NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of the Company will be held at NAVIGO House 3-7 Brighowgate, Grimsby DN32 0QE on Tuesday 29th September 2020 at 12.30pm to consider and if deemed appropriate approve the following resolutions:
Ordinary Resolutions
To receive the Financial Statements and the Community Interest Report for the financial year ended 31st March 2020.
That in accordance with section 551 of the Companies Act 2006 and article 90 of the Company’s articles of association the directors are authorised to offer one B Ordinary share to each employee of the Company (other than the Holder of the A Ordinary Share) for five years from the date of the passing of this resolution.
Members Resolutions
That Tom Hunter is re-appointed as Chairman for one year ending with the Annual General Meeting in 2021.
That Jane Lewington is re-appointed as Chief Executive for a term of up to two years ending with the Annual General Meeting in 2022.
Special Resolution
That the Company’s articles of association shall be amended as follows on the third page of this notice and
That the articles of association shall be altered so as to take the form of the articles of association attached to this resolution are in substitution for, and to the exclusion of, any articles of association of the Company previously registered with the Registrar of Companies.
DATE 26th August 2020 BY ORDER OF THE BOARD
Notes:
1. Due to compliance with social distancing measures introduced by the Government during the coronavirus pandemic, Members (other than the Directors) will be unable to attend in person this year in accordance with the Corporate Insolvency and Governance Act 2020. However, Members will be able to attend by means of video technology and joining instructions are available on our website.
2. Ordinary Resolutions
Hard copies of the documents referred to in the first resolution can be obtained by writing to the Company’s Registered Office at the address below and they are also available on the Company’s website at: https://navigocare.co.uk/who-we-are/agm-2020.
The second ordinary resolution authorises the CIC Board Directors to continue to offer one B Ordinary share to each NAVIGO CIC employee in accordance with both the Companies Act 2006 and the articles of association for a term of five years.
3. Members Resolutions
The Members’ resolutions provide for Tom Hunter to continue in his role as Chairman until the Annual General Meeting in 2021 and Jane Lewington to remain as Chief Executive until the Annual General Meeting in 2022.
4. Special Resolution
As a result of the coronavirus pandemic and in preparation should there be a second peak, the proposed amendments to the Company’s articles of association enable the Company to hold the Annual General Meeting electronically (or by a combination of both physical attendance and use of an electronic platform) thereby providing Member participation in a safe manner. Proposed amendments have also been made to the method of appointing the Chief Executive; they are to retire from office at the fourth Annual General Meeting following their appointment or shorter (depending on the term the Members voted them into post for) and expressions of interest are to be submitted to the Executive Directors prior to the Members’ vote. The proposed changes are written overleaf in orange text and any deletions crossed through. An entire set of the amended articles of association accompanies this notice.
- This year Members entitled to vote on the resolutions overleaf (other than the Directors) are required to cast their vote by proxy and a Form of Proxy has been circulated with this notice for that purpose. To be valid the Form of Proxy must be completed and deposited at the Company’s Registered Office no later than 1.00pm on Friday 25th September 2020.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Proposed amendments to the existing articles of association are written in orange text and any deleted text crossed through.
Definitions
New definition added: Electronic Platform is one or more electronic facilities as may be approved by the Board from time to time to enable members to attend and participate simultaneously in a general meeting of the Company without attending a physical meeting place.
AGM
New article added after article 137(b):
137(c) the meeting need not be held at any particular place
Contents of Notice
Present article 139 is deleted and the new article 139 below is adopted:-:
Every notice calling a general meeting must specify the place (if applicable), day and time of the meeting, whether it is a general meeting or an AGM, and the general nature of the business to be transacted.
Quorum for General Meetings
Present article 148 is deleted and the new article 148 below is adopted:-:
No business other than the appointment of the Chair of the Meeting is to be transacted at a general meeting if the Members attending it (whether in person or using an Electronic Platform) do not constitute a quorum.
Present article 149 is deleted and the new article 149 below is adopted:-:
Subject to Article 150, 30 persons entitled to vote upon the business to be transacted, each being a Member or a proxy for a Member or a duly authorised representative of a corporation, shall be a quorum, so long as at least 16 Shareholders are present (in person or using an Electronic Platform) at all times.
Voting: General
Present article 162 is deleted and the new article 162 below is adopted:-:
A resolution put to the vote of a general meeting may be on a show of hands or by a poll. Any votes permitted to be cast may be electronic or any other means.
Present article 164 is deleted and the new article 164 below is adopted:-:
On a vote on a resolution, whether on a show of hands at a meeting or by a poll, every person (whether present in person, using an Electronic Platform or by proxy)(whether a Member, proxy or authorised representative of a Member entitled to vote shall have a maximum of one vote.
Method of Appointing the Chief Executive
Present article 62 is deleted and the new article 62 below is adopted:-:
Without prejudice to Article 61 at the 4th AGM or any subsequent 4th AGM, the Chief Executive shall retire from office at the fourth AGM following his or her appointment or shorter if the term of office as voted upon by the Members by Members Resolution was less than four years. If the Chief Executive is not re-appointed at the 4th relevant AGM or any subsequent 4th AGM, his employment with the Company will cease, he shall cease to be Chief Executive and he will not be entitled to any compensation or notice not specifically set out in his Directors’ service contract or his contract of employment with the Company.
Present article 63 is deleted and the new article 63 below is adopted:-:
If no nomination for appointment is received by the Company The Chief Executive retiring in accordance with Article 62 above shall be eligible for reappointment. or if If the Members by Members Resolution decide to reappoint the Chief Executive, the retiring Chief Executive shall, if willing to act, be deemed to have been reappointed.
Present article 64 is deleted and the new article 64 below is adopted:-:
No person shall be appointed or reappointed Chief Executive unless not less than one calendar month before the date of the Company’s next AGM, notice executed by a person eligible to be a Director has completed an expression of interest form and submitted this to the Executive Directors been given to the Company proposing himself or herself for appointment or reappointment together, if not currently appointed, with a Companies Form AP01 (or the equivalent Form in force at that date) duly completed and signed by that person confirming his or her willingness to be appointed or reappointed. A Chief Executive retiring in accordance with Article 62 shall be deemed to have given completed and submitted such notice form unless he notifies the Company in Writing that he does not wish to be reappointed.
Present article 65 is deleted and the new article 65 below is adopted:-:
Unless Article 63 applies, not less than fourteen clear days before the Company’s next AGM notice shall be given to all who are entitled to receive notice of a meeting of the Members of those who have given notice to the Company proposing their reappointment as Chief Executive. The Directors shall, with that notice, ask the Members to vote on the appointment or reappointment of the Chief Executive all those who have given such notices, the method, form, timing and content of the voting to be determined by the Directors provided that voting shall be on the basis of 1 vote per Member. Subject to Article 57 the nominee with the highest number of votes shall be appointed.