Non-legislative model served its purpose PB Bill enables statutory transfer

1. 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

2. 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

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

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

5. 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

6. 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 • 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.

7. 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

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

9. NOMINATIONS COMMITTEE • 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

10. 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

11. 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

12. 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