Dear Portsmouth City Council,

The City Council owns a number of companies (MMD, Victory, Ravelin, Dunsbury, and a few others).

Please can PCC

1) List all of the companies in which PCC has ownership fully or partly
2) State which of the companies named in (1) above have a non-executive director and name them and provide their appointment date
3) Indicate where the policy regarding the appointment of non-executive directors to PCC owned businesses may be found

With kind regards
Jerry Brown
D64

FOI, Portsmouth City Council

1 Attachment

 
 

Information Governance
Community & Communications  Services
Civic Offices, Guildhall Square, Portsmouth, PO1 2AL
Telephone:    023 9268 8482
                                               

                                                                       
 
Reference: FOI2017/1537
 
Dear Mr Brown
 
 
FREEDOM OF INFORMATION ACT 2000 - INFORMATION REQUEST ACKNOWLEDGEMENT
 
Thank you for your request for information received on 30th November 2017.
 
Your request is being considered and, subject to the points made below,
you will receive the information requested as promptly as possible within
the statutory timescale of 20 working days as defined by the Freedom of
Information Act 2000.
 
If we need to obtain more information from you in order to understand what
information you require, we will contact you. If this is the case, the 20
days time limit will not commence until your request has been clarified.
 
The Act defines a number of exemptions that may prevent release of certain
information.  The City Council will consider whether any of these
exemptions apply and, where required by the Act, whether it is in the
public interest to release the information.  If we have to make a public
interest test, the 20 day time limit might be extended. We will inform you
if the time scale has to be extended and if any information is withheld
and of your rights of appeal.
 
The City Council would like to make you aware that disclosure of
information obtained through FOIA is a disclosure into the public domain.
 
The City Council’s standard approach is to provide the information in the
form in which we hold it.  If you require alternative formats, e.g. audio,
large print, etc. or a different language, please let me know and we will
provide it if reasonably practicable to do so. If your request is a
question and we do not hold the answer in recorded form we will try and
provide an answer where we are able unless it requires the creation of new
information.
 
There may be a fee payable for this information request and we will send
you a Fees Notice if this is the case. Any fee must be paid before the
request is provided.  The time between the issue of the Fees Notice and
receipt of payment is excluded from the calculation of the 20 working day
time limit.
 
Any personal information you provide in relation to this request will only
be used for the purposes of processing your request for information.
 
If you have any queries or concerns then please contact the Corporate
Information Governance Officer at Portsmouth City Council, Civic Offices,
Guildhall Square, Portsmouth, Hampshire, PO1 2AL, telephone 023 9268 8482,
e-mail [1][email address].
 
Yours sincerely
 
 
 
                                                                                               
           
 
Wendy Burton
FOI Officer
 
 
 

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FOI, Portsmouth City Council

1 Attachment

 

[1]logo_engInformation Governance, Community & Communications Service

Civic Offices, Guildhall Square, Portsmouth, PO1 2AL

Telephone:    023 9268 8482

 

 

Our Ref: FOI2017/1537

 

Dear Mr Brown

                                   

INFORMATION REQUEST – FOI2017/1537 - Non Executive Directors

 

Thank you for your request for information received on 30^th November
2017, which was considered under the Freedom of Information Act 2000. 

 

In accordance with the Act, Portsmouth City Council confirms it holds the
information in part.

 

YOUR REQUEST AND OUR RESPONSE:

 

1)List all of the companies in which PCC has ownership fully or partly

 

