Agenda and minutes

          The Minutes of the meeting held on 7 November 2013 were taken as read and signed as a correct record.

The Board considered a report of the Chief Executive which gave Members details of the role of the Crossings Board in connection with the Project, specifically that:-

·                    the Council had been required by the DfT as a condition of funding to form the Crossings Board to manage delivery of the Project with due consideration of value for money and affordability; and

·                   the Crossings Board would enter into:

a)                    each of the Project Agreements and the DMPA as an additional counterparty to the selected contractors; and

b)                    the governance agreement to set out the terms on which the Crossings Board would manage the project on behalf of the Council and the respective obligations of the Council and the Crossings Board to the DfT

        as reported elsewhere on this agenda.

The Board was advised that at previous meetings the Board had approved the creation of the Crossings Board.  It was confirmed that the Crossings Board had been incorporated in October 2012 as a private company limited by shares and registered at Companies House with the number 08751307.

The Board was further advised that Section 188 of the Companies Act 2006 stated that any director’s contract of two years or more duration required approval by ordinary resolution, i.e. that the shareholders of the company must agree to such contracts in advance.

It was reported that the Governance Agreement proposed that all non-executive directors were appointed for three years by way of a Directors Service Agreement, and hence approval by ordinary resolution was required for MGCB to be able to offer the directors contracts for this duration.

The Construction Director and Finance Director would both be offered a combined Directors Service Agreement and Contract of Employment for four years, and again approval by ordinary resolution was required for MGCB to be able to offer the directors contracts for this duration

The Department for Transport had been consulted on these matters, in accordance with the draft Governance Agreement and there had been no issues with the proposed duration of the contracts.

The Governance Agreement allowed the Council to appoint the initial executive directors, subsequent appoints were to be approved by the Appointments Committee of the Mersey Gateway Crossings Board Ltd.

RESOLVED: That the Board

(1)        note that the Mersey Gateway Crossings Board Ltd has been established in accordance with the Board’s earlier approvals;

(2)        agree to the directors of Mersey Gateway Crossings Board Ltd being offered contracts in excess of two years;

(3)        delegate the right to vote on the above matter to the Operational Director, Legal and Democratic Services; and

(4)        authorises the Chief Executive, in consultation with the Leader, to make all the initial executive director appointments in respect of the MGCB.

In this case the Board has a discretion to exclude the press and public and, in view of the nature of the business to be transacted, it is RECOMMENDED that under Section 100A(4) of the Local Government Act 1972, having been satisfied that in all the circumstances of the case the public interest in maintaining the exemption outweighs the public interest in disclosing the information, the press and public be excluded from the meeting for the following items of business on the grounds that it involves the likely disclosure of exempt information as defined in paragraph 3 of Part 1 of Schedule 12A to the Act.

The Board considered:

1)                   Whether Members of the press and public should be excluded from the meeting of the Board during consideration of the following item of business in accordance with Section 100A (4) of the Local Government Act 1972 because it was likely that, in view of the nature of the business to be considered, exempt information would be disclosed, being information defined in Section 100 (1) and paragraph 3 of Schedule 12A of the Local Government Act 1972; and

2)                   Whether the disclosure of information was in the public interest, whether any relevant exemptions were applicable and whether, when applying the public interest test and exemptions, the public interest in maintaining the exemption outweighed that in disclosing the information.

RESOLVED:  That as, in all the circumstances of the case, the public interest in maintaining the exemption outweighed that in disclosing the information, members of the press and public be excluded from the meeting during consideration of the following item of business in accordance with Section 100A(4) of the Local Government Act 1972 because it was likely that, in view of the nature of the business, exempt information would be disclosed, being information defined in Section 100 (1) and paragraph 3 of Schedule 12A of the Local Government Act 1972.

The Board was advised that Halton Borough Council (“Council”) would be required to enter into a number of contracts in connection with the Project (as defined in the Project Agreement referred to in paragraph 1 below), the primary ones being:

1.           the project agreement (“Project Agreement”) between (1) the Council, (2) the Mersey Gateway Crossings Board Ltd (“Crossings Board”) and (3) the special purpose project company established by the preferred bidder to deliver the Project (“Project Company”);

2.           a direct agreement between (1) the Council, (2) the Crossings Board, (3) the Project Company, (4) the agent appointed by the funders and (5) the Security Trustee (as defined in the Project Agreement);

3.           the demand management participation agreement (“DMPA”) between (1) the Council (2) the Crossings Board and (3) the special purpose demand management participation company established by the Preferred Bidder;

4.           the governance agreement between (1) the Council and (2) the Crossings Board; and

5.           a deed of appointment for the independent certifier to be appointed in connection with the Project, such appointment to be entered into between (1) the Crossings Board, (2) the Project Company, (3) the independent certifier, (4) the Security Trustee and (5) the Council,

6.           together the “Project Documents”.

The Board was further advised that the Council would be required to provide certificates in respect of certain of the Project Documents pursuant to the Local Governments (Contracts) Act 1997.

The Board considered a report that had been prepared by the Mersey Gateway Project Director, together with the Council’s legal advisers and the Operational Director (Legal and Democratic Services) in respect of the Project Documents, and the other documents which the Council would be required to enter into (together with the Project Documents, the “Transaction Documents”).

It was noted that the Council’s final business case (“Final Business Case”) together with the draft of the final funding letter from the Department for Transport (DfT) containing the capital and revenue budgets for the Project (“Final Funding letter”) had each been approved by Council on 11 December 2013.  It was further noted that certain relevant extracts from the Final Business Case had been appended to the report.

The Board was also reminded that the Council was required, by the terms of the Final Funding Letter, to provide written confirmation that the Council agrees to the terms and conditions of such funding, including certification from the Council’s Section 151 Officer that the Council accepts the requirements set out in the Final Funding Letter.

  The Board was advised that copies of the latest drafts of each of the Project Documents, the Final Business Case and the Final Funding Letter were and had been available at the Project Office for Members to review.

It was reported that some further matters of fine tuning to the current drafts of the Project Documents may be necessary between now and the date of Financial Close to implement the Project.

The Board also noted the procedure for the execution of contracts by the Council as set out  ...  view the full minutes text for item 20.

MINUTES ISSUED: 24 January 2014

CALL-IN:                31 January 2014

Any matter decided by the Mersey Gateway Executive Board may be called in no later than 5.00 pm on 31 January 2014