Issue - meetings

A report seeking approval for a revised and integrated governance framework for Oldham Total Care Limited.

The Scrutiny Board considered a report of the Executive Director of Health and Care/Deputy Chief Executive that was seeking approval for a revised and integrated governance framework for Oldham Total Care Limited. The proposed framework combined the Oldham Total Care Limited Single Governance Suite, the Terms of Reference for the Oldham Total Care Steering Committee, and the Directors’ Service Agreement and Governance Protocol into a single, coherent governance structure. Together, these documents, it was hoped would provide greater clarity regarding roles, responsibilities, accountability and decision-making arrangements, strengthening the relationship between Oldham Metropolitan Borough Council as the sole shareholder and Oldham Total Care Limited as a separate legal entity and wholly owned Local Authority Trading Company. The revised framework would also support effective governance, enhance oversight and ensure that both organisations operate within a clear and robust governance structure.

The report presented two Options:

Option 1 (preferred Option) - To approve the recommendations in the submitted report.

Option 2 – To not approve the recommendations in the report.

Resolved:

That the Governance, Strategy and Resources Scrutiny Board endorse the recommendations in the Executive Director of Health and Care/Deputy Chief Executive’s report, as follows:

1.    To approve the Oldham Total Care Limited Single Governance Suite at Appendix 1 as the overarching framework governing the relationship between the Council, as shareholder, and Oldham Total Care Limited.

2.    To approve the establishment and operation of the Oldham Total Care Steering Committee in accordance with the Terms of Reference at Appendix 2, to the report.

3.    To approve the Directors’ Service Agreement and Governance Protocol at Appendix 3, to the report, as the standard governance agreement applying to executive and non-executive directors of Oldham Total Care Limited.

4.    To confirm that the Oldham Total Care Steering Committee will operate as the principal strategic interface between the Council and the company, providing shareholder assurance, constructive challenge and a route for escalation, without assuming the responsibilities of the company’s Board or executive management.

5.    To confirm that the Steering Committee will meet monthly during the current recovery and stabilisation period, moving to a quarterly cycle when sustained stability has been demonstrated and formally agreed by the Council.

6.    To delegate authority to the Executive Director of Health and Care/Deputy Chief Executive, in consultation with the Monitoring Officer and the Director of Finance, to make any final technical, legal, financial or drafting amendments required before implementation, provided these do not materially alter the governance principles approved by Cabinet.

7.    To authorise that the Monitoring Officer ensure that the arrangements are aligned with the Council’s Constitution, shareholder decision-making arrangements and the company’s Articles of Association.

8.    To request that the Oldham Total Care Board considers and formally adopts those elements of the governance framework requiring company approval.

9.    To require that the governance framework to be reviewed annually, and earlier where there is a material change in legislation, regulation, the company’s operating model, its Articles of Association or the Council’s shareholder arrangements.