1.  Brian Simpson (Chief Executive WPH)

2.  Patrick McCarthy (Company Secretary WPH)

3.  Maggie Sparks (Interim Chairman WPH)

4.  Councillor Bill Duffey

5.  Councillor Karen Hayes

6.  Councillor Ian Lewis

7.  Councillor Steve Foulkes (key witness)

  or in his place Councillor Phil Davies

8.  Councillor George Davies (Cabinet Member for Housing and Community Safety)

The Chair welcomed each of the witnesses to the meeting and thanked them for their attendance.

It was moved by Councillor Taylor and seconded by Councillor Salter –

“That each of the witnesses be allowed to make a brief statement to the Committee prior to answering questions from members”

The motion was carried (4:3), Councillors Doyle, McLachlan, Salter and Taylor voting in favour; and Councillors Blakeley, Fraser and Pritchard voting against.

Brian Simpson (Chief Executive – Wirral Partnership Homes)

Mr Simpson indicated that he was somewhat perturbed at the way the issue had had been portrayed and he confirmed the desire of Wirral Partnership Homes (WPH) to work in partnership with the Council. However, there had been five meetings of the WPH Board that had been inquorate, largely because of a failure to attend by Council nominees. Clearly, the issue of inquorate meetings had to be addressed in order for the company to be able to function effectively, and in May 2008 he had written to the Council’s Chief Executive in order to work together to explore ways of improving attendance at Board meetings. He referred to regular liaison meetings held with Council officers and commented that initiatives proposed included more frequent briefings for Board members and increased co-operation in setting meeting dates to avoid clashes of the Board with meetings of the full Council. He recognised the difficulties members had in attending meetings, given the considerable number of meetings in the Council diary, but was happy to co-operate in order to encourage attendance.

Councillor Blakeley referred to the difficulties faced by members of the Council in attending meetings, and indicated that there were frequent clashes in membership. In response to a question from Councillor Blakeley, Mr Simpson indicated that the motion to the AGM could not be changed, although he conceded that it could fall, if members of the Board voted against it.

Councillor Blakeley requested an explanation of the origin of the company name – Wirral Partnership Homes, and he requested further information in relation to liaison meetings previously referred to. Mr Simpson indicated that the name was intended to convey the partnership that existed between the company, its residents and the Council. He stated that quarterly liaison meetings were held with officers from the Regeneration Department, at which notes were taken, and he suggested that this was an example of partnership working with the local authority.

Councillor Blakeley requested details in relation to the availability, for public scrutiny, of agendas and minutes of the WPH Board. He referred also to the potential for excluding Council nominated Directors. In response, Mr Simpson confirmed that the agendas and minutes of WPH Board meetings were not published and that there was nothing in the proposal to the AGM that would exclude any group represented on the Board.

In response to a question from Councillor McLachlan in relation to the reasons for non-attendance at Board meetings, Mr Simpson referred to the pressures on elected members, given the number of meetings in the Council diary. WPH meetings were arranged in October for the following calendar year and were shared in advance with all Directors – there were 6 Board meetings, which dealt with strategic issues; and 6 Operational Committees, which dealt with day to day matters. The Operational Committees reported to the Board, and as there were now fewer Board meetings, it was essential for it to be quorate, so as to enable day to day matters to proceed.

Patrick McCarthy (Company Secretary – Wirral Partnership Homes)

In response to a question from Councillor Blakeley, Mr McCarthy outlined his role as Company Secretary at meetings of the AGM. As to whether the Board would be prepared to maintain the status quo in relation to meetings and consider an alternative proposal to ensure a quorum, he stated that all of the proposals that had been presented to the Board for consideration had been clearly explained by the company’s lawyers. The decision to accept or reject the proposals would be a matter for those members present at the AGM.

Maggie Sparks (Interim Chairman – Wirral Partnership Homes)

In response to questions from Councillor Blakeley, Ms Sparks indicated that she had been a Director of WPH since the formation of the shadow board and she outlined the circumstances of her twice being Chair. As to the rate of turnover of Company Directors, she commented that there were at present only two serving members that had been on the shadow board and that since that time the rate of turnover of Company Directors had been substantial. She commented that changes in membership had led to difficulties in relation to continuity. However, all Board members had an equal opportunity for input at meetings, if they were in attendance.

Councillor Bill Duffey

Councillor Duffey indicated that he had been a Board member of WPH since 2006 and commented that in his view, it was essential for public accountability that there was continued Council representation.

