Meeting documents

Cabinet
Tuesday, 19 December 2006

CA191206-15

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ITEM CA15

CABINET– 19 DECEMBER 2006

South East Fire and Rescue Service’s Regional Control Centre & Board Member

Report by Director for Community Safety & Chief Fire Officer

Introduction

  1. The South East Regional Management Board (SE RMB), at its meeting held on 18 October 2006, received a report on the implementation of the Government’s Regional Fire Control Centre governance proposals. The SE RMB is required to establish regional control centres within the National Framework 2006-8, and by 1 January 2007, is required to have in place a Local Authority Controlled Company (LACC) to undertake this work. Legal representatives have been involved in producing draft documentation through the South East Fire Lawyers Network. The SE RMB has considered, and recommended for approval, drafts of the following documents relating to the proposed company, which would be called the South East Fire and Rescue Control Centre Ltd:

of the company (Annex 3). (download as .doc file)

  1. These are standard types of document associated with the formation and running of companies. In addition, a Service Level Agreement will need to be in place before the company starts to deliver a service to the FRA.

    2. Memorandum of Association

  2. The Memorandum of Association is a document that has been produced nationally and is intended to be common to all the LACCs running regional control centres. It sets out the purpose of the company, its legal obligations and actions such as those on dissolution. We believe this document could now be approved.

    3. Articles of Association

  3. The Articles of Association set out the rules for membership of the Company, how Directors (and alternate Directors) are appointed, the conduct of meetings, voting arrangements and conditions applying to Directors. They include the appointment of a company Secretary and covers indemnity for Members and Directors. This document enshrines the principle of each FRA being a corporate member of the company, able to appoint either itself as Corporate Director or approve one other Director and an alternate Director. The latter option represents the optimum situation. This document, as revised, is now in a form which our legal lead regards as acceptable for adoption.

    4. Members Agreement

  4. The Members’ Agreement contains the detail on proportional voting rights for Members and Directors and the cost apportionment of each Fire Rescue Authority for the running of the company. Members are asked to note, and may wish to discuss, the following two particularly important parts of the proposals. These are also outlined in the draft minutes of the SE RMB and are attached at Annex 4 - (download as .doc file).

Voting Rights:

     

    • voting rights in the company, both for members of the company (i.e. the Fire & Rescue Authorities) and for the directors appointed by each member would be weighted. Based on current populations, the number of votes would be: 1 for the Isle of Wight, 2 each for Berkshire, Buckinghamshire, East Sussex, Oxfordshire and West Sussex, 3 for Surrey and 4 each for Hampshire and Kent.

Formula:

    • at least initially, the costs of running the company would be re-charged to each Fire & Rescue Authority on a hybrid formula (detail not yet available) based on population and call numbers. It is worth noting that the Cabinet policy decision which instructed the Chief Fire Officer to initiate a radical revision to the response to unwanted fire signals (and which significantly reduced the number of such calls) will have a small positive effect in reducing Oxfordshire’s funding commitment.

  1. This latter issue is also dependant upon the Fire Control Full Business Case which will only become available with complete costing information after the Infrastructure contract is let (currently expected to be in January 2007). Therefore, at this stage, only the framework of this document is acceptable to legal Officers. It would, however, be useful to future negotiations if Members agreed formally to note the form the final agreement will take.

    2. Service Level Agreement

  2. The Service Level Agreement will set out the detailed service level and relationship between the FRS and the RCC. This can only be undertaken once the RCC Company is in place and mature enough to develop such a document. This document will not be required legally to achieve the registration of the company.

    3.   Councillors’ Duties

  3. The FRA is required to nominate and approve Elected Members to represent it as Director and Alternate on the Board of the Company. These representatives will need to carry out their duties in the best interests of the company, acting accordingly and taking into account the Code of Conduct and any conflicts of interest. The purpose of the Alternate Director is not only to allow for unavailability but also to minimise the potential outcomes of conflict of interest in that the Cabinet Member responsible for Community Safety also serves as the OCC representative on the SE RMB and the RCC Local Authority Company. As such it is not envisaged that such a conflict is likely; however, this approach should mitigate against any future as yet unforeseen conflict of interest.

    4. Way Forward

  4. Only the Memorandum of Association and Articles of Association are considered fit for Cabinet approval at this time. Approval of the Memorandum and Articles, by all 9 regional members would be sufficient to allow the Company to be registered. However, such a company would not have any practical ability to function until a Members’ Agreement is in place. Such a move would allow the target in the National Framework (Government’s expectations of Fire Services modernisation process) to be closely met and allow the Members’ Agreement, a potentially more complex issue, to be developed and given due consideration outside the immediate requirement to meet a Government target. The RMB has agreed that the initial company structure would be supported by West Sussex. Oxfordshire County Council as the fire Authority is required to nominate Elected Members to act as its representative Director and an Alternate Director to ensure its presence at Board meetings.

    5. Financial and Staff Implications

  5. Approval of the Memorandum and Articles of Association the does not expose the FRA to any immediate financial or staff implications. However, the longer term move to RCC provision of Fire Control services has both staff and financial implications which remain unclear. The Fire Control Full Business Case, expected in 2007, should clarify these issues. Once the Company is in a position to deal with substantive issues, such as the Transfer of Undertakings (Protection of Employment) Regulations, the Authority will need to determine when to begin formal consultation with representative bodies and staff. In the meantime the Chief Fire Officer is ensuring staff are kept up to date with developments.

    6. Risk Management

  6. The national project manages risk within the Prince 2 structure.   National and regional FRS Risk Registers are maintained and at the local level, risks are identified by the project team and their inclusion in Register is overseen by the Project Manager and Senior User.  Management action is reviewed by the Senior Management Team as the Project Board.   The Risk Register is formally reviewed 6 monthly at a project team workshop and signed off by the Senior User.   Risks are raised to regional and national level through a monthly Checkpoint report as appropriate.

    7. RECOMMENDATIONS

  7. The Cabinet is RECOMMENDED to:

          1. subject to (b – f) below, approve the Memorandum of Association and Articles of Association in the form attached;

          2. agree to become a Corporate Member of a Local Authority controlled company to run the South East Regional Control Centre and participate in the formation of the company;

          3. approve the weighted voting arrangements for members of the Company and for Directors of the Company;

          4. note the framework of the Members’ Agreement;

          5. nominate the Cabinet Member responsible for Community Safety as a Director and authorise that Director, subject to their approval, to nominate an Alternate Director upon the basis that the Cabinet do not wish the Council themselves to become a Corporate Director;

          6. delegate authority to the Cabinet Member responsible for Community Safety, as advised by the Chief Fire Officer, to:

            1. agree the details, including the formula incorporated in the Members Agreement document for the recovery of costs; and

            2. sign or authorise the signing or sealing of the above documents on behalf of the Authority and to take any other steps as necessary in the formation of the Company.

JOHN PARRY
Director for Community Safety and Chief Fire Officer

Background papers: Nil

Contact Officer: Colin Thomas, Community Safety Business Manager, Tel; 01865 815 221

December 2006

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