Issue - meetings

Recommendations

Executive are requested to:

      i)         approve the Business Case at Appendix A;

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

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

    iv)         approve the investment of a nominal share capital of one £1 share in NPSL;

     v)         approve NYnet Public Sector Limited as the name of the new wholly owned company;

    vi)         approve the appointment of the Chief Executive, the Assistant Chief Executive (Legal and Democratic Services), Alastair Taylor, Peter Scrope and Richard Doyle as directors of NPSL;

  vii)         approve the appointment of the Assistant Chief Executive (Legal and Democratic Services) as company secretary of NPSL;

 viii)         approve the appointment of the Corporate Director (Resources) as the Shareholder Representative for NYnet Limited and NPSL;

    ix)         delegate the approval of the articles of association and any other governance documents associated with NPSL to the Assistant Director (Legal);

     x)         delegate the approval of the amendments to the memorandum (including company objects) and articles of association, and any other governance documents associated with the change of NYnet Limited to a commercial company to the Assistant Director (Legal);

    xi)         delegate to the Corporate Director (Resources), in consultation with the Assistant Director (Legal), to conclude all steps to agree a reduction of the current loan facility cap to NYnet Limited from £10m to £5m and a new loan facility of £5m to NPSL;

  xii)         delegate to the Assistant Director (Legal) to progress and conclude the working arrangements of NPSL including the method of the provision of support services, staffing and secondment arrangements between NPSL and NYnet Limited;

 xiii)         delegate all other necessary steps to secure the implementation of the proposed option to the Assistant Director (Legal);

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

  xv)         delegate to the Assistant Director (Legal) the approval of the termination of the Council’s existing contract with NYnet Limited and the direct award of new contracts to NPSL under the Teckal exemption or novation of existing contracts as required

 -------- Councillor Gareth Dadd in the Chair for this item --------

Considered – A report of the Corporate Director Resources which provided the Business Case for the establishment of a new company for the provision of a Wide Area Network (WAN) solution and digital services which would adhere to the Vertical Arrangement (also known as ‘Teckal’) exemption in the Procurement Act 2023. 

Approval was sought for the establishment of a new company which would be wholly owned by North Yorkshire Council and limited by shares on the basis of a Business Case.  The new company would be known as NYnet Public Sector Limited. 

Approval was also sought for the business model of the existing company, NYnet Limited, to be changed to enable it to operate on a commercial basis in the future outside the scope of the Procurement Act 2023 and without the benefit of the Teckal exemption.

The Corporate Director Resources, Gary Fielding, explained that the existing company had successfully delivered the Council’s WAN and services for many years and undertaken some commercial work. To preserve Teckal compliance for public sector contracts and to enable a clearer commercial arm, it was proposed that a new company be created for public-sector contracts, leaving the current company to focus on commercial activity.

Councillor Kevin Foster queried the financial risk to the Council were the company to experience difficulties. Officers advised the proposals did not increase overall exposure; robust governance and shareholder controls would continue to apply. Members noted that all trading companies inherently carried risk, but the Council had benefited materially from its company portfolio over recent years.

(Councillors Carl Les and Mark Crane declared an interest in the item and left the room during the debate and vote thereon.)

Resolved (unanimously)

That Executive:

      i)         approve the Business Case at Appendix A;

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

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

    iv)         approve the investment of a nominal share capital of one £1 share in NPSL;

     v)         approve NYnet Public Sector Limited as the name of the new wholly owned company;

    vi)         approve the appointment of the Chief Executive, the Assistant Chief Executive (Legal and Democratic Services), Alastair Taylor, Peter Scrope and Richard Doyle as directors of NPSL;

  vii)         approve the appointment of the Assistant Chief Executive (Legal and Democratic Services) as company secretary of NPSL;

 viii)         approve the appointment of the Corporate Director (Resources) as the Shareholder Representative for NYnet Limited and NPSL;

    ix)         delegate the approval of the articles of association and any other governance documents associated with NPSL to the Assistant Director (Legal);

     x)         delegate the approval of the amendments to the memorandum (including company objects) and articles of association, and any other governance documents associated with the change of NYnet Limited to a commercial company to the Assistant Director (Legal);

    xi)         delegate to the Corporate Director  ...  view the full minutes text for item 825