Purpose

This report asks the Executive Director Supporting
Communities acting as the Council’s nominated Shareholder
Representative for Camden Living Ltd (Council’s CL
Representative), to action the first part of the Implementation
Strategy agreed by Cabinet on 7th September 2022. This
would update the structure of Camden Living Ltd, and
create a Camden Living group of companies (CL Group).
It is proposed to set up a new
holding company called ‘Camden Living Group Ltd’ (or
“CLGL”) under which will sit two subsidiary companies
identified provisionally as ‘Camden Living General Offer
Ltd’ (or “CLL”) and ‘Camden Living Social
Offer Ltd’ (or “CLR”). CLR will have housing
delivery objectives that will meet the Regulator for Social Housing
(the Regulator)’s eligibility requirements to become a
Registered Provider (RP) of social housing. The main purpose of
this report is to authorise incorporation of this updated
structure.
Further reports will be brought
to the Council’s CL Representative to confirm the strategy
for the new RP to acquire 34 new social homes in Central Somers
Town that are currently under development and to agree how the new
group will operate and interact with the Council. Other functions
of the Council will also be asked to make further decisions
concerning CL Group (e.g., a formal Council landowner decision to
sell the 34 units to CLR).
These proposals will contribute
to the aspirations set out through We Make Camden, by increasing
the Council’s capacity to create genuinely affordable homes
through the Community Investment Programme by financing delivery
outside of the Housing Revenue Account (HRA).

Content

THAT the Executive Director
Supporting Communities, acting as the Council’s CL
Representative, in consultation with the Executive Director
Corporate Services, Cabinet Member for New Homes, Jobs and
Community Investment, the Cabinet
Member for Better Homes, the Cabinet
Member for Finance and Cost of Living, and the Borough
Solicitor’s representative, are asked to:

a)        
Agree to action the first part of the Implementation Strategy
approved by Cabinet on 7th September 2022 and create the
CL Group, as set out in section 2 of this
report;

b)        
Agree to the incorporation of two new companies: CLGL, the
holding company, and a subsidiary CLR, and adopt the constitutions
for the new CL Group as set out in section 2.6 and Appendix B of
this report;
 

c)         
Agree the Governance Agreements for the CL Group in Appendix
C and D (including the Decision Making Protocols
described in section 2.3-2.5 and schedules 4 in each of Appendix C
and D);
 

d)        
Agree to the steps required to interpose the new holding
company, CLGL, into the existing corporate structure of Camden
Living Ltd, as set out in paragraph 2.1 of this
report;
 

e)        
Note CL Group’s commitment to “Camden Living
Values” of openness transparency and inclusivity set out in
paragraph 2.7- 2.9 of this report;
 

f)          
Agree to appoint Directors of the Boards of each company
within the CL Group, as set out in Appendix
A;
 

g)        
Agree to appoint Principal Lawyer (Aidan Brookes) as Company
Secretary for each of the companies as set out in paragraph
2.10;
 

h)        
To authorise 
the  Company Secretary in consultation
with the Chair of CLGL the power to agree minor amendments to
clarify CL company documents if required e.g. as part of the
application process;
 

i)          
Give Council’s CL Representative’s approval and
support to the proposed CLR application to the Regulator to become
a Registered Provider; and
 

j)          
Note the Director of Finance’s in principle commitment,
subject to further financial modelling and assessments of the
affordability and sustainability of the available mechanisms, to
provide a lending facility to Camden Living Social Offer Ltd, to
enable it to purchase 34 units at Central Somers Town Phase 2 for
use as social rent homes.