This report asks the Committee, acting as the sole member of Brighter Futures for Children Limited, to waive the requirements of the Articles of Association in order to allow the Company to operate with fewer directors until its formal closure, and to authorise the Executive Director of Resources to act as the representative of the sole member of the Company during the closure period.

The Committee considered a report seeking approval for a waiver of certain provisions in the Articles of Association of Brighter Futures for Children Ltd (BFfC), in anticipation of the company’s closure following the end of the service contract on 30 September 2025.

The report noted that the Council, as the sole member of BFfC, had resolved on 28 January 2025 to bring Children’s Services back in-house. The service contract with BFfC would therefore end at 23:59 on 30 September 2025, with services transferring to the Council from 1 October 2025. The Independent Non-Executive Directors and Chair were expected to retire on or before this date, leaving only two Directors: the Executive Director of Children’s Services and the Council-nominated Director of Finance.

To enable the company to continue operating for the limited purpose of finalising accounts and overseeing closure, the report recommended that the Council waive certain requirements of the Articles of Association, including those relating to Board composition and quorum.

Resolved –

(1)  That the Brighter Futures for Children Ltd service contract will end on 30 September 2025, with Children’s Services transferring to the Council from 1 October 2025 be noted.

(2)  That, as of 1 October 2025 and until the Company closes or a further decision is made by Policy Committee, the Council, acting as the sole member of Brighter Futures for Children Ltd, waives the following requirements of the Articles of Association:

2.1 the requirement to appoint Independent Non-Executive Directors and a Non-Executive Board Chair;

2.2 the minimum number of Directors, and the minimum numbers of Directors in each category;

2.3 the quorum for a Directors’ meeting, which may be reduced from three to two;

2.4 the requirement for an Independent Non-Executive Director or a Non-Executive Chair to always be present at Board meetings;

2.5 the requirement for the meeting Chair to be either the Non-Executive Board Chair or a nominated Independent Non-Executive Director (Chair Nominee);

(3)  That the Executive Director of Resources, be authorised to act on behalf of Policy Committee (as the representative of the sole member of the Company) from 1 October 2025 and deal with all company closure matters which are the responsibility of the members of the Company, in particular, to agree to the closure of the Company following the signing of the final accounts;

(4)  That the Executive Director of Resources, be authorised to act on behalf of Policy Committee (as representative of the sole member of the Company) from 1 October 2025 in consultation with the Leader of the Council and the Lead Councillors for Children’s Services and Education, to deal with any other miscellaneous matters, including Reserved Matters, which arise whether about the closure of the Company or otherwise.