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Aged Care Asset Divestment Committee Agenda 21 January 2020

Minutes

AGED CARE ASSET DIVESTMENT COMMITTEE

25 February 2020

By signing these minutes I certify that they were confirmed at the Aged Care Asset Divestment Committee meeting held on ___________________.

_________________________________ CR SALLY PALMER

CHAIRPERSON

Aged Care Asset Divestment Committee Minutes 25 February 2020

TABLE OF CONTENTS

ITEM SUBJECT PAGE NO

ELECTION OF CHAIRPERSON 3

ELECTION OF DEPUTY CHAIRPERSON 3

1. OFFICIAL OPENING 3

2. ACKNOWLEDGEMENT OF COUNTRY 3

3. ATTENDANCE 3

3.1 Apologies 4

3.2 Approved Leave of Absence 4

4. DISCLOSURE OF INTEREST SUMMARY 4

5. DELEGATED AUTHORITY BY COUNCIL 4

6. TERMS OF REFERENCE 4

7. CONFIRMATION OF MINUTES 5

8. REPORTS 6

8.1 Terms of Reference - Aged Care Asset Divestment Committee 6

9. PREVIOUS MATTERS DEALT WITH NOT ON THE AGENDA 11

10. GENERAL BUSINESS 11

11. CONFIDENTIAL ITEMS 12

11.1 Aged Care Asset Divestment Update 12

12. NEXT MEETING 13

13. CLOSURE 13


MINUTES MINUTES of the meeting of the Aged Care Divestment Committee which was held in the Committee Room, City of Bayswater Civic Centre, 61 Broun Avenue, Morley on Tuesday, 25 February 2020.

Committee Recommendations to Council are subject to adoption, or otherwise, at the following Ordinary Meeting of Council, as recorded in Minutes of that Council Meeting.

ELECTION OF CHAIRPERSON

In accordance with section 5.12 of the Local Government Act 1995 the members of the Committee are to elect a chairperson (presiding member) from amongst themselves.

Cr Dan Bull, Mayor, called for nominations. Cr Sally Palmer nominated Cr Giorgia Johnson, however she declined. Cr Dan Bull, Mayor, then nominated Cr Sally Palmer. Cr Sally Palmer was declared elected.

ELECTION OF DEPUTY CHAIRPERSON

In accordance with section 5.12 of the Local Government Act 1995 the members of the Committee may elect a deputy chairperson (presiding member) from amongst themselves.

Cr Dan Bull, Mayor, called for nominations. Cr Sally Palmer nominated Cr Giorgia Johnson. Cr Giorgia Johnson was declared elected.

1. OFFICIAL OPENING

The Chairperson, Cr Sally Palmer, declared the meeting open at 4:00pm.

2. ACKNOWLEDGEMENT OF COUNTRY

The Chairperson, Cr Sally Palmer, acknowledged the Traditional Custodians of the land, the Whadjuk people of the Noongar nation, and paid respects to Elders past, present and emerging.

3. ATTENDANCE

Members Cr Dan Bull, Mayor Cr Sally Palmer Cr Giorgia Johnson Officers Mr Andrew Brien Chief Executive Officer Mr David Nicholson Director Corporate and Strategy Mr Kelley Ambrose Manager Governance Ms Carol Newport PA/Director Corporate and Strategy


Observers Nil.

3.1 Apologies

Ms Linnet Solomons Manager Financial Services

3.2 Approved Leave of Absence

Nil.

4. DISCLOSURE OF INTEREST SUMMARY

Nil.

5. DELEGATED AUTHORITY BY COUNCIL

There were no items appearing in these minutes for which the Aged Care Asset Divestment Committee had been granted delegated authority by Council in accordance with section 5.23(1)(b) of the Local Government Act 1995; this meeting was closed to the Public.

6. TERMS OF REFERENCE

TERMS OF REFERENCE Aged Care Asset Divestment Committee

Purpose: To review and monitor all actions in relation to the divestment of Aged Care Assets as outlined in the proposed confidential Memorandum of Understanding and to make recommendations to Council on any actions required to progress the divestment of aged care assets.

Membership: Membership of the Committee comprises :

3 x City of Bayswater representatives; and

Chief Executive Officer; and

Director Corporate and Strategy

In accordance with section 5.11A of the Local Government Act 1995, all other Councillors are appointed as Deputy Members of the Aged Care Governance Committee for the term 31 October 2017 to 12 October 2019 in the following order:

If a Member is unable to attend a meeting, the order of appointment of the Deputy at that meeting will be based on:

i) Councillor of the same Ward as the Member of the Committee; and

ii) Length of service

Meetings: Committee meetings are to be in accordance with the City of Bayswater Standing Orders Local law.

