Following the Council decision in December 2019 to establish a Local Housing Company (the Company) it was now necessary for the Articles of Association and the Shareholders Agreement to be agreed and appoint the Company Directors to enable the corporation of the Company.  The draft Articles of Association and Shareholders’ Agreement were attached at Appendices A and B to the report respectively. 

The Council’s legal service, based at Wealden District Council, would act as the Company Secretary to ensure compliance with the Articles, and the appropriate conduct of meetings.

It was proposed that the Company be established as a ‘company limited by shares’ with the Council as the sole shareholder.  It was suggested that the name of the Company be Alliance Homes (Rother) Limited; subject to officers confirming that this was a name that could be used.  Once registered with Companies House the Articles, along with the nomination of Directors, would formally incorporate the Company.  Whilst as sole shareholder the Council would have full decision-making power in relation to the Company, the Shareholder’s Agreement would allow day to day operations of the Company to run smoothly.  The Agreement defined the relationship between the Board of the Company and the shareholder and outlined the expectations of the shareholder in relation to the governance and management of the Company.

It was recommended that the Board of Directors (the Board) be made up of up to eight directors, a maximum of four Elected Members of Council (who would receive relevant training) and a maximum of four others who were not Elected Members of the Council.   It was recommended that the four non-Council Members, appointed by the shareholder, should be sought from a range of backgrounds including finance, legal, commercial housing, and affordable housing.

To safeguard against conflicts of interest between the Housing Company and the Council as the sole shareholder, it was necessary that certain officers and Members were excluded from appointment to the Board, as follows: the Council Leader, the Chairman of the Audit and Standards Committee, an elected Member responsible for planning or any other Member appointed to the Council’s Cabinet; or an officer of the Council who had responsibility for undertaking a statutory monitoring officer role or an executive director.  It was noted and agreed that no Substantive Member of the Planning Committee would be appointed as a Board Director and that only full Council as the Shareholder could remove and appoint Board Members.  

Schedule 1 of the Agreement outlined the powers that the Council choose not to delegate to the Board.  However, it would be necessary to seek approval to exercise these powers from time to time and to ensure effective decision making it was recommended that delegated authority to exercise these powers be granted to a ‘Shareholder’s Representative’.  It was recommended that the Executive Director act as the Shareholder’s Representative, exercising powers in consultation with the Cabinet Portfolio Holder for Finance and Performance Management.

It was recommended that the Head of Acquisitions, Transformation, and Regeneration was appointed under Section 3.2 of the Shareholder’s Agreement as ‘Chief Operating Officer’ to oversee the day to day running of the Company and progression of the development of the Business Plan until the Board was convened. 

It was noted that other matters related to the business would be considered as part of the business plan to be presented to Members at a later meeting, following the incorporation of the company.

RECOMMENDED: That:

1)    up to four Elected Members of the Council (excluding any Substantive Member of the Planning Committee) and up to four other independent persons be appointed as Executive Directors of the company; and

2)    the Executive Director be granted delegated authority to act as the ‘Shareholder’s Representative’ allowing the use of reserved powers, in consultation with the Cabinet Portfolio Holder for Finance and Performance Management.

AND

*RESOLVED: That:

1)    Rother District Council’s Local Housing Company’s name be Alliance Homes (Rother) Limited (subject to confirmation);

2)    the Articles of Association, attached at Appendix A, be agreed;

3)    the issuance of a single share for the value of £1 to Rother District Council be approved;

4)    the Shareholder’s Agreement be agreed;

5)    the Head of Acquisitions Transformation and Regeneration be appointed to act as the Chief Operating Officer, until such a time as the Board of Directors are able to convene; and

6)    Wealden District Council to act as company secretary (named individual to be confirmed).