The Constitution and Governance Committee met to discuss governance arrangements for council-owned entities, rules for substitute councillors, and the member development strategy. Councillors recommended changes to Article 21 - Governance Arrangements of Council Owned Entities to be implemented, and also recommended an amendment to Council Procedure Rule 4.2.2 - Allocation of Substitutes. The committee decided to make no changes to the Member Development Strategy at this time.

Governance of Council Owned Entities

The committee addressed the Review of Article 21 - Governance Arrangements of Council Owned Entities and the Protocol for Governance Arrangements of Council Owned Entities, focusing on proposed changes to Article 21 and its associated protocol. The recommendations were shaped by discussions from the Corporate Finance and Performance Overview and Scrutiny Committee meeting on 14 October 2025.

The committee recommended to the council that the proposed changes to Article 21 be implemented immediately, including:

• Revised wording in the protocol regarding the purpose of the entities
• Confirmation that both officers and members may serve on boards, with reference to training requirements for all board members (both officer and member)
• Inclusion of a glossary of key terms
• Clarification of the role of scrutiny within paragraphs 7.1 to 7.3
• A review of the governance arrangements to be undertaken by the Corporate Finance and Performance Overview and Scrutiny Committee within 12 to 18 months of full council's decision, with any issues referred back to the Constitution and Governance Committee as necessary.

They also agreed to delegate authority to the Head of Commercial Assurance to make amendments to the protocol, including grammatical, legislative compatibility and other minor amends when required, and that subject to full council's decision on the above recommendations, the proposed changes to the Protocol for Governance Arrangements of Council Owned Entities be approved.

During the discussion, several points were raised:

• Definition of Executive : It was clarified that executive decisions are made by the Leader, who delegates authority to the Cabinet and officers.
• Terminology Change: The change from company to entity was discussed, with the explanation that entity reflects the broader range of legal structures now used by the council, including limited liability partnerships.
• Scrutiny's Role: Clarification was requested regarding scrutiny's exclusion from reviewing business plans, with a suggestion to reword paragraph 7.2 of the protocol for clarity.
• Audit Committee's Role: The Audit Committee's role in reviewing the council's Annual Governance Statement was discussed, with officers working to streamline the information provided to the committee regarding council-owned entities.
• Member Training: The need for member training for board roles was identified, with officers confirming that relevant training was already available for both officers and members.
• Member Engagement: The relationship between the wider membership and the entities needed clearer definition, particularly regarding access to information and engagement.
• Visit Cornwall: A member referred to the recent closure of Visit Cornwall and requested clarification on member engagement in such situations. It was confirmed that Visit Cornwall was not a council-owned entity.

Allocation of Substitutes

The committee addressed Council Procedure Rule 4.2.2 - Allocation of Substitutes, which had been referred back to them from the council for further consideration.

The committee recommended to council that Procedure Rule 4.2.2 be amended as follows:

Where a member of a committee is unable to attend a meeting, they have the following options:

1. The member may arrange for a validated substitute to attend from their group, and not take part in the meeting (save where this is expressly excluded in the constitution);
2. The member may join remotely in a non-voting capacity to speak, and not appoint a substitute.

If a substitute member is appointed, the substantive member may not attend the meeting. This does not prevent the substantive member from watching the matter on livestream or similar.

The first of either the substantive member or the validated substitute to join the meeting will be judged to be the member formally participating for the duration of the meeting. Where the substitute is the participating member and the substantive member seeks to join remotely, the Chairman of the meeting will exclude the latter from the remainder of the meeting.

During the debate, the following points were noted:

• A member considered the issue to be relatively straightforward: if a member was unable to attend in person, they could either attend remotely without voting rights or appoint a substitute who would assume voting rights. In this case, the substantive member would not be permitted to attend remotely.
• There was general agreement that any substitute must be a validated substitute, and that this requirement should be included in the recommendations.
• It was considered important to codify the guidance to ensure clarity for members.
• It was noted that meetings were recorded and could be viewed afterwards.

Review of Member Development Strategy

The committee reviewed the Member Development Strategy, noting that the recent Member Induction Survey provided no evidence to suggest changes were necessary.

The committee resolved that:

1. No changes be made to the Member Development Strategy at this time, with a placeholder added to the unscheduled part of the committee's work programme to enable a further report to be brought forward should circumstances change;
2. Feedback from members arising from the survey be taken forward as appropriate through the committee's work programme.

The committee was also updated on current compliance rates for mandatory e-learning, as follows:

• Climate literacy 67%
• Cyber security 74%
• Domestic Abuse and Sexual Violence 67%
• Information Governance 75%
• Safeguarding 68%
• Equality, Diversity and Inclusion and Human Rights Awareness 46%

During the debate, the following points were noted:

• A member considered that planning training should be mandatory.
• The importance of cyber security training was highlighted, with a view that it, along with the code of conduct, should be mandatory.
• It was clarified that the decision to implement mandatory training had been political, and not officer-led, and that it had also been informed by benchmarking with other councils.
• A suggestion was made to offer pre-election training to better prepare prospective candidates and reference was made to the plans to hold an additional pre-candidature event, involving the Cornwall Association of Local Councils at a mid-term point in the quadrennial to support this.
• A member welcomed the visibility of training attendance on members' profile pages and queried whether non-completion of mandatory training could also be shown.
• Concerns were raised about equality for full-time workers standing for election, given the time commitment required for strategic training.