Jersey Enterprise Board Limited - proposed establishment.

STATES OF JERSEY

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JERSEY ENTERPRISE BOARD LIMITED: PROPOSED ESTABLISHMENT

Lodged au Greffe on 19th December 2007 by the Council of Ministers

STATES GREFFE

PROPOSITION

THE STATES are asked to decide whether they are of opinion

t o re fer to their Act dated 12th December 1995 in which they approved the establishment of the

Waterfront Enterprise Board Limited, and –

(a ) to agree to the establishment of a new development agency as a company, to be known as the

Jersey Enterprise Board Limited, in accordance with the Memorandum and Articles of Association set out in Appendix 2 of the report of the Council of Ministers dated 19th December 2007;

(b ) to agree that the Waterfront Enterprise Board Limited should become a subsidiary of the Jersey

Enterprise Board Limited, and that appropriate amendments be made to its Memorandum and Articles of Association as set out in paragraph  8.2 of the said report.

COUNCIL OF MINISTERS

REPORT

1. I n t roduction

1. T h e Council of Ministerswishestopropose the establishmentof a newcompany,tobeknownasJersey Enterprise Board Limited' to act as (among other things) the developer of property assets currently belonging to thePublic but which are not otherwise required to meet States needs.TheCompanywould also take on the activities of the Waterfront Enterprise Board Limited in developing the St. Helier Waterfront and purchase and develop non-States property assets that are required to achieve the Regeneration Strategies of the RegenerationTaskForce.
2. T h e new company would have 3 major roles –

( 1 ) A c ting as the developer of property assets currently belonging to the Public that have been

authorised for development;

( 2 ) I m plementing and coordinating the development for the whole of the St.  Helier Waterfront,

including the greater harbour area and La Collette, in accordance with approved development plans and other relevant guidance prepared by the Minister for Planning and Environment;

(3 ) P la ying a key role in the implementation of the St.  Helier regeneration strategy.

3. I t should be noted that the new company would be separate from the States Property Holdings Departmentand would have a completely different role. Property Holdings isresponsible for managing States property in the most effective manner to provide a good base for delivering publicservices.Ifthere is significant additional value to be generated from development of property managed by Property Holdings, that propertywould, subject tothe authorisation of the Minister for Treasury and Resources, be transferred to JEB as the developmentcompany to maximise the financial return to the States.

2. B a c kground

1. In June 2005the States agreed to the formationof a new department,tobeknownas States of Jersey Property Holdings' (States of Jersey Property Holdings: Establishment', P.93/2005).As part of this decision, the States agreed that this new departmentwould comeunder the FinanceandEconomics Committee and its successor, the Minister for TreasuryandResources.The States also decided that the administration of all Statespropertyassets, with the exceptionofassetsunderthe administration of the trading committees and the social housing administered by the then Housing Committee, should be transferred to States of Jersey Property Holdings (PropertyHoldings').
2. It w asagreed that the role ofthe new department should be to develop a modern, innovative approach to the management of property', and that its aims should include the following –

- O  p ti mising operational efficiency;

- M  in i mising under-performing/unproductive property assets; and

- M  a x imising and implementing opportunities for cost reduction and for extracting capital from portfolio.

3. T h e States Property Plan,which forms part of the States Strategic Plan 2006-2011,sets out how Property Holdings will worktowards delivering a numberofobjectives,including a corporateapproachtoproperty management and the extraction of optimum benefit from propertyassets.The main focusof Property Holdings ison the rational managementofpublicly-ownedpropertyassets, and the question has been raised as to what would be the bestarrangement for dealing with those assets that are no longer required.
4. O n e option would be for a division tobe created within Property Holdings that would dealpurely with the

development of those assets identified for development. This division would consist of a group of development

officers who would liaise with both the public and private sectors in reviewing the future of these sites and in promoting their development.

5. A l though such an arrangementmight have the virtue ofsimplicity, it doeshave 2 major drawbacks –

Experience both in Jersey and elsewhere has shown that the private sector is reluctant to deal

with the public sector in the area of property development. A more commercial type of arrangement, such as a limited liability company, is regarded by the private sector as having much greater credibility and flexibility, with the ability to employ individuals who have the right background and experience to work in partnership with both the public and private sectors.

A public sector arrangement would not provide the financial flexibility that is needed for

successful development projects. A limited liability company, in contrast, would provide the scope to establish financing structures which are commonly used in the private sector for project financing purposes and would provide greater flexibility while maintaining transparency and accountability.

