The Company Governance Sub-Committee convened to discuss the business case for S80 Partnership Limited (S80), review company directorships, and address officer and member indemnity arrangements. The committee approved the business case for S80 Partnership Limited, endorsed changes to company directorships, and approved the grant of an indemnity for officers and members covering appointments to the council's companies. Councillor June Evans was elected Chair of the committee for the civic year 2025-26, and Councillor Steve Scotthorne was appointed Vice-Chair.

Business Case for S80 Partnership Limited

The committee approved the overarching business case for the council's wholly owned trading company, S80 Partnership Limited, as detailed in Appendix 1 - Business Case for S80 Partnership Limited a Local Authority Trading Company. Future individual business cases arising from commercial opportunities will be brought to the sub-committee for consideration and approval before implementation.

The council established S80 Partnership Limited as a local authority trading company (LATCo) to carry out commercial activities that benefit both the council and the local community. S80 was formed in 2017 to provide CCTV services and has since expanded to include property management and letting services. The business case outlines objectives including diversification of council income streams, more efficient and flexible service delivery, support for local economic growth, and operational separation of trading risks from the council’s core activities.

The report considered the risks of proceeding without a business case, including non-compliance with Section 80 of the Local Government Act 2003¹, which could expose the council to legal challenges and audit criticism. The approved business case aims to ensure the company operates effectively, in line with statutory obligations and shareholder expectations.

Review of Company Directorships

The committee approved the proposed changes to directorships as set out in the Review of Company Directorships report, and delegated authority to the relevant Company Secretary/Officer to make all necessary Companies House filings and update the company's statutory registers. The committee also noted the current composition of the Board of Directors for each of the council's companies.

The council is the sole shareholder of S80, Bersahill Limited, and Madison Court (Harworth) Residents Management Company Limited, and therefore has the right to appoint and remove directors.

The following changes were approved:

• S80 Partnership Limited Appointments: Craig Taylor, Assistant Chief Executive, Director of Regeneration and Housing (BDC)
• Bersahill Limited and Madison Court (Harworth) Residents Management Company Limited Resignations: Councillor Steve Scotthorne, Cabinet Member (BDC)

The changes are designed to balance political, officer, and independent representation, consistent with best practice for Local Authority Trading Company governance.

Officer and Member Indemnity

The committee approved the grant of an indemnity for officers and members to cover appointments to its companies. The indemnity arrangements are designed to cover the risks of claims that may be made against them personally, or other losses or liabilities they might incur, when representing the council on outside bodies, including its trading companies, or when carrying out special roles on behalf of the council.

The Officer and Member Indemnity report outlined that those who act as directors, trustees, or members of management committees may owe various statutory duties and/or fiduciary responsibilities to the outside body or bodies in question. The indemnity, detailed in Appendix 1 - Indemnity for Officers and Members of Bassetlaw District Council, would not apply to deliberate or reckless breaches of trust, nor any deliberate wrongdoing or recklessness, and would not apply in respect of members or officers serving on outside bodies in their private capacities.

The council has Officials Indemnity insurance which covers legal liability for negligent acts, accidental errors or omissions committed in good faith by council members, officials or employees in relation to council business, up to a maximum limit of £1 million.

Presentation on the activities of S80 Partnership Limited

Tony Ward, Director of S80 Partnership Limited, gave a presentation on the activities of S80 Partnership Limited, which the members received and noted. Members requested that the five-year business plans for S80 Partnership Limited be forwarded for inspection.

Verbal Presentation & Training - Bevan Brittan LLP

A verbal presentation and training session from Bevan Brittan LLP was deferred to a future meeting because representatives from the firm were unable to attend. Stella Bacon, the (Interim) Head of Legal & Governance, informed the committee that a joint training session was being sought, with three future dates to be circulated for choice.