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Agenda item

Formation of a Trading Company for Yorkshire Purchasing Company

-           Director of Legal and Democratic Services to report.

Minutes:

Councillor Akhtar, Deputy Leader, introduced a report by the Director of Legal and Democratic Services, which highlighted how Rotherham was a founder member of the Yorkshire Purchasing Organisation and which now sought approval for the formation of a trading company, which would protect the current level of activity relating to schools/academies and allow the company to explore opportunities not currently available to a Joint Committee.

 

Details were provided on how the holding company would be established, how the current restrictions on the Joint Committee could be removed and the risks arising from legislative changes which could lead to difficulties for trade if it remained as a Joint Committee.

 

Resolved:-  (1)  That the preparation of Business Case by Yorkshire Purchasing Organisation Officers in support of the proposed exercise of the power to trade and the final Business Case as set out at Appendix 1 be approved.

 

(2)  That  the formation of the trading company limited by shares wholly owned by the Founder Members of Yorkshire Purchasing Organisation (to be known as Yorkshire Purchasing Organisation Procurement Holdings Limited) to act as a holding company for a range of special purpose vehicles in order to protect the business of the Yorkshire Purchasing Organisation joint committee be approved.

 

(3)  That the Council become a shareholder of the company limited by shares under the name of Yorkshire Purchasing Organisation Procurement Holdings Limited which may trade accordance with Section 95 of the Local Government Act 2003 and the Local Government (Best Value Authorities) (Power to Trade) (England) Order 2009 and or Section 4 of the Localism Act 2011.

 

(4)  That Councillor Terry Sharman be appointed as its Director on the company and Councillor Alan Atkin as an alternate Director for Elected Member Director.

 

(5)   That the Chairman of the Board of the company be as set out in the Shareholder agreement.

 

(6)  That the Council’s Director of Finance  be authorised to exercise the Council’s powers of shareholder at general meetings in the company.

 

(7)  That the governance and funding arrangements for the company as set out in this report be approved.

 

(8)  That delegated authority to given to the Director of Legal and Democratic Services in consultation with the  Council’s Section 151 Officer to finalise the detailed arrangements for the formation of the company including relevant financial matters and, governance issues, such as matters to be reserved to the Council as shareholder and to delegate authority to the Director of Legal and Democratic Services or authorised representatives to enter into all necessary legal agreements or documentation and ancillary to the implementation of the above recommendations in accordance with the following documents substantially in the form set out in the:-

 

       The Memorandum and Articles of Association of the company.

       The Shareholder Agreement.

       The Management Services Agreement.

 

(9)  That the Council be authorised to indemnify its nominated representative Directors on the Board of Yorkshire Purchasing Organisation Procurement Holdings Limited to the extent permitted by law under the Local Authorities (Indemnities for Members and Officers) Order 2004 and secures insurance cover in respect that this Indemnity.

 

(10)  That the Council’s external auditors be notified of its proposed participation of the company.

 

(11)  That the Yorkshire Purchasing Organisation Joint Committee decision at its meeting of 31st January, 2014 where it resolved to recommend that Founder Member Councils agree to the formation of Yorkshire Purchasing Organisation Procurement Holdings Limited and confirmation of the decision be noted.