Agenda item

The Committee received an exempt report from the Director which set out further supplementary information regarding the Director’s Progress Update. A copy of the exempt report, marked ‘Agenda Item 7’, is filed with these minutes.

The exempt report was not for publication as it contained information relating to the financial business affairs of a particular person (including the authority holding that information).

In response to questions from members the Interim Director advised as follows:-

• the details of the number of Multi Academy Trusts (MATs) traded with would be circulated to members separately;
• ESPO had not undertaken any review of the use of plastics within the business. However given the recent environmental concerns this would be looked at.

With regard to the Trading Company the Management Committee conclude that:-

a)    ESPO Trading Limited should have a permanent chairman of the Board of Directors and that role shall be filled by the Acting Director or Director of ESPO from time to time;

b)    The Category C, Director nominated by the ESPO Chief Officer Group (COG), should serve for a period of office of two years with an option to continue as Director for a further period if ESPO COG so determine;

c)    The two Non-Executive Directors with industrial and business experience be nominated by the Board and appointed by the Shareholders;

d)    The quorum for meetings of the Board of Directors of ESPO Trading Limited should be four Directors one from each of the Category A, B, C and D Directors.(see note below);

e)    The Shareholders be entitled to nominate non-voting observers to attend Board meetings to keep abreast of the activities of the Company;

f)     Each member authority to nominate one of its members on the ESPO Management Committee to serve as its Shareholder Representative of ESPO Trading Limited;

g)    The general meetings of the Shareholders of ESPO Trading Limited should be chaired by the Chairman of ESPO’s Management Committee.

[Note.   Following the meeting concerns were raised that if the presence of the Non- Executive Director (the proposal being to appoint one to start with) was made a requirement it might create problems in the event that the person nominated was unable to attend because of illness or holidays and would hinder the discharge of business. To reflect the views of the Management Committee, balanced against the need for the Board to be able to take timely decisions, the Consortium Secretary consulted with members of the Management Committee and agreed the following revised resolution in respect of (d) above and is reflected in the decisions below:-

d)    the quorum for meetings of the Board of Directors of ESPO Trading Limited shall be four Directors (as at present) and, in addition, seek attendance from each of the Category A, B, C and D Directors, to the extent with the Board’s need to make decisions in order to manage the company.

RESOLVED

a)    That the supplementary report of the Interim Director be noted;

b)    That with regard to the incorporation of the trading company the following be agreed:-

                      i.        That ESPO Trading Limited should have a permanent chairman of the Board of Directors and that role shall be filled by the Acting Director or Director of ESPO from time to time;

                    ii.        That the Category C Director nominated by the ESPO Chief Officer Group (COG), should serve for a period of office of two years with an option to continue as Director for a further period if ESPO COG so determine;

                   iii.        That the two Non-Executive Directors with industrial and business experience be nominated by the Board and appointed by the Shareholders;

                   iv.        That the quorum for meetings of the Board of Directors of ESPO Trading Limited shall be four Directors (as at present) and, in addition, seek attendance from each of the Category A, B, C and D Directors, to the extent with the Board’s need to make decisions in order to manage the company;

                    v.        That the Shareholders be entitled to nominate non-voting observers to attend Board meetings to keep abreast of the activities of the Company;

                   vi.        That each member authority to nominate one of its members on the ESPO Management Committee to serve as its Shareholder Representative of ESPO Trading Limited;

                  vii.        That the general meetings of the Shareholders of ESPO Trading Limited should be chaired by the Chairman of ESPO’s Management Committee;

                viii.        That officers be authorised to finalise the various legal documents required in order to incorporate ESPO Trading Limited.