Ports of Jersey Limited: Approval of First Board and Terms of Office

STATES OF JERSEY

PORTS OF JERSEY LIMITED: APPROVAL OF FIRST BOARD AND TERMS OF OFFICE

Lodged au Greffe on 30th June 2015

by the Minister for Treasury and Resources

STATES GREFFE

2015   Price code: B  P.68 (re-issue)

PROPOSITION

THE STATES are asked to decide whether they are of opinion

to approve the proposed membership of the first Board, and the first Directors' terms of office, of Ports of Jersey Limited as set out in the attached Report and Memorandum and Articles of Association.

MINISTER FOR TREASURY AND RESOURCES

REPORT

Background

Following its review of the Incorporation proposals for Ports of Jersey, the Economic Affairs Scrutiny Panel made a number of Recommendations in its Comments on the proposition –  see  Draft  Air  and  Sea  Ports  (Incorporation)  (Jersey)  Law  201- (P.5/2015): comments' (P.5/2015 Com.).

Recommendation 6 stated: "The States should approve appointment of the first Board, including terms of office, etc. Subsequently, the Shareholder should formally agree the appointment of all directors, whether on a permanent or temporary basis.".

This Proposition and Report is intended to follow that Scrutiny Recommendation.

The first Board of Directors of Ports of Jersey Limited and their terms of office are included  in  the  proposed  Memorandum  and  Articles  of  Association,  which  are attached  for  information  at  the  Appendix  to  this  Report.  The  Memorandum  and Articles of Association reflect input from the Scrutiny Panel.

The proposed Non-Executive Directors are –

Name  Date of retirement under Article 67 Charles Clarke (Chairman)  31st October 2016

Mike Collett  31st October 2016 Margaret Llewellyn, O.B.E.  31st October 2016

John Mills, C.B.E.  31st October 2016

Allan Smith, M.B.E.  31st October 2016

Frank Walker , O.B.E.  31st October 2016

It will be noted that all Directors are due to retire on 31st October 2016. This reflects the fact the first Board have been acting as a Shadow Board for the Ports of Jersey since 1st November 2010. All were appointed through a formal appointment process overseen  by  the  Appointments  Commission.  The  transition  period  will  ensure continuity post-incorporation.

However,  it  is  recognised  that  an  orderly  succession  process,  which  retains  and refreshes the required skills and experience on the Board, will need to be developed. This will most appropriately be developed in conjunction with the development of the Ports of Jersey Limited future objectives and its Strategic Business Plan. The future objectives and Strategic Business Plan will be in accordance with the direction set by the Ports Policy Group, consisting of the Chief Minister, Minister for Treasury and Resources and the Minister for Economic Development.

The intention therefore is that Ports of Jersey Limited will conduct a thorough Board effectiveness review and capability match in conjunction with the development of the Strategic  Business  Plan  objectives.  This  will  inform  the  rotation  plan  (i.e. which Director will rotate off, at what date, and what type of person/skills should they be replaced with).

Financial and manpower implications

There are no resource implications for the States arising from this proposition.

 _____________________________________________________________________ Re-issue Note

This  re-issue  does  not amend  the  Proposition;  its  purpose  is to  add  2  Executive Directors to the list of First Directors contained within the Articles of Association, attached at the Appendix to this Proposition and Report.

APPENDIX

MEMORANDUM OF ASSOCIATION COMPANIES (JERSEY) LAW 1991

1. The name of the company is: PORTS OF JERSEY LIMITED
2. The Share Capital of the Company is:

[£1000 (One thousand pounds sterling divided into one thousand shares of £1 each)]

3. The company is a private company and a par value company and the liability of a member arising from his holding of a share is limited to the amount (if any) unpaid on it.
4. We, the persons whose names and addresses are subscribed, desire to be formed into a Company pursuant to this Memorandum of Association, and we agree to take the number of Shares in the Capital of the Company set out opposite our respective names.

COMPANIES (JERSEY) LAW 1991 ARTICLES OF ASSOCIATION

NAME OF COMPANY: Ports of Jersey Limited

1. Subject as hereinafter provided the regulations contained in the Schedule to the  Companies  (Standard  Table)  (Jersey)  Order  1992,  as  amended, (hereinafter referred to as "the Standard Table") shall apply to the Company.
2. All provisions relating to alternate directors shall not apply to the Company and, accordingly, regulations 59, 60, 61, 62 and 63 of the Standard Table are deleted; regulation 79 of  the  Standard Table shall  have  its fifth  and  final sentence  deleted;  regulation 80  shall  have  its  second  and  final  sentence deleted; and regulation 84 shall have all words subsequent to its semi-colon deleted and that semi-colon replaced by a full stop.
3. Regulations 68, 69 and 78 are deleted.
4. Regulation 2 of the Standard Table shall not apply to the company but the regulation below shall replace it and be applicable to the company:

"Subject to the provisions of the Law –

1. the share capital of the company at the time of incorporation is £100 divided into 100 Ordinary Shares of £1 each;
2. the company may –

1. issue, or
2. convert,

any existing non-redeemable shares, whether issued or not, into shares which are to be redeemed, or are liable to be redeemed at the option of the company or the shareholder, on such terms and in such manner as may be determined by special resolution;

3. unissued shares shall be at the disposal of the company actingby ordinary resolution, which may allot, grant options over or otherwise dispose of them to such persons and on such terms as the directors think fit; and
4. without prejudice to any rights attached to any issued shares, any share may be issued with such rights or restrictions as the company may by special resolution determine".

5. Regulation 22 of the Standard Table shall apply but the regulation below shall precede it and also be applicable to the Company:

"No share shall be transferred to a person who is not a member unless the written consent of every member to the transfer and proposed transferee  has  been  received  by  the  directors  and  not  been withdrawn.".

6. Regulation 58 of the Standard Table shall not apply to the Company but the regulation below shall replace and be applicable to the Company:

"Unless otherwise determined by special resolution, the number of directors shall not be subject to any maximum but shall be at least four.".

7. Regulation 67 of the Standard Table shall not apply to the Company but the regulation below shall replace and be applicable to the company:

"The first Directors shall be the persons appointed to the Board of the Company as specified in the Schedule to these Articles. The first Directors shall retire from office by no later than the date specified for their retirement (if any) in the Schedule, but are then, subject to these Articles,  eligible  for  re-appointment.  Future  Directors  shall  be appointed as provided in the Articles.".

8. In Regulation 70, the words, "Subject as aforesaid, the" shall be deleted and replaced with "The".
9. Regulation 80 of the Standard Table shall not apply to the Company but the regulation below shall replace and be applicable to the Company:

"The quorum for the transaction of business of the directors may be fixed by the directors and unless so fixed at any other number shall be three.".

10. Regulation 82 of the Standard Table shall apply, but the following shall be applicable  to the  Company  and  inserted  after  the  first  sentence  of Regulation 82:

"The directors may not appoint a Chairman without the permission in writing of the Minister for Treasury and Resources.".

11. SCHEDULE – FIRSTDIRECTORS(ASREFERREDTOINARTICLE67)