Issue - meetings

Mr Holder advised thatAlexandra Palace Trading Ltd. [APTL] was a formally constituted company under the Companies Act 1985. The company had an entirely separate legal identity to that of the charity. The Memorandum and Articles of Association of APTL are attached at Appendix 1. Clause 7 of that document regulates the composition of the board of directors at 8 in number. In particular, clause 7.2.1 specifies there shall be up to four charity trustees appointed as directors of the company.

                        Mr Holder advised that the changes to the board of charity trustees brought about by the May 2006 elections meant that the current charity trustees who were also directors had now resigned and up to four charity trustees had to be appointed to the company board.

                        The Chair commented that to follow the precedence previously set it was appropriate that the Chair and Vice-Chair take two of the positions. Councillor Hare commented that given the political make-up of the Council now there should be an even split of two representatives from each of the political groups.

                        Councillor Peacock commented that there should be a gender balance of two women and two men representing and that Councillor Rainger and herself fill the other two positions.

                        Mr Tarpey asked for a legal view as to how the appointments should be agreed.

                        Mr Harris advised that it was for the Board Members to agree from amongst their number those persons to sit on the company board, and members could nominate, and subject to the willingness of the nominees to sit on the company board. It was a completely non-political matter.

                        The Chair advised that this issue was one of a gender balance and not political.  However if a nominee refused to sit then so be it.

                        Councillor Hare reiterated his earlier comments and that in his view two vacancies should be filled from his group and that Councillor Rainger and he should fill the vacancies. The Chair reiterated his earlier comments that it was not an issue of political, but gender balance. 

                        The Chair then asked for a vote in favour of gender balance and political balance.  On a vote there being 4 in favour and 3 against in terms of gender balance, and 3 for and 4 against in terms of political balance the Chair advised that the composition of the company board would be based on gender balance.

                        Councillor Rainger indicated that she would not be willing to serve, and nominated Councillor Hare to fill one of the vacancies.  Councillor Egan nominated Councillor Peacock to fill the other vacancy.

                        The Chair then MOVED that Councillors Peacock and Hare take the remaining two positions on the Company Board, with himself and Councillor Egan.  This MOTION was unopposed.

                        RESOLVED

That the following be appointed to serve as Directors of the Trading Company of which the Charity is sole shareholder:

Councillor Adje, Councillor Egan, Councillor Hare, Councillor Peacock