States of Jersey Development Company: 2020 Annual General Meeting: Voting instructions

Information about the publication of Ministerial Decisions

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A decision made on 29 May 2020

Decision Reference: MD-TR-2020-0062
Decision Summary Title:	Report and Proposition for changes to the board of Directors and Articles of Association of SoJDC.		Date of Decision Summary:	27th May 2020
Decision Summary Author:	Head of Shareholder Relations		Decision Summary: Public or Exempt?	Public
Type of Report: Oral or Written?	Written		Person Giving Oral Report:	N/A
Written Report Title:	Report and Proposition for changes to the board of Directors and Articles of Association of SoJDC.		Date of Written Report:	27th May 2020
Written Report Author:	Head of Shareholder Relations		Written Report : Public or Exempt?	Public
Subject: Report and Proposition recommending to the States Assembly changes to the board of Directors and Articles of Association of The States of Jersey Development Company (“SoJDC”)
Decision(s): The Minister for Treasury and Resources decided to lodge “au Greffe” a Report and Proposition recommending to the States Assembly changes to the board of Directors and Articles of Association of SoJDC.
Reason(s) for decision: Article 23 of the SoJDC Articles of Association states that the Board shall comprise the Chairman, the Managing Director, the Finance Director, the Ministerial Appointee, and three States Appointees (in addition to the Chairman). Article 29, allows the appointment of Non-Executive Directors for a fixed period of three years duration, subject to Articles 30 and 32 which cover events for the retirement and termination of Non-executive Directors. Article 30(a) requires that States Appointed Non-Executive Directors should be appointed by the States on the recommendation of the Minister for Treasury and Resources and that the appointment shall take effect upon delivery to the office of notice in writing to that effect executed in accordance with Article 21(b) of the Memorandum and Articles of Association. The Chairman retires as a director on 19 June 2020 and is not seeking an extension of her term. A replacement Chairman is therefore required along with the appointment of a new non-executive director to comply with the Articles of Association of the Company. Two of the current appointed Non-Executive Directors will reach the end of their final three year terms in May 2021 and July 2021 and it is proposed that their appointments be extended to a maximum of December 2022 and December 2023 respectively to assist with continuity of operations and succession planning. The proposed amendments to the Articles of Association of the Company will provide the Board of SoJDC with flexibility and will assist with future succession planning and board diversity.
Resource Implications: The remuneration level for the Non-Executive Chairman of SoJDC is £40,000 for a minimum 24 days’ commitment per annum. This remuneration level was set in 2011 and has not been subsequently changed. The remuneration for a Non-Executive Director of SoJDC is £22,000 for a minimum 15 days’ commitment per annum. This remuneration level was set in 2018 and has not been subsequently changed. The cost of remuneration will be borne by SoJDC and not by the States of Jersey. There are therefore no financial or manpower implications for the States.
Action required: The Head of Financial Governance to notify the Head of Shareholder Relations that the decision has been approved. The Head of Shareholder Relations to inform the Managing Director of SoJDC that this decision has been approved and the Greffier of the States to be requested to arrange for the Proposition to be lodged and debated at the earliest possible date.
Signature:		Position: Deputy S J Pinel, Minister for Treasury and Resources
Date Signed:		Date of Decision: