Hampshire County Council

Executive Member for Policy and Resources Item 13

14 July 2005

Sir Harold Hillier Gardens - Review of Governance Arrangements

Report by the Director of Property, Business and Regulatory Services

1

Summary

1.1

The following decisions are sought:

That approval be given to:

(i) the appointment of Hady Wakefield as Chairman of the Sir Harold Hillier Gardens Management Committee until the Annual Meeting of the County Council following the elections in May 2009;

(ii) the appointment of Lord Sainsbury of Preston Candover as Patron of Sir Harold Hillier Gardens for a period of two years;

(iii) the Director of Property Business and Regulatory Services to undertake a review of the existing governance arrangements of Sir Harold Hillier Gardens in consultation with the Management Committee on the basis set out in this report; and

(iv) the Chief Executive to open discussions with the Charity Commission in respect of making an application for a Scheme under Section 16 Charities Act 1993.

2

Reason(s)

2.1

To review existing governance arrangements of Sir Harold Hillier Gardens.

2.2

This decision supports Aim 5 of the Corporate Strategy by improving and updating arrangements associated with the Council's role as Sole Trustee to Sir Harold Hillier Gardens.

3

Other options considered and rejected

3.1

None.

4

Conflicts of interest declared by the decision-maker or other Executive Member consulted

4.1

Not applicable

5

Dispensation granted by the Standards Committee

5.1

Not applicable

6

Reason(s) for the matter being dealt with if urgent

6.1

Not applicable

Approved by:

..........................

Date of decision:

.........................

Councillor T K Thornber

Hampshire County Council

Executive Member for Policy and Resources Item

14 July 2005

Sir Harold Hillier Gardens - Review of Governance Arrangements

Report by the Director of Property, Business and Regulatory Services

How the conclusion in this report fits with the Corporate Strategy

This scheme will impact on the delivery of the following Corporate Aims

Aim 5 - improving services.

1

Summary

1.1

This report seeks approval to:

1. the appointment of Mr Hady Wakefield as Chairman of the Sir Harold Hillier Gardens Management Committee;

2. to the appointment of Lord Sainsbury of Preston Candover as Patron of Sir Harold Hillier Gardens; and

3. to undertake a review of the existing governance arrangements of Sir Harold Hillier Gardens in consultation with the Management Committee and to open discussions with the Charity Commission in respect of making an application for a Scheme under Section 16 Charities Act 1993.

2.

Appointment of Chairman

2.1

The County Council at its meeting on 16 May 2005 delegated the decision to appoint a new Chairman for the Sir Harold Hillier Gardens Management Committee to the Executive Member for Policy and Resources. The previous incumbent had been in office for some 16 years. Following consultation and a number of discussions and meetings it is proposed to appoint Mr Hady Wakefield as Chairman.

2.2

Mr Wakefield has lived in Hampshire for many years and has an established and significant business background. He is very keen to accept this role and will make a positive contribution to the Gardens. He is also aware of the need to change the governance arrangements and will support the County Council through that process in the coming months. It is therefore recommended that Mr Wakefield be appointed Chairman of the Management Committee until the Annual meeting of the County Council following the election in May 2009.

3

Nomination of Patron

3.1

The introduction of a Patrons Scheme was agreed by the Executive Member for Policy and Resources on 10 June 2004. At that time it was agreed to consider nominations based on one or more of the following categories:

· Donors of significant sums of money

· Individuals who have provided outstanding advice, guidance or expertise over a long period

· Individuals who through influence, dedication or leadership have made a major contribution to the successful development of the Gardens

· Others who deserved to be recognised for their outstanding personal contribution.

3.2

It is not anticipated that the role of Patron should be time consuming for individuals. Patrons would provide an ambassadorial role for the Gardens, attending a limited number of key events at the Gardens. Patrons would also be encouraged to help with networking on a range of issues and initiatives.

3.3

It is proposed that Lord Sainsbury of Preston Candover be appointed Patron for the Gardens. Lord Sainsbury, who lives in Hampshire, has been involved with the Gardens for many years. He was a member of the Management Committee during the 1990s, made a significant financial contribution to the Visitor Pavilion and was actively involved in its development. He has continued to maintain an active interest in the Gardens, providing sound advice on a number of issues.

