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Ports of Jersey Limited: Approval of the first Board and Terms of Office

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.

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A decision made 26 June 2015:

Decision Reference:  MD-TR-2015-0080

Decision Summary Title:

Ports of Jersey Limited – Approval of the first Board

Date of Decision Summary:

17th June 2015

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:

Ports of Jersey Limited – Approval of the first Board

Date of Written Report:

17th June 2015

Written Report Author:

Projects Director

Written Report :

Public or Exempt?

Public

Subject: Ports of Jersey Limited – Approval of the first Board

Decision(s): The Minister for Treasury and Resources:-

 

  • approved the attached Report and Proposition to be forwarded to the Greffier of the States.
  • requested that the Report and Proposition be lodged “au Greffe” on 30th June 2015.

 

Reason(s) for decision:  

In accordance with a recommendation made by the Economic Affairs Scrutiny Panel in Draft Air and Sea Ports (Incorporation)(Jersey) Law 201- (P.5/2015):Comments.

Resource Implications:

 There are no resource implications arising as a result of this decision.

Action required:

The Greffier of the States be requested to lodge the Report and Proposition “au Greffe” on 30th June 2015 for debate at the sitting on 8th September 2015.

 

Signature:

 

 

Position: Senator A Maclean, Minister for Treasury and Resources

 

Date Signed:

 

Date of Decision:

Hide report
Ports of Jersey Limited: Approval of the first Board and Terms of Office

 - 1 -

Treasury and Resources

Ministerial Decision Report

 

 

Ports of Jersey Limited – Approval of the First Board

 

 

  1. Purpose of Report

To provide background information to the Minister for Treasury and Resources to support the recommendation that he approve the attached Report and Proposition and that it be lodged “au Greffe” on 30th June 2015.

 

  1. Background

Following its review of the Incorporation proposals for Ports of Jersey, the Economic Affairs Scrutiny Panel made a number of Recommendations in its Report – Draft Air and Sea Ports (Incorporation) (Jersey) Law 201- (P.5/2015): Comments.

Recommendation 6 stated, “The States should approve appointment of the first Board, including terms of office, etc. Subsequently, The Shareholder should formally agree the appointment of all directors, whether on a permanent or temporary basis.”

The attached Report and Proposition: Ports of Jersey Limited Memorandum and Articles of Association: Approval to appointment of first Board, is intended to support that Recommendation. The first Board Directors of Ports of Jersey Ltd and their terms of office are included in the proposed Memorandum and Articles of Association.  

 

  1. Recommendation

The Minister for Treasury and Resources is recommended to approve the attached Report and Proposition:  Ports of Jersey Limited Memorandum and Articles of Association: Approval to appointment of first Board. This should be lodged “au Greffe” on 30th June 2015 for debate at the States sitting on 8th September 2015.

 

  1. Reason for Decision

In accordance with a recommendation made by the Economic Affairs Scrutiny Panel in Draft Air and Sea Ports (Incorporation)(Jersey) Law 201- (P.5/2015):Comments

 

  1. Resource Implications

There are no resource implications arising as a result of this decision.

 

 

Report author : Projects Director

Document date : 17th June 2015

Quality Assurance / Review :

File name and path:

MD sponsor :

 

 

 

P.?/2015: PORTS OF JERSEY LIMITED MEMORANDUM AND ARTICLES OF ASSOCIATION: APPROVAL TO APPOINTMENT OF FIRST BOARD

 

 

 

 

 

PROPOSITION

 

 

THE STATES are asked to decide whether they are of opinion –

 

to approve the first Board, and terms of office, of Ports of Jersey Limited as set out in the attached Report and Memorandum and Articles of Association.

 

 

 

MINISTER FOR TREASURY AND RESOURCES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Report

 

Background

Following its review of the Incorporation proposals for Ports of Jersey, the Economic Affairs Scrutiny Panel made a number of Recommendations in its Report – Draft Air and Sea Ports (Incorporation) (Jersey) Law 201- (P.5/2015): Comments.

Recommendation 6 stated, “The States should approve appointment of the first Board, including terms of office, etc. Subsequently, The Shareholder should formally agree the appointment of all directors, whether on a permanent or temporary basis.”

The attached Report and Proposition: Ports of Jersey Limited Memorandum and Articles of Association: Approval to appointment of first Board, is intended to follow that Recommendation.

The first Board Directors of Ports of Jersey Limited and their terms of office are included in the proposed Memorandum and Articles of Association, which are attached to this Report for information. The Memorandum and Articles of Association reflect input from the Scrutiny Panel

 

The proposed Non-Executive Directors are:-

 

 Name     Date of retirement under Article 67

 

Charles Clarke (Chairman)    31st October 2016

Mike Collett      31st October 2016

Margaret Llewellyn OBE    31st October 2016

John Mills CBE     31st October 2016

Alan Smith MBE     31st October 2016

Frank Walker OBE     31st October 2016

 

It will be noted that all Directors are due to retire on 31st October 2016. This reflects the fact the first Board have been acting as a Shadow Board for the Ports of Jersey since 1st November 2010. All were appointed through a formal appointment process overseen by the Appointments Commission. The transition period will ensure continuity post incorporation.