The Chairperson is responsible for the proper conduct of the Committee.

The Committee has no delegated power or duty to implement its recommendations without approval of Council.

Meeting Frequency: Monthly or as required.

Meeting Date and Time: When suitable.

Location: City of Bayswater Civic Centre.

Liaison Officer: Director Corporate and Strategy or nominated officer.


7. CONFIRMATION OF MINUTES

As this was the inaugural meeting of the Aged Care Asset Divestment Committee, there were no minutes to confirm.


8. REPORTS

8.1 Terms of Reference - Aged Care Asset Divestment Committee

Responsible Branch: Governance

Responsible Directorate: Corporate and Strategy

Authority/Discretion: ☐ Advocacy

☐ Executive/Strategic

☒ Legislative

☐ Review

☐ Quasi-Judicial

☐ Information Purposes

Voting Requirement: Simple Majority Required.

Attachments: 1. Current Terms of Reference 2. Current Terms of Reference with proposed changes 3. Proposed new Terms of Reference

Refer: Terms of Reference

SUMMARY

The Aged Care Asset Divestment Committee’s current Terms of Reference were drafted in light of an anticipated future ownership transaction and included date parameters that have since expired. The updated Terms of Reference addresses this restricted scope. COMMITTEE/OFFICER'S RECOMMENDATION TO COUNCIL

Council adopts the updated Aged Care Asset Divestment Committee's Terms of Reference (Attachment 3). CR GIORGIA JOHNSON MOVED, CR DAN BULL, MAYOR SECONDED

CARRIED UNANIMOUSLY: 3/0

BACKGROUND

The Aged Care Asset Divestment Committee was formed to manage the process of divestment of the City’s Aged Care Assets. To guide the Committee, Terms of Reference were developed (Attachment 1), but these have since become out-of-date. Accordingly an updated version has been drafted with marked changes (Attachment 2) and the unmarked (proposed) version is attached (Attachment 3) for Council's consideration. EXTERNAL CONSULTATION

No consultation has occurred with the public or other agencies on this matter. OFFICER'S COMMENTS

The Draft Aged Care Asset Divestment Committee Terms of Reference build upon the existing Terms of Reference and ensure they remain relevant and contemporary.

LEGISLATIVE COMPLIANCE

Section 5.8 of the Local Government Act 1995. OPTIONS

In accordance with the City’s Risk Management Framework, the following options have been assessed against the City’s adopted risk tolerance. Comments are provided against each of the risk categories.


Option 1 Council endorses the updated Aged Care Asset Divestment Committee's Terms of Reference.

Risk Category Adopted Risk Appetite Risk Assessment Outcome

Strategic Direction Moderate Moderate

Reputation Low Low

Governance Low Low

Community and Stakeholder Moderate Low

Financial Management Low Low

Environmental Responsibility Low N/A

Service Delivery Low Low

Organisational Health and Safety Low N/A

Conclusion The update to the Terms of Reference is to ensure these are relevant and contemporary.

Option 2 Council endorses the amended Aged Care Asset Divestment Committee's Terms of Reference.

Risk Category Adopted Risk Appetite Risk Assessment Outcome

Strategic Direction Moderate Moderate

Reputation Low Low

Governance Low Low

Community and Stakeholder Moderate Low

Financial Management Low Low

Environmental Responsibility Low N/A

Service Delivery Low Low

Organisational Health and Safety Low N/A

Conclusion Council may wish to make additional amendments to the draft Terms of Reference.

FINANCIAL IMPLICATIONS

There are no costs in amending the Terms of Reference. STRATEGIC IMPLICATIONS

In accordance with the City of Bayswater Strategic Community Plan 2017-2027, the following applies:

Theme: Leadership and Governance Aspiration: Open, accountable and responsive service Outcome L1: Accountable and good corporate governance CONCLUSION

The Terms of Reference have been updated to ensure the scope of responsibilities of the Aged Care Asset Divestment Committee are clear and current.


