Composition
This is a
sub-committee of the Strategy and Resources Committee and comprises
five elected members appointed on a politically proportional
basis.
Purpose
To exercise
responsibility for the Council’s functions as corporate
shareholder of a company, or group of
companies.
Meetings of the
Shareholdings Board will take place on a biannual basis and focus
on company performance against objectives as well as adoption of
the business plan and any mid-year amendments.
Relationships
The Shareholder Board
as it considers appropriate in accordance with its functions,
may:
·
report and make formal recommendations to the Strategy and
Resources Committee of the Council;
·
make reports to and consult other committees of the Council; or
·
make reports to and consult the
Council’s Audit and Governance Committee, in relation to that
Committee’s particular functions.
Function
Monitor the
performance of a company in relation to its Business Plans 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 Plans; and
(c)
against the values of the Council.
Evaluate and monitor
via periodic reports (including annual reports):
(a)
performance and progress against business plans;
(b)
financial and social returns on investment (be that shareholding,
loans or direct investment); and
(c)
risks and opportunities including those
arising from joint ventures or new opportunities.
Consider matters
reserved to the Council for shareholder approval, such as those
listed below but more particularly set out in a company’s
Articles of Association or Shareholder Agreement:
(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
Consider proposals
that might be outside of the agreed operational parameters and
business plans.
Exercise oversight on
decision making and assurance that the statutory functions of the
companies are being properly discharged.
Decision making by the shareholder representative
Where a reserved
matter is considered by the Chief Executive to necessitate a
shareholder decision before the next scheduled meeting of the
Sutton Shareholdings Board, the Chief Executive, or their appointed
nominee, is authorised to perform all functions within the duties
and powers of the Shareholdings Board in accordance with provisions
set out below and as shareholder representative.
The Chief Executive is
authorised, subject to the concurrence of the Chair of the Sutton
Shareholdings Board or, in his/her absence, the Vice-Chair, and the
consultation of a member of each political group proportionately
represented on the sub-committee, to perform all functions within
the powers and duties of that Shareholdings Board in any case in
which the prompt performance of any of the Council's shareholding
functions is desirable and necessary, subject to the action taken
being reported through delegated decision notices.
The Chief Executive,
or his/her nominee, is further authorised to exercise the
Council’s vote as shareholder at general meetings of a
company.
The following matters
to be determined by the Council as shareholder are reserved for
decision by the Sutton Shareholdings Board only:
·
Annual business plan (adopt or amend);
·
Annual report and accounts;
·
Change of auditor;
·
Dismissal of director;
·
Engaging in any business other than as contemplated by the business
plan;
·
Formation of a subsidiary;
·
Listing or trading of shares;
·
Variation of the rights attached to shares;
·
Winding up or administration.
