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Special Meetings of Members 2017

Special Meeting of Members 2017

On 6th and 7th June 2017 a Special Meeting of Members were held in Jersey and Guernsey respectively to provide Members with the opportunity to hear about and vote for or against proposed changes to Society Rules.

The proposed changes to the Society Rules were:

Motion 1.             Changes in Share Capital

  1. to enable the Board of Directors to offer Members, at its discretion, a new class of shares, at a rate of interest greater than that paid on the existing class of shares and subject to a longer notice period for their withdrawal, with immediate effect.
  2. to enable the Board of Directors to determine, at its discretion, the rate of interest to be paid on each class of shares from time to time but not in any case a rate of interest to exceed the greater of 5% per annum or 2% per annum above the Bank of England’s base rate, with immediate effect.

Motion 2.             Changes to the Composition of the Board

  1. to reduce the number of elected Directors from 4 per Island to 3 per Island, from the Annual Meeting of Members (the “AMM”) in May 2018.
  2. to require the Board of Directors to appoint 2 professional independent Directors, where possible.

Motion 3.             Reduce Directors’ Terms and Limit Directors’ Tenure

  1. to reduce Directors’ terms from 4 years to 3 years, with effect from the AMM in May 2018, subject to transitional arrangements.
  2. to limit Directors’ tenure to a maximum of 4 terms or 12 years, from the AMM in May 2018, subject to transitional arrangements.
  3. to limit professional external Directors’ tenure to a maximum of 6 years, from the AMM in May 2018.
  4. to provide that professional external Directors be eligible to stand for election to the Board, subject to a maximum tenure of 12 years, to include any time served as a professional external Director, from the AMM in May 2018.
  5. to provide that former Directors with a maximum tenure of 12 years shall not be eligible to become a Director for 3 years from the end of their 12 year tenure, from the AMM in May 2018.

Motion 4.             Chief Executive Officer to be a Director

  1. to provide that the Society’s Chief Executive Officer be a member of the Board of Directors, with immediate effect.

Motion 5.             Eligibility of Ex-Employees to Serve as Directors

  1. to provide that no former employee of the Society shall be eligible to become a Director of the Society for 5 years following the termination of their employment with the Society, from the AMM in May 2018.

Motion 6.             Office of Vice President

  1. to discontinue the office of Vice President of the Society, with immediate effect.

Rule 17.1 of the Society’s Rules provides that: “Except where these Rules say otherwise, any of these Rules may be amended or rescinded, or any new Rules may be made, by a Resolution passed at a Special Meeting of Members of the Society by two-thirds (66.66%) of the votes cast”.

The following analysis of the votes cast by the Society’s Members on 6th & 7th June 2017 shows that Members voted in favour of all 6 Motions with a majority greater that two-thirds (or 66.66%) of the votes cast.

Accordingly all 6 Motions were carried.*

 

Jersey

Guernsey

Total Votes Cast Against the Motion

Total Votes Cast For the Motion

Percentage of votes Cast For the Motion

Result

 

For

Against

For

Against

 

 

 

 

 

 

 

 

 

 

 

 

 

Motion 1

34

0

24

0

0

58

100

         Carried

 

 

 

 

 

 

 

 

 

Motion 2

30

2

21

3

5

51

91.07

Carried

 

 

 

 

 

 

 

 

 

Motion 3

32

0

25

0

0

57

100

Carried

 

 

 

 

 

 

 

 

 

Motion 4

29

1

24

1

2

53

96.36

Carried

 

 

 

 

 

 

 

 

 

Motion 5

30

1

7

14

15

37

71.15

Carried

 

 

 

 

 

 

 

 

 

Motion 6

33

0

24

1

1

57

97.27

Carried

*Notwithstanding the announcement made in error at the meeting in Guernsey on 7th June 2017, Motion 5 regarding the eligibility of ex-employees to serve as Directors was carried, as 71.15% of the votes cast were in favour of the Motion.