Decision Maker: Sutton Shareholdings Board
Decision status: Recommendations Approved
Is Key decision?: No
Is subject to call in?: No
This report follows on from that presented to
the Shareholdings Board on 20 September 2017, outlining the actions
requiring authorisation to overcome the challenges previously noted
with regards to the corporate governance processes. It requests
approval to approve written resolutions received from the
Tracey Burley, Managing Director - Cognus Limited, presented the report which followed on from that presented to the Shareholdings Board on 20 September 2017.
Members looked at the steps taken and required to overcome issues relating to corporate governance and enquired as to the ongoing involvement of key stakeholders.
The business plan, Appendix A, was discussed with regards to the offer to schools and income streams in particular. The Managing Director advised that a revised business plan was likely to come to the next meeting of the Shareholdings Board alongside a strategic plan.
1. It be agreed that the Business Plan circulated with a copy of these Resolutions be adopted by the Company taken as the first Business Plan and that action taken in accordance with the Business Plan prior to its adoption be ratified.
2. It be agreed that, the 1 issued ordinary share of £1 in the capital of the Company be and is hereby redesignated as an A ordinary share having the rights and being subject to the restrictions as set out in the Company's articles of association (Articles).
3. It be agreed that, in accordance with section 551 of the Companies Act 2006, the directors of the Company be generally and unconditionally authorised to allot ordinary shares of any class in the Company up to an aggregate nominal amount of £1000 as detailed in Paragraph 4.2.
4. It be agreed that Article 20.2 of the Articles, requiring unanimous consent of the Shareholders to authorise the admittance of a new Shareholder, be deleted in its entirety.
5. The appointment of the directors of the Company, named in Paragraph 4.5, be ratified from the date of their respective appointments
6. Authority be delegated to the Strategic Director of Resources to sign and return the written resolution on behalf of the shareholder.
Report author: Kieran Holliday
Publication date: 11/12/2017
Date of decision: 06/12/2017
Decided at meeting: 06/12/2017 - Sutton Shareholdings Board