This Land, the company set up by CCC to develop its County Farm sites, has its AGM, its first, on Friday. At AGM’s shareholders get to propose resolutions and this gives us the opportunity to put some sense into This Land’s Articles of Association and in particular the rights reserved for its shareholders.
CCC’s Commercial & Investment Committee acts as the guardian of its interest in This Land so there will be an agenda item on this week’s meeting to agree any resolutions which will be tabled at the AGM which will follow immediately.
I have proposed a number of resolutions to address:
- the appointment and term of non-exec directors. At present they appoint each other and there is no limit to their term. I have suggested that non-execs are appointed by the shareholders and that their term is limited to 3 years. Perfectly normal practice in the business world.
- the remuneration of the executive directors. There is no provision for a remuneration committee or for shareholder approval of any incentive packages. This is inappropriate and again it is inconsistent with normal practice.
- the scope of This Land’s business. The company has been set up ‘to promote and procure the completion of developments of property for the benefit of the Shareholder, to promote and further the interests of the Shareholder in development s of property including but not limited to instructing lawyers and other professional advisers, preserving and maintaining such developments for the benefit of the Shareholder, engaging contractors, sub-contractors and agents, the purchase of goods, services and facilities as the Company shall deem fit, taking part in any legal proceedings, commencing or defending any legal proceedings to procure the completion of any developments, to further the interests of the shareholder in any such developments and the Company’s objects.’ That seems too broad to me and it should be focussed on its raison d’être viz developing the Council’s own land.
- This Land’s values. There is nothing to align This Land’s values with those of the County Council. Sorting out 1-3 above will put some checks in place but it would be better if there were a specific reference to the Council’s over-riding priorities in its Articles.
I’ve no idea why the above were not incorporated in the Articles at the start but now’s a good time to address these matters.
It may of course be that the Committee decides to go into closed session in which case I can only say at this stage what I intend to say ie support the above. If it does and such resolutions are not supported by the Committee it will only be because the major party on it did not support them. I’ll report appropriately after the meeting