Shareholder Committee

Lloyd White Head of Democratic Services London Borough of Hillingdon, Phase II, Civic Centre, High Street, Uxbridge, UB8 1UW Putting our residents first Shareholder Committee To Members of the Committee: Ian Edwards, Leader of the Council (Chair) Jonathan Bianco, Deputy Leader of the Council & Cabinet Member for Corporate Services & Property (Vice-Chair) Eddie Lavery, Cabinet Member for Finance & Transformation Jane Palmer, Cabinet Member for Health & Social Care Date: THURSDAY 15 JANUARY 2026 Time: 7.15 PM (OR ON THE RISING OF CABINET). Venue: COMMITTEE ROOM 6 - CIVIC CENTRE, HIGH STREET, UXBRIDGE UB8 1UW Meeting Details: This meeting will be held partly in private. The Shareholder Committee is a formal Cabinet sub-committee. It will discharge the functions of the Council as shareholder and monitor the activities of the following Council owned companies: Hillingdon First Ltd. The Hillingdon Care Company Published: Wednesday 7 January 2026 Contact: Tel: 01895 250636 Email: democratic@hillingdon.gov.uk AA Notice Notice of meeting and any private business This is formal notice under The Local Authorities (Executive Arrangements) (Meetings and Access to Information) (England) Regulations 2012 to confirm that the meeting to be held on: Thursday 15 January 2026 at 7pm in Committee Room 6, Civic Centre, Uxbridge will be held partly in private and that 28 clear days public notice of this meeting has been given. The reason for this is because the private (Pa rt 2) reports listed on the agenda for the meeting will contain exempt information under Part 1 of Schedule 12A to the Local Government Act 1972 (as amended) and that the public interest in withholding the information outweighs the public interest in disclosing it. An online and a hard copy notice at the Civic Ce ntre in Uxbridge indicates a number associated with each report with the reason why a particular decision will be taken in private under the categories set out below: (1) information relating to any individual (2) information which is likely to reveal the identity of an individual (3) information relating to the financial or business affairs of any particular person (including the authority holding that information) (4) information relating to a ny consultations or negotiations, or contemplated consulta tions or negotiations, in connection with any labour relations matter arising between the authority or a Minister of the Crown and employees of, or office holders under, the authority. (5) Information in respect of which a claim to legal professional privilege could be maintained in legal proceedings. (6) Information which reveals that the authority proposes (a) to give under any enactment a notice under or by virtue of which requirements are imposed on a person; or (b) to make an order or direction under any enactment. (7) Information relating to any action taken or to be taken in connection with the prevention, investigation or prosecution of crime. Notice of any urgent business To ensure greater transparency in decision-making, 28 clear days public notice of the decisions to be made both in public and private has been given for these agenda items. Any exceptions to this rule are the urgent business items on the agenda marked *. For such items i t was impracticable to give sufficient notice for a variety of business and service reasons. The Chair of the relevant Select Committee has been notified in writing about such urgent business. Notice of any representations received No representations from the public have been received regarding this meeting. Date notice issued and of agenda publication Wednesday 7 January 2026 London Borough of Hillingdon Terms of Reference The Shareholder Committee shall have delegated authority to carry out o n behalf of the Shareholder the following functions, namely: 1) To monitor and report regularly on high level performance and report on areas of concern to the Shareholder; 2) To receive and consider an annual business plan from the Company including any information on profit and loss accounts; 3) To receive and consider any variations from the approved annual business plans; 4) To receive and consider any variations from the approved Policies; 5) To receive and consider reports on new business initiatives. It is pr oposed that the Council as shareholder should require the Company to submit to Shareholder Committee a business plan for each new area of activity and to obtain or Shareholder Committee's approval for every new contract outside the approved business plans, which the company proposes to enter; 6) To receive and consider periodic reports on the performance of key areas of business and main areas of business of the Company. Such reports will initially be required half yearly in respect of the business area or co ntract which has been approved or exceeds the values set in paragraph d) above, but these values are to be subject to review by Shareholder Committee; 7) To review any significant identified risks of the Shareholder Committee on behalf of the Shareholder for the purposes of managing those risks; 8) To receive and consider annual budget and capital spending plans for the Company; 9) To re commend to the Shareholder (with the Shareholder retaining absolute discretion to decide) whether or not to approve any applicat ions from the Company for: (a) consents to acquire or dispose of land outside the approved business plan; (b) (b) consents to enter into third party loan agreements; (c) the transfer of Council assets including land; (d) (d) the granting of loans from the Council; (e) to adopt or amend the Policies; and (f) approval of the business plans and variations; 10) To receive and consider quarterly budget monitoring reports from the Company; 11) To assist the Company in the exploration of other trading opportunities with a view to achieving greater efficiency; 12) To be responsible for ensuring that the Council’s investment and or assets that may be transferred to or used by