Cheltenham Borough Council
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Decision details

Articles of Association and Shareholders' Agreement Gloucestershire Airport Limited

Decision Maker: Leader

Decision status: Recommendations Approved

Is Key decision?: No

Is subject to call in?: Yes


1.    To agree the new Articles of Association and Shareholders’ Agreement in respect of Gloucestershire Airport Limited


2.    To sign the written resolution for adoption of the new Articles of Association for Gloucestershire Airport Limited.


3.    To authorise the Borough Solicitor to undertake such processes as are necessary to complete and executive the documentation including agreeing any minor changes to text and formatting in order to aid clarity, consistency and legality

Reasons for the decision:

Cheltenham Borough and Gloucester City Councils, as the shareholders of Gloucestershire Airport Limited  (GAL), have been undertaking a comprehensive review of the governance arrangements for GAL.


The two key documents which set out the governance arrangements for GAL are the Articles of Association and the Shareholders’ Agreement. The former relates primarily to the Company’s own governance whilst the latter sets out those matters which are formally agreed between the Shareholders and the Company such as reporting arrangements and those decisions which are reserved to the Shareholders. Both documents have been reviewed.


The Articles and Shareholders’ Agreement now include provision for joint appointment of up to five specialist non-executive directors to the GAL Board. The original Shareholders’ Agreement included a scheme of delegation this has been revised and renamed the Schedule of Responsibilities which sets out the division of functions between the Shareholders, the Company Board and the Executive Management Team.


The GAL Shareholder Forum considered the new Articles and Shareholders’ Agreement at its meeting on 31 January 2018 and recommended them for approval by the Company and the Shareholders.

Alternative options considered:

This decision to agree the new Articles of Association and Shareholders’ Agreement flows from previous Member decisions to review and update the GAL governance arrangements and reflects those decisions. Therefore, no alternative options are appropriate in the circumstances.

Other reasons / organisations consulted

Consultation has been undertaken with GAL Board and management and senior officers at both Shareholder Councils.


The final documents have been agreed following input from GAL, advisory officers and the Shareholder Forum.

Publication date: 08/02/2018

Date of decision: 08/02/2018

Effective from: 16/02/2018

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