The following are the key governance points around the appointment of the directors (informed by the Companies Act):
There are 6 director positions - 3 representing Streatham Court and 3 representing Manor Court. This ensures both courts have an equal representation on the board.
The directors choose one to be chair. The chair role is mainly to facilitate meetings, ensuring that the board is kept focussed and effective. The chair's vote will also be the deciding vote in the case of an equally divided board (i.e. if there is a 3-3 split in a normal vote, then the chair will vote an additional time and that will be the decider, and that vote can be opposite to their initial vote). This is to avoid a board becoming ineffective in its decision making.
Appointment of a director is undertaken by the board when there is a current or planned vacancy. Once a candidate has been identified, they will be interviewed by one of the directors, and if both are in agreement the individual will be proposed to the other board members who will agree or disagree with the appointment.
Reappointment of board members will be undertaken at the general meeting each year.
Directors can only be lessees, i.e. shareholders in the freehold company.
Only one director per household can be appointed, to ensure diversity of representation.
Potential board members can put themselves forward at any time by contacting the managing agents, or as part of the general meeting process. The general meeting will not appoint directors, this will be done as per point 3 above.
Directors must act in the best interests of SMG. Being interested in being a director does not equal the right to be a director. There is a need for directors to meet certain behaviours, not least the need to be willing to act for the greater good of the estate and its people (incl. lessees, residents, estate team, managing agents, contractors, etc). As an example, lessees owing arrears (i.e. accumulated unpaid service charge, outside of a standard payment plan for the current year's service charge) cannot become a director until at least 6 months following the clearing of the arrears, and if a sitting director falls into arrears they will likely be asked to step down from their role.
There is no minimum or maximum period of time that a director can sit on the board. However, the expectation is that a director can commit to 2 years.
There is no minimum or maximum period of time that a director has to have lived on the estate to be a director.
There is no requirement that the individual needs to be resident on the estate - they can be a leaseholder and non-resident. However, the expectation, at least at the time of first being appointed, is that they are resident.
The directors are not compensated for their time working for SMG Ltd.
The directors are entitled to the refunding of reasonable expenses incurred as part of their role.
A shareholder wishing to propose a resolution to remove a director must give special notice of their intention to the company (contacting the managing agent). On receipt of this special notice, the board of directors will call a general meeting of the shareholders of the company to consider the proposed resolution. This general meeting will take place no earlier than 28 days from the date the company received the special notice. Notice of the general meeting is then sent to all shareholders and to the director in question. This director may make written representations in response to the proposal to remove them and the managing agent will circulate these representations to the shareholders prior to the meeting. At the meeting itself, the director facing removal is entitled to speak in respect of the resolution and to have any written representations they have made read to the meeting. The resolution to remove the director is passed by a simple majority (i.e. anything over 50%) of those shareholders who are entitled to vote, voting in favour.
The following non-exhaustive list are the key responsibilities of the directors:
Appoint the Managing Agents, and oversee the relationship.
Employer responsibilities for the Estate Team, including, but not limited to, appointing the Estate Manager, and being accountable for the effective running of the Estate team, including ensuring clear objectives are set. Daily management of the Estate Team and Estate Manager is undertaken by the Managing Agents. The Managing Agents also manage payroll and pension provision etc.
Review and approval of the annual budget.
Responsible for strategic decision-making for the estate. Decisions will be informed by Managing Agents and external advice, e.g. through capex reports. Where the cost meets the statutory requirement, all lessees will be asked to ratify the decision and spend.
Responsible for adhering to health and safety legislation, as informed and guided by the Managing Agents.
Ultimate point of escalation for issues that cannot be resolved by Managing Agent or Estate Manager.
Approvers for requests for property alterations and for some aspects of property sales (e.g. reapportioning share holding).
Updating and maintaining SMG website. Moderating SMG Facebook group.
Directors are expected to be able to spend around 3 hours a month as part of their role, with the capacity to do additional hours on an adhoc basis, e.g. to support general meetings, for budget meetings, etc. Directors meet every other month (6 times a year), together with the Managing Agent. Additional adhoc meetings may also be necessary.