6. A second option would be for Property Holdings to employconsultants with development expertise in order to carry out the work associated with the developmentof States propertyassets.However, this option is likely tobe expensive, given the costsofemploying consultants on an hourly orcontractbasis, and inanyevent it wouldnot provide the advantages that would bebroughtwith the creationof a limited liability company.
7. A n other option would be to setupjoint ventures with commercialdeveloperson a case-by-casebasis, with certain rights and rewards beingreserved for the States of Jersey. Theuseofjointventurescould, however, lead to thepiecemeal identification anddevelopmentof land, without a clear long-term strategy in place. Inaddition, joint venturescanlimittherangeofcommercialpartnersanddevelopers,as they often lackclear objectives and structures.
8. T h e Council of Ministers therefore favours a fourth option, whichisbasedon the establishmentof a limited liability company for the purposesofproperty development. Further details of this proposal are set outbelow.

3. J e r sey EnterpriseBoard Limited: Establishment

1. It i s proposed that a newdevelopmentcompany,tobeknown as Jersey Enterprise Board Limited (JEB'), be established to act as the lead developerofStatesproperty assets that arenototherwiserequiredtomeet States needs. This company would have just twosharesof £1.00 each,oneofwhich would be held bythe Chief Minister (as a corporation sole under the Statesof Jersey Law 2005). The other share would be held by the Minister for TreasuryandResources (as a corporation sole under the States of Jersey Law2005)as a nomineefor the Chief Minister.Thecompanywouldbe registered under the Companies (Jersey) Law 1991 as Jersey Enterprise BoardLimited', but for general purposeswouldbeknown simply astheJersey Enterprise Board orJEB'.
2. J E B would develop assets that have been transferred to it by Property Holdingsandwhich have been authorised bythe Minister forTreasuryandResources for transfer. It wouldbe the role of Property Holdings,in consultation with the Minister for Treasury and Resources and JEB to identify suitable properties. It wouldbe for JEB to agree with the Minister for Planning andEnvironment,inaccordance with normal planning procedures, uses that might beappropriate for these properties.
3. T h e ownership and administration ofthose sites within the States portfolio that are identified ashaving the potential for development would, subject to the authorisation of the Minister for Treasury and Resources, be transferred to JEB. Arrangements for sale of individual properties with limited or no development potential would continue to be dealt with by Property Holdings.

4. T h e newcompany would take on the activities ofWaterfront Enterprise Board (WEB) Limited, which was established by the States in1995 as a company in order to promote, coordinate andimplement a comprehensive strategy for the developmentofSt. Helier Waterfront'. Under these arrangements the Waterfront Enterprise Board Limited would remain in existence and would become a subsidiary ofJEB, thereby ensuring that transactions entered into by WEBsince1995wouldremainin force. TheChairman and membersof the JEB would bethesameasthoseofWEB.
5. W  EB already has extensive experience in propertydevelopment, and it would beadvantageousifthe expertise that exists within the company could be harnessed to support the proposed new development company.It is accordingly proposed that the staff inWEBwouldbe transferred to the newcompany.The Managing Director of WEBwouldbecomeJEB's Managing Director and would have the specific briefof overseeing the progression of all sites identified for sale or development. He or she would head a professional team that would operate as a property developerto the States. Theirobjective would beto obtain theoptimumdevelopment value from property assets,whilst having regard to the socio-economic strategies of the States of Jersey andthe interests of the Public.
6. T h e new arrangement would have the following advantages –

the  Jersey  Enterprise  Board  Limited  can  be  given  a  clear,  long-term  mandate  with responsibility and accountability;

clear direction can be given as to the objectives under which the development of sites will take place; and

it will signal a clear intent of purpose that the States wishes to develop land on a commercial

basis with appropriate safeguards under existing planning rules, whilst having regard to the socio- economic strategies of the States of Jersey and the interests of the Public.

7. It i s proposed that JEBwould work within a policy framework determined by a newbody, to be called the Regeneration Task Force, further details ofwhich are given below.

4. R  eg enerationTaskForce

1. In approvingthe Strategic Plan 2006-2011, the Stateshave agreed that a key priority for the Councilof Ministers should be the production of a strategy for the development and regeneration of St. Helier (Strategic Plan,paragraph 4.2). To this end,theCouncil has established a Regeneration Task Force with the remitof taking this initiative forward.
2. T h e Task Force will report directly to the Council and will becomprisedofthe Connétable ofSt. Helier and the following Ministers(ortheir delegated AssistantMinisters) –

President: Chief Minister

Members: Minister for Treasury and Resources

Minister for Planning and Environment Minister for Transport and Technical Services Minister for Economic Development

3. E x ecutive support to the Task Force will be provided by an Executive Director, who will bebasedatthe Planning  and Environment Department,  together with  further  officer  support  from  other  States departments  as and when  necessary.  This  is  likely  to include  secondments from  relevant  States departments, such as Planning  and  Environment, Transport and  Technical Services, Economic Development, and Property Holdings,as well as the Parish of St.  Helier.

4. T h e role ofthe Task Force will be todevelopRegeneration Strategies in consultation with stakeholder groups, includingSt. Helier residents, the local businesscommunity,relevant States departments,JEB, and the general public. Thedraft Strategies will besubmittedto the Council ofMinistersand then to the States fortheirapproval.
5. O nce Regeneration Strategies have been approved by the States, the Task Force will develop an implementation plan and oversee its implementation. It is envisaged that the Strategies will be implemented over anextended15-year period, and the Task Forcewillprovide political leadership and coordination throughout this period. The Task Force would provide regular progress reports to the Council ofMinistersduring this period,andwouldseek guidance andsupport from the Councilasand when necessary.
6. F u rther information aboutthe St. Helier RegenerationStrategies, together with theproposed delivery structure, isgiven in Appendix 1.

5. J e r sey EnterpriseBoard Limited: Compositionand Terms ofReference

1. T h e JEB will play a key role in the implementation of the Regeneration Strategy, and its proposed terms of reference with respect to theRegeneration Strategies are set out below –

( a) T o work within the general policy framework determined by the Regeneration Task Force in

progressing the implementation of a regeneration strategy for St.  Helier, and in this connection –

(i ) t o g i ve particular attention to undertaking and coordinating the development for the whole

of the St.  Helier Waterfront area, including the sites known as West of Albert, East of Albert, and St.  Helier Harbours, marrying up the various requirements for the area; and

(i i) t o m  anage the development and improvement of major publicly owned sites in accordance

with the regeneration strategies;

(b ) T o consider sites referred to it by Property Holdings and authorised by the Minister for Treasury

and Resources for possible development, whether in St.  Helier or in other parts of the Island, having regard to the socio-economic strategies of the States of Jersey and the interests of the Public;

(c ) T o identify potential uses, and to maximise opportunities to make the best use of these sites.

2. T h e company's work programmewouldbe based onanannualbusiness plan that would be preparedby JEB in accordance with the Regeneration Strategies of the Regeneration Task Force and following consultation with Property Holdings.Theannualbusiness plan would be approved byJEB'sboardof directors.
3. T h e JEBboardof directors (the "Board") would be made up asfollows –

(a ) o n e individual who is a Minister or an Assistant Minister;

( b ) o n e individual, other than the individual nominated pursuant to paragraph  (a) above, who is a

States member;

(c ) th e Director of Property Holdings from time to time;

(d ) a f ull-time employee who will act as the Managing Director; and

(e ) 3 o ther individuals who are independent members not being members of the States.

T h e States will determine the appointment of the chairman and independent members on the

recommendation of the Chief Minister and appointments would be for a period of 3  years. The Chief Minister as shareholder would have the authority to give directions to the Board, and the Minister for Treasury and Resources, as one of the company's shareholders, would be kept informed of the Board's work.

4. It i s proposed that thecomposition of the board for the Waterfront Enterprise BoardLimited would bethe same as that of JEB, with the appointments of the chairpersonand the independent membersbeingmade by the Chief Minister rather than by the States. This changetothecompositionof the boardand the appointments process will require anamendment to the WEBMemorandumand Articles ofAssociation, as explained inparagraph8.2below.
5. T h e chairman,independentmembers, and ManagingDirector would all receive appropriate levels of remuneration for their servicesasmembersof the Board. The Director of Property Holdings would not receive any remuneration forhisworkas a Board member,but would be a member by virtue of his employment with Property Holdings.AllBoardmemberswould be reimbursedforexpensesincurred during their work for the Board.
6. J E B would have all thenormalpowersof a companyincluding the powertobuyandsell land and the power to borrow money.
7. JE B wouldbeexempt from paying tax inthesameway that Waterfront Enterprise Board Limited is.
8. T h e JEB would operate within the policy direction ofandin consultation with the Regeneration Task Force. TheRegeneration Task Force would provide clear termsof reference for anyareasof land to be transferred to JEB,including land outside St. Helier, including the planning remit, transport requirements, and any otherrelevantparameters.Oncetheseparametershave been identified, the Board would have the responsibility for taking forward the developmentof individual sites, including, ifappropriate, working in cooperation with commercial partners, andhavingregardto the socio-economic strategies of the States of Jersey and the interests ofthePublic.
9. T h e TaskForcewould provide general oversightof the work of the Jersey EnterpriseBoard,and would ensure that the necessary monitoring arrangements are in place. The Task Force will not, however, interfere with the day-to-dayrunningoftheBoard, as this would compromise the degree of independence and flexibility that the Boardwill need to carryout its work effectively.
10. L andunder the administration of Jersey Harbours and of the Airport will continue to remainunderthe responsibility of the Minister for Economic Development. Any significant proposals for the future developmentof the harbours at St. Helierand/orthe Airport would need to be referredby the Minister to JEB and to theRegeneration Task Forceso that they maybe considered in thewider context ofplansas a whole.The Minister would be expectedtohave regard to the viewsof the Regeneration Task Force before taking any decisions in this connection.

