States of Jersey Development Company: Re-Appointment of Chairman

Information about the publication of Ministerial Decisions

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.

An accurate record of “Ministerial Decisions” is vital to effective governance, including:

demonstrating that good governance, and clear lines of accountability and authority, are in place around decisions-making – including the reasons and basis on which a decision is made, and the action required to implement a decision
providing a record of decisions and actions that will be available for examination by States Members, and Panels and Committees of the States Assembly; the public, organisations, and the media; and as a historical record and point of reference for the conduct of public affairs

Ministers are individually accountable to the States Assembly, including for the actions of the departments and agencies which discharge their responsibilities.

The Freedom of Information Law (Jersey) Law 2011 is used as a guide when determining what information is be published. While there is a presumption toward publication to support of transparency and accountability, detailed information may not be published if, for example, it would constitute a breach of data protection, or disclosure would prejudice commercial interest.

A decision made 18 January 2019:

Decision Reference: MD-TR-2019-0006
Decision Summary Title:	States of Jersey Development Company - Re-appointment of Chairman		Date of Decision Summary:	16th January 2019
Decision Summary Author:	Head of Shareholder Relations		Decision Summary: Public or Exempt?	Public
Type of Report: Oral or Written?	Written		Person Giving Oral Report:
Written Report Title:	States of Jersey Development Company - Re-appointment of Chairman		Date of Written Report:	16th January 2019
Written Report Author:	Head of Shareholder Relations		Written Report : Public or Exempt?	Public
Subject: Report and Proposition recommending to the States the re-appointment of the Non-Executive Chairman to the States of Jersey Development Company (“SoJDC”).
Decision(s): The Minister approved for lodging ‘au Greffe’ a Report and Proposition recommending to the States the re-appointment of the Non-Executive Chairman to SoJDC.
Reason(s) for Decision: Article 23 of the SoJDC Articles of Association states that the Board shall compromise the Chairman, the Managing Director, the Finance Director, the Ministerial Appointee, and three States Appointees (in addition to the Chairman). Article 30(a) of the SoJDC Articles of Association states that the States Appointees shall be appointed by the States on the recommendation of the Minister and such appointment shall take effect upon delivery to the office of notice in writing to that effect executed in accordance with Article 21(b).
Resource Implications: There are no financial or manpower consequences to the States as a result of the introduction of this decision.
Action required: Head of Shareholder Relations to inform the Managing Director of SoJDC of this decision that this decision has been approved and to request the Greffier of the States to arrange for the projet to be lodged ‘au Greffe’.
Signature:		Position: Deputy Lindsay Ash Assistant Minister for Treasury and Resources
Date Signed:		Date of Decision:

States of Jersey Development Company: Re-Appointment of Chairman

STATES OF JERSEY DEVELOPMENT COMPANY LIMITED:

RE-APPOINTMENT OF CHAIRMAN

PROPOSITION

THE STATES are asked to decide whether they are of opinion – to approve the following appointment under Article 21(b) of the States of Jersey Development Company Limited’s Memorandum and Articles of Association -

(a) to re-appoint Nicola Palios as Chairman of the States of Jersey Development Company Limited for a further period from 2nd February 2019 to 19th June 2020, in accordance with the Memorandum and Articles of Association, to take effect from the delivery to the company of the notice referred to in paragraph (b) below –

(b) to 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) of the Memorandum and Articles of Association to give effect to such appointments.

MINISTER FOR TREASURY AND RESOURCES

REPORT

Background

The States agreed at its meeting on 13th October 2010 to establish the States of Jersey Development Company Limited, which forms part of the arrangements for structuring the planning, development and implementation of major property and associated infrastructure regeneration projects in Jersey. The States of Jersey Development Company Limited has a key role in this as the delivery vehicle for property development on behalf of the States of Jersey.

The States also agreed at its meeting on 13th October 2010 to approve a new Memorandum and Articles of Association for the States of Jersey Development Company Limited and authorised the Greffier of the States for and on behalf of the States to pass, together with the Treasurer of the States, one or more special resolutions of the company to adopt the Memorandum and Articles.

