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: Steve Tuckwell, Leader of the Council Richard Mills, Deputy Leader of the Council, Vice-Chair of the Cabinet & Cabinet Member for Corporate Services, Digital & Transformation Eddie Lavery, Cabinet Member for Finance Susan O'Brien, Cabinet Member for Adults, Children, Health & Care Nick Denys, Cabinet Member for Planning, Housing & Property Date: THURSDAY, 17 SEPTEMBER 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 9 September 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: 17 September 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 (Part 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 Centre 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 any consultations or negotiations, or contemplated consultations 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 ma rked *. For such items it 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 9 September 26 London Borough of Hillingdon Terms of Reference The Shareholder Committee shall have delegated authority to carry out on 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 incl uding 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 initiat ives. It is proposed 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 busin ess area or contract 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 recommend to the Shareholder (with the Shareholder retaining absolute discretion to decide) whether or not to approv e any applications 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 v iew 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 changes 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 e qual numbers of 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 approve the minutes of the last meeting 5 - 10 4 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 11 - 12 Part 2 – Members’ Only (Private and Not for Publication) Reports from Hillingdon First Ltd 5 Hillingdon First Limited Update 13 - 18 Reports from The Hillingdon Care Company 6 The Hillingdon Care Company Update 19 - 30 7 Committee Forward Planner 31 - 32 8 Any other items the Chair agrees are relevant or urgent 33 - 34 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 tha t the pub lic interest in withholding the information outweighs the public interest in disclosing it.

_________________________________________________________________________ - Page 1 - Minutes & Decisions Shareholder Committee Following Cabinet, Thursday, 17 September 2026 Meeting held at Committee Room 6 - Civic Centre, High Street, Uxbridge UB8 1UW Decisions published on: 18 September 2026 Decisions come into effect from: 25 September 2026 or as stated Cabinet Members Present: Steve Tuckwell Richard Mills Eddie Lavery Susan O'Brien Nick Denys Other Members present: Douglas Mills Wayne Bridges Jan Sweeting Kamal Preet Kaur Tony Eginton Stuart Mathers Company Directors Present: Pete Carpenter Sandra Taylor Dan Kennedy Officers Present: Kelly Dyson Daniel Toohey, Monitoring Officer Mark Braddock, Senior Democratic Services Manager Jan Major, Assistant Director Direct Care and Business Delivery (Provider Services and Commissioning) 8. APOLOGIES FOR ABSENCE All Committee Members and Company Directors were present. 9. DECLARATIONS OF INTEREST IN MATTERS BEFORE THIS MEETING No interests were declared by those present. 10. TO APPROVE THE MINUTES OF THE LAST MEETING The minutes and decisions of the meeting held on 15 January 2026 were agreed as a correct record. _________________________________________________________________________ - Page 2 - 11. 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. 12. HILLINGDON FIRST LIMITED UPDATE RESOLVED: That the Shareholder Committee: 1) Note the 2025/6 Accounts; 2) Authorise the putting in place a mechanism to give a new direction to the Company that is in alignment with the Cabinet’s Priorities and Council’s requirements and instructs Company Directors to report back to a future Shareholder Committe e meeting on any further decisions required. 3) Requests Company Directors provide interim updates to Members on the Shareholder Committee prior to any formal meeting. Reasons for decision The Board Directors introduced the repor t and outlined the background to Hillingdon First Limited, which was established in 2018 to generate a sustainable income stream for the Council and deliver housing for residents. They noted that development and property market conditions had changed significantly since the company was established, with higher financing costs and more challenging market conditions making development activity less financially attractive than in previous years. Members acknowledged these challenges and agreed that the cur rent position provided an opportunity to take a step back and reassess the future purpose and direction of the company. Members expressed support for retaining the company and reviewing how it could be aligned with the Council's emerging Cabinet priorities and wider strategic objecti ves. It was recognised that maintaining and repurposing the existing company structure could be advantageous, particularly given the potential for future growth, investment and alternative service delivery opportunities. Members were supportive of undertaking further work to explore the company's future role and requested that an interim updates be provided before any formal decision was brought forward regarding changes to the company's purpose, direction or operating model. Alternative options considered and rejected The Committee could have decided to continue with the existing model, make the company dormant, or wind up the company. _________________________________________________________________________ - Page 3 - Relevant 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 25 September 2026. If not called -in by then, the decisions can then be implemented. Company Director(s) to action Pete Carpenter / Sandra Taylor Company Hillingdon First Ltd. Classification Private - Whilst the Committee’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 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 wit h Section 100(A) and paragraph 3 of Part 1 of Schedule 12 (A) to the Local Government Act 1972 (as amended). 