Agenda

To note the membership and Terms of Reference as follows:

Membership

Such members of the Cabinet, as may be appointed from time to time by the Leader.

Quorum:

Three members, which must include:

•         the Leader (or other Cabinet member appointed by the Leader for this purpose);

•         Cabinet member with portfolio for finance and resources; and

•         Cabinet member(s) with portfolio for most closely associated with the company or companies concerned with the items of business.

Terms of Reference

The Shareholder Cabinet Committee will exercise responsibility for the Cabinet’s functions in respect of:

1.       The Council’s approach to membership of a company or companies, including:

a.       evaluation of potential new opportunities to deliver social and financial returns on investment through company holdings;

b.       approval of comprehensive statements (business cases) to establish a new company, company membership or joint venture;

c.        sale or liquidation of Council interests in companies;

d.       the adoption of investment or contractual strategies in relation to council held company memberships; 

e.       the provision or requirement of services to or by a company; and

f.        the governance framework and over-arching approach to company memberships.

2.       Decisions concerning the evaluation, monitoring or acting upon:

a.       the financial and social returns on investment (be that shareholding, loans or direct investment); and

b.       risks and opportunities 

arising from any shareholding in a company or companies, including contracts or financial investments in respect of such companies.

3.       Decisions concerning the performance of a company in relation to its Business Plan and, in particular, the company’s performance:

a.       in financial matters

b.       against the social goals of the company as set out in the company’s Objects, Business Case or Business Plan; and

c.        against the values of the Council.

4.       All decisions reserved to the Council for shareholder approval, such as (but not limited to):

a.       Varying Articles of Association

b.       Varying ownership and structure

c.        Variations to shares (number of, rights, etc.)

d.       Entering contracts that:

i.         have a material effect on Council business (including other companies within the group)

ii.        are outside of the business plan or do not relate to the business

iii.       significant in relation to the size of the business, the business plan, etc. 

e.       Material legal proceedings outside of ordinary business

f.        Adopting and amending business plans each year and strategic plans (3 years)

g.       Appointment, removal and the remuneration of directors (members of the company board)

h.       Selection of the chair of the board

i.         Appointment of auditors

j.         Issue of dividends

as more particularly set out in a company’s Articles of Association or Shareholder Agreement.

5.       Other matters as may be referred to the Cabinet Committee for consideration by the CSR, s.151 officer, monitoring officer or chief executive

Unless already entered in the Council’s Register of Members’ interests, members are required where a matter arises at a meeting;

Which directly relates to Disclosable Pecuniary Interest (‘DPI’) as set out in Appendix B, Table 1 of the Code of Conduct, to disclose the interest, not participate in any discussion or vote and not to remain in room. Where members have a DPI or if the matter concerns an executive function and is being considered by a Cabinet Member with a DPI they must notify the Monitoring Officer and arrange for somebody else to deal with the matter.

Which directly relates to the financial interest or well being of a Other Registrable Interest as set out in Appendix B, Table 2 of the Code of Conduct to disclose the interest and only speak on the matter if members of the public are also allowed to speak at the meeting but otherwise must not take part in any discussion or vote on the matter and must not remain the room.

Which directly relates to their financial interest or well-being (and is not DPI) or the financial well being of a relative or close associate, to declare the interest and members may only speak on the matter if members of the public are also allowed to speak. Otherwise, the member must not take part in discussion or vote on the matter and must leave the room.

Which affects the financial well-being of the member, a relative or close associate or a body included under the Other Registrable Interests column in Table 2, to disclose the interest and apply the test set out at paragraph 9 of Appendix B before deciding whether they may remain in the meeting.

Where Members have or a Cabinet Member has an Other Registerable Interest or Non Registerable Interest in a matter being considered in exercise of their executive function, they must notify the Monitoring Officer and arrange for somebody else to deal with it.

NB Any member needing clarification must contact monitoringofficer@northumberland.gov.uk. Members are referred to the Code of Conduct which contains the matters above in full. Please refer to the guidance on disclosures at the rear of this agenda letter.

Advance Northumberland Business Plan 2023-24

To present to the Committee the Advance Northumberland Ltd draft business plan for 2023-24 (see also confidential appendix at item 11 of this agenda). 

Advance Northumberland Draft Statement of Financial Accounts 2022-23

To report to the Committee the Advance Northumberland Ltd draft statement of group statutory accounts for 2022-23 (see also confidential appendix at item 12 of this agenda).

Advance Northumberland Review of Corporate and Financial Structure

To update the Committee on the progress of the review of Advance Northumberland company and financial structure and emerging options (see also confidential appendix at item 13 of this agenda).

Advance Northumberland Appointment of External Auditor

To inform the Committee of the proposed appointment of Robson Laidler Accountants Ltd as external auditors to Advance Northumberland Ltd and its subsidiaries for a three-year period from 2022-23 to 2024-5 in place of Mazars LLP and to seek authority for the shareholder representative to give reserved matters consent for their appointment on behalf of the Council as shareholder.

To consider such other business as, in the opinion of the Chair, should, by reason of special circumstances, be considered as a matter of urgency.

The Committee is invited to consider passing the following resolution:

(a)           That under Section 100A (4) of the Local Government Act 1972, the press and public be excluded from the meeting during consideration of the following items on the Agenda as they involve the likely disclosure of exempt information as defined in Part I of Schedule 12A of the 1972 Act, and

(b)      That the public interest in maintaining the exemption outweighs the public interest in disclosure for the following reasons:-

Agenda Item           Paragraph of Part I of Schedule 12A

11-13                      3 - Information relating to the financial or business affairs of any particular person (including the authority holding that information).

AND                        The public interest in maintaining this exemption outweighs the public interest in disclosure because disclosure would adversely affect the Authority’s interests.

Advance Northumberland Business Plan 2023-24

To consider the attached Appendices under Agenda item 5 in Part 1 of this agenda.

Advance Northumberland Draft Statement of Accounts 2022-23

To consider the attached Appendices under Agenda item 6 in Part 1 of this agenda.

Advance Northumberland Review of Corporate and Financial Structure

To consider the attached Appendix under Agenda item 7 in Part 1 of this agenda.