Articles of Association
Red Dragon Flagmakers is a registered social enterprise. As a company committed to social values and transparency, we publish here our Articles of Association which are also available at Companies House.
The Companies Act 1985 to 2006
Company Limited by Shares
Articles of Association
Red Dragon Flagmakers Ltd
Index to Articles of Association of Red Dragon Flagmakers Ltd
- Directors’ general authority. 8
- Directors’ duties. 8
- Shareholders’ reserve power. 8
- Directors may delegate. 9
- Committees. 9
- Directors to take decisions collectively. 10
- Unanimous decisions. 10
- Calling a directors’ meeting. 10
- Participation in directors’ meetings. 11
- Quorum for directors’ meetings. 11
- Chairing of directors’ meetings. 11
- Casting vote. 12
- Conflicts of interest. 12
- Records of decisions to be kept. 13
- Directors’ discretion to make further rules. 13
- Methods of appointing directors. 14
- Termination of director’s appointment. 14
- Directors’ remuneration. 14
- Directors’ expenses. 15
- All shares to be fully paid up. 16
- Powers to issue different classes of share. 16
- Company not bound by less than absolute interests. 16
- Share certificates. 16
- Replacement share certificates. 17
- Share transfers. 17
- Transmission of shares. 18
- Exercise of transmittees’ rights. 18
- Transmittees bound by prior notices. 18
- Procedure for declaring dividends. 19
- Payment of dividends and other distributions. 19
- No interest on distributions. 20
- Unclaimed distributions. 20
- Non-cash distributions. 21
- Waiver of distributions. 21
- Attendance and speaking at general meetings. 23
- Quorum for general meetings. 23
- Chairing general meetings. 23
- Attendance and speaking by directors and non-shareholders. 24
- Adjournment. 24
- Voting: general 26
- Errors and disputes. 26
- Poll votes. 26
- Content of proxy notices. 26
- Delivery of proxy notices. 27
- Amendments to resolutions. 27
- Means of communication to be used. 29
- Company seals. 29
- Records and accounts 29
- Provision for employees on cessation of business. 30
In the articles, unless the context requires otherwise—
“articles” means the company’s articles of association;
“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
“chairman” has the meaning given in article 12;
“chairman of the meeting” has the meaning given in article 39;
“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;
“director” means a director of the company, and includes any person occupying the position of director, by whatever name called;
“distribution recipient” has the meaning given in article 31;
“document” includes, unless otherwise specified, any document sent or supplied in electronic form;
“electronic form” has the meaning given in section 1168 of the Companies Act 2006;
“fully paid” in relation to a share, means that the nominal value and any premium to be paid to the company in respect of that share have been paid to the company;
“hard copy form” has the meaning given in section 1168 of the Companies Act 2006;
“holder” in relation to shares means the person whose name is entered in the register of members as the holder of the shares;
“instrument” means a document in hard copy form;
“ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;
“paid” means paid or credited as paid;
“participate”, in relation to a directors’ meeting, has the meaning given in article 10;
“primary social object” means the object of the company as set out in Article 2(1), which for the avoidance of doubt is its primary object;
“proxy notice” has the meaning given in article 45;
“shareholder” means a person who is the holder of a share;
“shares” means shares in the company;
“special resolution” has the meaning given in section 283 of the Companies Act 2006;
“statement of responsible business principles” means the statement of responsible business principles set out in the appendix and incorporated into these Articles;
“subsidiary” has the meaning given in section 1159 of the Companies Act 2006;
“transmittee” means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law; and
“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.
- The company’s object is to carry out such business operations and related activities as will in the opinion of the directors benefit disadvantaged and marginalised people in communities in Wales and the wide United Kingdom and in particular (but not limited to)
- Actively raise awareness of the importance of sustainable employment
- Actively train the skills needed to support sustainable employment in the textile goods manufacturing sector - either with us or another employer
- Work with local communities and support partnership projects and agencies in order to identify and support suitable beneficiaries
- Develop and maintain at least one manufacturing facility and share the business model with other social businesses when deemed appropriate
- Design, develop and produce goods and services with beneficiaries to sell commercially
- Liaise with other suitable external projects, organisations, educators and community organisations to provide mutual support for the above objects and result in a material positive impact on society and the environment, taken as a whole.
