Issue - meetings

Recommendations

i)                 approve the Business Case at Appendix A

ii)                approve the implementation of a new jointly owned company, in accordance with the details set out in the Business Case at Appendix A;

iii)              approve the setting up of a company limited by guarantee;

iv)              delegate to the Chief Executive (as Shareholder Representative) the approval of any dividend payment by Veritau Limited and authorise the Chief Executive (as Shareholder Representative) to sign any relevant shareholder resolutions in relation to a dividend;

v)               approve the investment of a “subscription fee” in NewCo;

vi)              delegate the approval of the articles, the company name, the members agreement and any other governance documents associated with new company to Assistant Chief Executive – Legal and Democratic Services;

vii)             delegate the Council entering into all other agreements and documents

necessary for the establishment of the new company to the Assistant Chief

Executive – Legal and Democratic Services;

viii)           delegate to the Assistant Chief Executive Legal and Democratic Services to

progress and conclude the working arrangements of NewCo including the

method of the provision of support services, staffing and secondment

arrangements between NewCo and Veritau Limited;

ix)              delegate all other necessary steps to secure the implementation of the

proposed Option to the Assistant Chief Executive – Legal and Democratic

Services;

x)               delegate to the Chief Executive (as Shareholder Representative) the appointment of the directors of NewCo on behalf of the Council; and

xi)              agree that the appointed officers to the board of directors of the company on behalf of the Council will be entitled to indemnity in accordance with the Council’s Indemnity Policy for Members and Employees.

Considered – A report of the Corporate Director of Resources which provided a business case for the establishment of a new company for the provision of audit, counter fraud and information governance services which would adhere to the Teckal exemption in the Public Contracts Regulations 2015 and be known as Veritau Public Sector Limited.  Approval was sought for the establishment of the new company which would be jointly owned between North Yorkshire Council, City of York Council, Middlesborough Borough Council and Redcar and Cleveland Borough Council and limited by guarantee.  Approval was also sought for the existing company, Veritau Limited, to operate on an entirely commercial basis in the future without the benefit of Teckal exemption.

The Assistant Director Resources introduced the report and confirmed that the new company would be not for profit.

Resolved (unanimously) – that:

i)                 the Business Case at Appendix A be approved;

ii)                the implementation of a new jointly owned company, in accordance with the details set out in the Business Case at Appendix A, be approved;

iii)              the setting up of a company limited by guarantee be approved;

iv)              the Chief Executive (as Shareholder Representative) be delegated the approval of any dividend payment by Veritau Limited and authorise the Chief Executive (as Shareholder Representative) to sign any relevant shareholder resolutions in relation to a dividend;

v)               the investment of a “subscription fee” in NewCo be approved;

vi)              the approval of the articles, the company name, the members agreement and any other governance documents associated with new company be delegated to Assistant Chief Executive Legal and Democratic Services;

vii)             the Council entering into all other agreements and documents necessary for the establishment of the new company be delegated to the Assistant Chief Executive Legal and Democratic Services;

viii)           the Assistant Chief Executive Legal and Democratic Services be delegated to progress and conclude the working arrangements of NewCo including the method of the provision of support services, staffing and secondment arrangements between NewCo and Veritau Limited;

ix)              all other necessary steps to secure the implementation of the proposed Option be delegated to the Assistant Chief Executive Legal and Democratic Services;

x)               the Chief Executive (as Shareholder Representative) be delegated the appointment of the directors of NewCo on behalf of the Council; and

xi)              the appointed officers to the board of directors of the company on behalf of the Council will be entitled to indemnity in accordance with the Council’s Indemnity Policy for Members and Employees.