Agenda item

This report sets out the action taken to ensure appropriate and effective governance of Council owned companies including the independent governance review undertaken by DLUHC, a self-assessment review of Council-owned companies undertaken by the Council’s internal audit team, and the governance review undertaken by the Interim Chair of BCP FuturePlaces Ltd which considered lessons learnt over the first year of operation.

Following the work undertaken above and the subsequent closure of BCP FuturePlaces Ltd, a review of shareholder governance arrangements for all Council-owned companies was undertaken by the Interim Corporate Director of Resources in November 2023.

The review recommends changes designed to provide clearer understanding of the respective roles, decision-making arrangements, and improved accountability along with next steps for implementation.

The Portfolio Holder for Transformation and Resources presented a report, a copy of which had been circulated to each Member and a copy of which appears as Appendix B to these minutes in the Minute Book. The Board was asked to consider the proposed shareholder governance arrangements, and the proposed plan and methodology for reviewing council companies, and report its views to Cabinet. The report set out the action taken to ensure appropriate and effective governance of Council owned companies including the independent governance review undertaken by DLUHC, a self-assessment review of Council-owned companies undertaken by the Council’s internal audit team, and the governance review undertaken by the Interim Chair of BCP FuturePlaces Ltd which considered lessons learnt over the first year of operation. Following the closure of BCP FuturePlaces Ltd, a review of shareholder governance arrangements for all Council-owned companies was undertaken by the Interim Corporate Director of Resources in November 2023. The review recommended changes designed to provide clearer understanding of the respective roles, decision-making arrangements, and improved accountability along with next steps for implementation. The Board raised a number of issues in discussing this item including:

·       That the review was in respect to Council owned companies and not charities such as BH Live and BH Live Enterprises.

·       How the Council behaved as a shareholder for these companies

·       Whether the reasons for having the companies were still valid.

·       The Best Value letter highlighted FuturePlaces as one of the areas which required improvement and there were a number if lessons to learn in relation to how the Council acted in this instance. However, there was no evidence of fraud or malpractice.

·       Removal of Councillors from boards of companies. Concern was raised that there were too many layers between the Councillors and the companies themselves. It was noted that there was a risk that information did not flow through the Council structure in the desired manner. Although it was thought with the right structure and delivery plans in place this shouldn’t be an issue. Concerns were also raised regarding accountability. It was suggested that members could be present as observer members on company boards.

·       That company boards were not a good vehicle for democratic accountability. Perception that decisions were being taken in secret. Companies were a delivery vehicle and not a forum in which policy should be discussed.

·       A caution was raised around bringing services in house just because it seemed easier, it was suggested that this needed to be fully considered and evaluated.

·       When FuturePlaces was formed there were Councillors on the Board but only until others could be appointed.

·       Seascape Homes and Seascape Group had never quite operated in the way set out in the report.

·       A member questioned whether it was broadly accepted that elected members should not be on the Boards of these companies. The Board was advised that one of the issues which could arise for members sitting on the board of a company would be a conflict of interest. Members would also bring a political dimension to the position. Taking these issues out of the equation would leave the Council with a simpler approach. 

·       Aspire Adoption Ltd – The report recommended a review of each company and would come back with recommendations once completed.

·       It was suggested that there should be a broader role for Overview and Scrutiny in relation to Council Companies than suggested in the appendix to the report.

The Portfolio Holder advised the Board that he was considering the recommendations to put before the Cabinet meeting and welcomed any comments from the Board. It was explained that it would be a single stage process of review for each company which would consider both the governance and the reasons for establishing it as a company initially and whether the reasons were still valid.  The Portfolio Holder advised that he value the Board’s contribution this evening and would consider how the recommendation can be further modified.

RESOLVED: It was agreed that the Chair would report comments raised by the Board to the Cabinet. The comments reported to Cabinet included:

·       When reviews are undertaken consideration must be given to not only the costs of providing services but also the benefits to residents in how the services are provided.

·       Reviews must take into account the level of accountability and transparency with whatever model is decided.

·       Reviews must consider that the Companies aims should be aligned with the Councils aims and strategies.

·       Consideration should be given to the role of Councillors on company boards and the involvement from Councillors in Council owned companies. There were too many levels between Councillor involvement and company operation. There should be the highest level of transparency for Council owned companies.

·       That the Scrutiny Function of BCP would decide how it will engage with and scrutinise Council owned companies and may choose to invite company representatives to participate in the scrutiny function.

·       Whether there was a need to undertake this process for all Council Companies including those which have been operating satisfactorily for a number of years.