6. S p e cial PurposeCompanies

1. A s noted above,itis proposed that JEB would deal only with the larger and/or more complex sites identified for development.
2. E x amplesofpossible sites include –

The greater harbour area, including East of Albert, West of Albert, St.  Helier Harbours, and land at La Collette;

St.  Saviour's Hospital (residual land);

Airport (non-operational land).

3. It is proposed that JEB establish individual subsidiaries to act as special purpose companies(SPCs) to facilitate the development of eachofthesitescategorised for development. TheseSPCs will principally be established for project financing purposes or for ring-fencingofassets and liabilities, andeach project will betreated as a separate entity. Each project would have clearly identified goals, andallcostsand

potential income would be identified, thereby providing for clear accountability, segregation and discipline.

4. J E B mayworkinpartnershipwith the private sector, andin such cases it might seek to involve a developer(s) at an early stage in a project. This will enable JEB and the developer to consider the potential for the site as a whole, taking into accountexisting uses and how these shouldbeaccounted for.
5. In relation to the greater harbour area, it is clear that this is a major public asset with the potential for mixed  public/private  sector development.  The land  in  the greater  harbour area which is currently administered by the Minister for EconomicDevelopmentand the Harbour Master, together with the land under public administration atLa Collette, is currently the subject of a development feasibility study,and it is proposed that this shouldbe transferred to a SpecialPurposeCompany once a master plan has been agreed. This will enable this key asset to beconsidered and progressed in the contextof the development of the greater harbourarea as a whole, as well as in the general frameworkofthe St.  Helierregeneration strategy. Thedevelopment role of Jersey Harbours would therefore be taken over by the SPC,whilst Jersey Harbourswould continue tofocus on its core activities of operations and financial/commercial management.

7. L e a sehold/FreeholdOptions

7.1 It w  ill be necessary to transfer the ownership of all or part of a site belonging to the public to JEB in order for JEB to secure development finance and/or a joint venture partner to undertake the redevelopment of those sites. The main options could include –

Freehold transfer: Primarily used for residential development sites;

Leases: A long-term lease can be appropriate for non-residential uses (e.g.  99  years), with th freehold reversion remaining with the public.

8. M  e morandum and Articlesof Association

1. A draftMemorandum and Articles of Associationhasbeenprepared for the proposed JEB,and these are attached as Appendix 2.
2. C h anges will berequired to the MemorandumandArticlesofAssociationof the Waterfront Enterprise Board Limitedconsequentonitbecoming a subsidiary ofJEBandtoupdatethem.In particular, it is proposed that the Chairman and membersoftheboardof directors ofWEBshouldbethe same asthose of JEB, thereby ensuring a sharing of aims and objectives.Inaddition, the references to the Greffierof the States will need to be changed to the Chief Executive of the Chief Minister's Department', as the Greffier does nothaveany active involvement in the operation ofWEBandchangeswill need to bemade to thenamesof the shareholders. The references to committee' in theMemorandumandArticlesshould be changed to either Chief Minister' or Minister' to reflect the change from the committeetothe ministerial systemofgovernment that has taken placesince 1995.

9. F i n ancialandmanpower implications

1. T h e Waterfront Enterprise Board Limited is financially self-supporting, and it is proposed that JEB should also operate on this basis. There will notthereforebe any financialandmanpowerimplications for the States arising directly from these proposals.
2. C h anges to the Westof Albert Plan are currently beingreviewedby the Minister forPlanning and Environment and the Waterfront Enterprise Board Limited, and any resourceimplications arising from these changes would need tobereviewed separately.
3. In the first instance, it is proposed that the executive responsibilities of the new company will becarried out by the staff currently employedby the Waterfront Enterprise Board.It is possible that additional staff

may be needed in due course, but this will be a matter for the company's Managing Director to consider, in

consultation with the JEB Board. Any increased costs resulting from a decision to employ additional staff would in any event need to be borne by JEB, not by the States.

4. It h as been notedinparagraph4.3 that executive support to the RegenerationTaskForce will be provided by anExecutiveDirector,based at the Planning and EnvironmentDepartment, and this post will need to be funded from within the States agreed cash limits.

