Agenda and draft minutes

The minutes of the meeting held on 19 November 2025 were confirmed as a true record.

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There were none.

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No members of the public had registered to speak.

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There were no matters of urgency.

To agree any items to be dealt with after the public (including the Press) have been excluded.  There are no items which officers recommend should be dealt with in this way.

There were no confidential/exempt items.

The Streetscene Project Manager’s report updated the Committee on activities relating to governance of the Company and sought agreement to key elements, specifically for controlling the LATCo through updating the Articles of Association and approving the Shareholder Agreement.

East Devon Environmental Services Ltd (the LATCo) was formally registered as a company in November 2025 and was starting operations to prepare for the handover of service delivery in July 2026. It was currently governed by model Articles of Association, and the Council controlled the company through its Shareholder Committee, which was a sub-committee of Cabinet.  Extensive legal support had been provided by Bevan Brittan to support creation of the company and ensure effective governance and operating arrangements.  The proposed Shareholder Agreement and the updated Articles had been produced by Bevan Brittan, working in conjunction with officers and members of the Shareholder Committee.

The Shareholder Agreement was a key document for governance and control of the company.  It set out the framework for how the Council would exert its control as the sole owner of the company and strategic arrangements for how the company would operate.  The document reflected the governance arrangements agreed by Cabinet in July 2025 and feedback from the review process had been incorporated into the final version.  It was noted that the Shareholder Committee had authority to approve the Shareholder Agreement and to agree future changes.  It was a key function of the Shareholder Committee to monitor the Company’s performance and the Shareholder Agreement set out the framework for this to happen.

The Articles of Association set out the basic structure and governance arrangements for the Company, which were built on the Shareholder Agreement.  This included the structure of the Board, the role of Director and the issuing of shares.  The Company was registered using template Articles of Association, which enabled its formal creation but must be updated to reflect requirements in the Shareholder Agreement and wider governance needs. Bevan Brittan had developed fully formed Articles which had been reviewed by the Monitoring Officer and officers within the Place Directorate.

Bevan Brittan had been instructed to produce proposals for the terms of reference for the Committee. These set out its purpose, functions and operating arrangements, to ensure it undertook the Council’s role as owner of the Company in an effective manner.  The Director – Governance updated the Committee that advice from the Company Secretary was that she be granted delegated responsibility to sign a written resolution on behalf of the Company to adopt the Articles of Association.

The Vice Chair had submitted a number of questions related to the reports in advance of the meeting.  Full responses had been developed by the LATCo Project Team and reviewed by the Council’s Monitoring Officer.  These were attached as Appendix A to the minutes.

The Vice Chair requested clarification on the definition of days in section 9.3 of the Articles of Association, which he felt should be consistent and specific.  It was agreed to replace ‘seven calendar days’ with ‘five business  ...  view the full minutes text for item 27.

The Streetscene Project Manager’s report outlined proposed arrangements for constituting and operating the Board of Directors for East Devon Environmental Services Ltd.  The report explained that the company was formally created and registered at Companies House in November 2025 and had subsequently been renamed as East Devon Environmental Services Limited.  Two senior officers from the Council had been appointed as Company Directors, enabling it to be registered and to operate.   It was intended that these appointments were a short-term measure while long-term arrangements for the Company Board were agreed and recruitment took place.  Governance arrangements outlined in previous Cabinet reports created a Company Board of Directors consisting of the Managing Director, a Finance Director and three Non-Executive Directors.

It was noted that the Managing Director had been recruited and was due to start work on 16 February 2026.  The role was as both a staff member and a Director.  It was intended that the Monitoring Officer would formally register the postholder as a Director of the LATCo within 15 days of commencing their appointment.

There had been extensive discussion among stakeholders about roles within the Board and how to ensure it operated effectively.  The report addressed and the Committee considered the roles of the Chair of the Board, the Finance Director and how the Company Secretary function would be delivered.  It was noted that Association for Public Service Excellence (APSE) were supporting administrative arrangements for the Board and had been instructed to develop role profiles for the Chair and other Non-Executive Directors (included in the report).

