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The Committee considered a report which proposed enhancements to the governance in respect of Colchester Commercial (Holdings) Ltd (CCHL), a wholly owned Local Authority Trading Company (LATCO). The proposal included changes to CCHL governance, as well as how the Council oversaw and made decisions in relation to CCHL
Simon Coward, Managing Director, Amphora, attended the meeting and gave a presentation to the Committee. There were 3 parts to the proposed Amphora Governance Model, creating a balanced Board, refocusing the Governance and Audit Committee and Scrutiny Panel, and carrying our annual Board effectiveness reviews.
The proposed balanced Board would consist of an independent Chair, the Managing Director, shareholder representation in the form of 4 Councillors, business and industry advisors, together with support from Amphora Senior Officers and Officers from the Council working together to provide strong governance.
A revised cohesive system of Council control was proposed, with the Council’s Governance and Audit Committee having oversight of the governance, risks, control and reporting of Amphora, the Scrutiny Panel having oversight of the business plans and performance of Amphora, and Cabinet being responsible for key decision making and strategic direction.
The Committee offered general support for the proposals but sought to understand the rationale behind splitting governance functions over both the Governance and Audit Committee and Scrutiny Panel. Lucie Breadman, Strategic Director attended the meeting and advised the Committee that for a wholly owned company, the shareholder was the Council, and the shareholder function was concerned with safeguarding public funds, providing effective oversight and providing good governance. This was a function which was distinct from the management of the company which rested with its Board. A number of audits had been carried out which had demonstrated a need for an increased level of oversight and compliance with the latest guidance for a Local Authority Trading Company (LATCO).
The Committee heard that the shareholder function was an executive function, and as such could only be exercised by Cabinet. Cabinet could carry out this function itself or could create an executive sub-committee of Cabinet members. These options had been considered, and it had been proposed that the Governance and Audit Committee would no longer be the shareholder committee, and this function would be taken up by Cabinet. However, the Governance and Audit Committee would retain a very important role in respect of Amphora, which was in relation to overseeing the accounts, risk and audit functions, which was a role in which it was very experienced. Furthermore, it had been suggested that Scrutiny Panel dealt with broader business planning which was also an area it was used to dealing with. Although responsibility would be split across these 2 committees, this was in line with the work which the committees already carried out, and would result in greater oversight of the companies.
The Committee accepted that the strategic direction of the businesses had always been set by Cabinet, however it had made recommendations in the past in relation to company business plans. It was suggested that it was important to ensure that when the Committee was being asked to consider Amphora’s risks, audit and accounts that the business plans were also presented to it which would be essential to an accurate interpretation of the finances of the companies. The Strategic Director confirmed that this would be the case.
A Committee member sought to understand the role of the Scrutiny Panel in considering the business plans of Amphora, when this was a Panel which run by the opposition. The Strategic Director Communities confirmed that Scrutiny Panel played a vital role as a ‘critical friend’ for Cabinet, and so would scrutinise the plans to gain oversight and public transparency, which was an essential function to a democratic authority. Although the Governance and Audit Committee could provide this function, what was being proposed was a different focus towards governance and risk, with Scrutiny Panel considering business planning and performance.
Richard Block, Chief Operating Officer, attended the meeting and advised the Committee that both of the Council’s key committees which provided oversight should be apolitical. All panels and committees of the Council were required to be politically balanced, and although Scrutiny Panel did have an opposition Chair, it did not have an opposition majority among its membership.
A member of the Committee welcomed the appointment of an independent Chair, but considered that businesses worked best when their structure consisted of someone in charge with a Board to supervise them. It appeared that more layers of governance were now being added to Amphora consisting of 3 committees and the Council which would lead to a lack of direct responsibility. The Committee had not seen the proposed Articles of Association, and these should be presented to it. The provision of additional scrutiny was welcomed, however, would this actually be better delivered by increasing the number of people involved in the process, or by retaining a smaller, more focussed supervisory group? The Strategic Director considered that the approach which had been suggested was a balanced one which had been recommended by the independent review, and which had been adopted by Councils countrywide to provide an appropriate level of scrutiny. The Chief Operating Officer understood the desire for optimised commercial performance, however, he reminded the Committee that the key differential between a LATCO and a privately managed company was the potential risk to public funds associated with a LATCO which required higher levels of safeguarding and governance to be in place.
Although a member of the Committee was supportive of the suggestions for enhanced governance which had been proposed, he sought additional assurance that Amphora would be able to remain competitive, particularly in light of the forthcoming local government reorganisation (LGR). The Managing Director, Amphora assured the Committee that the new structure of the companies which was being proposed would ensure the best framework was in place to both work within the Council and trade externally.
Councillor Cory, Portfolio Holder for Resources and Assets, attended the meeting online, and, with the permission of the Chair, addressed the Committee. He understood the points which had been made by some members of the Committee, however, wished to emphasise that he believed that the leadership of the company did rest with its Managing Director, in whom he had the highest confidence in the light of the progress which had been made under his leadership. The Council would always remain the shareholder in the LATCO, and it was appropriate that all steps were taken to ensure that the company was run in the most efficient way, and in accordance with the advice which had been provided by CIPFA, which had resulted in the proposals before the Committee to implement appropriate levels of scrutiny. He believed that the day to day running of the company was the responsibility of its Managing Director, subject to any necessary approvals by Cabinet.
The Committee continued to discuss the nature the Council’s wholly owned companies, and the reasoning behind their creation, which had included a desire to generate a profit from areas of operation which were separated from service orientated activities. In addition to the recommendations contained in the report before it, the Committee also wished to request that the full business plans and management accounts of Amphora were presented to it when it was being asked to consider risk and audit matters, to enable a full understanding of these issues.
In response to questioning from the Committee, the Managing Director, Amphora confirmed that report before the Committee contained a breakdown of the areas of proposed responsibility of the Governance and Audit Committee and Scrutiny Panels. With regard to the appointment of an independent Chair, this would be done via the company, in conjunction with the Council.
RECOMMENDED to Cabinet that:
- The Governance and Audit Committee be provided with the full business plans and management accounts of the Council’s wholly owned companies, when it was being asked to consider risk and audit matters in relation to the companies, to enable the understanding of these issues.