10. I m plementation

10.1 S ubject to approval by the States, it is proposed that the Jersey Enterprise Board Limited should be incorporated as a company as soon as practicable. As a target date, it is proposed that the company should commence operations on 1st May 2008.

11. C o nclusion

1. T heCouncilofMinistersstrongly supports the view that appropriatemechanismsshouldbe in placeto support the management and developmentof States propertyassets. A major stepwas taken bythe States in 2005 when they agreed to establish Property Holdings, but the Council believes that a further mechanism is needediftheStatesisgoing to maximise the potentialofthose sites.
2. T heCouncilbelieves that this mechanism will be provided bytheestablishmentof the Jersey Enterprise Board Limited. Thecompany will provide the necessary flexibility, expertise and accountability to enable this to happen, and will play a key part in theimplementationof a strategy for the regeneration of St. Helier.

COUNCIL OF MINISTERS 19th December 2007

ST. HELIER REGENERATION STRATEGY Proposed Delivery Structure

Introduction

This paper sets out an initial outline of a delivery structure which will require significant expansion once the basic principles have been agreed.

Successful implementation of the Strategy over a 15 year timescale will require –

An agreed and coherent implementation plan.

Effective project management of the total programme and individual development projects.

Strong and consistent application of planning powers.

Ongoing public engagement and support.

Commitment and support from the local business community.

Effective development partnerships for specific sites and projects.

Use of publicly-owned assets as a means to kick-start or deliver specific improvements.

Commitment and support from the Parish of St.  Helier and Transport and Technical Services.

A vehicle to facilitate land assembly, access to private finance and commercial development expertise.

In the U.K. vehicles such as Urban Regeneration Companies or Partnerships have been used to create and manage such programmes. One of their key functions was to bring together central and local government functions with regional and other agencies. In Jersey there is not the same proliferation of agencies so it is proposed to create a simpler structure which is led by a high-level political executive. The elements of such a structure could be as follows –

Long Term Masterplan – Determined by the States advised by Task Force

Strong political leadership, combined executive arm.

Urban Partnership Consultative/partnership  vehicle  to  ensure  that  stakeholders  are  fully  engaged, (reports  to  Task participating and implementing the plan.

Force)

Working with and advises Regeneration Task Force.

Jersey  Enterprise Company to develop public assets in line with the plan and engage commercial parties Board (JEB) in direct development activities.

In Diagram Form the new structure will be as follows –

Long Term Masterplan sets out vision and framework

(Approved by the States)

Advise Implementation

Regeneration Task Force

Leadership, decision-making, co-ordination, implementation

Implementation Implementation

Advise Advise

Urban Partnership

Engagement, participation, delivery

The following Annex sets out initial membership and functions.

ANNEX

Membership and Functions

Regeneration Task Force (Answering to the Council of Ministers)

President: Chief Minister

Members: Ministers of Treasury and Resources, Planning and Environment,

Transport and Technical Services and Economic Development Connétable of St. Helier

Executive Support: Executive Director, plus Town Centre Manager, plus secondees as

and when necessary from Planning, TTS, Parish, Economic Development and Property Holdings.

Development Vehicle for Public Sector Assets:

Jersey Enterprise Board (JEB) – A company with 2  shares of£1.00 each, one of which would be held by the Chief Minister (as a corporation sole under the States of Jersey Law 2005) and the other held by the Minister for Treasury and Resources (as a corporation sole under the States of Jersey Law 2005) as a nominee for the Chief Minister.

Regeneration Functions

Responsible  for  development  of  specific  sites  in  accordance  with  Planning  framework  and  as determined by the Task Force.

Land Assembly of public private holdings to create consolidated development sites.

Access to private sector finance guaranteed against development land value.

Commercial development partnerships.

Commercial development expertise and advice to the Task Force and wider partnership. _______________________________________________________________

Urban Partnership

Membership: Task Force, Chamber of Commerce, IOD, Architects, Heritage

Trust, etc.

Functions: Involvement in planning development proposals.

Ensuring co-operation in town centre management.

Securing active engagement/participation in specific projects, etc.

COMPANIES (JERSEY) LAW 1991 COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION of

JERSEY ENTERPRISE BOARD LIMITED

1. T h e nameof the Company is: "Jersey Enterprise Board Limited".
2. T h e capital oftheCompany is £2 divided into two sharesof£1each.
3. T h e  liability ofeachmemberislimited.
4. T h e Companyis a parvaluecompany,in accordance with Article 3 of the Companies(Jersey) Law 1991.
5. T h e Companyshallexistuntildissolvedby special resolution or otherwise accordingto law.
6. T h e Companyis a public company.