Attachment 1







In accordance with section 5.11A of the Local Government Act 1995, all other Councillors are appointed as Deputy Members of the Aged Care Governance Committee for the term 31 October 2017 to 12 October 2019 in the following order: If a Member is unable to attend a meeting, the order of appointment of the Deputy at that meeting will be based on:


ii) Length of service









Attachment 2







Three Councillors including the Chair and Deputy Chair.

All Members shall have full voting rights.

In accordance with section 5.11A of the Local Government Act 1995, all other Councillors are appointed as Deputy Members of the Aged Care Governance Asset Divestment Committee for the term 31 October 2017 to 12 October 2019 in the following order: If a Member is unable to attend a meeting, the order of appointment of the Deputy at that meeting will be based on:


ii) Length of service The Chief Executive Officer, or their nominee, is to be available together with the Director Corporate and Strategy or their nominee to attend all meetings to provide advice and guidance to the Committee. Other City Officers may attend meetings as and when required.









Attachment 3


Purpose: To review and monitor all actions in relation to the divestment of Aged Care Assets and to make recommendations to Council on any actions required to progress the divestment of aged care assets.


Three Councillors including the Chair and Deputy Chair.

All Members shall have full voting rights.

In accordance with section 5.11A of the Local Government Act 1995, all other Councillors are appointed as Deputy Members of the Aged Care Asset Divestment Committee. If a Member is unable to attend a meeting, the order of appointment of the Deputy at that meeting will be based on:

i) Councillor of the same Ward as the Member of the Committee; and ii) Length of service The Chief Executive Officer, or their nominee, is to be available together with the Director Corporate and Strategy or their nominee to attend all meetings to provide advice and guidance to the Committee. Other City Officers may attend meetings as and when required.









9. PREVIOUS MATTERS DEALT WITH NOT ON THE AGENDA

Not applicable - inaugural meeting.

10. GENERAL BUSINESS

Additional Meetings: 1. The Aged Care Governance Committee holds an additional meeting in late March to consider

the Ansell Strategic report in relation to the Governance matters. . 2. Invite Ansell Strategic to the next meeting of the Aged Care Asset Divestment Committee to

provide an update on the Governance requirements.


11. CONFIDENTIAL ITEMS

COUNCIL RESOLUTION

That the meeting be closed to the public and the doors closed.

CR GIORGIA JOHNSON MOVED, CR DAN BULL, MAYOR SECONDED CARRIED UNANIMOUSLY: 3/0

At 4:12pm, the doors were closed to the public, however no members of the public were present. Item 11.1 was discussed behind closed doors

11.1 Aged Care Asset Divestment Update

Responsible Branch: Financial Services

Responsible Directorate: Corporate and Strategy

Authority/Discretion: ☐ Advocacy

☒ Executive/Strategic

☐ Legislative

☐ Review

☐ Quasi-Judicial

☐ Information Purposes

Voting Requirement: Simple Majority Required

Attachments: Confidential Attachment 1. Juniper letter dated 8 January 2020

Refer: Item 14.1.2: OMC 3.09.2019

REASON FOR CONFIDENTIALITY

This report is CONFIDENTIAL in accordance with section 5.23(2) of the Local Government Act 1995, which permits the meeting to be closed to the public for business relating to the following:

(c) a contract entered into, or which may be entered into, by the local government and which relates to a matter to be discussed at the meeting;

(e) a matter that if disclosed, would reveal —

(i) a trade secret; or

(ii) information that has a commercial value to a person; or

(iii) information about the business, professional, commercial or financial affairs of a person,

where the trade secret or information is held by, or is about, a person other than the local government.

COMMITTEE/OFFICER'S RECOMMENDATION TO COUNCIL

That the recommendation as contained in the attached ‘Confidential’ Report be adopted and remain confidential. CR DAN BULL, MAYOR MOVED, CR GIORGIA JOHNSON SECONDED

CARRIED UNANIMOUSLY: 3/0 COUNCIL RESOLUTION

That the meeting be re-opened to the public and the doors re-opened.

CR GIORGIA JOHNSON MOVED, CR DAN BULL, MAYOR SECONDED CARRIED UNANIMOUSLY: 3/0

At 4:35pm, the doors were re-opened.


12. NEXT MEETING

The next meeting of the Aged Care Asset Divestment Committee will take place in the Committee Room, City of Bayswater Civic Centre, 61 Broun Avenue, Morley on Tuesday, 24 March 2020 commencing at 4:00pm.

13. CLOSURE

There being no further business to discuss, the Chairperson, Cr Sally Palmer declared the meeting closed at 4:35pm.

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