This report follows the decision made by Shareholder Board on 25 March 2022 to note and endorse the decision of Adult Social Care and Public Health Committee made on 3 March 2022 to restore the delivery of services supporting adults with a learning disability to an in-house provision by the Council.  It seeks approval to appoint selected senior Council officers to serve as non-executive directors on the board of Wirral Evolutions Limited to support and facilitate the transition of services to in-house provision by the Council.

The Wirral Plan 2021 - 2026 sets out the Council’s vision to secure the best possible future for the Council’s residents and covers the following five themes:

· A thriving and inclusive economy, creating jobs and opportunities for all;

· A clean-energy, sustainable, borough, leading the way in tackling the environment crisis;

· Brighter futures for all regardless of their background;

· Safe and pleasant communities that our residents are proud of; and

· Healthy and active lives for all, with the right care, at the right time.

This report aligns with the themes of brighter futures for all regardless of their background; safe and pleasant communities that our residents are proud of and healthy and active lives for all, with the right care, at the right time.

Resolved – That

(1)  the Head of Legal services approved that the following council officers be appointed as Directors of Wirral Evolutions Limited with immediate effect and that notification of the appointments be made to the Registrar of Companies as soon as reasonably practicable:

·  Shaer Halewood, Director of Resources (S151 Officer);

·  Graham Robert Hodkinson, Director of Adults, Health and Strategic Commissioning; and

·  Robert Jason Oxley, Assistant Director (Care & Health Commissioning); and

(2)  suitable Directors’ and Officers’ Liability Insurance be effected in the event that the policy currently offered by the Company lapses or fails for any reason.

On 3 March 2022 Adult Social Care and Public Health Committee resolved that ‘the transition of services currently delivered by Wirral Evolutions Limited to an in-house model of delivery by the Council be approved starting as soon as reasonably practicable with the intention that those services will be fully transferred back within six months of the 1 April 2022’.  This decision was noted and endorsed by Shareholder Board on 25 March 2022.

The recommendations within this report (if approved) will facilitate the transfer of the Wirral Evolution’s Limited’s (the Company’s) undertaking and ensure continuity of service to service users. The appointment of additional directors is important to enable necessary actions to effectively transfer the undertaking of the Company to the Council by 1 November 2022 including:

·   contract and lease terminations,

·   the transfer to the Council of all relevant supply and service contracts entered into by the Company,

·  the transfer of all Company Employees to the Council in accordance with the Transfer or Undertakings (Protection of Employment) Regulations 2006,

·  that the transfer of software licences and all other intellectual properties (including the trading style ‘Wirral Evolutions’) are effectively discharged within the projected timescale of six months from 1 April 2022.

The Board of the Company currently comprises three directors. The Managing Director who is an employee of the Company is the only executive director.  The remaining two directors are not employees of the Company and serve in a non-executive capacity.

The appointment of further non-executive directors with relevant experience and skill sets will provide appropriate strategic direction to the Company and support transition activities.

Maintaining the current number of directors is an option.  However, this would not provide the required support to the Company and its Managing Director in transition activities.

Appointing additional external directors is an option. It is not proposed as the transition period is short and external directors would not have the necessary and experience and skill sets to effectively support the transition of services to an in-house provision by the Council.