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States of Jersey Development Company: Chairman and 2 Non-Executive Directors: Appointment

A formal published “Ministerial Decision” is required as a record of the decision of a Minister (or an Assistant Minister where they have delegated authority) as they exercise their responsibilities and powers.

Ministers are elected by the States Assembly and have legal responsibilities and powers as “corporation sole” under the States of Jersey Law 2005 by virtue of their office and in their areas of responsibility, including entering into agreements, and under any legislation conferring on them powers.

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A decision made 24 February 2014:

Decision Reference:  MD-TR-2014-0012

Decision Summary Title:

Re-appointment of SoJDC Chairman and two Non-Executive Directors

Date of Decision Summary:

19th February 2014

Decision Summary Author:

Head of Shareholder Relations

Decision Summary:

Public or Exempt?

Public

Type of Report:

Oral or Written?

Written

Person Giving

Oral Report:

N/A

Written Report

Title:

Re-appointment of SoJDC Chairman and two Non-Executive Directors

Date of Written Report:

19th February 2014

Written Report Author:

Head of Shareholder Relations

Written Report :

Public or Exempt?

Public

Subject: Re-appointment of Non-Executive Chairman and two Non-Executive Directors by the States.

Decision(s): The Minister decided the following in accordance Article 30(a) of the Company’s Memorandum and Articles of Association to recommend to the States that they re-appoint the following three individuals under Article 21(b):-

  • Mark Boleat to be re-appointed for a further three years, as an independent Non-Executive Chairman with effect from 20 June 2014;
  • Roger Lewis and Nicola Palios to be re-appointed for a further three years, as two independent Non-Executive Directors with effect from 20 June 2014.

Reason(s) for Decision:  The terms of office for the current Chairman and Non-Executive Director are due to expire on 19th June 2014 and it is therefore necessary to seek States approval to re-appoint the Chairman and the two Non-Executive Directors in accordance with the Memorandum and Articles of Association of the Company. The Minister is advised they continue to provide relevant experience and strong leadership and oversight of the company in order to ensure it operates within the agreed policies of the States and delivers projects aligned with the needs of the Island.

Resource Implications: None.

Action required:  Greffier of the States to be requested to lodge the attached Report and Proportion at the earliest opportunity.

 

If the States are minded to approve the appointment, the Greffier of the States is requested to deliver a notice to the States of Jersey Development Company Limited, for and on behalf of the States in accordance with Article 21(b), to give effect to such appointments.

Signature:

 

 

 

Position: Senator P F C Ozouf, Minister for Treasury and Resources

                 

 

Date Signed:

 

Date of Decision:

Hide report
States of Jersey Development Company: Chairman and 2 Non-Executive Directors: Appointment

Treasury and Resources

Ministerial Decision Report

 

 

 

Re-appointment of States of Jersey Development Company (SoJDC) Chairman and Two Non-Executive Directors

 

  1. Purpose of Report

For the Minister for Treasury and Resources to consider a request from the Managing Director of States of Jersey Development Company (SOJDC) dated 23 January 2014, seeking his recommendation to the States for the approval of the reappointment of two Non-executive directors and the Chairman (Appendix A).

 

 

  1. Background

In 2010, under Projet P.73/2010 the States approved Memorandum and Articles of Association for The States of Jersey Development Company.

 

Article 30(a) requires that Non-Executive directors should be appointed by the States on the recommendation of the Minister and that the appointment shall take effect upon delivery to the office of notice in writing to that effect executive in accordance with Article 21(b).

 

Article 29, allows the appointment of Non-Executive directors for a three year duration, subject to Articles 30 and 32 which covers events for the retirement and termination of Non-executive Directors.

 

  1. Proposal for the States to approve the re-appointment of the Chairman and two independent Non-Executive Directors

It is proposed that the Minister for Treasury and Resources, under Article 30(a) recommends to the States the re-appointment of the following three individuals:-

 

  • Mark Boleat to be re-appointed for a further three years, as an independent Non-Executive Chairman with effect from 20 June 2014;
  • Roger Lewis and Nicola Palios to be re-appointed for a further three years, as two independent Non-Executive Directors with effect from 20 June 2014.

 

Biographies for each of the three individuals are shown in the Report and Proposition to the States.

 

In accordance with SOJDC’s commitment to uphold appropriate standards of corporate governance and to comply with its code, the Board conducts an annual review of its own collective and individual effectiveness, which includes the Non-Executive Directors. As part of the review an Independent Non-Executive Director is nominated to lead a review of the Chairman and Committee Chairs will lead reviews of Committees.

 

The last review was conducted in December 2013 led by the Chairman in accordance with SOJDC’s Corporate Governance Statement. The Chairman was not present when his performance was being assessed.

 

States of Jersey Development Company have confirmed the proposed re-appointees willingness to continue in office for a further period from 20 June 2014 to 19 June 2017 (3 years). Further, the Chairman recommends to the Minister the Non-Executive Director’s re-appointment.

 

It is further recommended under Article 21(b) that Minister authorise the Greffier of the States for and on behalf of the States to deliver a notice to The States of Jersey Development Company Limited in accordance with Article 21(b) to give effect to such appointments.

 

The re-appointments will continue to see the Board consist of Mark Boleat (Chairman), Lee Henry (Managing Director), Roger Lewis (Non-Executive Director), Nicola Palios (Non-Executive Director), Simon Neal (Finance Director), Ann Santry (Non-Executive Director) and Paul Masterton (Non-Executive Director). This complies with the minimum composition of at least four independent members in SOJDC’s Corporate Governance Statement.

 

  1. Recommendation

The Minister for Treasury and Resources recommends the re-appointment of Mark Boleat as Chairman and Roger Lewis and Nicola Palios as Non-Executive Directors for a further three years with effect from 20 June 2014. The Minister is advised they continue to provide relevant experience and strong leadership and oversight of the company in order to ensure it operates within the agreed policies of the States and delivers projects aligned with the needs of the Island.

  1. Reason for Decision

The terms of office for the current Chairman and Non-Executive Director are due to expire on 19th June 2014 and it is therefore necessary to seek States approval to re-appoint the Chairman and the two Non-Executive Directors in accordance with the Memorandum and Articles of Association of the Company. The Minister is advised they continue to provide relevant experience and strong leadership and oversight of the company in order to ensure it operates within the agreed policies of the States and delivers projects aligned with the needs of the Island.

 

  1. Resource Implications

None.

 

 

 

Report author : Head of Shareholder Relations

Document date : 19/02/2014

Quality Assurance / Review : Business Manager

File path: L:\Treasury\Sections\Corporate Finance\Ministerial Decisions\DSs, WRs and SDs\2014-0012 - SOJDC Re-Appointment Chairman and Non-Executive Directors\WR - SOJDC Re-Appointment Chairman and Non-Executive Directors.doc

MD sponsor : Treasurer of the States

 

1

 

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