These arrangements required the appointment of a Board of Directors comprising individuals with the skills, technical knowledge and standing to make the company a success. The Memorandum and Articles provide for the Board of Directors of the company to include –

An independent Non-Executive Chairman appointed by the States;
Three independent Non-Executive Directors appointed by the States; and
A Non-Executive Director appointed by the Minister for Treasury and Resources to represent his interests.

Minister’s recommendation for re-appointment of Chairman

Nicola Palios was first appointed as a Non-Executive Director of the Company with effect from 20th June 2011, for a three year period and re-appointed for a second three years from 20th June 2014, expiring on 19th June 2017.

However part way through that term she was appointed Chairman. This appointment was effective from 2nd February 2016, for a period of 3 years (to 1st February 2019), and was approved by the States (P.1/2016: States of Jersey Development Company Limited: Appointment of Chairman). This resulted from the resignation of Mark Boleat and followed a robust appointments process overseen by the Jersey Appointments Commission.

The Minister for Treasury and Resources is now recommending that she be re-appointed for the period 2nd February 2019 to 19th June 2020. This is less than the fixed period of 3 years that Article 29 of the Company’s Memorandum and Articles of Association states should be the duration for each Non-Executive Director appointment.

However, this re-appointment period would then bring her time on the Board to 9 years, which is the maximum permitted in accordance with Company’s governance policies and best practice as set out in the UK Corporate Governance Code and equates to 3 terms of 3 years duration. The Minister believes this accords with the intent and spirit of “the 3 year duration” set out in Article 29 of the Memorandum and Articles of Association.

It has been agreed by the Board, that on 19th June 2020 she will retire from the Board. Before this point the Company will commence a search/appointment process for a new Chairman to ensure that there is a seamless transition between the two Chairmen. Paul Masterton as the Board’s Senior Independent Director, will take the lead on behalf of the Company for this process, with the necessary co-ordination with the Jersey Appointments Commission and the Shareholder.

Nicola Palios’ biography is shown in the attached Appendix. She has considerable experience and insight into the Company’s ongoing activities. During her term as Chairman, the Company has made significant progress delivering for example, College Gardens, IFC1 and IFC 5, in challenging circumstances.

She has demonstrated that she provides a strong, considered leadership, technical experience, together with excellent communication skills and stakeholder engagement that will contribute to the ongoing success of the Company as it continues its development and progress.

It is further recommended under Article 21(b) that the Minister authorises the Greffier of the States, for and on behalf of the States, to deliver a notice to the States of Jersey Development Company Limited to give effect to such appointment.

Financial and manpower implications

The remuneration level for the Non-Executive Chairman of the States of Jersey Development Company is £40,000 for a minimum 24 days’ commitment per annum. This remuneration level was set in 2011 and has not been subsequently changed.

The cost of remuneration will be borne by the States of Jersey Development Company Limited and not by the States of Jersey. There are therefore no financial or manpower implications for the States.

APPENDIX

Nicola Palios (Chairman)

Nicola Palios is a Jersey Advocate who lived on the Island for 20 years until returning to the UK in 2007. From an early career in law to 15 years of international business leadership, she brings with her proven commercial insight and success in delivering major strategic projects.

She joined Mourant in 1988, becoming its then youngest ever partner in 1995. From 2003 to 2010 she was the Chief Executive of Mourant, where she delivered the firm’s strategic vision for incorporation, growth and expansion, which transformed the Jersey law firm into a provider of multinational legal and financial services and business process outsourcing.

Now living in the UK, she is the owner and director of a consultancy firm offering a variety of services to private equity houses, primarily relating to governance and due diligence in the offshore financial services industry. She is also joint owner of Tranmere Rovers Football Club, Chairman of SOJDC, and a non-executive director of Sanne Plc.

She has maintained close contact with Jersey and has a detailed knowledge of the issues facing the Island. Her considerable experience working on the Island in the finance sector, coupled with her knowledge of corporate and commercial law, have provided useful input to the States of Jersey Development Company Board during her tenure.

She is a Chartered Director and holds a Law Degree from St. Hilda’s College, Oxford, and a Masters degree from Cardiff University. She was admitted as an Advocate of the Royal Court of Jersey in 1991.