the Company is properly protected and used for the purposes approved of by the Shareholder; 13) To ensure formal directions of the Council are brought forward to the Company and agree the basis of implementation by the Company; including making chang es to the governance arrangements for the Company; 14) To appoint and remove the directors of the Company (subject to the approval of the Council as Shareholder); 15) To act as the Council’s (in its capacity as Shareholder) nominated body to give all consents and approvals, including Shareholder Consent matters, with the exception of those matters set out in paragraph 9 above; 16) To nominate a member of the Shareholder Committee (subject to the approval of the Council as Shareholder) to act as the representative of the Council at shareholder meetings of the Company. Governance Arrangements 1) The Shareholder Committee will be made up of a minimum of two Members of the Council; 2) The quorum of The Shareholder Committee will be two voting Members; 3) All Members of Shareholder Committee will be entitled to vote at meetings; 4) Voting will take place by a show of hands. If there are equal numbers o f votes for and against, the Chairman will have a second or casting vote. There will be no restriction on how the Chairman chooses to exercise a casting vote. 5) The Chairman and the Vice -Chairman of the Shareholder Committee will be appointed by the Cabinet. The Shareholder Committee is a formal Cabinet sub -committee and will discharge the functions of the Council as shareholder and monitor the activities of the following Council owned companies: Company Name Description Incorporated Company No. Hillingdon First Ltd. Housing Development 11 April 2018 11303813 The Hillingdon Care Company Care services 23 January 2025 16204132 Agenda 1 Apologies for absence 1 - 2 2 Declarations of Interest in Matters before this meeting 3 - 4 3 To confirm that the items of business marked Part 1 will be considered in public and that the items of business marked Part 2 in private 5 - 6 Part 2 – Members’ Only (Private and Not for Publication) Reports from Hillingdon First Ltd 4 Hillingdon First Limited - Director Appointments 7 - 10 Reports from The Hillingdon Care Company 5 The Hillingdon Care Company - Director appointments and business 11 - 188 6 Committee Forward Planner 189 - 190 7 Any other items the Chair agrees are relevant or urgent 191 - 192 The reports in Part 2 of this agenda are not for publication because they involve the disclosure of information in accordance with Section 100(A) and Part 1 of Schedule 12 (A) to the Local Government Act 1972 (as amended), in that they contain exempt information and that the public interest in withholding the information outweighs the public interest in disclosing it.

_________________________________________________________________________ - Page 1 - Minutes Shareholder Committee Thursday, 15 January 2026 on the rising of Cabinet Meeting held at Committee Room 6 - Civic Centre, High Street, Uxbridge UB8 1UW Decisions Published on: 16 January 2026 Decisions come into effect from: 5pm, 23 January 2026 or as stated Committee Members Present: Councillors Ian Edwards (Chair) Eddie Lavery Jane Palmer Other Members Present: Scott Farley Officers Present: Mark Braddock, Senior Democratic Services Manager Kelly Dyson Jan Major, Assistant Director Direct Care and Business Delivery (Provider Services and Commissioning) Brendan Molloy, Deputy Principal Lawyer (Education and Social Care) Steve Muldoon, Corporate Director of Finance 1. APOLOGIES FOR ABSENCE Apologies were received from Councillor Jonathan Bianco. 2. DECLARATIONS OF INTEREST IN MATTERS BEFORE THIS MEETING No interests were declared by Members present. 3. TO CONFIRM THAT THE ITEMS OF BUSINESS MARKED PART 1 WILL BE CONSIDERED IN PUBLIC AND THAT THE ITEMS OF BUSINESS MARKED PART 2 IN PRIVATE It was confirmed that all business would be conducted in private. _________________________________________________________________________ - Page 2 - 4. HILLINGDON FIRST LIMITED - DIRECTOR APPOINTMENTS RESOLVED: That the Shareholder Committee agree to the foll owing Director appointments and changes in respect of Hillingdon First Ltd: 1) Removal of Karrie Whelan (former Corporate Director of Place); 2) Removal of Daniel Kennedy (Corporate Director of Residents Services) to enable him to be the lead Council client for the company; 3) Removal of Andy Goodwin (Head of Strategic Finance); 4) Appointment of Pete Carpenter (Director, Pensions, Treasury & Statutory Accounts); 5) Appointment of Sandra Taylor (Corporate Director, Adult Social Care and Health). Reasons for decision The Shareholder Committee agreed changes to the directors of Hillingdon First Limited, removing two directors due to employment changes or potential conflicts of interest, and appointing suitably qualified replacement directors to maintain the required governance. Alternative options considered and rejected These were set out in the confidential report. Relevant Select Committee Corporate Resources & Infrastructure Expiry date for any scrutiny call-in / date decision can be implemented (if no call-in) Decisions on this matter can be called in by a majority of the select committee by 5pm, Friday 23 January 2026. If not called-in by then, the decisions can then be implemented. Officer(s) to action Mark Braddock / Anisha Teji Directorate Democratic Services Classification Private - Whilst the Cabinet's decisions above are always made public, the officer report relating to this matter is not because it was considered in the private part of the meeting and contained information relating to the financial or b usiness affairs of any particular person (including the Authority holding that information) and the public interest in withholding the information outweighed the public interest in disclosing it in accordance with Section 100(A) and paragraph 3 of Part 1 o f Schedule 12 (A) to the Local Government Act 1972 (as