Agenda and draft minutes

Sutton Shareholdings Board
Tuesday, 5th February, 2019 6.30 pm

Venue: Civic Offices - St Nicholas Way, Sutton, SM1 1EA. View directions

Contact: Fiona Bywaters, Committee Services Team Leader  Tel: 020 8770 4990 | Email:  committeeservices@sutton.gov.uk

Link: Audio Recording

Media

Items
No. Item

17.

Apologies for absence

Minutes:

The Chair welcomed all those present. Apologies for lateness were received from Councillor Neil Garratt.

18.

Declarations of Interest

Minutes:

There were no declarations of interest made.

19.

Any Items the Chair deems urgent

Minutes:

There were no urgent items.

20.

Minutes pdf icon PDF 69 KB

To confirm as a correct record the minutes of the meeting held on 12 September 2018.

Minutes:

RESOLVED: The minutes of the meeting held on 12 September 2018 were approved as a correct record and signed by the Chair.

21.

Appointment of Director to Opportunity Sutton Limited pdf icon PDF 92 KB

This report presents for approval the appointment of a new Director of Opportunity Sutton Limited.

Minutes:

Mary Morrissey, Chief Executive (Interim) briefly presented the report.

 

RESOLVED: that the appointment of Nicholas Smales (Assistant Director - Economic Development) as a Director of Opportunity Sutton Limited be approved.

22.

Creation of Design and Build Development Subsidiary of Sutton Living Limited pdf icon PDF 141 KB

This report presents proposals for establishing a separate development subsidiary to enable the recovery of VAT by Sutton Living Limited. Establishing a subsidiary is a reserved matter for the Sutton Shareholdings Board.

Minutes:

Councillor Garratt arrived at the outset of the item at 18.34.

 

Mike Kirk, Director of Sutton Living briefly presented the report.

 

RESOLVED: that

1.    Sutton Living Limited establish a Design and Build Development Subsidiary (“Sutton Living Design and Build Limited”) for the purposes of VAT recovery be agreed.

2.    Authority to finalise the appropriate company structure and put in place all necessary contractual and governance arrangements be delegated to the Shareholder Representative, or their nominee, in consultation with the Chair of the Shareholdings Board.

23.

Authority to appoint a design and build contractor for Wallington Public Hall pdf icon PDF 132 KB

This report outlines the procurement and evaluation process followed by Sutton Living Limited to choose a contractor to undertake the building works at Wallington Public Hall and recommends the delegation of authority to agree the award of the works contract by Sutton Living Limited to the Shareholder Representative, or their nominee, in consultation with the Chair of the Shareholdings Board.

Minutes:

Mike Kirk, Director of Sutton Living briefly presented the report.

 

RESOLVED: that authority to agree the award of the works contract by Sutton Living Limited for the development of Wallington Public Hall be delegated to the Shareholder Representative, or their nominee, in consultation with the Chair of the Shareholdings Board.

24.

Cognus Mid Year Performance Report pdf icon PDF 129 KB

This report and associated appendix provides information on the mid year performance of Cognus Ltd against the 2018/19 business plan presented to the Sutton Shareholdings Board on 27 June 2018.

Additional documents:

Minutes:

 

 

Kieran Holliday, Head of Pupil Based Commissioning, briefly introduced the report followed by Tracey Burley, Managing Director of Cognus. Further information was given by Bob Harrison (Director - Cognus) and Inigo Churchill (Head of Finance and Corporate Services - Cognus).

 

Following the presentation, Members discussed from the report: aspects of pricing, profits and dividends, and a pension fund deficit. Gerald Almeroth, Strategic Director - Resources, gave further comment on payment of dividends and the mentioned deficit.

 

Members were invited to give their views, from the shareholder perspective, as to the aspirations of the company, as well as the first business plan. Reference was given to the shareholder agreement and original motivations behind founding the company. Views were expressed that included any surplus be reinvested in services to allow the business to continue. Members explored, with the contributions of the Strategic Director, whether a not-for-profit company structure and governance arrangement ought to be considered.

 

RESOLVED: that the mid year performance report in Appendix A against the Business Plan be noted.

25.

Encompass LATC Annual Report pdf icon PDF 159 KB

The annual report sets out the activities of Encompass Local Authority Trading Company (LATC) Ltd in the trading period 2017/18 and its ambitions and long term strategies for the following year.

Additional documents:

Minutes:

Simon Latham, Assistant Director, Housing, Planning and Regeneration, briefly introduced the report followed by Lorraine Thomas, Managing Director of Encompass LATC.

 

Members queried the late filing of the accounts. The Managing Director confirmed that this incurred a fine and was due to the accountants and audit, for which a large amount of additional information was requested.

 

Further discussion focussed on the successful innovation services provided by Encompass LATC.

 

RESOLVED: that Encompass LATC Ltd’s Annual Report and Annual Accounts for 2017/18, attached as Appendices A and B, be noted.

26.

Sutton Living Performance Review and Risk Register pdf icon PDF 145 KB

This report presents for comment the performance update for Sutton Living Limited, including the Quarter 3 budget statement and company accounts for 2017/18.

Additional documents:

Minutes:

 

 

Mike Kirk, Director of Sutton Living, briefly presented the report. Initial debate focussed on the relationships between the company and council, with contributions from Simon Latham as Director of Sutton Living. Discussion also ensued on paragraph 4.2.3 and funding arrangements with regards to Wallington Public Hall.

 

The Chair moved to exclude the press and public in order to discuss any commercially sensitive information under Paragraph 3 of Schedule 12A of the Local Government Act 1972.

 

Returning to open session, it was:

 

RESOLVED: that

1.    The performance update set out in section 4 and actions proposed to deliver projects by the Company, including mitigating development risk be noted.

2.    The Quarter 3 budget statement and annual accounts for 2017/18 be noted.

27.

SDEN Performance Review and Risk Register pdf icon PDF 169 KB

This report is presented for noting the update contained in the Sutton Decentralised Energy Network Performance Report and the un-amended Risk Register. The report provides and update on progress with SDEN Phase 2 and seeks delegation of authority to enter into heat supply contracts with Clarion Housing for the Lavenders development, subject to the final business case being concluded satisfactorily.

 

Appendices B and C in exempt supplement

Additional documents:

Minutes:

Daniel Doris, Regeneration Programme Manager, presented the report.

Members discussed in further detail aspects of ‘phase 2’ and rates of return as previously agreed by the Housing, Economy Business Committee and mentioned in the shareholder agreement.

 

Members of the Board requested that they be kept informed with regards to recommendation 2.5.

 

RESOLVED: that

1.    The performance update contained in the Sutton Decentralised Energy Network Performance Report in Appendix A be noted.

2.    The Sutton Decentralised Energy Network Risk Register in exempt Appendix B be noted.

3.    The Sutton Decentralised Energy Network Budget Variance for Q3 2018/19 in exempt Appendix C be noted. 

4.    The Sutton Decentralised Energy Network Limited Annual Accounts for 2017/18 in Appendix D be noted.

5.    Authority be delegated to the Shareholder Representative, or their nominee, in consultation with the Chair and Vice Chair of the Sutton Shareholdings Board, to approve the detailed Business Case for the extension to the Lavenders and enter into heat supply contracts with Clarion Housing.