Purpose

The Shareholders’ Sub-Committee to consider the recommendations of the report, in relation to East Hampshire Norse (EHN).

Decision

It was RESOLVED that the Shareholders’ Sub Committee:

a.               Noted that Andy Tansley will cease to be a director of East Hampshire Norse Limited and approve the appointment of Joanna Huxtable, Norse Group Senior Director, in his place as a director appointed by Norfolk County appointment and consent requirements.

b.              Delegated authority to the Monitoring Officer, to issue East Hampshire District Council’s written consent to the appointment once satisfied that the appointment notice complies with Article 17.9 and the Shareholders Agreement, and to require written confirmation that the Company’s register of directors and Companies House record have been updated.

Reasons for the Decision:

Sought Shareholders Sub Committee approval to the appointment of Joanna Huxtable, Norse Group Senior Director, as a Norfolk County Council appointed director of East Hampshire Norse Limited in place of Andy Tansley, Norse Group Director of Operations. It also records the governance steps required to give effect to the appointment.

Alternative Options Considered:

Option 1

Withhold consent, has been discounted. No evidence has been identified that Joanna Huxtable is ineligible or that the appointment would prejudice the Council’s shareholder interests. Withholding consent without reasonable grounds would be inconsistent with Article 17.3.

Option 2

Note the change without issuing written consent, has been discounted. It would leave the Article 17.3 condition unsatisfied and create an unquantified risk that the appointment is not validly constituted.

Option 3

Approve the appointment subject to the final written notice and statutory  updates, is recommended. It gives effect to the agreed shareholder governance framework and avoids disruption to Board quorum and decision making.