amended). _________________________________________________________________________ - Page 3 - 5. THE HILLINGDON CARE COMPANY - DIRECTOR APPOINTMENTS AND BUSINESS RESOLVED: That the Shareholder Committee: 1. Confirm the following Director appointments and changes in r espect of The Hillingdon Care Company: a) Appointment of Daniel Kennedy (Corporate Director of Resident Services) b) Removal of Brendan Molloy (Deputy Principal Lawyer - Education and Adult Social Care); c) Appointment of Pete Carpenter (Director of Pensions, Treas ury and Statutory Accounts) 2. Adopt the summary Business Plan for The Hillingdon Care Company at Appendix 1; 3. Agree the change for care delivery to register The Burroughs Care Home to include nursing care; 4. Note the acquisition of The Burroughs and completion of all legal and operational steps; 5. Note the CQC registration for THCC to include The Burroughs with Registered Manager in place; 6. Acknowledge and note the independent inspection that has taken place of The Burroughs on transfer form Care UK to THCC. Reasons for decision The Shareholder Committee confirmed Director appointm ents for The Hillingdon Care Company, approved its latest business plan, and agreed to extend CQC registration to include nursing care at The Burroughs Care Home. The Committee was also updated on the acquisition of the Care Home, noted that CQC registration now includes a Registered Manager, and acknowledged the findings of an independent inspection alongside planned refurbishment works. The Committee held a wider discussion on the fin ancial and tax advantages of the Teckal model and the business plan, as well as the synergies and benefits of expanding The Burroughs Care Home’s services to include nursing care, subject to CQC approval. Clarification was sought on the financing of refurb ishment works and the Committee concluded by praising officers for their work in developing the new company. Alternative options considered and rejected These were set out in the confidential report. Relevant Select Committee Health & Social Care Expiry date for any scrutiny call-in / date decision can be Decisions on this matter can be called in by a majority of the select committee by 5pm, Friday 23 January 2026. If not called -in by then, the decisions can then _________________________________________________________________________ - Page 4 - implemented (if no call-in) be implemented. Officer(s) to action Anisha Teji / Jan Major Directorate Democratic Services / Adult Health & Social Care Classification Private - Whilst the Cabinet's decisions above are always made public, the officer report relating to this matter is not because it was considered in the private part of the meeting and contained inf ormation relating to the financial or business affairs of any particular person (including the Authority holding that information) and the public interest in withholding the information outweighed the public interest in disclosing it in accordance with Section 100(A) and paragraph 3 of Part 1 of Schedule 12 (A) to the Local Government Act 1972 (as amended). 6. COMMITTEE FORWARD PLANNER RESOLVED: That the Shareholder Committee notes the Forward Planner. The Shareholder Committee noted future meeting dates and its forward programme of work for the current municipal year. The Leader of the Council advise d that he may review the timings for future meetings of the Committee to be held during the daytime. Relevant Select Committee N/A Expiry date for any scrutiny call-in / date decision can be implemented (if no call-in) Not for call-in Officer(s) to action Mark Braddock / Anisha Teji Directorate Democratic Services Classification Private - Whilst the Cabinet's decisions above are always made p ublic, the officer report relating to this matter is not because it was considered in the private part of the meeting and contained information relating to the financial or business aff airs of any particular person (including the Authority holding that information) and the public interest in withholding the information outweighed the public interest in disclosing it in accordance with Section 100(A) and paragraph 3 of Part 1 of Schedule 12 (A) to the Local Government Act 1972 (as amended). 7. ANY OTHER ITEMS THE CHAIR AGREES ARE RELEVANT OR URGENT No further business was considered. The meeting closed at 7.33pm _________________________________________________________________________ - Page 5 - Internal Use only* Implementation of decisions & scrutiny call-in When can these decisions be implemented by officers? Officers can implement the Shareholder Committee’s decisions in these minutes only from the expiry of the scrutiny call -in period, unless otherwise stated in the minutes above, which is: 5pm, Friday 23 January 2026 However, this is subject to the decisio n not being called in by Councillors on the relevant Select Committee. Upon receipt of a valid call -in request, Democratic Services will immediately advise the relevant officer(s) and the decisions taken must then be put on hold. Councillor scrutiny call-in of these decisions Councillors on the relevant Select Committee shown in these minutes for the relevant decision made may request to call-in that decision. The call -in request must be before the expiry of the scrutiny call-in period above. Councillors should use the Scrutiny Call-in App (link below) on their devices to initiate any call -in request. Further advice can be sought from Democratic Services if required: Scrutiny Call-In - Power Apps (secure) Notice These decisions have been taken under The Local Authorities (Executive Arrangements) (Meetings and Access to Information) (England) Regulations 2012. Please note that these minutes and decisions are the definitive record of proceedings by the Council of this meeting. If you would like further information about the decisions of the Shareholder Committee, please c ontact the Council below: democratic@hillingdon.gov.uk Democratic Services: 01895 250636 Media enquiries: 01895 250403