Purpose

Approval of the appointments of new non-executive directors of Oxford City Housing Limited and its’ Subsidiaries, Oxford City Housing Development Limited and Oxford City Housing Investment Limited, trading collectively as OX Place.

Decision

The Cabinet Member for Citizen Focussed Services and Council Companies decides as follows:

The Shareholder of Oxford City Housing Limited (“OCHL”) and it’s subsidiaries Oxford City Housing Development Limited (“OCH(D)L”) and Oxford City Housing Investment Limited (“OCH(I)L”) resolved that:

1. 1          Tariq Kazi be appointed as a non-executive director of OCHL and subsidiaries OCH(I)L and OCH(D)L.
2. 2          Rachel Bagenal be appointed as a non-executive director of OCHL and subsidiaries OCH(I)L and OCH(D)L.

Reasons for the decision

1.    The consent of the sole shareholder is required prior to the appointment of any board of director of OCHL. The current practice is to have an equal balance between Independent and Council nominated directors on the Board. 

2.    The Shareholder agreement between the Council and the companies requires that the NED’s are a minimum of three and best practice is that the NED’s are more in number than the Executive Directors on the Board. Appointment of these new NED’s will ensure that this is adhered to.

3.    The agreed terms for the previous NEDs come to an end at the end of September 2026. To avoid a period of vacancy in the roles, the Board is seeking approval through the delegated decision process rather than at the next Shareholder’s meeting to held in early November 2026. 

Alternative options considered

1.    The appointment of council officers to fill these roles is not a feasible option as there is no one with sufficient seniority, capacity and expertise available for the role.    It is also not in line with best practice which is that for wholly owned subsidiaries of the Council should include external NEDs to bring independence and additional expertise and experience. 

2.    The Shareholder could choose to not appoint either Tariq Kazi or Rachel Bagenal as Non-Executive Directors, leaving the posts vacant. However, the best practice is that a wholly owned company has an appropriate structure, size and balance of skills and experience to support the strategic objectives and values of OCHL, this would not be recommended.

3.    Leaving these positions vacant would also not be consistent with best practice and governance framework required by the Council to ensure the OCHL Board retains an appropriate structure, size and balance of skills and experience to support the strategic objectives and values of OCHL.