Issue - meetings

Shareholder Actions - Pathway for Care Limited

Meeting: 17/09/2020 - Partner, Shareholder and Trustee Executive Sub-Committee (Item 15)

15 Shareholder Actions - Pathway for Care Limited

To undertake actions on behalf of the Council with regard to shareholder functions for Pathway for Care Limited.

Supporting documents:

Decision:

RESOLVED that:

i.         Pathway for Care Limited’s Annual Report and Unaudited Financial Statements for the year ended 31 July 2019, be received and confirmation from Pathway for Care Limited that provision has been made for the repayment of the £1.1 million preference shares by April 2023 be requested;

ii.        the departure of John Jory as Director of the Company be noted; and

iii.       Councillor V Lewanski be appointed as Director of Pathway for Care Limited as a replacement for John Jory and the appointment be confirmed in writing to Pathway for Care as set out in the exempt Part 2 section of the agenda.

Minutes:

Councillor T Archer confirmed that the Commercial Ventures Executive Sub-Committee as shareholder representative for Pathway for Care Limited should review, note and approve the recommendations, as set out in the report in order to carry out its duty as shareholder representative and for the Council’s part-owned company to meet its obligations under its constitution:

i.         Review the Annual Report and Unaudited Financial Statements for the year ended 31 July 2019 and request confirmation from PFC that provision has been made for the repayment of the Council’s £1.1 million preference shares by April 2023;

ii.        Note the departure of John Jory as a Director of Pathway; and

iii.       Approve the appointment of Councillor V Lewanski as the new Director of Pathway to replace John Jory.

RESOLVED that:

i.         Pathway for Care Limited’s Annual Report and Unaudited Financial Statements for the year ended 31 July 2019, be received and confirmation from Pathway for Care Limited that provision has been made for the repayment of the £1.1 million preference shares by April 2023 be requested;

ii.        the departure of John Jory as Director of the Company be noted; and

iii.       Councillor V Lewanski be appointed as Director of Pathway for Care Limited as a replacement for John Jory and the appointment be confirmed in writing to Pathway for Care as set out in the exempt Part 2 section of the agenda.

Reason for decision:

i.         The Commercial Ventures Executive Sub-Committee, as shareholder representative for Pathway for Care Limited, received the Company’s Annual Report and Unaudited Financial Statements for the year ended 31 July 2019 and requested confirmation from Pathway for Care Limited that provision has been made for the repayment of the £1.1 million preference shares by April 2023, to evaluate the Company’s financial performance;

ii.        The Commercial Ventures Executive Sub-Committee, as shareholder representative for Pathway for Care Limited noted the departure of John Jory as a Director of Pathway for Care Limited as he had departed the Council on 31 July 2020; and

iii.       The shareholder representative approved the appointment of Councillor V Lewanski, as a replacement for John Jory, as Director of Pathway for Care Limited and approved that this appointment would be confirmed in writing in order to comply with the Shareholder Agreement between Pathway for Care Limited and RBBC.

Alternative Options:

Option 2:       To approve all of the Recommendations above without further enquiry. This was not the recommended option as the Council should be satisfied that provision was being made for the repayment of the £1.1 million preference shares by April 2023.

Option 3:       Do not approve the Recommendations. This was not the recommended option as the Council was required to appoint a Director to the Company by the Articles of Association and the Shareholder Agreement.