Agenda item

Report of the Leader

The Leader introduced the report which set out the proposals for governance of Ubico including decision making at Board meetings and the financial terms for new joiners to the company.

The Leader explained that it was proposed that the articles would be amended as appropriate for practical reasons.  He reported that all of those matters reserved for approval by shareholders were to be decided on a majority vote with some requiring a majority of not less than 75 %. The proposals also laid out the agreed cost of joining Ubico and this aspect of the proposals could not be delayed as 2 other councils were due to make a decision on joining in the next month. He stated that it was proposed that authority be delegated to the Director Resources, in consultation with himself to finalise and complete the Ubico Articles of Association and Shareholder Agreement on terms approved by the Borough Solicitor.

The Leader then made particular reference to the role of scrutiny in this process. He explained that the complication in the process was that there were two bodies, both Ubico and the Joint Waste Committee (which comprised 5 councils) with the latter looking strategically at waste collection. The Cabinet Member Clean and Green Environment managed the service level agreement and the Leader took decisions relating to the company. The Leader reported that it was custom and practice for Cheltenham to have a member observer on the board of Ubico, this however was not stipulated in the Articles. In terms of feedback from the recent scrutiny meeting it was accepted by all members that having observers from each partner on the Ubico Board would become impractical with the addition of new partners going forward. However, scrutiny members were reluctant to sever any link between the Board and elected representatives and suggested that two members representing all partner authorities could be a satisfactory compromise. The Ubico board had offered briefing meetings to a broader group of members as an alternative way to improve scrutiny.

The Cabinet Member Clean and Green Environment acknowledged that there needed to be meaningful scrutiny but it was important to investigate how this could be best achieved. To that end the Leader suggested that an additional recommendation be proposed stating that a further review be undertaken by the Leader with regard to the informal member observer role at Ubico Board meetings. Members agreed with this approach.

RESOLVED THAT

1.     the Leader be authorised to take a decision, by way of a written resolution, to amend the Ubico Articles of Association and the Shareholder Agreement, based on the terms outlined in section 2 of the report and detailed at Appendix 2.

2.     authority be delegated to the Director of Resources, in consultation with the Leader, to finalise and complete the Ubico Articles of Association and Shareholder Agreement on terms approved by the Borough Solicitor.

3.     the founder compensation payment of £45,333 to the founder councils for each new joiner to Ubico be approved, as set out in section 4 of the report.

4.     A further review is undertaken by the Leader with regard to the informal member observer role at Ubico Board meetings