Agenda item

The Shareholder Committee (SHC) considered a report on progress in developing the LATCo and its governance arrangements, including:

Company Incorporation: 

The SHC noted that the Local Authority Trading Company had been created and registered at Companies House on 7 November 2025 and would trade as East Devon Trading Limited.  It was noted that this name could be changed when a trading name was selected.

Selection, appointment and training of Directors: 

The SHC were advised that the committee had powers to appoint and terminate appointment of the Company Directors.  Following registration of the company two senior officers had been appointed as Directors and would undertake those roles until independent Directors were appointed by the SHC.

The SHC noted that the Managing Director of the LATCo (East Devon Trading Limited) would be both an employee of the company and a Director which was likely to be arranged when the successful candidate began their employment in February 2026.

It was noted that following agreement at Cabinet on 1 October 2025 that arrangements for selection of the three non executive Directors and Finance Director would be proposed by the LATCo Project Team for approval by the SHC, subject to evaluation by a panel of officers, EDDC Directors and SHC members to evaluate potential candidates. 

Articles of Association and Shareholder Agreement:

In order to set up the LATCo it was noted that the Company had been registered with  ‘off-the-shelf’ Articles, amended slightly to reflect local circumstances. The SHC acknowledged that those Articles would need to be further developed to ensure they were appropriate for the ongoing operation of the Company.  At the same time, the Shareholder Agreement would need to be developed to set out the powers and limitations of the Board of Directors and wider control processes to ensure effective decision making and controls. The SHC welcomed that Bevan Brittan were developing both documents for further review by officers before being finalised and presented to the SHC.

Arrangements for Company Board and secretarial function:

The SHC were advised that the Company Board of Directors would need to start functioning as soon as possible, to ensure that the Company could make effective decisions.  It would be necessary for Board meetings to be arranged through formal processes along with a programme of business for the year. 

It was noted that the Company did not currently had its own administrative function and it was recommended that Company Secretary services were sourced from an external supplier during the set up period.  The SHC welcomed that APSE had been approached and had offered to supply this service through a qualified solicitor with the relevant experience and the SHC supported that this would be provided during the first year of operation, including training a staff member to take over this function.

Interim Procurement arrangements:

The SHC noted that the Company would need to procure a broad range of goods and services in the pre-trading period.  The SHC supported that the project team develop proposals for interim procurement policies for approval by the Company Board of Directors in line with the contract value thresholds set out in the report and requested that a delegation was put in place to approve the interim procurement process.

Company Name:

The SHC noted that the Company had been incorporated under the name East Devon Trading Limited.  The SHC recognised that it was important to agree a name for the Company to support the establishment of email accounts and the necessary branding for the Company.   The SHC welcomed that working with Executive Leadership Team, the Portfolio Holder Group, Assistant Director for Communications and the new LATCo Managing Director a long list of names should be developed to allow consultation with councillors and wider stakeholders on options for the name and branding, with a preferred option coming back to the SHC for approval.  The SHC recognised the need to

The SHC supported the company governance arrangements set out in the report and having been proposed and seconded unanimously agreed the recommendations.

RESOLVED:

1.     That the SHC notes progress on development of the company and governance processes and endorses the ongoing role of the Project Board in delivering this workstream.

2.     That the SHC supports development of Articles of Association and Shareholder Agreement and provides input to the drafting process.

3.     That APSE are used to provide training for the Shareholder Committee and Company Directors, and to provide a Company Secretary function during the start-up phase.

4.     That the SHC agree to delegate authority to the Director for Place, in consultation with the Chair of the SHC to approve the interim procurement process.

5.     That the SHC agree that authority is delegated to the Committee Chair to select a new name and trading name for the Company after consultation with the Shareholder Committee to establish a name with support of the majority of members, to be decided no later than 1^st December 2025.