Decision details

That NYC, acting as Shareholder/owner of Brimhams Active Limited (the “Company”), has approved the appointment of the following directors to the Company:
• Nigel McCloy as a Council Director; and
• David Watson as a Non-Executive Director.

Due to the Company being a “teckal” compliant company, the Company’s articles of association includes various reserved matters, which are decisions that must be taken by the Company’s shareholder. As NYC is the sole member of the Company, NYC’s approval was required to enable the Company to appoint new directors. In particular Reserved Matter 18 within the Company’s articles of association requires shareholder approval for “the appointment and removal of any director.” Director appointments are also specifically delegated to the Shareholder Representative under the Shareholder Committee terms of reference.

The appointment of the Council Director (Nigel McCloy) will assist in maintaining teckal compliance of the Company and is required in accordance with the Company’s articles of association.

The appointment of the Non-Executive Director (David Watson) will bring expertise and independent challenge to the board of directors.

The following options were considered and rejected:

• Appointment of alternative Council Director – Nigel McCloy took part in a recruitment procedure and was deemed a suitable appointment to the board due to his expertise. Therefore, this option was rejected.

• Not appointing a Council Director – this was rejected because it is necessary to ensure the Council maintains overall control of the Company in compliance with the “teckal” exemption.

• Appointment of an alternative Non-Executive Director – David Watson took part in a recruitment procedure and was deemed a suitable appointment to the board due to his expertise. Therefore, this option was rejected.

• Not appointing a Non-Executive Director –This option was rejected as it was considered additional expertise was needed for the Board to ensure progress and support of the company going forwards.