Agenda item

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

Councillor T Archer confirmed that the Commercial Ventures Executive Sub-Committee as shareholder representative for Greensand Holdings Limited should review, note, approve and authorise the following recommendations, set out in the report, in order the Council’s company could meet its obligations under the Companies Act 2006 and its constitution:

Recommendations

i.         receive the Company’s Directors’ Report and Audited Financial Statements for the year ended 31 December 2019 set out in the exempt Part 2 section of the agenda;

ii.        approve the re-appointment of Kreston Reeves LLP as auditor for Greensand Holdings Limited for the year to 31 December 2020;

iii.       for the auditor appointed to Greensand Holdings Limited in (ii) above, approve the Directors of the Company to fix the auditors’ remuneration for the year to 31 December 2020 as set out in the exempt Part 2 section of this agenda;

iv.       note the departure of John Jory as Director of the Company with effect from 31 July 2020;

v.        approve the appointment of the new Director of Greensand Holdings Limited and confirm the appointment in writing as set out in the exempt Part 2 section of this agenda; and

vi.       authorise Councillor T Archer to sign on behalf of the shareholder, RBBC, the shareholder ordinary resolution confirming i. to v above as set out in the exempt Part 2 section of the agenda.

RESOLVED that:

i.         the Greensand Holdings Limited’s Directors’ Report and Audited Financial Statements for the year ended 31 December 2019 be received;

ii.        the re-appointment of Kreston Reeves LLP as auditor for Greensand Holdings Limited for the year to 31 December 2020 be approved;

iii.       for the auditor appointed to Greensand Holdings Limited in (ii) above, the Directors of the Greensand Holdings Limited be authorised to fix the auditors’ remuneration for the year to 31 December 2020;

iv.       the departure of John Jory as Director of the Company with effect from 31 July 2020 be noted;

v.        the appointment of Councillor R Michalowski as a Director of Greensand Holdings Limited be approved and the appointment be confirmed in writing to the Company; and

vi.       Councillor T Archer be authorised to sign on behalf of the shareholder, RBBC, the shareholder ordinary resolution confirming i. to v above.

Reason for decisions:

i.         The Commercial Ventures Executive Sub-Committee, as shareholder representative for Greensand Holdings Limited (the Company), acknowledged receipt of the Directors’ Report and Audited Financial Statements for the year ended 31 December 2019 to comply with the Shareholder Agreement between the Company and RBBC;

ii.        The shareholder representative approved the re-appointment of Kreston Reeves LLP as auditor for Greensand Holdings Limited for the year to 31 December 2020 in order to comply with Section 485 of the Companies Act 2006;

iii.       The shareholder representative, for the auditor appointed to Greensand Holdings Limited in (ii) above, approved the Directors of the Company to fix the auditors’ remuneration for the year to 31 December 2020 to comply with Section 492 of the Companies Act 2006;

iv.       The shareholder representative noted the departure of John Jory as a Director of Greensand Holdings Limited as he had departed the Council on 31 July 2020; and

v.        The shareholder representative approved the appointment of Councillor R Michalowski as a new Director of Greensand Holdings Limited and would confirm this appointment in writing to comply with the Shareholder Agreement between Greensand Holdings Limited and RBBC.

Alternative Options:

Option 2:       If after reviewing the required actions and supporting documentation, adjustments were required, the CVESC should request the necessary adjustments be made and approve the actions subject to those adjustments, in order Greensand Holdings Limited be correctly governed and meet its statutory requirements.

Option 3:      Do not approve the required actions. This was not the recommended option as the Directors of Greensand Holdings Limited would not be able to carry out their statutory duties and would be in breach of the Companies Act 2006 and the Shareholder Agreement.  The Directors could be fined and the company struck off the Register of Companies if accounts are not lodged with Companies House.