The Cabinet Shareholder Committee were scheduled to meet to discuss several matters relating to Advance Northumberland (AN) and its subsidiary companies, including the recruitment of a new board chair, the approval of a delegated authority policy, and a sustainability business case for Advance Green Futures Ltd (AGFL). The committee was also scheduled to receive an update on Northumberland Enterprise Holdings Ltd and review the draft AN accounts for 2024-25.

Here's a breakdown of the topics that were scheduled to be discussed:

Advance Green Futures Ltd Sustainability Business Case

The committee was scheduled to review and comment on the business case for Advance Green Futures Ltd to establish a habitat bank at Advance Northumberland (Developments) Ltd's Potland Burn site, following the proposed transfer of the asset to the newly created company.

The report pack noted that in 2017, Northumberland County Council approved a £7.480 million loan to Advance Northumberland (Developments) Ltd to purchase land and facilitate residential house building at Potland Burn, near Ashington. However, due to planning constraints and site conditions, the original purpose could not be achieved, and the land became a 'stranded asset'.

The Environment Act 2021 introduced Biodiversity Net Gain (BNG), a planning requirement that ensures any new development leaves nature in a better state than before¹. This legislation presented an opportunity to develop the Potland Burn site as a habitat bank, selling BNG credits to developers. The report pack stated that the AN Board approved the establishment of the sustainability company, Advance Green Futures Limited, in December 2024, based on the presented business case. Since then, the land at Potland Burn has been formally registered as a Habitat Bank with Natural England under registration number BGS-210325001 on 28 April 2025, in the name of its current owner ANDL.

The report pack recommended that the Committee:

1. Note the dormant status of Advance Green Futures Limited.
2. Review and comment on the Business Case for Advance Green Futures Ltd to establish the habitat bank(s) and to authorise the Northumberland County Council shareholder representative to give formal approval for the Business Case.
3. Approve the transfer of the Potland Burn site from Advance Northumberland (Developments) Ltd to Advance Green Futures Ltd, subject to certain conditions, including confirmation by ANDL that it has complied with the requirements of the section 106 Agreement[^3] in place in relation to Potland Burn. [^3]: Section 106 agreements, also known as planning obligations, are legal agreements between local authorities and developers. They are used to mitigate the impact of new developments on the surrounding area by requiring developers to contribute to local infrastructure, affordable housing, or environmental improvements.

The report pack also included a draft business plan for the sustainability company to establish a Northern Habitat Bank with the mission to be the leading habitat bank and off site BNG provider in the North of England .

The business plan stated that the opportunity has arisen for this entity to be created on the back of legislation that came into force in February 2024 under the Environment Act of 2021. The BNG framework requires developers of sites (commercial, domestic, industrial, civil projects, infrastructure) to make a 10% biodiversity gain relating to the land under development.

The business plan stated that the new company will purchase the land at Potland Burn from sister company Advance Northumberland (Developments) Ltd, which has a total land area of 345 Hectares, to develop up to 194 Hectares as a habitat bank .

Appointment of Advance Northumberland Board Chair

The committee was scheduled to receive an update on the process and timetable for the recruitment of a new Board Chair for Advance Northumberland. Councillor Jeff Reid had held the position of chair of the AN Board since 2022, but he did not stand for re-election at the May 2025 election.

The report pack noted that a recent Local Partnerships Review of the governance of AN recommended that any future Chair should:

• Be independent of the council
• Have experience in a main area of company activity e.g. with experience of working on real estate programmes
• Have strong leadership and interpersonal skills to steer the board
• Be able to act as an ambassador for the company externally.

The candidate pack including role profile was attached at Appendix A of the report pack. The role was advertised, and longlisting of candidates was expected to be completed by 30 July. Shortlisting of the candidates will be undertaken by the Chair of the AN Remuneration Committee supported by the AN CEO and the Council's Shareholder Representative with final interviews taking place on 18 August.

The Council will be represented on the interview panel by two members of the Shareholder Cabinet Sub-Committee. The AN CEO and independent Chair of the Council's Audit Committee, Mr Peter Topping, will be the two other members of the panel.

Approval of Advance Northumberland Delegated Authority Policy

The committee was scheduled to consider a report seeking approval for an updated policy setting out the detail and levels of authority that are proposed to be delegated by the Advance Northumberland Board to the Chief Executive and cascaded further to other members of staff in the Company.

The delegated authority policy attached at Appendix A of the report pack was approved by the Advance Northumberland Board on 25 April 2025. Adoption of the policy is a reserved matter which requires shareholder consent under the current articles of association.

The report pack noted that the Financial Delegation Policy has now been refreshed to better reflect the day-to-day operational requirements of the Company and to reflect and clarify:

• the flow of authority from Shareholder to Board,
• the flow of authority from Board to CEO,
• the flow of authority from CEO to staff,
• the Schedule of Reserved Matters from the current 2024 Articles.

The report pack recommended that the Committee review and comment on the policy and authorise the Executive Director Transformation and Resources to finalise and give reserved matters consent to the policy in her capacity as Council shareholder representative.

Update on Northumberland Enterprise Holdings Ltd

The committee was scheduled to receive an update on the dormant status of the Council's wholly-owned company Northumberland Enterprise Holdings Ltd, note the composition of the Board of the Company following the recent Council elections, and seek approval to maintain the Company in its dormant status for a further year.

The report pack noted that Northumberland Enterprise Holdings Ltd was incorporated on 17 September 2020 as a wholly-owned company of the Council, following Cabinet approval on 11 February 2020 to bring forward a new group of up to 10 trading companies.

Following a review, Cabinet decided on 17 November 2022 to mothball the Company and make it dormant. At that meeting the decision was taken to close and dissolve the Company's only trading subsidiary, Northumbria Integrated Consultancy Ltd.

The report pack stated that there are no current prospects for any new business venture that would require incorporation. However, for the nominal cost of maintaining the registration at Companies House yet providing a ready-made existing legal entity with cash reserves should a need arise, it is proposed that the Company remain dormant for the time being.

The report pack recommended that the Committee note the update and agree that the dormant status of Northumberland Enterprise Holdings Ltd should be maintained at Companies House for a further year.

Draft Advance Northumberland Ltd Accounts 2024-25

The committee was scheduled to be presented with the draft Advance Northumberland (AN) accounts for the financial year ending 31 March 2025. The financial statements are currently under review by Advance Northumberland's external auditor, Robson Laidler.

The report pack noted that in order to align with the Council's accounting treatment of grants, adjustments have been proposed to the FY24 financial statements. This removes the need for the adjustments to be made by NCC when consolidating Advanced Northumberland's financial statements, which has previously been a requirement each year.

The report pack stated that the 2024-25 financial year marked a period of strong performance for the Group, with revenue growth of £22.8m (48%), a £7.7m (101%) increase in operating profit, and a £17.2m increase in profit before tax.

The report pack invited the Committee to review and comment on the draft accounts.