In response to a question from Councillor Blakeley as to why he did not object when the proposal was first considered by the Board, he stated that the meeting had a particularly lengthy agenda and he did not fully recollect the debate. As soon as the implication of the proposal had been brought to his attention he had made known his objection to it, and had been pleased to add his name to the call-in.

As to why he had been absent at Board meetings which were inquorate, he believed that he had been at other committee meetings, and that it was not always possible to arrange deputies. He stated that it would have been unusual for none of the Council appointed Directors to be present at Board meetings and he believed that improved liaison between WPH and the Council’s Committee section would lead to fewer clashes of key meetings and therefore improve attendance of Council nominated Directors at Board meetings.

In response to a further question from Councillor McLachlan, Councillor Duffey accepted that the proposal by WPH would not preclude attendance by Council nominated Directors.

Councillor Karen Hayes

In response to a question from Councillor Blakeley, Councillor Hayes commented that she had been a Board member of WPH since November 2007. When the change to the constitution had been first considered by the Board, she had misunderstood its implications and had not objected to it at that time. The meeting in question was a very long meeting with a large agenda. She indicated that the company’s Chief Executive was now trying to overcome difficulties faced by members of the Council, and she commented upon the importance of Council representatives being present at Board meetings, wherever possible.

Councillor McLachlan asked Councillor Hayes at what point she had realised that she had misinterpreted the proposal and whether she subsequently brought her concerns to the attention of the Leader of the Conservative Group, prior to the meeting of the Cabinet on 4 September. It was at that meeting that with the permission of the Chair, the Leader of the Conservative Group had indicated that Wirral Partnership Homes should be requested to avoid meetings of the full Council when setting their meeting dates. The minutes indicated that no concern had been expressed in relation to attendance of Council Directors. In response, Councillor Hayes stated that she discussed her concern with Councillor Duffey but did not recall at what point she realised the true implications of the WPH proposal.

Councillor Ian Lewis

Councillor Lewis indicated that he had previously been a shadow board member and that his membership had continued until 2004, when he lost his seat on the Council. He also served briefly on the Board in 2007. In response to a question from Councillor Blakeley, he expressed his surprise that the Council would allow important decisions to be taken by the Board without an assurance that elected member representatives would be present. He would also have had similar concerns if tenants’ representatives were also not present.

Councillor Phil Davies (attending in place of Councillor Steve Foulkes)

Councillor Blakeley commented upon a decision of the Cabinet on 16 May 2007 (minute 7 refers) which stated that the Council's representation on the WPH Board should be limited to elected members or, where provided for in the Board's constitution, Council officers. He expressed his surprise that the Cabinet was now prepared to allow decisions to be taken by the Board of WPH without any assurance that an elected member of the Council would be present. In relation to the WPH proposal, Councillor Davies indicated that the Cabinet saw it as a pragmatic response and considered it to be a reasonable approach in order for the company to effectively conduct its business. He commented that the Leader of the Conservative Group had only expressed a concern that Board meetings should avoid meetings of the full Council. Councillor Davies expressed the view that the proposal did not constitute a diminution of input by Council nominated Directors and that elected members were free to attend Board meetings as they always had been.

Councillor Fraser commented that she had been a member of the Board in 2004, at the same time as Councillor Lewis. At the time, she was not a member of the Council, and questioned Councillor Davies as to why the same objection to Councillor Lewis in 2007 had not been made against her in 2004. In response, Councillor Davies declined to personalise the debate.

Councillor George Davies (Cabinet Member for Housing and Community Safety)

As he had not been present at the start of the meeting, Councillor Blakeley asked Councillor Davies whether he wished to declare a personal or prejudicial interest. Councillor Davies declined to do so. Councillor Blakeley asked Councillor Davies whether he had accepted hospitality from WPH at the Institute of Housing Conference in Harrogate, in June 2008 and, if so, whether this had been declared in the Gifts and Hospitality Register maintained by the Director of Law, HR and Asset Management. Councillor Blakeley indicated to Councillor Davies that he had checked the register earlier in the day and no such entry had been made. Councillor Davies confirmed that he had accepted hospitality and had requested the Director of Regeneration to make a record of it.

Councillor Blakeley requested that the meeting be adjourned in order to ascertain whether those members who had accepted hospitality from WPH at the Institute of Housing Conference had declared it in the Gifts and Hospitality Register. The Chair commented that members were able to undertake such research outside of the meeting and declined to adjourn the proceedings.