Agenda item

Kerry Metcalfe presented the report and highlighted the following key points:

·        Overall, the review concluded that the reporting of governance around commercial entities was compliant, robust and appropriate. Some of the eleven recommended actions remain outstanding due to staffing changes and competing priorities. It is the aim that any residual actions will be completed by the end of this calendar year.

·        The Brierley Board and Shareholder Committee have continued to operate effectively.

·        One of the recommendations concerns elected members serving on boards. To ensure alignment with guidance and to avoid conflicts of interest, it is recommended that such appointments will only be made where City of York Council also has board representation. Oversight will be provided through the Shareholder Committee.

The following points were raised during the discussion.

·        A question was raised regarding the winding up of NYNet 100 Limited (referenced in paragraph 3.6 of the report), and it was confirmed that an update would be provided following the meeting.

·        Concern was expressed about the limited progress against the recommendations. It was acknowledged that there are gaps, and an update on actions will be brought to a future meeting. An officer group is in place to ensure that the recommendations are enacted.

·        Concerns were raised about the proposed reduction in elected member involvement across company boards. It was suggested that Councillors could provide useful insight and that a broader representation could strengthen oversight and alignment with Council objectives. It was also noted that Councillors are directly accountable to the public and therefore may be well placed to take these positions. Some Members raised concerns that Shareholder Committee meetings have been brief, which raised doubts about the Committee’s effectiveness. In response, it was explained that the Conflicts of Interest Policy advises against elected members being appointed as directors. While this does not constitute a formal prohibition, it aims to minimise potential conflicts of interest. It was also noted that CIPFA guidance – “Local Authority Owned Companies – A Good Practice Guide 2022 Edition” provides recommendations regarding elected members holding directorships in wholly owned local authority companies. It was explained that detailed oversight of all active companies is provided through the Brierley Board, where performance is discussed in depth. The Shareholder Committee remains the formal oversight forum and is a public meeting, whereas Brierley Board meetings are private due to commercially sensitive information. Some Committee members suggested that, if Councillors are to be appointed to boards, advice should be sought as this would be a departure from the guidance.

·        It was noted that in Appendix A, a director for Yorwaste Ltd was incorrectly listed as ‘Brian White’ instead of ‘Greg White’.

·        A query was raised about the timescale for progressing Recommendation 1 concerning the Conflicts of Interest Policy. It was confirmed that the Audit Committee was being invited to comment, and if no comments were received, the recommendation would be implemented as soon as possible.

·        A concern was raised regarding the number of incomplete annual declarations of interest. A query followed about whether external audit reviews these, and it was confirmed that this is a requirement. It was also noted that insufficient or incomplete declarations could potentially constitute an offence under the regulations. Members highlighted that Recommendation 3 should read that directors ‘must’ provide annual declarations of interest.

Resolved

a)     That the Committee notes the report.

b)     That comments raised by the Committee are noted by Officers.

c)     That an update regarding NYNet 100 Limited be provided outside of the meeting.

d)     That an update on progress against the outstanding recommendations will be brought to a future meeting.