The role of the Chair of the Board was set out in the report and discussed by the Committee.  It was proposed to delay the appointment of the Finance Director and that alternative arrangements be made for financial scrutiny.  A finance business partner or manager would be recruited into the LATCo staff.  The role of executive Finance Director would be retained as a role on the Board which could be appointed at a future time by a recommendation of the Board of Directors to the Shareholder Committee. 

Although there was no legal duty for a Company to have a designated Secretary it was felt that the functions of this role were integral to effective governance and compliance.  In November 2025 the Shareholder Committee agreed to source specialist skills from APSE to carry out this role during the set up and initial trading period.  APSE would act in an advisory capacity to the Board throughout 2026 and would train and support a member of the Board or Company’s management team to take on the role.  It was recommended that decisions on the long-term arrangements for Company Secretary functions were delayed until later in 2026, allowing time for the company and its Board to operate for a period. This would help to ensure that the Shareholder Committee made good decisions based on local circumstances.

The report explained the current structure of the Board was a Managing Director, a Finance Director and up to three Non-Executive  ...  view the full minutes text for item 28.

Verbal update and PowerPoint slides.

The Shareholder Committee received a presentation from the Project Manager, Streetscene.  He reminded members of project management structures and updated them on the current position; the company had been created, the Shareholder Committee was operational, and temporary Directors and a Managing Director had been appointed.  Project management structures were operating effectively and work was progressing across key workstreams.

Key risks of the project were:

·        Achieving fleet maintenance contract procurement in timescale (the fleet needed to have its own contract in place).

·        Establishing workplace pension provider in time for Managing Director arrival (need to procure a pension provider).

·        Project cost overrun due to workstreams not identified and reliance on external advice to augment internal skills and capacity.

·        Delays in recruiting key staff to the LATCo.

These risks were all being managed effectively.

The next steps were:

·        Application for Fleet Operator’s Licence (started).

·        Implement procurement strategy for fleet maintenance.

·        Develop detailed plan for delivery of Company financial arrangements.

·        Onboard Managing Director and develop plan for full management team structure.  The Managing Director was commencing on 16 February 2026 and an interim finance business partner was starting on 9 February.

The Project Manager, Streetscene updated the Committee on the IT, HR, fleet planning, communications, SUEZ demobilisation, and the company set up and governance workstreams, which were all on target.  IT costs were likely to be below budget, whereas HR costs could over run due to the extended scope to include payroll and recruitment, but was currently delivering effectively.  The finance workstream was at risk, but was now being reported as improving; the development of a plan for the finance workstream was critical to ensure effective delivery.  Company branding was being worked on by an external communications agency and proposals would be presented to the Shareholder Committee.

The Committee noted the draft structure of East Devon Environmental Services Ltd.  This would need to be reviewed once the Managing Director was in place.  Any changes to the proposal would need to be agreed by the company’s owner.

Plan B had completed a review of project management arrangements and effectiveness.  Key areas to address were finance workstream, procurement of new supplier contracts and more robust arrangements for SUEZ demobilisation.  It was noted that these had recently been addressed and further focus was needed.  Members questioned why external assurance had been commissioned and the Chief Executive explained that the Council did not currently have the specific inhouse expertise for a programme review of a LATCo so critical friend assurance was sought.

The Portfolio Holder - Environment Operational updated the Shareholder Committee on SUEZ contract performance.  He was pleased to report that the Christmas collection period went well and the teams had worked very hard during the recent floods.  The Committee agreed that SUEZ provided a fantastic service.  The Project Manager reassured the Shareholder Committee that communications with SUEZ staff were ongoing, both formally under TUPE and informally by EDDC staff.  They were committed to ensuring that SUEZ staff would have the same terms of employment and were  ...  view the full minutes text for item 29.