In 2005, council engaged Mallesons Stephen Jaques to design a trust structure for the Port Phillip Housing Association Limited. We don’t know the brief, or why a top-tier firm was used, but we do know this: Port Phillip’s PPHA trust appears to be one of a kind.
Under the trust deed, Port Phillip is the ‘Governor’, a title that sounds weighty. Asked what it means, Mayor Alex Makin said: ‘Council’s role as Governor, as outlined in the trust deed, is an oversight role, focused on protecting the trust’s charitable purpose over time.’
‘In practice, council’s Governor role is exercised by receiving and reviewing Housing First’s annual report and financial statements, attending the AGM, and meeting with HousingFirst as needed.’
‘Council also appoints two directors to HousingFirst so it can remain informed about Housing First’s activities. However, that role is limited: directors are restricted in what they can share with council under the Corporations Act.’
In September 2024, council received an internal report on governance arrangements relating to Housing First. A summary appeared in the minutes, but the report itself was marked confidential.
Yes, a council report on Housing First’s governance was deemed not for public view. We can only ask why. Here’s a summary of the minutes:
Lawyers specialising in property and community housing reviewed the governance arrangements for the Port Phillip Housing Trust (PPHT).
The review identified several governance concerns.
Council appointees to the HousingFirst Limited (HFL) boardtwo of the minimum five directorsface competing duties, including duties under the Corporations Act.
The arrangements were considered suitable if difficulties are managed effectively, but conflicts can arise. Council-appointed directors must not use their position to benefit themselves, council or others, or to cause detriment to HFL.
Those directors may also receive confidential information about HFL or PPHT that they cannot share with council. If appointees cannot manage these conflicts, council should not appoint directors to HFL.
The review suggested council could provide training for appointees and establish new information-sharing arrangements with HFL in relation to the PPHT.
What could make that confidential?
As my late mum used to say: ‘You’ve got to wonder.’
Why was the governance report kept confidential? Was it at the request of council’s nominees on the HousingFirst board and if so, why?
Or had HousingFirst fallen into the habit of giving council, its creator and first benefactor, the bare minimum of information and influence?
Either way, it raises questions for the Governor.
Is Housing First’s expansion, and its ambition to become a social-housing monolith, still compatible with council’s original objectives?
In a housing crisis, is HousingFirst serving Port Phillip first, or does growth elsewhere get first call?
Let’s start to answer these concerns by releasing the confidential attachment.
TWiSK asked the following questions: attribute the response to Port Phillip Council Mayor Alex Makin
In the Trust Deed for the PPHA the Council is cited as ‘Governor’. Please describe the role and scope of Governor as you understand it.
Council’s role as Governor as outlined in the Trust deed is an oversight role, focused on protecting the Trust’s charitable purpose over time. Under the Trust Deed, Council’s Governor powers include:
- Appointing and removing the Trustee (currently HousingFirst), if Council is not satisfied that the Trust’s purposes are being met, after consulting the Registrar of Housing Agencies and the Director of Housing.
- Receiving reports from the Trustee, including:
- an annual financial report,
- information on projects and housing outcomes, and
- information about how effectively the Trust is meeting its charitable purpose.
- Approving any changes to the Trust Deed, with required legal certification and regulatory consultation.
- Determining the destination of Trust assets if the Trust were ever to be wound up, ensuring they continue to be used for similar charitable purposes.
The role does not extend to how the Trust is run on a day‑to‑day basis nor operation and management of housing services.
In practice, Council’s Governor role is exercised by Council receiving and reviewing HousingFirst’s annual report and financial statements, attendance at the AGM and meetings on an as needed basis with Housing First.
Council also maintains two directors to Housing First so Council can remain informed about activities of Housing First, however this role is somewhat limited as Directors are limited in what they can share with Council given the requirements and obligations under the Corporations Act.
Are there other instances where Council is cited as ‘Governor’? If so, please list.
We are not aware of other governance examples similar to the PPHA.
Request for a September 2024 report to Council relating to HousingFirst
The report is publicly available but its attachment remains confidential. The attachment can be released if there is council resolution to make it public.
Agenda of Meeting of the Port Phillip City Council – Wednesday, 4 September 2024 The report can be found on page 263.