- As a result of the advancement by the company of its primary social object, to promote the success of the company for the benefit of its members as a whole.
- The company’s object is to carry out such business operations and related activities as will in the opinion of the directors benefit disadvantaged and marginalised people in communities in Wales and the wide United Kingdom and in particular (but not limited to)
- A director must act in the way he or she considers, in good faith, would be most likely to promote the objects of the company and must not promote any subsidiary object of the company in any way which he or she considers, in good faith, would be likely to undermine the promotion of the primary object of the company.
- In promoting the objects of the company and carrying out their duties, a director shall have regard (amongst other matters) to:
- the likely consequences of any decision in the long term;
- the interests of the company's employees;
- the need to foster the company's business relationships with suppliers, customers and others;
- the impact of the company's operations on the community and the environment;
- the desirability of the company maintaining a reputation for high standards of business conduct; and
- the need to act fairly as between members of the company.
- The duty set out in Article (1) applies including without limitation to any decision to:
- distribute dividends;
- make any other form of distribution;
- approve any transfer of assets to any person during the life of the company; or
- approve any distributions or application of any residual assets, after the satisfaction of any liabilities during any winding up process under the Insolvency Act 1986.
- Nothing in this Article express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the company).
Statement of Responsible Business Principles
- The directors shall seek, in good faith, to ensure that the company carries out its business in accordance with the statement of responsible business principles.
Shareholders’ reserve power
- The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.
- No such special resolution invalidates anything which the directors have done before the passing of the resolution.
- Directors may delegate
as they think fit.
- If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
- The directors may revoke any delegation in whole or alter its terms and conditions.
- Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
- The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.
Directors to take decisions collectively
- The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
- A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
- Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
- References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.
Calling a directors’ meeting
- Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
- Notice of any directors’ meeting must indicate—
- Notice of a directors’ meeting must be given to each director, but need not be in writing.
- Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.
Participation in directors’ meetings
- Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when—
- In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
- If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
Quorum for directors’ meetings
- At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
- The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.
- If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision—
Chairing of directors’ meetings
- The directors may appoint a director to chair their meetings.
- The person so appointed for the time being is known as the chairman.
- The directors may terminate the chairman’s appointment at any time.
- If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.
- If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
- But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
Conflicts of interest
- If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
- But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
This paragraph applies when—
- the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;
- the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
- the director’s conflict of interest arises from a permitted cause.
For the purposes of this article, the following are permitted causes—
- a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries;
- subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and
- arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
- For the purposes of this article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.
- Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
- If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
- Records of decisions to be kept
Methods of appointing directors
- Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director—
- In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.
- For the purposes of paragraph (2), where 2 or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.
- Termination of director’s appointment
A person ceases to be a director as soon as—
- that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
- a bankruptcy order is made against that person;
- a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
- a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
- [paragraph omitted pursuant to The Mental Health (Discrimination) Act 2013]
- notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.
- Directors may undertake any services for the company that the directors decide.
- Directors are entitled to such remuneration as the directors determine—
- Subject to the articles, a director’s remuneration may—
- Unless the directors decide otherwise, directors’ remuneration accrues from day to day.
- Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company’s subsidiaries or of any other body corporate in which the company is interested.
- Directors’ expenses
The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at—
- meetings of directors or committees of directors;
- general meetings; or
- separate meetings of the holders of any class of shares or of debentures of the company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.
- All shares to be fully paid up
Powers to issue different classes of share
- Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution.
- The company may issue shares which are to be redeemed or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.
- Company not bound by less than absolute interests
Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder’s absolute ownership of it and all the rights attaching to it.
- The company must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds.
- Every certificate must specify—
- No certificate may be issued in respect of shares of more than one class.
- If more than one person holds a share, only one certificate may be issued in respect of it.
- Certificates must—
Replacement share certificates
- If a certificate issued in respect of a shareholder’s shares is—
A shareholder exercising the right to be issued with such a replacement certificate—
- may at the same time exercise the right to be issued with a single certificate or separate certificates;
- must return the certificate which is to be replaced to the company if it is damaged or defaced; and
- must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.
- Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.
- No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.
- The company may retain any instrument of transfer which is registered.
- The transferor remains the holder of a share until the transferee’s name is entered in the register of members as holder of it.
- The directors may refuse to register the transfer of a share, and if they do so, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.
Transmission of shares
- If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share.
- A transmittee who produces such evidence of entitlement to shares as the directors may properly require—
- But transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder’s death or bankruptcy or otherwise, unless they become the holders of those shares.
Exercise of transmittees’ rights
- Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish.
- If the transmittee wishes to have a share transferred to another person, the transmittee must execute an instrument of transfer in respect of it.
- Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.
- Transmittees bound by prior notices
If a notice is given to a shareholder in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the shareholder before the transmittee’s name has been entered in the register of members.
Procedure for declaring dividends
- The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.
- A dividend must not be declared unless the directors have made a recommendation as to its amount. When considering whether or not to make any such recommendation, the directors shall take into account the fact that the company has a primary social object. The directors may also consider other factors including any need to make distributions to its shareholders, invest in its products and services and/or retain earnings for future development. The directors shall minute the basis on which any dividend recommendation is considered to advance its objects. Such a dividend must not exceed the amount recommended by the directors.
- No dividend may be declared or paid unless it is in accordance with shareholders’ respective rights.
- Unless the shareholders’ resolution to declare or directors’ decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each shareholder’s holding of shares on the date of the resolution or decision to declare or pay it.
- If the company’s share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.
- The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.
- If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.
Payment of dividends and other distributions
Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means—
- transfer to a bank or building society account specified by the distribution recipient either in writing or as the directors may otherwise decide;
- sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient’s registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors may otherwise decide;
- sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide; or
- any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.
- In the articles, “the distribution recipient” means, in respect of a share in respect of which a dividend or other sum is payable—
- Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means—
The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by—
- the terms on which the share was issued; or
- the provisions of another agreement between the holder of that share and the company.
- All dividends or other sums which are—
- The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it.
the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.
- Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company). When considering whether or not to make any such recommendation, the directors shall take into account the fact that the company has a primary social object. The directors may also consider other factors including any need to make distributions to its shareholders, invest in its products and services and/or retain earnings for future development. The directors shall minute the basis on which any dividend recommendation is considered to advance its objects.
- For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution—
Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the company notice in writing to that effect, but if—
- the share has more than one holder; or
- more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,
the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.
Authority to capitalise and appropriation of capitalised sums
Subject to the articles, the directors may, if they are so authorised by an ordinary resolution—
- decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company’s share premium account or capital redemption reserve; and
- appropriate any sum which they so decide to capitalise (a “capitalised sum”) to the persons who would have been entitled to it if it were distributed by way of dividend (the “persons entitled”) and in the same proportions.
- Capitalised sums must be applied—
- Any capitalised sum may be applied in paying up new shares of a nominal amount equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.
- A capitalised sum which was appropriated from profits available for distribution may be applied in paying up new debentures of the company which are then allotted credited as fully paid to the persons entitled or as they may direct.
Subject to the articles the directors may—
- apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another;
- make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments); and
- authorise any person to enter into an agreement with the company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.
- Subject to the articles, the directors may, if they are so authorised by an ordinary resolution—
Attendance and speaking at general meetings
- A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
- A person is able to exercise the right to vote at a general meeting when—
- The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
- In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
- Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
- Quorum for general meetings
No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.
Chairing general meetings
- If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
- If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start—
- The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”.
- Attendance and speaking by directors and non-shareholders
to attend and speak at a general meeting.
- If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
- The chairman of the meeting may adjourn a general meeting at which a quorum is present if—
- The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
- When adjourning a general meeting, the chairman of the meeting must—
- If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given)—
- No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.
A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.
Errors and disputes
- No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
- Any such objection must be referred to the chairman of the meeting, whose decision is final.
- A poll on a resolution may be demanded—
- A poll may be demanded by—
- A demand for a poll may be withdrawn if—
- Polls must be taken immediately and in such manner as the chairman of the meeting directs.