We, the persons whose names and addresses are hereunto subscribed, are desirous of being formed into a

Company in pursuance of this Memorandum of Association, and we respectively agree to take the numbers of shares in the capital of the Company noted opposite our respective names.

Dated this d ay o f   2 0 0 7   Witness to the above signatures:

Address:   S t. H  elier

Je r s e y

C h a n n e l Is l a nds

ARTICLES OF ASSOCIATION

OF

JERSEY ENTERPRISE BOARD LIMITED INTERPRETATION

1. In these Articles:

"Articles" m e a n s t h e se Articles of Association of the Company and "Article" shall be construed

accordingly;

"Assistant Minister" m e ans a States member holding an office as an Assistant Minster in accordance with

Article 25 of the States of Jersey Law 2005;

"Auditors" m e a n s t h e a u ditors for the time being of the Company; "Board"  m e a n s t h e b o a r d of Directors of the Company from time to time;

"Chairman"   m e a n s o n  e of the Directors appointed from time to time as the chairman of the Board

in accordance with Article 30;

"Chief Minister" m e a n s the holder of the Chief Minister of the States of Jersey;

"Company" m  e a n s t h e company incorporated under the Law in respect of which these Articles

have been registered;

"Director" m e a n s a p e rs on who has been appointed in accordance with these Articles as a director

of the Company;

"executed" i n c lu d e s a n y mode of execution;

"holder"  i n re l a ti o n to shares means the member whose name is entered in the register of

members as the holder of the shares;

"Minister" m e a n s a S ta t es member holding an office as a Minister in accordance with Article  19 or

Article  23 of the States of Jersey Law 2005;

"Non-States Director" means a person nominated by the Chief Minister pursuant to Article 28(e) and

subsequently appointed as a Director in accordance with the procedure set out in Articles  28et  seq;

"ordinary resolution" m  eans a resolution of the Company in general meeting to be adopted, or adopted, by a

simple majority of the votes cast at that meeting;

"Property Holdings" m e ans the department known as the States of Jersey Property Holdings created by the

Act of the States of 7  June 2005;

"Regeneration

Task Force"   m  e a n s  t h e body established by the Council of Ministers on 8 February 2007 in its Act

number B5 to promote the development and regeneration of St.  Helier, Jersey; "Registered Office" m  e ans the registered office of the Company;

"seal"   m e a n s t h e c o m  m o n seal of the Company;

"secretary" m  e an  s th e s ecretary of the Company or other person appointed to perform the duties of

the secretary of the Company including a joint, assistant or deputy secretary;

"special resolution" m  e ans a resolution of the Company in general meeting to be adopted, or adopted, by a

majority of not less than two-thirds of the votes cast at that meeting;

"States"  m e a n s t h e S t a te s of Jersey;

"States member" m e a n s  a member of the States of Jersey in accordance with Article 2(1) of the States of

Jersey Law 2005; and

"the Law"   m e a n s th e C ompanies (Jersey) Law 1991 including any statutory modification or re-

enactment thereof for the time being in force.

Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Law, but excluding any statutory modification thereof not in force when these Articles became binding on the Company.

Words importing the singular number shall include the plural and vice versa, and words importing the masculine shall include the feminine and neuter and vice versa.

The Standard Table prescribed pursuant to the Law shall not apply to the Company and is hereby expressly excluded in its entirety.

SHARE CAPITAL

2. ( a ) S u bject to the provisions of the Law, and withoutprejudice to any rightsattached to any existing shares, any sharemaybe issued with such rights or restrictions as the Companymaybyordinary resolution determine.

(b  ) F o llowing incorporation of the Company one (1) share shall be issued to and registered in the

name of the Chief Minister and one (1) share shall be issued to and registered in the name of the Treasury and Resources Minister as nominee for and on behalf of the Chief Minister.

CERTIFICATES

3. E  v ery member, upon becoming the holder of any shares, shall be entitled, without payment, to one certificate for all thesharesofeach class held byhim.Every certificate shallbe sealed with the sealor signed bytwo Directors or by oneDirector and the Secretary and shall specify thenumber, class and distinguishing numbers (if any) of the shares to which it relates and theamountor respective amounts paid upthereon.

TRANSFER OF SHARES

4. A  n instrument of transfer of a sharemaybein any usual form or in anyother form which the Directors may approve and shall beexecutedbyoronbehalfof the transferor and, unless the shares are fully paid, by oronbehalfofthetransferee.

GENERAL MEETINGS

5. ( a ) T h e Companyshall in each year hold a general meeting of the membersof the Companyas its annual general meeting("Annual General Meeting") in addition to anyother meeting in that year. AnnualGeneralMeetings shall be held onceineach year at such time and place as maybe determined by the Directors, provided that there shall be no more than 18 months between successive AnnualGeneralMeetings.

