In the run up to the forthcoming annual general meeting of BIS (the “AGM”), it has been brought to the attention of the board of directors (the “Board”) that the method by which members of the Performance & Talent technical advisory committee have historically been elected is contrary to the provisions of its articles of association (the “Articles”).
To summarise, it is a requirement of the Articles that certain technical advisory committees (including the Performance & Talent committee) “have a majority of their committee members elected by the Voting Members by postal or electronic ballot, and the remaining committee members shall be appointed by the Board”. In connection with this, the Articles also prescribe a process involving the preparation by the Nominations Committee of a skills-based role description and person specification for each technical advisory committee role, before the Nominations Committee provides advice in relation to the eligibility of the candidates to both the Voting Members and the Board ahead of elections taking place.
As the majority of members will be aware, the position up to now in terms of committee makeup is that each of the other technical advisory committees nominate a representative to sit on the Performance & Talent committee, and that together these representatives make up the quorum of “elected” members by virtue of their election to their primary technical advisory committee roles. However, whilst a precedent in relation to appointment of Performance & Talent committee members has been set, and whilst this process is consistent with the terms of reference laid down by the Board in respect of that committee, this does not override the requirements of the Articles. The position therefore is that those Performance & Talent committee members who have been nominated by their respective technical advisory committees have been improperly elected to the Performance & Talent committee.
In consideration of the role of the Performance & Talent committee it is imperative that it remains properly representative of the other technical advisory committees which together make up BIS’s critical advisory network. Consequently, the Board’s proposal is to table a special resolution at the AGM to amend the Articles, the effect of which would be to disapply particular obligations relating to the composition of technical advisory committees to the Performance & Talent committee alone. This in turn would enable the Performance & Talent committee to continue performing its designated functions and to retain its status as an invaluable mechanism of support to the Board.
If, however, the proposed special resolution does not attract the requisite approval of not less than 75% of the Voting Members, the Board will subsequently conduct the necessary elections by postal or electronic ballot with the necessary involvement of the Nominations Committee and in accordance with both the terms of reference laid down by the Board and the procedural requirements outlined in article 8.1 of the Articles. It should be noted that there is no obligation contained within the Articles for such elections to take place at an annual general meeting of BIS, nor to take place concurrently with any other committee elections, and so the Board is afforded the necessary flexibility to only conduct this election if so required in light of the decision of the Voting Members thus avoiding unnecessary confusion and the associated administrative burden for all.
Finally, the members are assured that the strategy outlined in this letter does not in any way invalidate any proposals or materials already circulated ahead of the AGM, in relation to other committee elections or otherwise, which shall all continue as planned.
The Board would like to take the opportunity to apologise for this error, and it is hoped that the membership is understanding and appreciative of the Board’s attempt to rectify this and to strive to improve BIS for all of its stakeholders.
Thank you all for your understanding.