Name of Company Non-Executive Directors & their Appointment Date
Ravelin Property
Limited [2]https://beta.companieshouse.gov.uk/compa...
Victory Energy
Supply Limited [3]https://beta.companieshouse.gov.uk/compa...
Ravelin Group
Limited [4]https://beta.companieshouse.gov.uk/compa...
Portsmouth City
Commerce Limited [5]https://beta.companieshouse.gov.uk/compa...
New Communities [6]https://beta.companieshouse.gov.uk/compa...
HCB Holding
Limited [7]https://beta.companieshouse.gov.uk/compa...
Friends Of
Hampshire Credit
Union Ltd [8]https://beta.companieshouse.gov.uk/compa...
Solent Local
Enterprise
Partnership
Limited [9]https://beta.companieshouse.gov.uk/compa...
Portsmouth Harbour
Renaissance
Limited [10]https://beta.companieshouse.gov.uk/compa...
MMD (Shipping
Services) Limited [11]https://beta.companieshouse.gov.uk/compa...
MMD Garage
Services Ltd [12]https://beta.companieshouse.gov.uk/compa...
Mainland Market
Deliveries Limited [13]https://beta.companieshouse.gov.uk/compa...
Portsmouth Social
Housing Limited [14]https://beta.companieshouse.gov.uk/compa...
Municipal Bonds [15]https://beta.companieshouse.gov.uk/compa...
Agency

 

 

2) State which of the companies named in (1) above have a non-executive
director and name them and provide their appointment date

 

Portsmouth City Council do not hold details of non-executive directors for
all of the above companies. We can however advise that the information you
request is available on Companies House and in order to be of assistance
to you, we have supplied the relevant web links within the table above.

 

3) Indicate where the policy regarding the appointment of non-executive
directors to PCC owned businesses may be found

 

Whether or not a company is entitled to appoint a non-executive director
would be set out in the constitution. Portsmouth City Council do not hold
a policy for this.

 

Under the Re- Use of Public Sector Information Regulations 2015 (SI
2015/1415) the supplied information may not be re-used without obtaining
the permission of Portsmouth City Council.

 

We trust that our response fulfils your request, however, you have the
right to appeal against this decision or to complain about our treatment
of your request.  If you wish to do so, please set out in writing your
grounds of complaint and send to the Corporate Information Governance
Officer at Portsmouth City Council, Civic Offices, Guildhall Square,
Portsmouth, Hampshire, PO1 2AL, telephone 023 9268 8482, e-mail
[16][email address].

 

Should you be dissatisfied with the outcome of the complaints decision you
may wish to follow the Portsmouth City Council’s Compliments and
Complaints procedure which can be found on the Portsmouth City Council
website or by contacting the Civic Offices.

 

Once these processes have been exhausted you have a further right of
appeal to the Information Commissioner at:

 

Further information is also available from the Information Commissioner
at:

Information Commissioner's Office

Wycliffe House

Water Lane

Wilmslow

Cheshire

SK9 5AF

Telephone: 0303 123 1113

[17]https://ico.org.uk

 

Yours sincerely

 

 

 

Natasha Downer

Corporate Information Governance Officer

 

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1st January 2018

Dear FOI,

Thank you for your reply. I note that you say that "Whether or not a company is entitled to appoint a non-executive director would be set out in the constitution" and so I shall follow up on that with the named directors, using the table of directors and companies that I created from the Companies House data.

I also note that there are no named non-executive directors in the majority of the PCC-owned companies, and that in the majority of cases all of the directors are council officers, occasionally there is an Elected Member, but no external or independent public representation. I also note that there is no policy in place for the governance of wholly-owned subsidiaries.

Yours sincerely,

Jerry Brown
D64

D64

Dear FOI,
I have written to the directors of PCC owned companies listed in Companies House, asking them for a copy of the constitution of the companies, as you implied I should ("Whether or not a company is entitled to appoint a non-executive director would be set out in the constitution. Portsmouth City Council do not hold a policy for this").

The replies I received indicate that the companies do not have a constitution, certainly not one that the directors have seen. Can you confirm that when you say 'constitution' you mean that of the PCC-owned company, not the PCC Constitution, please?

One reply was explanatory: (I've edited out some of the detail)

"( with the possible exception of the energy company) the companies are [performing] things which are actually core operations of the council but which are structured in the form of a company to allow profits to be collected or possibly to lower the costs of employment and of doing business. It therefore makes sense for them to be run within the framework of the authority's normal operation. Not only that but most of them exist only on paper. The original reason for Ravelin [the property company] was to protect the council houses currently being built from the Right-to-Buy but that turned out to be unworkable."

