Minutes:
(Ms. C. Toolan left the meeting for the duration of this item.)
The Belfast Waterfront and Ulster Hall Ltd. Governance Review and an accompanying officer report was tabled at the meeting.
The Director of Economic Development advised the Committee that an independent Board of Directors was established shortly after BWUH Ltd. had been formed as a company by the Council in early 2016.
He explained that the Board consisted of a Chairman and five Non-Executive Directors and that four of the current Directors had been appointed in April 2016. In accordance with the Articles of Association, they were due to retire at the end of March 2019 or be extended for a further three years. The Committee was advised that it had, at a Special meeting on 20th March 2019, agreed a temporary extension to extend their term to 31st July 2019, to allow the Board Evaluation to be completed.
The Members were advised that two additional Directors had been recruited in February 2018 in order to bring additional skills, knowledge and expertise which had been identified as priority areas.
He advised the Committee that the BWUH Ltd. Board Evaluation had been completed in March 2019. He outlined that the findings and recommendations were intended to support the Board and senior management to continue to improve the effectiveness of the board and the governance of the company, in order to ensure it had the structures, processes and behaviours to provide effective leadership and governance of this dynamic organisation in the future.
In line with the recommendations from the Evaluation, the Committee was advised that it was being asked to consider that the Chairman be reappointed to the Board for a further period of three years, up until 31st March 2023, and that the term of the longest serving Non-Executive Directors be extended to 31st March 2020, in order to allow enough time to recruit new members.
The Director of Economic Development explained that the Evaluation report had advised that, in line with good governance, a Board should appoint an officer of the company as a member of the Board. He informed the Committee that the Board wished to appoint the Chief Executive of Belfast City Council as a Board member, and that she had the requisite experience and had completed the Certificate in Corporate Governance from the Institute of Directors.
He outlined that the fees for the Non-Executive Board Directors and the Chairman were recommended to be enhanced in order that they would better reflect the requirements and expertise of the roles. He advised the Committee that, whilst private sector remuneration levels were significantly higher, and that it was difficult to find like-for-like organisations, officers had conducted some industry benchmarking through Pay Benchmark Scales and were recommending increases in fees for the Non-Executive Directors and for the Chairman.
A number of Members expressed concerns that, as the report had been tabled, they had not had the required time to read or consider the recommendations regarding the increase in remuneration paid to the Board Directors or the Chairman.
During discussion, a number of Members requested information on the Boards which officers had used as comparators and how much time BWUH Ltd. Board members spent on their role.
The Director of Finance and Resources highlighted to the Committee that the Board would not be able to advertise for two new Board Directors until the fees had been agreed.
Moved by Councillor McAteer,
Seconded by Councillor Flynn and
Resolved - that the Committee agrees:
1. to defer consideration to a Special meeting on Friday, 23rd August at 1 p.m., regarding the proposed increase to the fees for the Non-Executive Board Directors and the Chairman; and
2. that information be circulated to the Committee in advance of that meeting, detailing the figures which officers used to benchmark the proposed new fees, and information pertaining to the number of days spent by the Chairman and the Non-Executive Board Directors on BWUH Ltd. Board-related work.
After discussion, the Committee further agreed that:
1. the Chairman be reappointed to the Board for a further period of three years from now until 31st March, 2023;
2. the term of the longest serving Non-Executive Directors be extended to 31st March, 2020 to allow enough time to recruit new members;
3. a process to recruit two new Board members would commence in September 2019, with two new Non-Executive Directors ready to commence in time for the financial year in 2019/2020 with a focus on the skills identified in the Board review Report;
4. the Chief Executive be appointed as a member of the Board of Directors; and
5. if officers deemed future reports commercially confidential, that Members of the BWUH Shareholders’ Committee would be invited to view them at least 2 hours in advance of the meeting in order that they were not expected to make decisions without having all the information which they required to do so.