Meeting documents

RESOLVED that Councillor V.W. Broad be appointed Chairman of the Health and Well Being Sub Committee for the remainder of the 2016-17 Municipal Year.

None.

RESOLVED that Councillor Dr L.R. Hack be appointed Vice Chairman of the Health and Well Being Sub Committee for the remainder of the 2016-17 Municipal Year.

None.

• (Attachment: 1)Item 5: Remit of the Sub-Committee inc. Annex (377K/bytes)

The Sub Committee noted that, on 14 July 2016, the Executive had authorised the establishment of the Health and Well Being Sub Committee and it received a copy of the relevant report setting out its remit and working arrangements including the Sub Committee’s Terms of Reference.

RESOLVED that:

(i) the remit and responsibilities for the Health and Well Being Sub Committee and their working arrangements, as they fit with the Company (Pathway for Care) and the Council, be noted; and

(ii) Councillor V.W. Broad be appointed as the Council’s representative in the Ordinary meeting of Shareholders of the Company (Pathway for Care) which followed the Sub Committee.

Reasons for decision:
To provide Members with clarity about the working arrangements for this new Sub Committee established by the Executive and to ensure that the business of the Shareholders was conducted effectively.

Alternative options:
To request that any of the responsibilities of the Sub Committee be clarified by the Executive.
 

• (Attachment: 2)Item 6: Appointment of Directors (114K/bytes)

The Leader of the Council, Councillor V.W. Broad, reminded the Sub Committee that the Executive had delegated it authority to appoint the Members of the Board of Directors for the Company (Pathway for Care).

It was noted that upon incorporation Simon Laker had been appointed as Managing Director and that John Jory and Tom Kealey had been appointed as Directors of the Company (Pathway for Care).

The Sub Committee noted that there would be further opportunities to consider the appointment of other Non Executive Directors to support the necessary skill sets to support Pathway with the strategic direction required. Consideration would be given outside of the meeting process to consider potential candidates and report back to the Sub Committee in due course.

RESOLVED:

(i) to note that upon incorporation the following were appointed as Directors to the company (Pathway for Care Ltd):

Representing Table 7

• Simon Laker - appointed as Managing Director

Representing Reigate and Banstead Borough Council

• John Jory, Chief Executive - appointed as a Director
• Tom Kealey, Head of Health and Well Being - appointed as a Director

(ii) that a further report be brought to the Sub Committee to consider options on the appointment of additional (non-executive) Director appointments to assist the company in gaining the expertise for it to progress its Business Plan.

Reasons for decision:
To appoint the Board Members to the Pathway Company as noted by the Executive in July 2016 as part of the governance arrangements for the Council’s Well Being activity.

Alternative options:
To not appoint the Directors as proposed or to request a further report back with alternatives to consider.
 

• (Attachment: 3)Item 7: Appointment of Company Secretary and Auditor (110K/bytes)

Councillor V.W. Broad indicated that the wider governance arrangements delegated to the Sub Committee included appointing the Company Secretary and Auditor for the Company by way of nominations to a meeting of the Shareholders.
It was noted that at present the role of the Company Secretary was temporarily managed by the Council’s finance team and that discussions continued about how to manage this role in the future. The Sub Committee noted that the company’s Auditor was not needed to be appointed at this stage of its activities.

RESOLVED that the current position in relation to the appointment of a Company Secretary and Auditor be noted and that a further report be brought to the Sub Committee’s next meeting to confirm how these roles will be managed to support the company to fulfil its legal requirements.

Reasons for decision:
To note the current alternative arrangements that have been made by the Company to date and to allow a further report to be presented detailing how these responsibilities will be managed in the longer term.

Alternative options:
To not request a further report back with alternatives to consider and suggest alternative ways of managing these activities.
 

• (Attachment: 4)Item 8: Shareholder Responsibilities of the Sub-Committee (340K/bytes)

The Executive, on 14 July 2016, authorised the Sub Committee to take on the responsibility of majority Shareholder in relation to the company (Pathway for Care) that was subsequently incorporated with Companies House. It was noted that the Council had an 80% shareholding in the Company and T7 would have the remaining 20% balance of the shareholding upon the completion of a number of landmark achievements.

The Sub Committee noted that it was responsible for determining how to manage its Shareholder Responsibilities (in preparation for the forthcoming Shareholder meeting of the Company). Associated with those responsibilities the Sub Committee noted that the following needed to be in place to support the work of the company:

• Letter of Comfort
• Shareholder Agreement
• Business Plan
• Reserved matters required from the Articles or Shareholder Agreement
• Directors Service Agreements
• Resourcing agreement
• Loan/Draw Down agreement
• Articles of Association

The Sub Committee was requested to approve the documents with the exception of the Directors Service Agreements which would be considered at a future meeting. It was also noted that the Letter of Comfort, Shareholder Agreement; Business Plan, Reserved matters, Resourcing Agreement and Loan/Draw Down Agreement were set out in the exempt part of the agenda (Part 2).

The Leader advised the Sub Committee that the Articles of Association would in effect be the constitution of the company covering the basic operating parameters of the new organisation. The Articles had been derived from the model articles of association adjusted to reflect the shared ownership of the business.

The Leader elaborated further on the background to why the Directors Service Agreements would not be considered at this meeting as the officers would be seconded into the company and the company would pay the Council for their time. As a result the officers’ remuneration would not change at this point, though it was envisaged that in time this may change as the balance of Council and company funding for key posts became different with the potential for the company to take on more responsibility for funding staff. As that position became clearer the issue of Directors Service Agreements would be a matter for the Sub-Committee to consider.

