Agenda item

To undertake actions on behalf of the Council with regard to partnership functions for Horley Business Park Development LLP.

Councillor T Archer confirmed that the Commercial Ventures Executive Sub-Committee as partner representative for the Council’s Membership of Horley Business Park Development LLP should review, note, approve and authorise the following recommendations, as set out in the report, in order the Council’s part-owned company can meet its obligations under the Companies Act 2006 and its constitution:

i.         Review and acknowledge receipt of the Company’s Annual Report and Financial Statements for the year ended 31 December 2019;

ii.        Note the departure of John Jory as Board Representative;

iii.       Approve the appointment of two new Board Representatives to the Company to replace John Jory and John Reed;

iv.       Authorise the Board Representatives to approve the re-appointment of Kingston Smith LLP as the Company’s auditor for the year to 31 December 2020; and

v.        Authorise the Board Representatives to fix the auditors’ remuneration for the year to 31 December 2020.

RESOLVED that:

i.         the Horley Business Park Development LLP’s Annual Report and Financial Statements for the year ended 31 December 2019, set out in the exempt Part 2 section of this agenda, be received;

ii.        the departure of John Jory as the RBBC Board Representative from the LLP be noted;

iii.       Councillor T Archer be authorised to name the appointees to the role of Board Representatives for Horley Business Park Development LLP to replace John Jory and John Reed and confirm these appointments in writing to Horley Business Park Development LLP.

iv.       the RBBC Board Representatives, authorised to approve the re-appointment of Moore Kingston Smith LLP as auditor for Horley Business Park Development LLP for the year to 31 December 2020; and

v.        for the auditor appointed to Horley Business Park Development LLP in (iv) above, the RBBC Board Representatives, when appointed, be authorised to fix the auditors’ remuneration for the year to 31 December 2020, as set out in the exempt Part 2 of the agenda.

Reason for decision:

i.         The Commercial Ventures Executive Sub-Committee as the partner representative has acknowledged receipt of the Horley Business Park Development LLP’s Annual Report and Financial Statements for the year ended 31 December 2019 in order to be compliant with the Members Agreement dated 24 March 2016.

ii.        the departure of John Jory as RBBC’s Board Representative from the LLP was noted as he had departed the Council on 31 July 2020;

iii.       The Commercial Ventures Executive Sub-Committee as partner representative, were required to appoint two Board Representatives to replace John Jory and John Reed and Councillor T Archer to confirm these appointments in writing to the Company to comply with the Members Agreement dated 24 March 2016. 

iv.       The Commercial Ventures Executive Sub-Committee as partner representative, authorised the Board Representatives, to be appointed, to approve the re-appointment of Moore Kingston Smith LLP as auditor for Horley Business Park Development LLP for the year to 31 December 2020 as Section 485 of the Companies Act 2006 as applied by Regulation 36 of the Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 requires the Members of the company to appoint or re-appoint an auditor.

v.        the partner representative authorised the RBBC Board Representatives to fix the auditors’ remuneration for the year to 31 December 2020 as Section 492 of the Companies Act 2006 as applied by Regulation 37 of the Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 requires the remuneration of an auditor appointed by the LLP to be fixed by the Members of the company.

Alternative Options:

Option 2:       If after reviewing the required actions and supporting documentation, adjustments are required, the CVESC should request the necessary adjustments be made and approve the actions subject to those adjustments, in order the Council’s commercial entities are governed correctly and meet their statutory requirements.

Option 3:       Do not approve the required actions. This is not the recommended option as the Members of the Council’s part-owned commercial entity would not be able to carry out their statutory duties and will be in breach of the Companies Act 2006 and the Company’s constitution. The Members can be fined and the company struck off the Register of Companies if accounts are not lodged with Companies House.