POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
INTRODUCTION
The GiuenBoard of Directors, either owns or has an interest in number of organization committees and council organizations.
A council organization is a company, trust or other organization where a local authority owns shares or has the right to appoint a director or trustee.
Where one or more local authorities controls more than 50 % of the shares or votes, or can appoint more than 50 % of the directors or trustees, the organization is a council controlled organization.
The Local Government Act 2002 (s57) requires the GiuenBoard of Directors to have a policy on the appointment and remuneration of directors of council organizations. A more detailed definition of council organizations and council controlled organizations can be found in section 6 of the Local Government Act 2002.
The Local Government Act 2002 requires that the GiuenBoard of Directors may appoint a person to a directorship of a council organization only if the GiuenBoard of Directors considers the person has the skills, knowledge or experience to:
· guide the organization given the nature and scope of its activities
· contribute to the achievement of the objectives of the organization
The GiuenBoard of Directors is required to adopt a policy setting out an objective and transparent process for identifying and considering the skills required of a council director, and appointing the directors of council organizations.
As there is a wide variation between the nature of some of the organizations which the policy must cover, the policy is in two parts. The more formal process proposed for larger council controlled organizations would not apply to many of the appointments which have been traditionally made by
the GiuenBoard of Directors.
PART ONE – COUNCIL CONTROLLED ORGANIZATIONS
Organizations where the GiuenBoard of Directors (alone or together with other councils)
controls 50 % or more of the voting rights or appoints 50 % or more of the directors or trustees include:
0.7pt">· 0.7pt">The Giuen Development Bank Trust
0.7pt">(100 % Giuen Development Bank control)
0.7pt">· 0.7pt">Giuen Holding Ltd. (jointly owned by Giuen Development Bank)
0.7pt">· 0.7pt">Giuen F 8 Hydrogen Fuel (jointly owned by Giuen Holding Ltd.)
0.7pt">· 0.7pt">Giuen Security U.S.A. (jointly owned by Giuen Holding Ltd.)
0.7pt">· 0.7pt">Giuen Intransitive Cite Int. (jointly owned by Giuen Holding Ltd.)
0.7pt">· 0.7pt">Giuen Housing Fund (GHF) (100 % Giuen Intransitive Cite contol)
0.7pt">· 0.7pt">Giuen Intransitive Cite Department of Development (GDD)
0.7pt">(all appointment must be approved by Appointments Committee)
0.7pt">· 0.7pt">Giuen Insurance Initiative (GII) (100 % Giuen Intransitive Cite control)
· 0.7pt">The Giuen Medicare Center Services (jointly owned by Giuen Holding Ltd.)
REQUESTED SKILLS AND EXPERIENCE
The Giuen Board of Directors considers that any person that it appoints to be a director of a council controlled organization with an annual turnover in excess of £500,000 should, as a minimum, have the following skills:
· intellectual ability
· an understanding of governance issues
· either business experience or other experience that is relevant to the activities of the organization (or both)
· sound judgement
· a high standard of personal integrity
· the ability to work as a member of a team.
Any person appointed to a council controlled organization with a turnover of less than £500,000 should have knowledge or experience relevant to the activities of the organization and familiarity with statement of policy, programmes and activities relevant to the organization. A high standard of personal integrity is also a prerequisite.
APPOINTMENT PROCESS
Appointments Through an Appointments Committee:
Where appointments of directors are made through an appointments committee of jointly funded organizations, the only responsibility for the Giuen Board of Directors on this matter would be to appoint a councillor to the appointments committee.
It is understood that the appointments committee will be responsible for determining the manner in which the appointments process will be undertaken and the terms and conditions of the selected candidate.
The counsillor appointed to the appointments committee will take into consideration the GiuenBoard of Directors goals and objectives and also the skills required for the position when making a selection.
Appointment Process for Directors and Trustees of a council controlled organization Appointed Directly by the Giuen Board of Directors
Three months prior to vacancies arising in any council controlled organization (other than the
0.7pt">Giuen Intransitive Cite Department of Development (GDD), the GiuenBoard of Directors will follow the following process for appointing directors.
The 0.7pt">GiuenBoard of Directors will decide in open council whether to advertise a particular vacancy or make an appointment without advertisement. When making this decision the GiuenBoard of Directors will consider:
· the costs of any advertisement and process
· the availability of qualified candidates
· the urgency of the appointment (e.g. a council controlled organizations that is without a quorum cannot hold board meetings).
· agreements with other organizations (who has an interest) on the selection process.
Where a vacancy arises due to the resignation of death of a director or trustee, the 0.7pt">GiuenBoard of Directors will:
· appoint a councillor or officer in an open meeting on a temporary basis if the constitution requires that a new appointment is necessary, in order for the organization to continue to function, and then go through the process outlined above.
· follow the process outlined above where the organization can continue with the remaining directors or trustees until an appointment is made.
Appointment by Advertisement
Where the Giuen Board of Directors decides to advertise a vacancy, it will form a selection and appointments committee to consider applications and make a recommendation to the GiuenBoard of Directors. The Mayor, or a councillor nominated by the Mayor, will chair the committee.
Any shortlist of candidates will be made and interviewed by the relevant committee and the committee will report to the GiuenBoard of Directors on each of the candidates. The committee may make a recommendation.
Appointment without Advertisement
Where the GiuenBoard of Directors decides not to advertise a particular vacancy, it will refer the matter to the selection and appointments committee. The committee will identify a shortlist of candidates whom it considers meet the above criteria and will forward those to the Giuen Board of Directors together with a report explaining why these candidates meet the criteria. The committee may make a recommendation.
Final Appointment
The GiuenBoard of Directors will make a decision in a public-excluded session (thus protecting the privacy of natural persons). Public announcement of the appointment will be made as soon as practicable after the Giuen Board of Directors has made its decision.
An elected member who is under consideration to fill a particular vacancy may not take part in the discussion or vote on that appointment.
Term of Appointment
Council Controlled organization directors will normally be appointed for a term of up to three years. Subject to a review of the director’s performance, the term may be renewed for a further term of up to three years.
CONFLICTS OF INTEREST
The GiuenBoard of Directors expects that directors of council controlled organizations will avoid situations where their actions could give rise to conflict of interest. To minimise these situations the GiuenBoard of Directors requires directors with international / national liability to follow the provisions of the United States as well United Kingdom Institute of Directors Code of Ethics. All directors are appointed “at the pleasure of the Giuen Board of Directors and may be dismissed for breaches of this code.”