Related to this was the Resourcing Agreement, which explained how the Council would be reimbursed for officer time, accommodation and support services etc. as set in part 2 of the agenda.

RESOLVED that:

(i) the following agreements and plans, that are the Shareholder responsibility for the Health and Well Being Sub Committee, be agreed (on behalf of the Council):
• Letter of Comfort (provided to the Board of Pathway to enable them to progress with registering the Company with Companies House and the Care Quality Commission) - set out in Part 2 of the agenda;
• Shareholder Agreement (as set out in Part 2 of the agenda) between the Company, T7 Group Limited and the Council including:
o the current Business Plan and
o the Loan/Draw Down agreement
• Reserved matters required by the Articles of Association or Shareholder Agreement
• Resource agreement (set out in Part 2 of the agenda)

(ii) the Head of Legal Services be authorised to finalise the above documents; and

(iii) the Articles of Association be approved (on behalf of the Council as shareholder) as presented at Annex 1 to the report (to be considered at the Shareholders meeting to follow the Sub Committee meeting).

Reasons for decision:
To approve the Shareholder responsibilities that have been delegated to the Sub Committee from the Executive to enable the Company (Pathway for Care) to take forward its operations.

Alternative options:
Asking Officers to review the documents that form the Sub Committee’s responsibilities as Shareholder further and present them to a future meeting taking on board any comments at the meeting.
To offer comments on the draft documents and authorise the Head of Legal Services to agree/finalise the documents taking on board the comments of the Sub Committee.
 

• (Attachment: 5)Item 9: Pathway for Care Update (205K/bytes)

The Sub Committee received an Update Report on the progress of the company (Pathway for Care) and Councillor V.W. Broad reported that since it was incorporated with Companies House, in August 2016, it had responded to interest received from a range of commissioners, seeking to use the Pathway for Care service delivery model in a variety of ways some of which had not been considered as options within the original business plan.

The company had also been working hard to complete Care Quality Commission requirements to obtain its registration before it could offer the range of services available. It was noted that this had recently been received. As a result the company had a number of business leads that it was progressing including a number of funding grant applications.

The Sub Committee noted that overall the progress was good and further developments were anticipated as the Company developed its leads in the market place.

RESOLVED that the report be noted.

Reasons for decision: To provide Members with an update on progress.

Alternative options: To request a further report if the update was unclear.
 

None.

RESOLVED that members of the Press and public (except representatives of T7) be excluded from the meeting for the following items of business under Section 100A(4) of the Local Government Act 1972 on the grounds that:

(i) it involved the likely disclosure of exempt information as defined in paragraph 3 of Part 1 of Schedule 12A of the Act; and

(ii) the public interest in maintaining the exemption outweighed the public interest in disclosing the information.
 

• (Attachment: 6)Item 12: Letter of Comfort (487K/bytes)

The Leader of the Council reported that the Letter of Comfort, which was attached to the report, was provided to the company (Pathway for Care) to allow it to proceed with the process of CQC registration. It was noted that, as a precursor to CQC registration, the company had been incorporated. Members of the Sub Committee had been consulted on the proposed process.

RESOLVED that the exempt information in relation to the Letter of Comfort be noted.
 

• (Attachment: 7)Item 13: Shareholder Agreement and Business Plan (817K/bytes)

The Leader of the Council presented a draft Shareholder Agreement and the Business Plan that had been adopted in July 2016 which provided details of the way in which the company would operate and the opportunities which it would pursue.

A requirement of the Local Authorities Companies Order was that councils considering the establishment of a company should consider a business plan for the company. In addition, councils entering a joint venture would often wish to agree a Shareholder Agreement to articulate how the company would be run in order to deliver that Business Plan.

The draft Shareholder Agreement was designed to represent a finer level of control than the Articles of Association. Whereas the Articles cover the basics of company administration, this Shareholder Agreement sets out clear expectations between the Council and the Company for how the Company would operate.

The documents identified a number of matters where consent of the Shareholder would be required. The key objective being to introduce a clear governance process that ensured there was sufficient Member oversight of the most fundamental matters.

RESOLVED that the exempt information in relation to the Shareholder Agreement and Business Plan be noted.
 

• (Attachment: 8)Item 14: Loan and Draw Down Agreement (89K/bytes)

Councillor V.W. Broad informed the Sub Committee that the Loan and Draw Down Agreement was still in draft form with a number of legal clarifications outstanding. In the circumstances the Sub Committee, in considering its options, agreed that a delegation arrangement be put in place to finalise the Loan and Draw Down Agreement and it was

RESOLVED that:

(i) the exempt information in relation to the Loan and Draw Down Agreement be noted; and

(ii) the Head of Legal Services be authorised, in consultation with the Members of the Sub Committee, to agree the Loan and Draw Down Agreement and to consider the amount and timing of any funding that it is proposed to be provided through the agreement.
 

• (Attachment: 9)Item 15: Resourcing Agreement (379K/bytes)

Councillor V.W. Broad referred the Sub Committee to the Resourcing Agreement that was received indicating that there remained some final legal clarifications. In the circumstances the Sub Committee, considered that a delegation arrangement be put in place to finalise the Agreement and it was

RESOLVED that:

(i) the exempt information in relation to the Loan and Draw Down Agreement be noted; and

(ii) the Head of Legal Services be authorised, in consultation with the Members of the Sub Committee, to agree and finalise the Resourcing Agreement.