(b ) A l l general meetings other than Annual General Meetings shall be called extraordinary general

meetings ("Extraordinary General Meetings").

( c) T h e Directors may call an Extraordinary General Meeting whenever they think fit and on the

requisition of members, pursuant to the provisions of the Law, shall forthwith proceed to call an Extraordinary General Meeting for a date not later than two months after the receipt of the requisition. If there are not sufficient Directors to call a general meeting, any Director or any member of the Company may call such a meeting.

NOTICE OF GENERAL MEETINGS

6. A  n Annual General Meeting or an Extraordinary General Meeting called for the passing of a special resolution shall be called byat least 21 clear days' notice. Allother meetings shallbe called by at least 14  clear days' notice but a general meeting maybe called by shorter notice ifitisso agreed by all the members entitled to attend and vote thereat. The notice shall specify theday, time andplaceof the meeting and the generalnatureof the business to be transacted and in the caseofanAnnualGeneral Meeting, shall specify the meeting as such and the notice shallbegiven to all themembers, the Directors and the Auditors.
7. N  o tice shallbegiven in accordance with Articles 74 and 75,butthe accidental omission to give notice of a meeting to, orthenon-receiptof notice of a meetingby,anyperson entitled to receive noticeshallnot invalidate the proceedings at the meeting.

PROCEEDINGS AT GENERAL MEETINGS

8. N  o businessshall be transacted at anymeeting unless a quorumispresent.One person entitled tovote upon thebusiness to be transacted, being a member holding notless than fifty per cent (50%) innominal value oftheshares then in issuecarrying the right to vote (or a proxy for, or (in the caseof a body corporate) a duly authorised representative of, such a member)shall be a quorum, failing whichtwo persons entitled to vote uponthebusiness to betransacted,eachbeing a member(orproxy for, orduly authorised representativeof, a member)shallbe a quorum.
9. T h e Chairman or in hisabsencesomeotherDirectornominatedby the Directors shall preside aschairman of the general meeting, but if neither the Chairman nor such otherDirector (if any) ispresentand willing to act within 15  minutesof the timeappointed for holdingthemeeting,themembers present shall elect one of their number to be chairman and, if there is only onemember present and willing toact,he shall be chairman.
10. A Director or a representative of the Auditors shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting.
11. T h e Chairmanmay,with the consent of a general meeting atwhich a quorum is present (and shall ifso directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall  be transacted  at an  adjourned meeting other than  business which might properly have been transacted at the meetinghadtheadjournmentnottakenplace.When a meetingisadjournedfor14 days or more, at least sevendays' notice shallbe given specifying the day, time and place of the adjourned meeting and the generalnatureof the business to be transacted.Otherwiseit shall not be necessary to give any such notice.
12. A resolution put to the vote of a meetingshallbe decided on a show of handsunless before or on the declaration of the result of the show ofhands a poll is dulydemanded.Anymember shall be entitled to demand a poll.
13. U n less a poll is duly demanded, a declaration by the Chairman that a resolution hasbeen carried or carried unanimously,orby a particular majority,orlost,ornotcarriedby a particular majority and an entry to that effect in the minutes of the meeting shallbeconclusiveevidence of thefactwithoutproofof the numberor proportion of the votesrecorded in favourofor against the resolution.
14. A poll shallbe taken as the Chairman directs and hemay appoint scrutineers (who neednotbemembers) and fix a day, time andplacefor taking the poll and for declaring the result of the poll.Theresult of the poll shallbedeemed to be the resolution of the meeting atwhich the poll was demanded.
15. A demand for a poll shallnotpreventthe continuance of a meeting for the transactionof any business other than the questioninwhichthe poll wasdemanded.

