Company Governance Sub-Committee (of Cabinet)

Purpose and Function  

1. The purpose of the Company Governance Cabinet Sub-Committee is to act as the Shareholder and take decisions in respect of any company in which the Council has an interest.  
2. The functions of the Sub-Committee are Executive Functions under the Local Authority (Functions and Responsibilities) England Regulations 2000 and therefore the sub-committee must be made up of members of the Council’s Cabinet.  
3. The sub-committee is to advise and discharge Executive functions in relation to company matters, only Executive members can be members of the Committee with voting rights.  
4. Non-Executive members may attend the public meetings without voting rights they may also be invited, as appropriate, by the chair of the sub-committee to take part in discussion.   Terms of Reference  
5. The sub-committee cannot delegate any of its functions to a sub-group although it may establish sub-groups to look into specific issues, to feed back to meetings of the sub-committee.  
6. The Sub-committee shall consider matters reserved to the Council for shareholder approval, such as:   a. To monitor performance of the companies, partnerships, and charities in line with Cabinet approved business plans and particular the company’s performance:

i.              in financial matters

ii.             against the social goals of the company as set out in the company’s Objects. Business Case or Business Plan; and against the values of the Council by means of monthly performance monitoring and scrutiny. b. To provide the necessary oversight from the shareholder’s perspective and ensure that those companies, partnerships, and charities comply with relevant Council policies, strategies, and objectives. c. To exercise decisions in relation to a company, partnership or charity’s reserved matters such as: i.          Varying Articles of Association ii.         Varying ownership and structure

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

iv.           Entering contracts that: are outside of the business plan or do not relate to the business

v.             Material legal proceedings outside of ordinary business

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

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

viii.         Selection of the chair of the board

ix.           Appointment of auditors

x.             Payment of dividends as more particularly set out in a company’s Articles of Association or Shareholder Agreement and the Companies’ Governance Framework.   d. To make recommendations to Cabinet in relation to investments, loans, and assets. e. To evaluate and monitor the financial and social returns on investment and risks and opportunities including those arising from joint ventures or new opportunities. f. To oversee the relationships between the Council and the Council’s companies, partnerships, and charities, and any such relationships between the Council’s companies, partnerships, and charities in accordance with the Council’s objectives. g. To review any reports in relation to the Council’s companies, partnerships, or charities prior to their submission to the Audit Committee to ensure compliance with Council policies, strategies, and objectives. h. To determine for each individual company, partnership, or charity whether the Shareholder Cabinet Committee recommends to Cabinet the delegation of any functions to the officers of the Council Meeting times  

1. The sub-committee will meet no less than 4 times per annum and will adhere to the Council Procedure Rules which are applicable to other Executive meetings.  
2. Meetings are open to Members of the public, subject to the statutory exemptions contained in the Local Government Act 1972