Non-legislative model served its purpose

1
PUBLIC BODIES BILL

• Non-legislative model served its purpose
• PB Bill enables statutory transfer
• Not an assignment or novation a statutory
  substitution
• Clean and simple
• Tax neutral (except VAT)
• Transfer schemes
• Transitional and consequential amendment of
  legislation
• Charity Commission will be day to day regulator
  of NWC

2
PROPERTY ENDOWMENT

• Investment property to be transferred to
  commercial subsidiary
• Tax neutrality in transfer
• Commercial subsidiary a Community Interest
  Company
• CIC not subject to charity law but vehicle for
  social enterprise
• CIC required to have a community benefit purpose
• Asset Lock provides any distribution by CIC
  must go to a charity or other CIC
• Endowment assets to follow waterways - non
  charitable trust or company law provisions

3
Statutory Functions
Operational real property waterways and
associated buildings of heritage merit
NWC
Plant and moveable property
TUPE
Employees
TUPE
CIC Subsidiary
Endowment property non-heritage operational
offices
4
NEW WATERWAYS CHARITY
National Stakeholder Constituencies
Council
Board of Trustees
Nominations Committee
Executive Directors
Technical Advisory Committees
Local Waterways
National functions
Local communities Local interest groups Local
user groups Local government Civic societies
etc.
Waterway
Local Board
Function
Waterway
Local Board
Function
Waterway
Local Board
Function

• Commercial Trading Subsidiary
• (CIC)

Waterway
Local Board
Function
Waterway
Local Board
Etc
Etc
Local Board
Charitable envelope
5
BOARD OF TRUSTEES

• Function
• Principal Governing Body trustees of the
  Charity. Ultimate responsibility for all that
  the Charity does with general control and
  management of administration.
• Powers
• Appoints Executive determines policy strategy
  appoints local Waterway Partnership Boards
  approves business plans.
• Form
• 10 8-12 individuals, normally serving 2 terms
  of 3 years retirement by rotation.
• Pre qualification as candidates by Nominations
  Committee on merit by reference to competency and
  experience. No requirement to be a member of
  Council.
• Appointment by Council - from proposed slate /
  competitive election?
• Must exercise independent judgement not act in
  representative capacity
• Normally unremunerated (expenses refunded).
• Chairman appointed by Trustees from amongst their
  number ratified by Council

6
THE COUNCIL

• Function
• To appoint (as an electoral college), and hold
  accountable, the Board of Trustees. Monitor
  fulfilment by Charity of its charitable purposes.
• Powers
• Appoint trustees from candidates proposed by
  Nominations Committee.
• Dismiss Trustee Board as a whole by special
  resolution (75 majority).
• Through Scrutiny Committees monitors performance
  of Charity, reporting to general meetings.
• Helps shape policy development by
• debating important points of strategy or
  principle to provide guidance and perspective to
  Board of Trustees
• raising issues of concern for Board of Trustees
  to pursue
• reference point and sounding board to help Board
  of Trustees to develop proposals and policies
• Appoint auditors other company law
  shareholder powers.

7
THE COUNCIL

• Form
• Meets bi-annually (scrutiny committees
  additionally meet tri-annually).
• 30-50 individuals
• Ex- Officio members LB chairs (11/13 from EW)
• 20-30 or so members nominated by stakeholder
  bodies from generic stakeholder constituencies
• 3 to 5 co-options selected by Nominations
  Committee
• Four (?) year renewable terms
• Chaired by Chairman of Trustees

8
STAKEHOLDER CONSTITUENCIES
Constituency No. Council Members

1. Private boating 4-6
2. Other water users sailors, canoeists, anglers,
   rowers 2-3
3. Users of towpath cyclists, walkers, horse
   riders 2-3
4. Boating business 3-4
5. Built heritage 2-3
6. Environment/conservation 2-3
7. Local government 2-4
8. Other statutory users 2-3
9. Local Board Chairs 11-13
10. Employees 3-3
11. Co-options 3-5
12. TOTAL 36-50

9
NOMINATIONS COMMITTEE

• Joint Committee of Council and Trustee Board
• Two members from each plus Chairman
• Chairman of Committee
• Chair of Trustee Board, or
• Independent Chair appointed by Council

10
LOCAL BOARDS

• Essential part of Governments plans for
• localisation
• Each waterway unit will have its own Board
• (8 10 people)
• Wales will have its own all Wales Board
• Made up of local people who will hold local
• management to account and oversee work of
• NWC at local level
• Advisory only but hugely influential
• Chairs of Boards will sit on NWC Council
• Meets six times a year

11
TRANSITIONAL ARRANGEMENTS

• Minister will make initial appointments to
  Council and Trustees
• Defra will appoint an Advisory Panel to assist
  with appointments
• Once up and running the Council and Trustees will
  create a nominations committee to make future
  appointments

12
TIMESCALES

• Late 2010 cause finalised
• Early 2011 head of fundraising recruited
• Early 2011 name selected. Brand work
• begins
• Early 2011 Government consultation first
• phase (NWC shape / governance
• arrangements)
• April 2011 shadow Board in place
• Autumn 2011 Government consultation second
• phase (Transfer Order)
• April 2012 Go live