Ports of Jersey Limited: Non-Executive Directors Re-Appointment

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A decision made 21 October 2016:

Decision Reference: MD-TR-2016-0088
Decision Summary Title:	Ports of Jersey Limited: re-appointment of Non-Executive Directors		Date of Decision Summary:	21st October 2016
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:	Ports of Jersey Limited: re-appointment of Non-Executive Directors		Date of Written Report:	21st October 2016
Written Report Author:	Head of Shareholder Relations		Written Report : Public or Exempt?	Public
Subject: Approval to re-appointment of Non-Executive Directors of Ports of Jersey Limited.
Decision(s): The Minister decided to support the proposed resolution on behalf of States of Jersey Investments Limited and instructed the Treasurer of the States:- as Nominee and trustee for the Minister for Treasury and Resources in accordance with the Declaration of Trust, to approve and duly authorise the Ordinary Resolution.
Reason(s) for Decision: To fulfil the States’ role as shareholder of Ports of Jersey Limited by exercising voting rights on an Ordinary Resolution of the Company.
Resource Implications: There are no financial or manpower implications arising for the States of Jersey as a result of this decision.
Action required: Treasurer of the States to vote in favour of the proposed resolution by duly authorising the Ordinary Resolution.
Signature:		Position: Connetable J M Refault, Assistant Minister for Treasury and Resources
Date Signed:		Date of Decision:

Ports of Jersey Limited: Non-Executive Directors Re-Appointment

Treasury and Resources Department

Ministerial Decision Report

Ports of Jersey Limited: re-appointment of Non-Executive Directors

Purpose of Report

To enable the Minister to approve the re-appointment of non-executive Directors at Ports of Jersey Limited (“PoJL”).

Background

Following the decision to incorporate the Ports of Jersey, the States approved, through P.68/2015 – Addendum, the first Board and their terms of office. The first Directors were as set out in the schedule attached to the Proposition and they were all initially appointed until 31st October 2016. Ports of Jersey Limited commenced operation on 1st October 2015.

The Nomination Committee of the Board is currently developing a succession plan for Non-Executive Directors (NEDs). Whilst this is being fully developed, and in order to put into process a smooth and robust transition, they have recommended that the current NEDs are re-appointed for a period of one year commencing on 1st November 2016. This has been supported by the Board.

Appointment and re-appointment of NEDs would normally be dealt with at the Annual General Meeting of the Company. The first Annual General Meeting is not expected until mid-2017 when the Company will present its first audited accounts and Annual Report. This does not coincide with the period of the appointment of the first Directors.

As a result, an Ordinary Resolution has been forwarded to the Shareholder for approval. A copy of this Resolution is attached as an Appendix.

The Share Capital of the Company is 1,000 shares of £1. Under a Declaration of Trust these shares are held by States of Jersey Investments Limited (“SoJIL”) in nominee for the States of Jersey (“the Owners”). The Minister for Treasury and Resources is responsible for the shareholding on behalf of the States. In the Declaration of Trust, the Directors of SoJIL agree to undertake and exercise the Companies voting power as holder of the said shares in such a manner and for such purpose as the Owners (through the Minister for Treasury and Resources) from time to time direct or determine.

Recommendation

The Minister is recommended to vote in favour of the proposed resolution on behalf of States of Jersey Investments Limited and to instruct the Treasurer of the States:-

as Nominee and trustee for the Minister for Treasury and Resources in accordance with the Declaration of trust, to approve and duly authorise the Ordinary Resolution.

Reason for Decision

To fulfil the States’ role as shareholder of Ports of jersey Limited by exercising voting rights on an Ordinary Resolution of the Company.

Resource Implications

There are no financial or manpower implications arising for the States of Jersey as a result of this decision.

Report author : Head of Shareholder Relations	Document date: 21st October 2016
Quality Assurance / Review : Head of Decision Support	File name and path: L:\Treasury\Sections\Corporate Finance\Ministerial Decisions\DS, WR and SD\2016-0088 - POJL NED Re-appointments
MD sponsor : Director of Treasury Operations