Minutes:
The Director of Economic Development reminded the Members that, at their meeting on 4th March, they had requested that a report be circulated covering the issues which had been discussed at the BWUH Governance Workshop in December 2020 and that a legal opinion be sought as to whether the governance operating model for BWUH Ltd. could be changed; specifically, how a mutual agreement would work and if Elected Members of the Council could be appointed directly to the Board of Directors.
The Director subsequently provided background information on the management of the Waterfront Hall by the Council, and explained that, in order to secure ERDF grant funding to expand the economic impact of the venue, it was considered necessary to review the business operations of the Waterfront Hall. He outlined the various operating models that had been reviewed in order to deliver on the targets within the Letter of Offer from the then NI Tourist Board, and confirmed that the Council’s Strategic Policy and Resources Committee had agreed in September, 2014, that two options should be examined further in order to determine the best governance arrangements. These were an arm’s length trading company and enhanced in-house options.
The Members of the Committee were advised that, following study visits to review similar models, a recommendation was made to and agreed by the Council, that an arm’s length company was the most likely option to be able to deliver the required outcomes and outputs. The Director added that it had been agreed that the Council’s oversight should be via a Shareholder Committee and not Member Director given the onerous nature of a Director’s role in that they would be required to have both extensive commercial knowledge and experience, as well as be prepared to accept legal liability risks.
In terms of the legal opinion, the Members were advised that the advice stated that current governance arrangements could not be reviewed as the Council, in April 2016, had entered into a 10 year contract with the company to run and manage the venues, and any breach of this contract could result in litigation. In addition, the Committee was advised that the Letter of Offer with Tourism NI was still active and so any change to the governance model would also require their agreement so as to avoid the risk of a funding clawback. He also confirmed that this legal opinion had been sought as a result of the request made by the Committee in March, 2021.
A Member questioned whether the requirements within the Letter of Offer in terms of delegate and conference numbers had been met by the 2020 deadline, and whether it would be possible to amend the current contract if all parties were in agreement. He also questioned what engagement had taken place with ACC Liverpool about their experience of having Member Directors.
The Director of Economic Development confirmed that all of the targets had been achieved and were subject to audit by the manging authority, the Department for the Economy, as well as a further 10 years of monitoring against ongoing targets agreed to alongside Tourism NI. With regards to engagement with ACC Liverpool, the Members were advised that a number of operating models had been reviewed in detail by RSM and this had formed the foundation of the recommendation to Council.
He added that the key consideration with regards to any change in governance arrangements would be the agreement by the Council, Tourism NI and the current Board of the Waterfront Hall. The Members were reminded that the Council had previously opted for a Shareholder Committee rather than Member Director given that they could be made personally liable for issues such as financial loss or health and safety breaches.
Following further discussion, it was suggested that any further queries regarding the governance arrangements could be raised directly with the Director of Economic Development.
The Members of the Committee subsequently recommended that, in accordance with the Council decision of 4th May, the Chief Executive exercise her delegated authority to note the detail provided relating to the background to the establishment of BWUH Ltd., and note the legal advice received from Belfast City Council on this matter.