A person wishing to become a member must be:
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already connected[1] with TWP and therefore entitled to be offered shares.
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become the holder of shares in TWP.
Admission to membership
Any person who holds shares in TWP shall be admitted to membership.
Members Register
Shareholders details entered into the members register as per the Companies Act 2006, Section 113
The register is kept available for inspection at TWPs registered offices.
[1] ‘Already connected’ is described in Companies Act 2006, Section 756(5)
Collective powers
The powers afforded to the collective membership can be found here
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already connected[1] with TWP and therefore entitled to be offered shares.
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become the holder of shares in TWP.
Individual powers
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if the shares they hold are fully paid, a member is entitled to vote at general meetings.
Collaborative powers
If at least:
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5% of the members request it, the directors are required to call a general meeting at TWPs expense.
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5% of the members request it, a resolution must be circulated as a written resolution. The costs of circulating the resolution are paid by the requesting members and TWP or any other aggrieved person may apply to court for the circulation to be stopped where it is believed this right is being abused.
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5% or 100 members (with £100 paid up average per member), can require the circulation of a statement of not more than 1,000 words with respect to a resolution or any other business. The members need not pay the expenses of circulation if the requests relate to an AGM or are received before the end of the financial year preceding the meeting. TWP or any other aggrieved person may apply to court for the circulation to be stopped where it is believed this right is being abused.
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2 members, or 10% of eligible voting members or members holding shares the paid up value of which aggregates 10% of the paid up capital can demand a poll.
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5% or 100 members (with £100 paid up average per member), can require directors to obtain an independent report on a poll.
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10% of the members or members representing at least 10% of the value of TWPs issued share capital can require an audit of the accounts – on condition the notice is received by TWP before the financial year to be audited and no later than one month before the end of that year.
Individual rights
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Copies of constitutional documents [1] as outlined in Companies Act 2006, Section 32
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Inspect and receive copies [2] of the members register.
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A single copy of the last annual accounts, last strategic report, last directors report and the auditors report on the last accounts.
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Inspect and request a copy of a directors service contract. TWP has the right to charge a fee for this and must provide a copy of the contract within seven days of the request date.
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If the right is conferred by statute, then the member may inspect any accounting records, book, or document of TWP.
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To receive notice of and invitation to attend all general meetings.
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In the event there are insufficient members in the UK to call a general meeting, to call a general meeting.
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o propose a person to the members for appointment at a general meeting. Notice must be given to TWP between 14 and 35 days prior to a general meeting, and must include the particulars which would, on appointment, be required to be included into TWPs register of directors and enclose a statement of willingness from the proposed person.
[1] Articles issued by the company must include the documents stated in Companies Act 2006, Section 36
[2] Company must respond in line with Companies Act 2006, Section 117 & Section 120 . Sole members firms are entered as per Companies Act 2006, Section 123
Details on how to appoint a proxy can be found in the 'Strategic Framework' Sectionunder the 'terms of reference and 'delegation' tabs.
There are currently no provisions or agreements in place regarding the sale of shares in TWP. Retirement as a member can only be achieved by way of being able to transfer your shares to another eligible person and the transfer will require approval by the board of directors (see ‘Share Transfer’ in the 'Ownership' section).
If you cease to be a shareholder, there is currently no requirement to resign your office, and vice versa.
TWP must have at least one director and at least one must be a natural person. The minimum number of directors can be increased by ordinary resolution (majority vote of the members at a general meeting).
The overall responsibilities, fiduciary duties and main duties of a director are outlined in TWPs Board Terms of Reference. A copy of this is provided on appointment as a director.
To this end, TWP may consider both executive and non-executive directors for inclusion within the board.[1]
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Executive Directors – are responsible for the day-to-day management of TWP. They are mostly employees[2], but even if they aren’t, they are generally taxed as employees.
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Non-Executive Directors - challenge and develop strategy, develop policy, manage financial controls and risk18 and oversees the activities of the executive directors and board as a whole[3]. NEDs aren’t employees of TWP.
