Decision details

That NYC, acting as sole Shareholder/Owner of Align Property Services Limited (the “Company”), has approved:
• the appointment of Nic Harne as a director to the Company;
• the removal of Gary Fielding as director to the Company.

Align Property Services Limited (“the Company”) is owned by the Council. Due to the Company being a “teckal” complaint company, the Company’s Articles of Association include various reserved matters, which are decisions that must be taken by the Company’s shareholder. As NYC is the sole member of the Company, the Council’s approval was required to enable the Company to appoint and remove Council directors. In particular Reserved Matter 2 within the Company’s articles of association requires shareholder approval for “the appointment […] of any of the Council Directors” and Reserved Matter 4 requires shareholder approval for “the removal of any of the Council Directors […]”. Director appointments and removal of Council directors are also specifically delegated to the Shareholder Representative under the Shareholder Committee terms of reference.

There is a requirement to remove Gary Fielding as a result of his departure from North Yorkshire Council.

The Articles of Association require the Company to have a minimum of three directors, with at least two Council Directors. This appointment will allow the Company to continue to comply with these requirements.

The following options were considered and rejected:

• Not appointing a Director – this option was rejected as this would not be compliant with the Company’s Articles of Association