CORPORATIONS SOLE IN THE POLICE REFORM AND SOCIAL RESPONSIBILITY ACT 2011

Paul Double, LL.M., City Remembrancer

Meeting of the Association of Police Authority Chief ExecutivesGuildhall, City of LondonWednesday, 11th January, 2012

Thomas Cramner (1483-1556), Archbishop of Canterbury (1533-1555)

Characteristics of Corporations Sole:• The office has a separate legal identity from the individuals who hold the office.

• Origins in ecclesiastical law. The Crown is now the best-known example.

• The main benefit is that property, rights and liabilities pass automatically from one office-holder to the next. Therefore contracts can be made and property acquired in an official capacity.

• Other than that, the position is in practice that of any other individual office-holder.

• Care should always be taken to make clear whether the office-holder is acting in his personal or official capacity.

• The powers of a corporation sole created by statute are limited to those granted by the statute.

• There is no regular concept of ‘corporate governance’ in relation to a corporate sole. However, as with any individual office-holder, the statute may provide specific channels of accountability, which may in practice lead to the application of ‘corporate governance’ standards where relevant.

Seals

• Deeds made by a corporation sole are still required to be under seal: Law of Property (Miscellaneous Provisions) Act 1989, s. 1(10).

• The requirement for a deed is now largely confined to (a) transfers of land, and (b) gifts. The latter is not likely to arise, but the former may.

• Halsbury’s Laws: “It is not, however, necessary that any particular kind of seal is used, provided that there is affixed or impressed to or on the deed something purporting to be a seal.”

• This may be a wax seal, a wafer, or simply a printed circle containing the letters ‘L. S.’ (locus sigilli—’in place of a seal’).

• “The seal need not bear any indication that it is the particular seal of the person who affixes it.”

General powers of PCCsS. 1:

(6) The police and crime commissioner for a police area must—

(a) secure the maintenance of the police force for that area, and

(b) secure that the police force is efficient and effective.

(7) The police and crime commissioner for a police area must hold the relevant chief constable to account for the exercise of—

(a) the functions of the chief constable, and

(b) the functions of persons under the direction and control of the chief constable.

Sch. 1, ¶ 14:

(1) A police and crime commissioner may do anything which is calculated to facilitate, or is conducive or incidental to, the exercise of the functions of commissioner.

(2) That includes—

(a) entering into contracts and other agreements (whether legally binding or not);

(b) acquiring and disposing of property (including land);

(c) borrowing money.

Relationship with Chief ConstablesS. 18:

(2) A police and crime commissioner may arrange for any person… to exercise any function of the commissioner.

(3) But a police and crime commissioner may not…(c) arrange, under subsection (2), for a person listed in subsection (6) to exercise any function…

(6) The persons referred to in subsections (3)(a) and (c) and (5) are— (a) a constable (whether or not in England and Wales)…

S. 2:(3) A police force, and the civilian staff of a police force, are under the direction and control of the chief

constable of the force.

Sch. 2, ¶ 2:A chief constable is a corporation sole.

Sch. 2, ¶ 7:(1) A chief constable may do anything which is calculated to facilitate, or is conducive or incidental to, the

exercise of the functions of chief constable. (2) That includes—

(a) entering into contracts and other agreements (whether legally binding or not), but only with the consent of the relevant police and crime commissioner;

(b) acquiring and disposing of property, apart from land, but only with the consent of the relevant police and crime commissioner.

AccountabilityS. 28:

(6) A police and crime panel must— (a) review or scrutinise decisions made, or other action taken, by the relevant police and crime commissioner in

connection with the discharge of the commissioner’s functions; and (b) make reports or recommendations to the relevant police and crime commissioner…

(See the detailed provisions of ss. 28-30)

Sch. 7, ¶ 2:(2) Regulations must provide for [complaints involving potential criminal conduct] to be investigated—

(a) by the Independent Police Complaints Commission, or (c) by a police force, in an investigation that is under the management of the Independent Police Complaints

Commission.

Sch. 7, ¶ 3:(2) Regulations…

(d) must provide for police and crime panels to engage in informal resolution of [complaints not investigated under ¶ 2].

Sch. 1, ¶ 6(1) A police and crime commissioner must appoint…

(e) a person to be responsible for the proper administration of the commissioner’s financial affairs (…the commissioner’s chief finance officer).

S. 17:(4) In carrying out functions, an elected local policing body must have regard to any financial code of practice issued by

the Secretary of State.

Personal liability

Sch. 1, ¶ 15:

(1) A person who is a police and crime commissioner has no personal liability for an act or omission done by the person in the exercise of the commissioner’s functions unless it is shown to have been done otherwise than in good faith.

Harold Davidson (1875-1937), Vicar of Stiffkey (1906-1932)

CORPORATIONS SOLE IN THE POLICE REFORM AND SOCIAL RESPONSIBILITY ACT 2011

Paul Double, LL.M., City Remembrancer

Meeting of the Association of Police Authority Chief ExecutivesGuildhall, City of LondonWednesday, 11th January, 2012