PUBLIC BODIES BILL Nonlegislative model served its purpose

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

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

Statutory Functions Operational real property – waterways and associated buildings of heritage merit NWC Plant and moveable property TUPE Employees TUPE Endowment property [& non -heritage operational offices] CIC Subsidiary

NEW WATERWAYS CHARITY National Stakeholder Constituencies Council Board of Trustees Nominations Committee Technical Advisory Committees Executive Directors National functions Local Waterways Function Commercial Trading Subsidiary (CIC) Function Etc Charitable ‘envelope’ Waterway Local Board Waterway Local Board Etc Local Board Local communities; Local interest groups; Local user groups; Local government; Civic societies; etc.

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

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 Ø debating important points of strategy or principle to provide guidance and perspective to Board of Trustees Ø raising issues of concern for Board of Trustees to pursue Ø reference point and sounding board to help Board of Trustees to develop proposals and policies • Appoint auditors & other company law ‘shareholder’ powers.

THE COUNCIL Form • Meets bi-annually (scrutiny committees additionally meet tri-annually). • 30 -50 individuals • Ex- Officio members – LB chairs (11/13 from E&W) • 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

STAKEHOLDER CONSTITUENCIES Constituency No. Council Members 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Private boating Other water users – sailors, canoeists, anglers, rowers Users of towpath – cyclists, walkers, horse riders Boating business Built heritage Environment/conservation Local government Other statutory users Local Board Chairs Employees Co-options 4 -6 2 -3 3 -4 2 -3 2 -4 2 -3 11 -13 3 -5 12. TOTAL 36 -50

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

LOCAL BOARDS • Essential part of Government’s 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

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

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