Agenda and minutes

Sutton Shareholdings Board
Wednesday, 14th June, 2017 6.30 pm

Venue: Civic Offices, St Nicholas Way, Sutton SM1 1EA

Contact: Alexa Coates, Head of Committee and Management Support  Tel: 020 8770 5094 | Email:  alexa.coates@sutton.gov.uk

Items
No. Item

1.

Apologies for absence

Minutes:

 

There were apologies for absence from Councillor Neil Garratt.

 

2.

Declarations of Interest

Minutes:

There were no declarations of interest.

3.

Any Items the Chair deems urgent

Minutes:

The chair accepted a late and urgent item, Appointment of Director to Sutton Decentralised Energy Network Limited, for the reasons set out in the report.

4.

Minutes pdf icon PDF 130 KB

To confirm as a correct record the minutes of the meeting held on 8 March 2017.

 

Minutes:

The minutes of the meeting held on 8 March 2017 were approved as a correct record and signed by the Chair.  Members asked about pension contributions and were advised that all employees currently in LGPS would transfer with the pension continuing, this was generally closed to new entries, but companies, as admitted bodies could offer this if they wished and that they deemed it to be affordable.

5.

Appointment of the external auditors pdf icon PDF 92 KB

This report seeks approval to extend the appointment of the external auditors, Turpin Barker Armstrong (TBA), for Opportunity Sutton Limited (OSL), including the two subsidiary companies Sutton Living Limited (SLL) and Sutton Decentralised Energy Network (SDEN), and Encompass - a Local Authority Trading Company (LATC).

Minutes:

The Strategic Director of Environment, Housing and Regeneration presented the report which sought approval to extend the appointment of the external auditors, Turpin Barker Armstrong (TBA), for Opportunity Sutton Limited (OSL), including the two subsidiary companies Sutton Living Limited (SLL) and Sutton Decentralised Energy Network (SDEN), and Encompass - a Local Authority Trading Company (LATC).

 

Resolved

 

That Turpin Barker Armstrong (TBA)’s appointment to provide Audit and Corporation Tax Services including to prepare the accounts for each company be extended to include the accounting period 2017/18.

 

6.

SDEN Performance update pdf icon PDF 105 KB

This report is presented for noting the update contained in the Sutton Decentralised Energy Network Performance Report.

Additional documents:

Minutes:

The Director (SDEN)  introduced the report which updated the Sutton Decentralised Energy Network Performance Report and outlined that basic agreements were in the process of being signed and that a further £70,000 was required to capital and cost projections due to the complexities of the legal agreements.

 

Members questioned the additional costs and requested a breakdown. Officers advised that these were primarily around legal costs due to the complexity of the agreements but that a detailed breakdown would be provided to members outside of the meeting. Some of the work was being carried out by external legal advisers due to the specialist nature of the work. The cost would be absorbed by the company itself once it commences trading.

 

Members asked questions about the SDEN financial model which was recently independently reviewed by KPMG who raised no material issues. Officers advised that a summary of the findings would be circulated to members as this was not currently available. In addition members asked for a copy of the brochure which would be sent to residents.

 

 

Resolved

 

That the performance update contained in the Sutton Decentralised Energy Network Performance Report, as set out in Appendix A, be noted.

 

7.

Sutton Living performance update pdf icon PDF 100 KB

This report presents for comment the performance update for Sutton Living Limited.

 

Additional documents:

Minutes:

The Interim Managing Director presented the report which updated the committee on Sutton Living Performance.

 

Members asked questions in relation to the interest rate and whether it was accurate to say it was required to be realistic or relative to the market. Officers advised a key consideration was that state aid requirements were not breached. Research was currently being conducted as to the level other London Councils, with similar development companies, were setting.

 

Resolved

 

That the performance update set out in section 3 of the report, along with actions proposed to deliver projects by the Company, be noted.

 

8.

Appointment of Directors of Encompass LATC Ltd pdf icon PDF 136 KB

This report sets out the process followed in recruiting the services of two Non Executive company directors for Board of Encompass LATC Ltd and seeks approval from Sutton Shareholdings Board of the appointment of those directors to the Board.  It also seeks approval of appointment of the Managing Director of Encompass LATC to the Board.

 

Additional documents:

Minutes:

The Director (Encompass) introduced the report which set out the process followed in recruiting the services of two Non Executive company directors for Board of Encompass LATC Ltd and sought approval from Sutton Shareholdings Board of the appointment of those directors to the Board.  Members asked about the length of term and officers advised that it was good practice from a governance perspective to rotate members. Any extension of a 3 year term would depend on satisfactory performance. Members also asked whether the level,of remuneration should be considered as a recommendation, which was subsequently added.

 

Resolved

 

1.    That the appointment of two Independent Non Executive Directors, Fiona Kemp and Roger Mills, be approved for a period of three-years to Encompass LATC Ltd.

 

2.    That the appointment of Lorraine Thomas, as Executive Director of Encompass LATC Ltd, be approved.

 

3.    That the remuneration level of the non executive director positions of £4,200 per annum be agreed.

 

9.

Appointment Director to Sutton Decentralised Energy Network Limited pdf icon PDF 102 KB

 

This report is requesting the approval of the appointment of a new Director and the appointment of an existing director into the post of Managing Director of Sutton Decentralised Energy Network Limited (SDEN).

Minutes:

The Director (SDEN) introduced the report which sought approval of the appointment of a new Director and the appointment of an existing director into the post of Managing Director of Sutton Decentralised Energy Network Limited (SDEN).

 

Resolved

 

1.    That the appointment of Christopher Rhodes as Director of Sutton Decentralised Energy Network Limited be approved.

 

2.    That the appointment of Amanda Cherrington as Managing Director of Sutton Decentralised Energy Network Limited, be approved.