3.4

Lord Sainsbury has indicated that should this nomination be accepted that his period of office be time limited to 2 years. This seems appropriate and is supported. It is also proposed that only one Patron be appointed at any one time.

4.

Review of Governance Arrangements

4.1

The original Trust Deed for the Gardens was adopted in September 1977 when Hampshire County Council became responsible for the Gardens. The Trust Deed has not been reviewed or amended since that date. The Gardens was selected earlier this year for a review visit by the Charity Commission for England and Wales. A review visit is one of the methods used by the Charity Commission to promote effective uses of charitable resources. The review visit was conducted by the Charity Commission at the end of May 2005. It considered all aspects of the charity's management and administration. The review noted a number of areas of good practice by the charity, not least the commitment to maintaining the reputation of the charity and demonstrating excellence in the technical standards of the operation of the gardens and its educational work. The review also noted that the charity proposed giving consideration to a revision of the original Trust Deed. The Charity Commission recommended the charity to pursue its proposed revision to the Trust Deed and in particular to address the charitable objects and administrative provisions. Following this recommendation and the appointment of a new Chairman of the Management Committee, it is considered timely to review the governance of Sir Harold Hillier Gardens.

4.2

It is suggested that the review of the governance to include:-

· a review of the charitable objectives of Sir Harold Hillier Gardens;

· a review of the name, role and composition of the Management Committee, including consideration to drafting formal terms of reference to clarify the reporting responsibilities of the Management Committee and Advisory Panel and the decision making responsibility of the County Council as sole trustee;

· a review of the governance risks to which the charity is exposed and the drafting of a suitable risk policy to reflect the risks;

· a review of the procedures for the management of any conflict of interest arising in the administration of the charity by the County Council as sole trustee;

· consideration of an Executive Board and its composition including formal terms of reference for any future Executive Board and/or Management Committee; and

· the inclusion of a power of amendment within the Trust Deed enabling future changes to be made to the Trust Deed without the requirement to make a formal application to the Charity Commission.

4.3

The original Trust Deed of 1977 includes no amendment provision. The means by which any amendments to the governance should be effected involves a formal application to the Charity Commission for a `Scheme' under section 16 of the Charities Act 1993. A `Scheme' is a legal document made by the Charity Commission to change the aspect of the charity's purpose or administrative provisions. The Charity Commission is responsible for making the Scheme and its content.

4.4

The process involved in effecting any change to the Trust Deed is unfortunately a lengthy one. Following this meeting, the governance of the charity shall be reviewed in consultation with the Management Committee and thereafter a broad outline of the amendments to the governance will be agreed with the Charity Commission. Once the broad outlines have been agreed, the Charity Commission shall invite the Council to apply formally for a Scheme. The Charity Commission will then prepare a detailed draft of the Scheme and seek comments and approval from the Council. This would be followed by a consultation period. Subject to no further changes following the consultation period it will be a further three months before the new Scheme could come into force. This is likely to be the early part of 2006.

4.5

In the meantime it is proposed to introduce interim governance arrangements whereby the Leader, the Chairman and a senior member of Sir Harold Hillier Gardens Management Committee, and Director of Property, Business and Regulatory Services would meet to develop the new arrangements and any other key issues for the Gardens. It is likely that these individuals would form any new Executive Board once the review of the governance concluded.

Recommendation(s)

That:

1

Mr Hady Wakefield be appointed Chairman of the Sir Harold Hillier Gardens Management Committee until the Annual Meeting of the County Council following the elections in May 2009;

2

Lord Sainsbury be appointed Patron of Sir Harold Hillier Gardens for a period of two years;

3

the Director of Property Business and Regulatory Services be authorised to undertake a review of the existing governance arrangements of Sir Harold Hillier Gardens in consultation with the Management Committee on the basis set out in this report; and

4

that the Chief Executive be authorised to open discussions with the Charity Commission in respect of making an application for a Scheme under Section 16 Charities Act 1993 and that a further report be provided in due course.