13. THE HILLINGDON CARE COMPANY UPDATE RESOLVED: That the Shareholder Committee: 1) Note the progress made across quality assurance, financial performance, refurbishment planning, nursing workforce development and future service model proposals for The Burroughs. 2) Note the THCC financial position as at 31st March 2026. 3) Support continued investment in the refurbi shment programme, recognising its importance to resident experience, regulatory confidence and future service development. 4) Endorse the continued development of the nursing workforce and associated clinical governance arrangements before nursing or reablement admissions commence. 5) Note the ongoing progression of direct care service, reablement and wider future operating model proposals, subject to further review and shareholder oversight. 6) Support further strengthening of governance, financial oversight and independent assurance arrangem ents, including advisory support where required. 7) Agree to receive a further update following completion of planned quality assurance monitoring, validation of the CIUK improvement action plan, and the refurbishment process. _________________________________________________________________________ - Page 4 - Reasons for decisions The Board Directors introduced the update on The Hillingdon Care Company Update and highlighted the positive progress made since the company's establishment. They reported that the company was performing well across operational delive ry, financial performance, ref urbishment planning, workforce development and future service proposals, whilst continuing to strengthen governance, independent assurance and shareholder oversight arrangements. The Directors also outlined ongoing work to imp rove the quality of care and resident experience at The Burroughs through a comprehensive refurbishment programme, enhanced quality assurance activity and the implementation of improvement plans arising from regulatory inspections. Future opportunities wer e highlighted, particularly th e development of nursing, reablement and direct care services, which could help reduce reliance on out -of-borough placements and support improved outcomes for residents. In discussion, Members welcomed the positive progress made to date and noted the company's developing role in supporting adult social care services within the Borough. Members commented that the company's purpose was not to provide care more cheaply, but to deliver high -quality care at the true cost of provis ion whilst helping to avoid th e significant cost and disruption associated with out -of-borough placements. Members expressed confidence in the approach being taken to strengthen care quality, governance and oversight arrangements, and welcomed the plans to further improve the resident environment and expand service provision. Members also recognised the potential longer -term financial benefits arising from reducing reliance on external provision, whilst emphasising that the primary focus should remain on ac hieving the best possible care and outcomes for residents. Members considered that the company was delivering positive results and represented an important strategic asset for the Council's future care and support ambitions. Alternative options considered and rejected None. Members considered maintaining the status quo but supported the continued development of the company, reflecting the progress achieved to date and the opportunities for future service improvements and growth. Relevant Committee Children, Families, Health & Care 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 25 September 2026. If not called -in by then , the decisions can then be implemented. Company Director(s) to action Pete Carpenter / Dan Kennedy Company The Hillingdon Care Company Classification Private - Whilst the Committee’s decisions above are always made public, the officer report relating t o this matter is not because i t was considered in the private part of the meeting and contained information relating to the financial or business affairs of any particular _________________________________________________________________________ - Page 5 - 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). 14. 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 which would be updated should a sooner meeting be required. 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 Committee’s decisions above are always made pub lic, 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 affairs of any particular person (including th e 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). 15. ANY OTHER ITEMS THE CHAIR AGREES ARE RELEVANT OR URGENT No other business was considered. The meeting ended at 20.08pm.