Throughout this Governance Handbook, any reference to ‘director’ shall also include shadow directors as defined by Section 251 of Companies Act 2006 and de facto directors as defined in paragraph 41 of Re UKLI Ltd Secretary of State for Business, Innovation and Skills v Chohan and others [2013] EWHC 680 Ch.
At times references are made to ‘persons connected with a director’, the definition for this can be found in sections 252 to 254 of Companies Act 2006.
[1] Principle G - UK Corporate Governance Code, Page 6 (Financial Reporting Council)
[2] The critical differences between directors and non-directors (The Corporate Governance Institute)
[3] Principle H - UK Corporate Governance Code, Page 6 (Financial Reporting Council)
Subject to the provisions of the Companies Act 2006, TWPs Memorandum of Association and Articles of Association, and to any directions given by special resolution, the business of TWP is managed collectively by the directors.
Any alteration made to the Articles or Memorandum of Association shall not invalidate any prior act made by the directors, if that act was valid if the alteration or direction had not been made. Nor should the articles be altered to award any special powers to directors which limit the directors powers.
Collective Powers
The powers afforded to the board of directors are outlined in the Board Terms of Reference.
Individual powers
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call a meeting of the directors
Individual rights
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to vote at directors meetings.
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inspection of accounting records.
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to call all types of general meeting when there are no other directors in the UK.
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to receive notice of, attend and speak at any general meeting or separate meeting of holders of any class of share, even if they are not a member.
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to appoint and remove from office, any other willing director or board appointed person, as an alternate director (except for another alternate director).
To appoint or remove an alternative, a director shall notify TWP, in writing, at its registered address.
Subject to any FCA requirements, an alternative director will have the same rights and powers as the absent appointing director, but they won’t receive any remuneration. The alternate shall be responsible for his own actions, he is not considered an agent for the appointing director.
If the appointing director ceases to be director, then the alternate director shall cease to be an alternate director. If the appointing director is reappointed at the same meeting in which he retires, then the alternate shall continue.
If you cease to be a director, there is currently no requirement to sell your shareholding, and vice versa.
Retirement
Directors aren’t required to retire by rotation.
Resignation
A director may resign at any point during their term by giving notice in writing.
On resignation, a non-executive director should provide a written statement to the chair, for circulation to the board, if they have any concerns about the operations of the board or management of TWP[1].
Disqualification and removal
A director shall cease to hold office:
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by virtue of any provision Companies Act 2006, or is prohibited by law.
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becomes bankrupt or makes any arrangement or composition with his creditors generally.
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is admitted to hospital under The Mental health Act 1983; or a court order is issued for their detention or appointing a person to manage their own affairs.
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is absent without permission of the directors from all meetings held within a six month period, and the board resolves that their director’s office be vacated.
A director can be removed before the expiration of their period of office by ordinary resolution. They have the right to protest against removal.
Offboarding
The director vacating office or FCA approved function shall:
[1] IoD Corporate Governance Guidance and Principles for Unlisted Companies in the UK 2018, page 5
Recommend
The directors (at a directors meeting or by written resolution) shall resolve as to whether they recommend a new candidate for appointment and approve one of their number to sign the contract on behalf of TWP.
An appointment cannot take place until this step has been completed.
To be eligible for appointment as director, a candidate must:
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be willing to be appointed director
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be age 16 or over, unless an exception has been granted by the Secretary of State.
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be willing to act in accordance with in Financial Services and Markets Act 2000, Part V.
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be willing to act in accordance with FCA's Statements of Principle and Code of Practice for Approved Persons (APER) and Code of Conduct Sourcebook.
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be honest and have the skills, knowledge and expertise necessary for the discharge of the responsibilities allocated to them.
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be of sufficiently good repute and of such experience as to ensure the sound management of TWP.