However it is recognised that an orderly succession process, which retains and refreshes the required skills and experience on the Board, will need to be developed. This will most appropriately be developed in conjunction with the development of the Ports of Jersey Limited future objectives and its Strategic Business Plan. The future objectives and Strategic Business Plan will be in accordance with the direction set by the Ports Policy Group, consisting of the Chief Minister, Minister for Treasury and Resources and the Minister for Economic Development.

The intention therefore is that Ports of Jersey Ltd will conduct a thorough Board Effectiveness review and capability match in conjunction with the development of the Strategic Business Plan objectives. This will inform the rotation plan (i.e. which Director will rotate off, at what date and what type of person/skills should they be replaced with).

Resource Implications

 

There are no resource implications arising as a result of this decision.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    MEMORANDUM OF ASSOCIATION

COMPANIES (JERSEY) LAW 1991

  1. The name of the company is: PORTS OF JERSEY LIMITED
     
  2. The Share Capital of the Company is:

[£1000 (One thousand pounds sterling divided into one thousand shares of £1 each]

 

  1. The company is a private company and a par value company and the liability of a member arising from his holding of a share is limited to the amount (if any) unpaid on it.

 

  1. We, the persons whose names and addresses are subscribed, desire to be formed into a Company pursuant to this Memorandum of Association, and we agree to take the number of Shares in the Capital of the Company set out opposite our respective names.

 

Name and Address of Subscriber

Number of Shares Taken

Signatures

States of Jersey Investments Ltd

States Treasury

Cyril Le Marquand House

The Parade

St Helier

JE4 8UL

 

 

1,000

 

 

 

 

Date

 

WITNESS TO THE ABOVE SIGNATURES

 

 

 

 

 

 

 

 

 

 

COMPANIES (JERSEY) LAW 1991

 

ARTICLES OF ASSOCIATION

 

NAME OF COMPANY: Ports of Jersey Limited

 

  1. Subject as hereinafter provided the regulations contained in the Schedule to the Companies (Standard Table) (Jersey) Order 1992, as amended, (hereinafter referred to as “the Standard Table”) shall apply to the Company.

 

  1. All provisions relating to alternate directors shall not apply to the Company and, accordingly, regulations 59, 60, 61, 62, and 63 of the Standard Table are deleted; regulation 79 of the Standard Table shall have its fifth and final sentence deleted; regulation 80 shall have its second and final sentence deleted; and regulation 84 shall have all words subsequent to its semi-colon deleted and that semi-colon replaced by a full stop.

 

  1. Regulations 68, 69 and 78 are deleted.

 

  1. Regulation 2 of the Standard Table shall not apply to the company but the regulation below shall replace it and be applicable to the company.

 

“Subject to the provisions of the Law –

(a)   the share capital of the company at the time of incorporation is £100 divided into 100 Ordinary Shares of £1 each;

 

 

(b)  the company may –

 

(i)                 issue, or

(ii)               convert

any existing non-redeemable shares, whether issued or not, into, shares which are to be redeemed, or are liable to be redeemed at the option of the company or the shareholder, on such terms and in such manner as may be determined by special resolution;

(c)   unissued shares shall be at the disposal of the company acting by ordinary resolution, which may allot, grant options over or otherwise dispose of them to such persons and on such terms as the directors think fit; and

 

(d)  without prejudice to any rights attached to any issued shares, any share may be issued with such rights or restrictions as the company may by special resolution determine”

 

  1. Regulation 22 of the Standard Table shall apply but the regulation below shall precede it and also be applicable to the Company:

 

“No share shall be transferred to a person who is not a member unless the written consent of every member to the transfer and proposed transferee has been received by the directors and not been withdrawn.”

 

  1. Regulation 58 of the Standard Table shall not apply  to the Company but the regulation below shall replace and be applicable to the Company:

 

“Unless otherwise determined by special resolution, the number of directors shall not be subject to any maximum but shall be at least four.”

 

  1. Regulation 67 of the Standard Table shall not apply to the Company but the regulation below shall replace and be applicable to the company:

 

“The first Directors shall be the persons appointed to the Board of the Company as specified in the Schedule to these Articles.  The first Directors shall retire from office by no later than the date specified for their retirement (if any) in the Schedule, but are then, subject to these Articles, eligible for re-appointment. Future Directors shall be appointed as provided in the Articles.”

  1. In Regulation 70, the words, “Subject as aforesaid, the” shall be deleted and replaced with “The”.

 

  1. Regulation 80 of the Standard Table shall not apply to the Company but the regulation below shall replace and be applicable to the Company:

 

“The quorum for the transaction of business of the directors may be fixed by the directors and unless so fixed at any other number shall be three.”

 

  1. Regulation 82 of the Standard Table shall apply, but the following shall be applicable to the Company and inserted after the first sentence of Regulation 82:

 

“The directors may not appoint a Chairman without the permission in writing of the Minister for Treasury and Resources.”

 

 

 

 

 

 

-----------------------------------


Schedule – first directors (as referred to in article 67)

Name

Date of retirement under Article 67

Charles Clarke

31st October 2016

Mike Collett

31st October 2016

Margaret Llewellyn OBE

31st October 2016

John Mills CBE

31st October 2016

Allan Smith MBE

31st October 2016

Frank Walker OBE

31st October 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

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