Andium Homes Limited: Memorandum of Understanding and Transfer Agreement

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While there is a presumption toward publication to support of transparency and accountability, detailed information may not be published if, for example, it would constitute a breach of data protection, or disclosure would prejudice commercial interest.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 on 15 July 2014:

Decision Reference: MD-TR-2014-0068
Decision Summary Title:	Andium Homes Limited – Memorandum of Understanding and Transfer Agreement		Date of Decision Summary:	2nd July 2014
Decision Summary Author:	Projects Director		Decision Summary: Public or Exempt?	Public
Type of Report: Oral or Written?	Written		Person Giving Oral Report:	N/A
Written Report Title:	Andium Homes Limited – Memorandum of Understanding and Transfer Agreement		Date of Written Report:	2nd July 2014
Written Report Author:	Projects Director		Written Report : Public or Exempt?	Public
Subject: Andium Homes Limited – Memorandum of Understanding and Transfer agreement.
Decision(s): The Minister for Treasury and Resources, acting as the Guarantor of Andium Homes Ltd on behalf of the States of Jersey, decided to approve and sign the Memorandum of Understanding and Transfer Agreement with Andium Homes Limited.
Reason(s) for decision: The purpose of the Memorandum of Understanding is to ensure the appropriate conduct of Andium Homes Ltd and to put in place an accountability framework appropriate to Andium Homes Limited as a business wholly owned by the States. The Transfer Agreement sets out the respective contractual commitments of the Guarantor and Andium Homes Ltd. In particular it sets out the basis by which Andium Homes Ltd shall pay the Guarantor an Annual Return, in return for the transfer of the property.
Resource Implications: There is no additional manpower or financial resources required as a result of this decision.
Action required: Projects Director to inform Finance Director, Andium Homes Ltd and to arrange for the documents to be countersigned by the Chairman of Andium Homes Limited.
Signature:		Position: Senator P.F.C. Ozouf, Minister for Treasury and Resources
Date Signed:		Date of Decision:

Andium Homes Limited: Memorandum of Understanding and Transfer Agreement

- 1 -

Treasury and Resources

Ministerial Decision Report

Andium Homes LIMItEd – Memorandum of Understanding and Transfer Agreement

Purpose of Report

The purpose of this report is to provide background information to support the decision of the Minister for Treasury and Resources, acting as the Guarantor of Andium Homes Limited on behalf of the States of Jersey, to sign the Memorandum of Understanding and Transfer Agreement.

Background

The States of Jersey adopted on 16th May 2013 P.33/2013: The Reform of Social Housing and approved the incorporation of States owned Housing as a Company Limited by Guarantee wholly owned by the States. The States further adopted the Social Housing (Transfer) (Jersey) Law 2013 to, amongst other things, transfer the functions of, and the assets and liabilities administered by, the Housing Department into a company incorporated for this purpose, limited by guarantee, and wholly owned by the States. The States then by their Act 5 June 2014 adopted P.60 /2014: Housing Transformation Programme: Memorandum and Articles of Andium Homes Limited. This approved the Articles of Association and the Memorandum of Association for Andium Homes Limited ("Andium Homes" and/or the “Company”), a guarantee company with the States as the guarantor member (the "Guarantor"), acting through the Minister for Treasury and Resources in accordance with the Transfer Law. On the previous day, the States adopted P.58/2014: Social Housing (Transfer) (Jersey) Regulations 2014 which effected the transfers from the Housing Department to Andium Homes Limited.

Following the transfer, the Housing Department will be dissolved. The States have transferred to Andium Homes Limited the responsibility for the direction, strategy and management of the social housing assets transferred to it under the terms of Article 4 of the Transfer Law. The Guarantor recognises the independence of the Board of Directors in managing the business.

Memorandum of Understanding

The purpose of the Memorandum of Understanding ("MoU") is to ensure the appropriate conduct of Andium Homes Limited and to put in place an accountability framework appropriate to Andium Homes Limited as a business wholly owned by the States.

The MoU aims to foster a sound working relationship between the Guarantor and Andium Homes Limited based on a mutual understanding of expectations for the sharing of information, regular dialogue on key issues as they emerge and develop, and, most importantly, the operation of a "no surprises" policy such that the Guarantor is kept fully informed as to key business decisions (in accordance with this MoU) which have the potential to affect the States' interests as owner.

Transfer Agreement

The Transfer Agreement is supplemental to the Social Housing (Transfer) (Jersey) Law 2013 and sets out the respective contractual commitments of the Guarantor and Andium Homes Limited. By reason of the property transferred to it under this Law, Andium agrees to pay the Guarantor an Annual Return.

The Transfer Agreement sets out the basis on which the Annual Return is calculated and paid to Guarantor.

Whilst the Memorandum and Articles of Andium Homes Limited were approved by the States in P.60/2014: Housing Transformation Programme: Memorandum and Articles of Andium Homes Limited, the MoU and Transfer Agreement do not require States approval and are to be signed by the Minister for Treasury and Resources.

Recommendation

The Minister for Treasury and Resources is recommended to approve and sign the MoU and Transfer Agreement with Andium Homes Limited.

Resource Implications

There are no manpower or financial resource implications as a result of this decision.

Report author : Projects Director	Document date : 2/7/14
Quality Assurance / Review : Business Manager	File name and path: L:\Treasury\Sections\Corporate Finance\Ministerial Decisions\DSs, WRs and SDs\2014-0068 - Andium's transfer agreement and MoU\WR - Andium re. MOU and Transfer agreement.doc
MD sponsor :