So it has not been possible to find out if PCC-owned companies do or do not appoint non-executive directors; PCC does not have such a policy (and in my view it should) and the companies themselves do not have a constitution nor a policy regarding the appointment of NEDs.

I understand that PCC has provided an answer but the answer is inadequate. PCC own these companies, the directors are PCC Employees or elected representatives; therefore there should be a policy on governance as it should exist between PCC and the subsidiary companies. I do not know what to do next, as I still think we need a policy on this.

Can you provide any further guidance please?

Yours sincerely,
Jerry Brown
D64

FOI, Portsmouth City Council

Dear Mr Brown

Thank you for your e-mail.

I confirm that where our response stated "Whether or not a company is entitled to appoint a non-executive director would be set out in the constitution" referred to the constitution of the other company rather than PCC'c constitution.

Your further comments are noted, however, we believe our obligation under the Freedom of Information Act has been fulfilled in so far as we have provided you with all relevant information we hold and therefore consider your request closed. Should you have any further requests for information held by the Council we will of course give them due consideration.

Yours sincerely

Helen Magri
Corporate Information Governance Officer

Portsmouth City Council
Civic Offices
Guildhall Square
Portsmouth
PO1 2BQ

T:  023 9268 8482
E:  [email address]
E:  [Portsmouth City Council request email]
www.portsmouth.gov.uk

show quoted sections

Dear FOI,

Thank you for your most recent reply. I accept that you are constrained by the limits placed on FOI by PCC.

For your information, here is the update on this I have posted in the politics forum on facebook:

______________________________

And.....stop.

Welcome to my Kafka-esque world.

I was concerned that my local authority (Portsmouth City Council) had a dozen or so fully-owned subsidiary companes but that the borads of those companies comprised only Council Officers or (occasionally) elected members (Councillors).

I asked the Council fore the names of all the non-executive directors, and the response I got was that the companies were private companies, and so nothing to do with PCC.....but they did provide me with a list of the companies and their company numbers.

As regards appointing non-executive independent directors, I was told that I would have to ask the companies as it would be in their constitution (so I wrote to all of them). Now, here's the Kafka pullout: I had already asked this question of the (two or three) people who are most often on the boards of these companies, and they then turned it into an FOI that they will have to answer themselves a month later......

One Councillor I asked did say that they had never even seen a 'constitution' for the company, and that the company was really there to help avoid the constraints of legislation (labour costs, mostly).

So I wrote back to PCC and said that I'd had some responses but none of the companies had constitutions (for those interested, most of them run under Companies House 'model articles') and, as PCC was the 100% owner of these companies, maybe they could provide some answers, but no! They're independent companies! PCC cannot answer on the behalf of the companies, despite being the owner and appointer and decider of all things related to these companies.

Given that one of these companies is sucking up £5m in borrowed money (from PCC) during it's initiation phase, and we aren't allowed to know what that is being spent on, and that permission has been given by PCC Cabinet for the company to put at risk £27m for gambling on the energy market, I'm unimpressed with the lack of reporting or the willingness to appoint non-executive directors.

And in the context of where that company came from, a member of the public approached the council with a 'good idea' and the council decided to invest in that idea.

And given that Councillors and the Public alike can't see the Business Plan, which is checked by some anonymous 'industry expert' who we also can't be told about, and given that Councillors have misgivings about the achievability of the Business Plan ("We won't be the cheapest but we will capture 25% of the volume of people who are switching suppliers") from what they have been told, though they haven't been updated on progress at all, I am more concerned still.

The whole thing looks like it's unarticulated risk that should be being overseen at the very least by the Governance and Audit team with monthly reporting on progress - but the progress reports go only to the directors and those employed in the company.

Now, is it me being a grumpy old bloke that's getting overly worried about nothing, or is anyone else worried about their £27m?

__________________________

Yours sincerely,

D64

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