Agenda item

The Committee considered a report of the Chief Executive concerning proposed future arrangements of Unity Partnership Limited.

On 24^th January 2022, the Cabinet received a report regarding the Review of the Council’s wholly owned Company, Unity Partnership Ltd (minute 6 refers).  The report highlighted the priority for the Council to deliver resident focused services and considered that, central to this priority, is to have a one Council approach – delivering for our residents, businesses and communities. The Cabinet accepted that the transfer of Services provided by Unity Partnership Ltd (the Company) back to the Council was in line with our one Council approach and considered that agreeing to such an approach would allow the Council to realise benefits of performance, service improvements and efficiencies, thus having a positive impact on both staff and residents of Oldham.

Following receipt of the report and having considered the associated options, the Cabinet had agreed a decision to: Transfer services back to the Council and retain Unity Partnership Ltd as a wholly owned company for a minimum period of 12 months whilst the Council considered its delivery vehicle for Traded Services. 

Within the recommendations accepted by the Cabinet in making this decision was one specifically related to the current Partnership Agreement that is in place between the Council and the Company.  This stated that Cabinet ‘Agree to the Partnership Agreement between the Council and UPL be terminated and in doing so, authorise the Director of Legal Services or their nominated representative to sign all appropriate documentation necessary for the purpose of implementing the recommended option’.

The Unity Board of Directors agreed, at a Board meeting on 9^th February 2022, to accept a Heads of Terms that provided assurance on corporate governance, legal, company liabilities and risk, employee arrangements and other key elements.  These Heads of Terms were developed in consultation with officers from the Council and Unity and were approved by legal advisors.  The Board of Directors also agreed to waive the reduced notice period (to reduce from 12 months).

The Deed of Termination had been approved by Unity Partnership Limited’s Board of Directors on 30^th March 2022. Therefore, this meeting of the Shareholder Committee was being asked to endorse and approve the Board of Directors’ decision, which would allow the transfer to proceed with a completion date of 1^st April 2022.

RESOLVED:

1.    That the Committee notes the Deed of Termination (attached to the report at Appendix 1) that has been prepared by DWF LLP on behalf of Unity Partnership Limited and has been consulted upon with Oldham Council officers and Oldham Council legal advisors (Brabners LLP).

2.    That the Committee notes that the Unity Board of Directors have considered and approved the Deed of Termination at their meeting on 30^th March 2022. 

3.    That the Committee notes that Oldham Council’s Cabinet have already agreed to the termination of the Partnership Agreement and have already authorised the Director of Legal Services to sign all appropriate documentation necessary to implement that decision.

4. That the Committee approves the decision of Unity Partnership’s Board of Directors to agree the Deed of Termination and, in doing so, acknowledge that this will enable the Deed of Termination to be presented to Oldham Council’s Director of Legal Services to undertake the appropriate signing and sealing of the Deed of Termination on behalf of the Council to bring it into effect (as detailed at 3 above).