The Ealing Council Shareholder Committee convened to discuss and approve updates to the Shareholder Agreement and Articles of Association for Greener Ealing Limited (GEL). The committee agreed to move into a closed session to discuss the resolutions, and ultimately approved the amended Shareholder Agreement and the updated Articles of Association.

GEL Shareholder Agreement and Articles of Association

The Shareholder Committee approved the amended Shareholder Agreement between Greener Ealing Ltd and Ealing Council, as well as the updated Articles of Association of Greener Ealing Ltd.

The report presented to the committee explained that following the establishment of the Shareholder Committee, Greener Ealing Limited (GEL) had reviewed and updated the Shareholder Agreement and Articles of Association. The changes primarily update the governance and oversight of GEL, including reviewing and updating matters to be considered by the Shareholder via the Shareholder Committee.

The report noted that the Shareholder Committee is required to agree to the Articles of Association for Greener Ealing Ltd and Shareholder Agreement. It stated that not updating the Shareholder Agreement and/or the Articles of Association was an alternative option, but one that was not recommended.

The updated Articles of Association define key terms such as Shareholder Reserved Matters and Shareholder Reserved Power, clarifying the decision-making authority of the Shareholder Committee. They state that decisions on matters specified in a Relevant Agreement (the Shareholder Reserved Matters) are reserved to the Shareholder of the Company from time to time. They also state that the Shareholder may, by Special Resolution, direct the Directors to take, or to refrain from taking, any specified action in exercise of the Shareholder Reserved Power.

The Articles also cover a range of governance and operational aspects, including:

• Board Composition: The board shall consist of no more than five and no less than three directors, with a minimum of two Council Directors and one Independent Director.
• Appointment and Removal of Directors: All directors are appointed by an Ordinary Resolution of the Shareholder. The Shareholder can remove any or all of the directors at any time.
• Directors' Interests: Directors must declare any direct or indirect interests in contracts or dealings with the company.
• Board Meetings: Board meetings can be called by any director with at least seven clear days' notice.
• Share Capital: Shares in the company cannot be transferred without the Shareholder's approval and can only be transferred to a Successor Body.
• Dividends: The company may declare dividends by an Ordinary Resolution of the Shareholder, based on the Board's recommendation.

The report concluded that the changes set out within the appendices have no significant financial or budgetary impacts, and that the proposed changes to the Shareholder Agreement between Greener Ealing Ltd and Ealing Council and the Articles of Association of Greener Ealing Ltd have been reviewed by Legal Services and are appropriate for a council owned company.

Minutes of the Previous Meeting

The committee approved the exempt and public minutes of the meeting of the Shareholder Committee held on April 16 2025.

At that meeting, the committee agreed the Greener Ealing Business Plan, and noted the related council budget for the existing total Greener Ealing scheduled works contract sum of £29,640,000 for 2025/26.

The attendees at the meeting were: Councillor Peter Mason, Chair of the Committee, Councillor Louise Brett, Deputy Leader and Cabinet Member for Safe and Genuinely Affordable Homes, Councillor Stephen Donnelly, Cabinet Member for Inclusive Economy, and Councillor Paul Driscoll, Cabinet Member for Climate Action. Also present were officers from LBE, and staff from Greener Ealing, including Kevin O'Leary, Mike Boult, and Katarina Pohancenikova.