Andium Homes Ltd: Independent Director: Extension of Appointment

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A decision made 4 December 2020:

Decision Reference: MD-TR-2020-0152
Decision Summary Title:	Andium Homes Ltd – Extension of appointment of an Independent Director		Date of Decision Summary:	1st December 2020
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:	Andium Homes Ltd – Extension of appointment of an Independent Director		Date of Written Report:	1st December 2020
Written Report Author:	Head of Shareholder Relations		Written Report : Public or Exempt?	Public
Subject: Andium Homes Ltd – Extension of appointment of an Independent Director
Decision(s): The Assistant Minister for Treasury and Resources decided to:- Extend the appointment of Jason Laity as an Independent Director of the Company for a further period of up to six months from 1st November 2020 in accordance with the Company’s Articles of Association. Notify the Company Secretary in writing that the appointment has been made.
Reason(s) for Decision: Article 38 of the Memorandum and Articles of Association of the Company provides the Guarantor with the power to appoint any Director (except the Chief Executive and the Finance Director) at any time by notice in writing to the Secretary.
Resource Implications: There are no resource implications for the Government of Jersey arising from this decision as the Director will be remunerated directly by the Company.
Action required: The Head of Financial Governance to inform the Head of Shareholder Relations that this decision has been signed.
Signature:		Position: Deputy L Ash, Assistant Minister for Treasury and Resources
Date Signed:		Date of Decision:

Andium Homes Ltd: Independent Director: Extension of Appointment

Treasury and Exchequer

Ministerial Decision Report

ANDIUM HOMES LIMITEd – EXTENSION OF APPOINTMENT OF AN INDEPENDENT DIRECTOR

Purpose of Report

To enable the Assistant Minister for Treasury and Resources, as Guarantor, to re-appoint an Independent Director at Andium Homes Limited (“the Company”) in accordance with the Memorandum and Articles of Association.

Background

A Board Effectiveness Review undertaken by Satori, on behalf of the Company, at the end of 2018 recommended the appointment of a non-executive qualified accountant with recent or current professional financial experience. Jason Laity has significant Board level leadership experience and met the criteria identified in the Satori recommendation.

Pursuant to MD-TR-2019-0106 the Assistant Minister appointed Mr Laity as an additional Director of the Company in accordance with Article 38 of the Company’s Articles of Association.

The Assistant Minister, by notice in writing to the Company Secretary, made it clear that Mr Laity’s term of office would be for an initial period of 12 months from 1st November 2019, but Mr Laity would be free to apply for a longer term role on the Company’s Board through the standard recruitment process should he wish to do so.

The CEO on behalf of the Board of Andium Homes’ requested, by letter dated 7 May 2020, that Mr Laity’s term of office be extended, and the Assistant Minister accepted the Nomination Committee’s recommendation and confirmed that the Guarantor “is prepared to lay a recommendation before the States Assembly for a period of ten days, in accordance with the Memorandum of Understanding, for the reappointment of Jason for a three-year term until 31 October 2023.”

This acceptance was on the expectation that a formal recruitment process would be undertaken in accordance with the Jersey Appointment Commission (“JAC”) guidelines rather than Mr Laity’s term of office being automatically extended.

Following a brief delay to allow for the recruitment process for the Andium Chair to be undertaken, the JAC have approved a short-term extension of three months of Mr Laity’s term of office, extendable to six months if there are extenuating circumstances which create delays, to facilitate the completion of the new Chair recruitment process. Once a new Chair has been appointed, a further recruitment process will commence for the Non-Executive Director role that Mr Laity has fulfilled since 1st November 2019.

Mr Laity continues to meet the criteria identified in the Satori review and the Board continues to benefit from his accounting and financial experience.

Recommendation

The Assistant Minister for Treasury and Resources is recommended to:-

Extend the appointment of Jason Laity as an Independent Director of the Company for a further period of up to six months from 1st November 2020 in accordance with the Company’s Articles of Association.
Notify the Company Secretary in writing that the appointment has been made.

Reason for Decision

Article 38 of the Memorandum and Articles of Association of the Company provides the Guarantor with the power to appoint any Director (except the Chief Executive and the Finance Director) at any time by notice in writing to the Secretary.

Resource Implications

There are no resource implications for the Government of Jersey arising from this decision as the Director will be remunerated directly by the Company.

Report author : Head of Shareholder Relations	Document date : 1st December 2020
Quality Assurance / Review : Head of Financial Governance	File name and path: L:\Treasury\Sections\Corporate Finance\Ministerial Decisions\DS, WR and SD\2020-0152 - Andium Homes Ltd – Extension of appointment of an Independent Director
MD sponsor : Director of Treasury and Investment Management