Will the proposed Community Interest Company ensure engagement and sustainability?

Despite making promises to the Heritage Lottery Fund to devise a better model for the long-term management of Gunnersbury, the Project Board’s current proposals risk replicating the existing state of affairs.

The Friends, the Heritage Lottery Fund and every consultant who has ever advised on Gunnersbury have all been saying for years that the model of joint ownership has made it impossible to focus responsibility and defend the Park, its buildings and the Museum against cuts in local authority funding. Parks and museums are non-statutory, discretionary services, up against other services which local authorities are legally obliged to deliver. The HLF reckons this situation will get worse in the next few years and recently published a desperate report urging everyone to think of new ways of supporting parks, for fear of watching refurbished parks all over the country slip back into decay.

Despite pressure from the Friends, the Project Board delayed work on the governance issue until the last minute. Just before the bids were sent in, an Ealing Director presented an outline idea of a Joint Venture Company at a public meeting. Later we learnt that this had been scrapped in favour of a Community Interest Company. The Friends wrote to the two Councils saying how important it was that the constitution of this private company should ensure it was open to public engagement, was able to gather widespread public support and warned of the dangers of secrecy in its operation (the letter is here), and we published an article on this in our December Newsletter.

The Community Interest Company

The draft Memorandum and Articles of Association of the Community Interest Company have been published, and approved by both councils. Its 28 pages can be found here. One of the advantages of a Community Interest Company is that it can hold public or community assets under an “asset lock” which ensures that these assets cannot be sold or given away.

As one of the objects of the company is only to operate and promote the Gunnersbury Estate it is clear that the primary assets (the land, buildings and museum collection) will remain in the joint ownership of the councils. The “asset lock” in this case refers only to the income (from sports, café, tenancies etc) which will be committed to the estate and not returned to the councils’ general funds. The CIC would be limited to borrowing against that predicted income. The signing of tenancies and licensing agreements (such as the catering franchise) would remain with the councils as would the final decision on major developments such as new building (the Sports Hub, for exaample).

Another of the objects of the company is the very specific one of aiding and supporting the Local Authority members to deliver the 2026 Masterplan which has been agreed between Ealing and Hounslow.

Local Authority Control

There are many points in the Articles concerned with making sure that the Local Authority members are in ultimate control of this Company. The intention is that there will be two LA members as Directors (one from each council) and no more than five “representative” Directors, although the 2 LA members can change that number (8.1 and 8.2). The LA members reserve powers to themselves to veto changes to the Articles, to include or expel additional members, to change the number of directors and the quorum and to appoint or change the representative directors (9.3). There is an incomplete clause in the draft “The quorum for Directors’ meetings is specifically reserved the LA Members by a resolution” (16.2) which seems to suggest they will have the power to vary the quorum for Directors’ meetings, which is planned to be a minimum of three, of which two must be the LA members.

It seems that application for membership of this company is open to all, but only the LA directors can approve membership (27.3) and they can terminate it (28.2). There is a reference to member organisations (39.5) and how they can be represented at general meetings. It may be that the intention was (is) to appoint the representative Directors from member organisations rather than as individuals, and that this has been lost in the re-draftings.

The LA members can approve the calling of general meetings of the members at short notice (30.2) and the two of them form the quorum of such meetings (34.2).

The Current Model of Governance and Management

The current model of governance at Gunnersbury is a lead Cabinet member from each council meeting with officers and a representative from English Heritage to form a Project Board. The Gunnersbury Park Joint Advisory Panel comprises six councillors (and the chair of the Friends) who can advise the lead Cabinet members. The daily management of the Park and Museum has been though a contract with Carillion, supervised by Hounslow. This has now ended and the responsibilities have been divided between the two councils.

The proposed model is much the same, with power and ultimate responsibility lying with the LA members. The other Directors will be invited to share the responsibility and the work, appoint the Chief Executive, employ the staff, run the services, manage within the income provided by grants from the councils and raised from the estate, and deliver the masterplan. But if push came to shove, the two LA members are in control. Will this model attract independent Directors of the right calibre to take on arduous and responsible service over a reasonable number of years? Especially if things get difficult and controversial decisions have to be made?

Sustainability and Community Engagement?

The Parks Agency report back in 2004 emphasised sustainability through independence, enthusiasm and activity by growing the resident population of stakeholders and creating an independent charitable trust to coordinate and manage the recovery. The HLF is placing its faith in community engagement – volunteers, user groups, Friends groups, dog walkers, sports enthusiasts, anyone who feels a sense of commitment and ownership – and is urging the imaginative development of ideas of shared ownership and trusteeship before it is too late.

The Councils have worked well together at some times in the past, and have fallen out at others. This is one of the positive times, and the rewards of collaboration have been to unlock HLF grants and possibly other external funds. The challenges now are long-term sustainability and developing public engagement. Can we be sure that this model of the CIC will be able to respond to those challenges?

James Wisdom
17 April 2015