Decision details

The Leader has, by way of written resolution, passed the following Resolutions in respect of Ubico Limited:

To APPROVE:

·         The replacement of the current Board composition with the Board composition model contained in the Board report dated 15^th August 2018 (as supplemented by the report appended to this Resolution) and to approve the outline recruitment process contained within that report.

·         The remuneration of independent Non- Executive Directors to be set at a maximum of £6,000 with flexibility to offer differentiation for the role of Chair.

The Resolutions will be effective if the other shareholding councils pass the same resolutions.

Following the completion of an independent Ubico Board Effectiveness Review, the Ubico Board of Directors recommended that Ubico needed to consider re-shaping its existing Board to include independent Non-Executive Directors (NEDs) to address an identified skills gap on the current Board.

All Shareholders were consulted on a new Board structure for Ubico. A consensus view was reached among shareholders that a new composition of the Board should be implemented and based on the skills required to drive the company forward. The composition is as follows:

• The addition of an Operations Director to a total of three Executive Directors

• Joint appointment of three Non-Executive Directors from the existing Local Authority Shareholders

• Undertake a joint recruitment process to appoint an Independent Chair and two further Independent NEDs

Necessary amendments are required to the Ubico Shareholder Agreement and Articles in order to allow for the joint appointment of NEDs.

However, the right of individual shareholders to appoint their own Local Authority NED will remain in the Shareholder agreement.

It is proposed that a maximum of two terms of three years is appropriate for the NEDs, meaning that any NED could not serve more than a total of six years on the Board.

To support a positive recruitment process for Independent NEDs, Campbell-Tickell, who completed Ubico’s Board Effectiveness Review, will be engaged to support shareholders in the recruitment process.

It is also agreed that a Remuneration of up to £6K is offered to the Independent NEDs in order to attract the best candidates for the available roles.

Consultation has taken place with the Managing Director- Place and Growth and One Legal