• 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

PUBLIC BODIES BILL

• 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

PROPERTY ENDOWMENT

Operational real property – waterways and associated buildings of heritage merit

Plant and moveable property

Employees

Endowment property [& non-heritage operational offices]

NWC

CIC Subsidiary

TUPE

TUPE

Statutory Functions

Council

Board of Trustees

Executive Directors

Nominations Committee

National Stakeholder

Constituencies

National functions Local Waterways

Waterway

Waterway

Waterway

Function

Function

Etc

NEW WATERWAYS CHARITY

Charitable ‘envelope’

Function

Function

Etc

Waterway

Waterway

Local Board

Commercial Trading

Subsidiary(CIC)

Local Board

Local Board

Local Board

Local Board

Local Board

Local communities;

Local interest groups;

Local user groups;

Local government;

Civic societies; etc.

Technical AdvisoryCommittees

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

BOARD OF TRUSTEES

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 debating important points of strategy or principle to provide guidance and

perspective to Board of Trustees raising issues of concern for Board of Trustees to pursue 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

THE COUNCIL

STAKEHOLDER CONSTITUENCIES

1. Private boating 4-62. Other water users – sailors, canoeists, anglers, rowers 2-33. Users of towpath – cyclists, walkers, horse riders 2-34. Boating business 3-45. Built heritage 2-36. Environment/conservation 2-37. Local government 2-48. Other statutory users 2-39. Local Board Chairs 11-1310. Employees 3-311. Co-options 3-5

12. TOTAL 36-50

Constituency No. Council Members

• Joint Committee of Council and Trustee Board

• Two members from each plus Chairman

• Chairman of Committee

Chair of Trustee Board, or

Independent Chair appointed by Council

NOMINATIONS COMMITTEE

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