Content of proxy notices
Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which—
- states the name and address of the shareholder appointing the proxy;
- identifies the person appointed to be that shareholder’s proxy and the general meeting in relation to which that person is appointed;
- is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine; and
- is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
- The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
- Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
- Unless a proxy notice indicates otherwise, it must be treated as—
- Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which—
Delivery of proxy notices
- A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
- An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
- A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
- If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.
Amendments to resolutions
An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if—
- notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine); and
- the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
- A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if—
- If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.
- An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if—
Means of communication to be used
- Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.
- (Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
- A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.
- Any common seal may only be used by the authority of the directors.
- The directors may decide by what means and in what form any common seal is to be used.
- Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
- For the purposes of this article, an authorised person is—
Records and accounts
- The objects of the company and its statement of responsible business principles shall be published in its annual report and, if the company has a website, in a prominent place on its website.
- In its annual report, the directors shall also explain how the business of the company has been carried out in accordance with the company’s responsible business principles.
- Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company’s accounting or other records or documents merely by virtue of being a shareholder.
- The directors of the company shall, for each financial year of the company, prepare and circulate to its members an impact report which shall contain such detail as is necessary to enable the members to have an understanding of the way in which the company has promoted its objects and, through its business and operations, sought to have a material positive impact on society and the environment, taken as a whole. The impact report shall contain a balanced and comprehensive analysis which is set out in a manner proportionate to the size and complexity of the business.
- The company may choose to publish the impact report as part of its annual report. In particular, if the company is required to prepare a strategic report under the Companies Act 2006, the company may choose to publish the impact report as part of its strategic report and in accordance with the requirements applying to the strategic report.
- Provision for employees on cessation of business
The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.
Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company’s assets against—
- any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company;
- any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006);
- any other liability incurred by that director as an officer of the company or an associated company.
- This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
- In this article—
- Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company’s assets against—
- The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
In this article—
- a “relevant director” means any director or former director of the company or an associated company;
- a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company; and
- companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
- the company is wound up under the Insolvency Act 1986; and
- all its liabilities have been satisfied,
the directors shall, taking into account the objects of the company, recommend to the members how any residual assets shall be distributed. The directors shall, in particular, consider whether it would be best given the objects of the company for a majority of such assets not to be paid to or distributed among the members of the company but to be given or transferred to a not for profit institution(s) having objects reasonably similar to the primary social object of the company, such institution(s) to be recommended by the directors and determined by the members or, in the absence of any such decision, as determined by the directors.
STATEMENT OF RESPONSIBLE BUSINESS PRINCIPLES
The company commits to follow the five principles of a purpose driven business developed by Blueprint for Better Business as set out below:
Has a purpose which delivers long term sustainable performance
- Operates true to a purpose that serves society, respects the dignity of people and so generates a fair return for responsible investors.
- Enables and welcomes public scrutiny of the alignment between stated purpose and actual performance.
Honest and fair with customers and suppliers
- Seeks to build lasting relationships with customers and suppliers.
- Deals honestly with customers, providing good and safe products and services.
- Treats suppliers fairly, pays promptly what it owes and expects its suppliers to do the same.
- Openly shares its knowledge to enable customers and suppliers to make better informed choices.
A responsible and responsive employer
- Treats everyone with dignity and provides fair pay for all.
- Enables and welcomes constructive dialogue about its behaviour in keeping true to its purpose.
- Fosters innovation, leadership and personal accountability.
- Protects and nurtures all who work for it to ensure people also learn, contribute and thrive.
A good citizen
- Considers each person affected by its decisions as if he or she were a member of each decision-maker’s own community.
- Seeks and provides access to opportunities for less privileged people.
- Makes a full and fair contribution to society by structuring its business and operations to pay promptly all taxes that are properly due.
A guardian for future generations
- Honours its duty to protect the natural world and conserve finite resources.
- Contributes knowledge and experience to promote better regulation for the benefit of society as a while rather than protecting self-interest.
- Invests in developing skills, knowledge and understanding in wider society to encourage informed citizenship.