Executive Director
The IoD believe that full-time executive directors should not take on another significant role or more than one non-executive directorship in a FTSE 100 company.
Non-Executive Director
A non-executive director should be independent. To be considered independent, a candidate shouldn’t:[1]
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be or have been an employee of TWP in the last five years.
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have or had a material business relationship with TWP, either directly or as partner, shareholder, director or of a body that has such a relationship with TWP.
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receive or have received additional remuneration from TWP apart from a director’s fee, participates in TWP’s share option or a performance-related pay scheme, or is a member of TWP’s pension scheme.
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have close family ties with any of TWP’s advisers, directors or senior employees.
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hold cross-directorships or have significant links with other directors through involvement in other companies or bodies.
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represent a significant shareholder.
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has served on the board for more than nine years from the date of their first appointment.
Where a candidate cannot meet any of these, then a clear explanation of why the candidate has been selected must be given and recorded in the minutes of the appointment meeting.
[1] IoD Corporate Governance Guidance and Principles for Unlisted Companies in the UK 2018, page 7
Directors are generally appointed by the members at a General Meeting. This is usually done at the AGM, but an Extraordinary General Meeting may also be called for the purpose.
In the event the appointment follows the death of a sole director who is also sole member, then their personal representatives shall have the power to make the appointment, after they have served notice of the directors death to TWPs registered office [Article 16]
Current appointment process:[1]
Recommend
The directors (at a directors meeting or by written resolution) shall resolve as to whether they recommend a new candidate for appointment and approve one of their number to sign the contract on behalf of TWP.
An appointment cannot take place until this step has been completed.
Notice
The members to be provided with the details of the new candidates (the details which shall be recorded in the register 14-35 days before the meeting at which the appointment is to be made.
Appointment
A vote takes place either at a general meeting of the members or by written resolution from them [Article 13(b)], or in the case of a sole member in writing.
TWP Signs Contract
If the resolution was passed, the appointed directors contract is signed by TWP (director approved at recommendation stage).
Candidate Signs Contract
Unless the applicant is also a sole member and the contract has been recorded in a memorandum or minutes of a directors meeting.
Candidate returns one copy of the signed contract which shall be retained at TWPs registered office for inspection.
Update Registers
TWPs register of directors shall be updated, along with the Companies House Register and FCA Register. The notice of willingness shall be retained with TWPs register.
Confirm
Appointment confirmed to the new director, enclosing the second signed copy of their contract
Access to Information
The board shall ensure the new director shall have access to all the information and material that they could reasonably expect to have to perform their responsibilities
Ongoing Commitment
Continually keep updated their skills, and obtain the knowledge (including understanding their legal and moral responsibilities) and familiarity with TWP required to fulfil their role on the board. TWP encourage professional training that specifically enhances their functioning as company directors.
Each year, all directors will be required to undergo an assessment of fitness and propriety.
Directors must disclose to the board of directors, in writing and as soon as practicable or at a time otherwise stated, any of the following:
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Changes to the details held about them in TWPs Register of Directors either before or on the date the changes occur.
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If they have an interest in an existing transaction or arrangement, in writing or at a meeting of the directors. A sole director must make the declaration in writing.
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Conflicts of Interest
[1] Principle J - UK Corporate Governance Code, Page 8 (Financial Reporting Council)
The criteria used to identify the skills the board wishes to seek out shall be guided by the strategy for succession put in place by the board of directors.
Current recruitment process:
Advertise
Open advertising and/or an external search consultancy should generally be used for the appointment of a chair and non-executive director.
Application
TWP will obtain evidence of knowledge, competence[1] and details of other significant commitments along with the time involved.[2]
Interview
With the board of directors.[2]
Invitation
Candidate invited to undergo pre-appointment checks and FCA approval.
Confirm
The candidate confirms their willingness by completing and returning a notice form to that effect.
Pre-Appointment
Criminal records check, references and any other pre-appointment checks necessary.
