FOI request (FOIR-257429270)
Requested Mon 05 October 2020
Responded Thu 03 December 2020
I make the following request for information under the Freedom of Information Act 2000, in relation to Hastings Borough Council (HBC) as a public sector organisation, its Officers/Employees/Councillors being representatives of the Council and their time/allowances being funded by public monies.
From the attached Articles of Association of East Sussex Energy Infrastructure and Development Ltd, trading as SeaChange Sussex (SCS):
• HBC is a 'Member A' of SCS, with a vote share in the Company (a total max. of 19.9% vote, shared with East Sussex County Council and Rother District Council).
• HBC is also a 'Person of Significant Control' of SCS, as registered with Companies House.
• HBC as a 'Member A' of SCS has legal accountability to ensure the Company carries out its business and affairs in accordance with law, statute, and regulation. And that the business and affairs of SCS does nothing to fetter or prejudice the Council from its statutory powers and duties relating to law, regulation and Local Government administration.
• HBC as a 'Member A' of SCS, is required to appoint one 'HBC Member A Director' to the SCS Board of Directors to represent the Council's oversight and interests in SCS, and exercise the Council's vote share. [Article 9.3].
• The appointed 'HBC Member A Director' may be accompanied by a 'HBC Adviser' (HBC employee, officer, elected official, professional adviser) to any SCS meeting. [Article 16.16].
FOI QUESTION 1:
1a) Since the incorporation of SCS in 2011, acting as appointed representatives of Hastings Borough Council, please provide the names of:
i. All 'HBC Member A Directors' of SCS
ii. All 'HBC Advisers' who attended to SCS business, in support of 'HBC Member A Directors'
iii. Any/all appointed 'HBC Alternate Directors' who stood-in for 'HBC Member A Directors'
iv. Any/all other HBC employees, officers, elected officials, appointed 'Independent Directors' of SCS
1b) Please provide the name(s) of the HBC representative who provided the written, signed appointment(s) and removal(s) of the 'HBC Member A Directors' of SCS [as per Article 9.3).
• Article 16.1 requires: There to be a minimum of 3 SCS Board Meetings per calendar year [inc. HBC 'Member A Directors' to be quorate].
• Article 11.7 requires the: SCS Board [inc. HBC 'Member A Directors'] report to the Members [inc. HBC] on its activities and future plans at least annually.
• Article 4.1 requires that, as a condition of Membership: Members [inc. HBC] give written approval of the SCS Business Plan.
• Article 11.2 requires that: Members [inc. HBC] and Directors [inc. 'HBC Member A Directors'] shall ensure the company carries on its business and affairs in accordance with its Business Plan. Before the Business Plan is approved and implemented it must first be approved by a majority of the Members [inc. HBC].
• Article 19.1.21 requires: Evidenced consent (by signature) of all the Member As to SCS [HBC, East Sussex County Council, Rother District Council] to the approval and adoption of the annual report and accounts of the Company.
• Article 16.14 states that: Each Member Director [inc. 'HBC Member A Directors'] shall be entitled to make full disclosure to the Member appointing him of any information relating to the company.
FOI QUESTION 2:
2a) Since the incorporation of SCS in 2011, please confirm that Hastings Borough Council (as the legally accountable 'Member' of SCS) has:
i. Given written approval to the SCS Business Plan
ii. Ensured SCS has carried on its business and affairs in accordance with the SCS Business Plan
iii. Received an annual report from the Board of SCS relating to its activities and future plans
iv. Given signed consent to the approval and adoption of the annual report and accounts of SCS
2b) Since the incorporation of SCS in 2011, please confirm to which Full-Council, Committee, Cabinet or other Sub-Group meeting with democratic accountability has the appointed 'HBC Member A Directors; or 'HBC Advisers' of SCS reported the contents of the SCS Business Plan, Annual Reports and Accounts, for Council oversight and scrutiny?
• Article 18.2 requires that: The SCS Board [inc. RDC Councillor 'Member A Directors'] shall cause minutes to be taken and kept for the purpose of all proceedings at meetings of the Company, of the Board and of committees of the Board, including the names of the Directors or other persons present at each such meeting.
• Article 19.1 requires that: No action or decision relating to any of the following matters is taken by the Company, without the prior consent of all the A Members [HBC, East Sussex County Council, Rother District Council]:
[19.1.2] The creation of any mortgage, charge, lien, encumbrance or other third-party right over the Company's assets or the giving by the Company of any guarantee or indemnity to or becoming surety for any third party.
[19.1.3] any arrangement for the assignment, sale or other disposal of any assets of the Company
[19.1.10] any transaction of the Company with any Member
[19.1.15] Entering into the occupation, purchase, sale, transfer, lease or licence of any freehold or leasehold property by the Company
[19.1.19] the entering into by the Company of any contract or arrangement of a long term nature
• 19.2 Members shall act in good faith when considering any matter pursuant to 19.1
• 19.3 The consent of Members A to any of the matters referred to in 19.1 shall be evidenced by a signature of an authorised person on behalf of such consenting Member on the resolution approving the relevant matter
• 19.5 If any Member permits the Company to do any matter listed in 19.1 without the necessary consent required then such permission will be deemed prejudicial to the interests of the Company.
FOI QUESTION 3:
With regard to SCS Company Asset Land Title: ESX378524 [Land on the east side of Watermill Lane, Bexhill-on-Sea):
3a) Did HBC as a 'Member A' of SCS give consent for Rother District Council (also as a 'Member A' of SCS) to assign this SCS land asset in the Rother Development and Site Allocation Local Plan (DaSA Plan - adopted Dec 2019) as the allocation for a future Gypsy Traveller site?
3b) If so, on what date did HBC provide written, signed consent for Rother District Council (also as a 'Member A' of SCS) to allocate this SCS land asset for this purpose?
Following your email dated 27 November 2020 our response is as follows, please accept my apologies for the delay.
Cllr Forward became the Regeneration Portfolio Holder from 2015 and was therefore our representative. She has continued in the role whilst being Leader as she continues to have responsibility for strategic regeneration.
Various officers accompanied the Councillors to the Board meeting, mostly this was Simon Hubbard, Director of Operational Services, please note he has now left Hastings Borough Council and is now attended by Peter Grace, Assistant Director Financial Services and Revenues.
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