VOTES OF MEMBERS

16. S u bject to any rights or restrictions attached to any shares, on a show ofhandseverymemberwho is present in person orbyproxyor (in thecaseof a body corporate) by duly authorised representativeshall have  one  vote  and on a  poll every member present in person,  by proxy or by  duly authorised representative shall have one vote for everyshareofwhich the member is the holder.
17. O n a poll votesmaybe given either personally, byproxyor (in thecaseof a body corporate) by duly authorised representative.
18. A n instrument appointing a proxyshallbe in writing inanyusualcommonform,oras approved by the Directors and shall beexecutedby or on behalf of the membermaking the appointment.
19. T h e instrument appointing a proxy and the powerof attorney orother authority (if any) underwhichit is signed, or a notarially certified copyof such poweror authority, shall bedepositedat the Registered Office or at such other place asis specified for that purpose in the notice ofmeetingorintheinstrument of proxy issued by the Companyatleast48 hoursbefore the time appointed for holding the meeting or adjourned meetingatwhich the person namedin the instrument proposes to vote or, inthecaseof a poll, before the time appointed for taking the pollandin default the instrumentofproxyshall not betreatedas valid.
20. A vote given or poll demandedbyproxy or by the duly authorised representative of a body corporateshall be valid notwithstanding the previous determination of the authority of the person votingordemanding a poll unless notice ofthedeterminationwasreceivedby the Company at the Registered Office or atsuch other place at which the instrument of proxy was duly deposited before the commencement of the meeting oradjourned meeting atwhich the vote is givenor the poll demandedor (in the caseof a poll taken otherwise than on the samedayasthe meeting oradjournedmeeting) the time appointed for taking the poll.

REPRESENTATIVES

21. T h e Chief Minister may be represented at anymeetingofthemembers of the Companyorany meeting of any class ofmembersof the Companyby the Chief Executive, Chief Minister'sDepartmentorbyany other person duly authorised in writing in that regard by the Chief Executive.The Chief Minister shall be deemedtobe present inpersonatany meeting attended byany such authorised personon its behalf and accordingly the Chief Executive or the duly authorised person shallbe entitled to speak and vote at the meeting as if hewerethe Chief Minister.
22. T h e Treasury and Resources Minister maybe represented atanymeeting of the membersof the Company or any meetingofany class ofmembersof the Companyby the Treasurerof the States or by any other person  duly  authorised  in  writing  in  that  regard  by the  Treasurer  of  the  States.  The  Treasury and Resources Minister  shall  be  deemed to  be present in  person at any meeting attended by any such authorised person on its behalf and accordingly the Treasurer of the States or the duly authorised person shall be entitled to speak and vote at the meeting asifhe were the TreasuryandResourcesMinister.

RESOLUTIONS OR NOTICES IN WRITING

23. (a ) A n ything that may be done by a resolution passed at a meeting ofthemembersof the Company (other than a resolution for the removalofanauditor)maybe done by a resolution in writing signed byoronbehalfofeachmemberof the Company.

(b ) T h e Chief Minister shall be entitled to execute a resolution in writing or any other notice in writing

by means of an instrument in writing signed by the Chief Executive, Chief Minister's Department or by any other person duly authorised in writing in that regard by the Chief Executive.

(c ) T h e Treasury and Resources Minister shall be entitled to execute a resolution in writing or any

other notice in writing by means of an instrument in writing signed by the Treasurer of the States or by any other person duly authorised in writing in that regard by the Treasurer of the States.

24. A n y resolution, notice or instrumentexecutedormadeby either ofthemembersshall take effect upon delivery thereof to the Registered Office.

DIRECTIONS

25. (a ) T h e Chief Minister shallbe entitled by notice in writing to give the Directors directions to refrain from doing a particular thing or to do a particular thingwhich the Directors have powertodoand, subject tothecompliance with that direction not being, or resulting in, a breach of:

1. a n y provision oflaw to which either anyDirectorortheCompany is subject;
2. th e MemorandumortheseArticles;or
3. a n y other obligation binding onanyDirectorortheCompany,

the Directors shall be bound to comply with any such direction, if the Chief Minister, in his discretion, shall be of the opinion that:

4. a m  atterofmaterial public interest has arisen; and
5. it i s appropriate that he give directions to the Directors.

(b) A n y such directions shall take effect upon delivery thereof to the Registered Office. NUMBER OF DIRECTORS

26. U n less and until otherwisedeterminedby the Company by ordinaryresolution,thenumber of Directors shall be seven.

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

27. S u bjecttoArticles28to31 and 36to42, all of the Directors shallbenominatedbythe Chief Minister but shall beappointedby an ordinary resolution of themembers,whoshalldosoin the caseofeachDirector only attheexpress written direction of the States.

28. T h e Chief Minister shallnominateforappointmentasDirectors: (a ) o n e individual whois a Minister or anAssistantMinister;

(b ) o n e individual, other than the individual nominated pursuant to sub-Article (a) above, who is a

States member;

(c ) th e Managing Director of Waterfront Enterprise Board Limited as at the date of these Articles; (d ) th e Director of Property Holdings from time to time; and

(e ) th r ee other individuals, none of whom is a States member.

29. T h e Chief Minister shall send his nominationsto the Statesin writing, identifyingoneof the individuals as nomineeChairman.
30. T o theextent that the nominations (other than theManagingDirectorof Waterfront Enterprise Board Limited and the Directorof Property Holdings from time to time)of the Chief Minister for: