Minutes:
Executive considered a report in relation to expressions of interest for Members to sit on the Dragonfly Board of Directors.
In order to progress the governance arrangements required, it was necessary to appoint additional Directors to the Board of Dragonfly Development Ltd and Dragonfly Management (Bolsover) Ltd.
The CIPFA Good Practice Guide on Local Authority Companies advised that a company should have sufficient freedom to achieve its objectives and to be able to compete with other companies in the market. This, however, needed to be balanced against the Council’s needs to retain effective oversight of the company to protect its investment and ensuring the company acted in accordance with the Council’s ethos and values.
It was essential that Board Directors offered the company and existing Directors long term stability. This was to ensure consistency of decision making and a thorough level of understanding and experience of the Dragonfly Group operations.
Currently, there were two Directors of Dragonfly Development Ltd, Councillor Steve Fritchley and Grant Galloway, (CEO Dragonfly Group).
At its meeting on 1st February 2023, Council had agreed that Executive would receive a further report to approve additional appointments to the Board of Directors.
There was no set rule regarding the maximum number of Directors on the Board, however, accepted practice suggested this should be between 4 and 7 (up to 10 in some guidance).
Prior to the recent District Elections, all Council Members (at that time), received an invitation to express an interest in becoming a Director on the Board. Subsequently, four Members had expressed an interest and had attended a briefing session for further information, which was held on 8th March 2023.
However, with the District Elections due to take place soon after, it was agreed that appointment to the Boards of Directors would be paused until after the Council’s Annual Meeting on 24th May 2023.
Following this, a further new request for expressions of interest had been issued to all Councillors and as part of the Members Induction Programme, a briefing session regarding the Dragonfly Group took place on 6th June 2023. This enabled all new Members to gain further information regarding the companies, their purpose, and how they operated.
In response, four expressions of interest had been submitted along with details of key skills and experience - these were attached at Appendix 1 to the report. It was considered the make-up and mix of skills and experience demonstrated by these Members was appropriate, suitable and sufficient to ensure the Board of Directors could operate in an effective and appropriate manner.
Following the appointment of Directors to the Boards, consideration of remuneration would be undertaken by an Independent Remuneration Panel to establish whether this was appropriate, in order to ensure commitment of time and retention of skills and knowledge on the Board. Clarity would also be sought as to whether remuneration would be classed as a special responsibility allowance and paid by the Council under the Member Allowance scheme
Moved by Councillor John Ritchie and seconded by Councillor Duncan McGregor
RESOLVED that (1) the Expressions of Interest submitted by the Members listed in paragraph 2.9 and contained within Appendix 1 to the report be accepted,
(2) the Members listed in paragraph 2.9 and contained within Appendix 1 to the report be passed as nominees to the existing Board of Directors for formal agreement,
(3) the Council’s Chief Executive, in consultation with the Portfolio Holder for Growth, is delegated the power to formally approve the appointments of the Members nominated and formally accepted by Dragonfly Development Ltd and Dragonfly Management (Bolsover) Ltd to the Boards of Directors.
(Chief Executive)
Reasons for Recommendation
It is essential the Council appoints Directors to the Boards of Directors of Dragonfly Development Ltd and Dragonfly Management (Bolsover) Ltd to ensure appropriate governance arrangements are in place.
Alternative Options and Reasons for Rejection
It is a requirement for the Council to appoint to the Boards of Directors for the wholly owned companies, the alternative of not doing so is rejected