Fitness & Propriety Assessment
As per the requirements laid out in the ‘Fit & Proper test for employees and senior personnel’ sourcebook
Contract Approval
by vote of the members at a general meeting or by written resolution. Where the potential director is also a sole member, their contract can be recorded in a memorandum or in the minutes of the first directors meeting after the contract has been made
FCA Approval
Apply for FCA approval - as per Section 59 of the Financial Services and Markets Act 2000 the firm cannot allow a director to carry out his duties without approval. The application will also require a statement of responsibilities.
The directors are entitled to remuneration and it will accrue from day-to-day [Table A, Regulation 82]. Currently, the directors put their proposals to the members who approve changes by ordinary resolution.
Expenses
A director shall be indemnified out of the assets of TWP against all losses or liabilities they may sustain or incur in the execution of, or in relation to their duties of their office.
Directors may receive reasonable travelling, hotel and other expenses properly incurred in connection with their attendance at meetings of directors or committees of directors or general meetings or otherwise in connection with the discharge of their duties
Extent of Liability
A director is liable for:
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anything they are party to which is found to be any negligent or puts them in default, breach of duty or breach of trust.
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for any loss the holders of preferred rights shares incur by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights, if they have not acted in good faith.
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In the event the firm fails without sufficient funds to pay liquidation costs, those costs.
Indemnity against Liability
TWP can indemnify a director against the liabilities above, only by way of:
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provision of insurance.
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qualifying third party indemnity provision.
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qualifying pension scheme indemnity provision.
TWP will keep at its registered office and available for inspection, a copy of the qualifying provision (or memorandum outlining the details of it). notice of the qualifying provision (and any changes to it) will also be given to the registrar.
A director is indemnified out of the assets of the TWP if they are acquitted or judgement is given in their favour, or they are granted relief by the court from any negligence, default, breach of duty or breach of trust, whether in criminal or civil proceedings. This shall not affect any proceedings resulting in a breach of [#][1]
[1] This replaces Companies Act 1985, Section 310
TWPs key stakeholders are as follows, along with the responsibilities of the board towards them:
Clients – past, present and future
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Through persistent focus on quality and commitment, maintains and develops TWPs reputation for a consistent standard of excellence in its advice for clients and assurance for investors.
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Supports the combining of the best thinking from internal and external skill sets to bring clients our collective insights and innovative ideas.
Shareholders (members) – present and future
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Protects, grows and equitably distributes the financial value of TWP for its members, consistent with its Purpose and Values.
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Engages and communicates with members so their issues are understood, addressed and they are kept informed.[1]
Colleagues – past, present and future
Oversees the management of colleagues by:
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Supporting and championing the creation of an environment where people bring their whole selves to work in the knowledge they are treated and rewarded fairly.
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Ensures there are engagement mechanisms in place and under review using a combination of (a) a director appointed from the workforce (b) a formal workforce advisory panel (c) a designated non-executive.
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Ensuring there is a means by which the workforce can raise concerns in confidence anonymously (if they wish); that they review the reports made; and that arrangements are in place for proportionate and independent investigation of such matters and for follow up action.[2]
Regulators and Government
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Sets and monitors high standards for quality, independence and responsible business practices that meet or exceed regulatory requirements.
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Is open and honest in communicating to the FCA on any matter they should be informed of.
Wider community
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Ensures that TWP’s strategy, actions and decisions uphold public interest obligations, build public trust and reinforce our reputation as a responsible business that reflects and supports the community and profession in which we operate.
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Positively promotes FCA initiatives and keeps the public informed of the services and information available to them.
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Aiming to establish TWP as an inspiration for successful, sustainable, ethical business
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Ensures fair and trusted business relationships with all suppliers/contractors/professional connections are maintained.
[1] Principle D - UK Corporate Governance Code, Page 4 (Financial Reporting Council)
[2] Principle E - UK Corporate Governance Code, Page 4 (Financial Reporting Council)