2022 Board nominations

Extract from MOI

“7.4       Appointment, nomination and election of non-executive directors

7.4.1   Subject to 7.2.1 the Board may co-opt and appoint additional Directors to its number between Annual General Meetings. Any casual vacancy occurring on the Board between Annual General Meetings may be filled by the Board if the number of remaining Directors that are at the minimum or above but must be filled by the Board if the number of remaining Directors falls below the minimum.

7.4.2   A Director who has been appointed by the Board in terms of 7.4.1 must stand down at the next Annual General Meeting and may, subject to recommendation by the Board, stand for re-election.

7.4.3   Subject to 7.4.1, vacancies in non-executive Director positions are filled by Member elections at the Annual General Meeting.

7.4.4   Prior to the Annual General Meeting, the Board by notice to Members calls for the nomination of candidates in the manner and in the form prescribed by the Board, provided that only fully paid-up Members shall be entitled to nominate candidates and no individual Member can nominate him or herself. A shortlist of candidates is recommended by a committee appointed by the Board for that purpose for decision by the Board in its sole discretion for recommendation to Members for election at the Annual General Meeting. In determining such shortlist the committee appointed by the Board for that purpose follows due and fair process and takes into account the skills, knowledge, experience and diversity requirements of the Board.

7.4.6 The nomination of candidates by Members is subject to 7.4.4 and no nominations by Members made outside the set process are allowed.

7.4.7   Candidates absent from the Annual General Meeting are not eligible without having rendered prior apologies to the Institute in advance of the meeting together with sound reasons for absence.

7.4.8   The election by Members at the Annual General Meeting is to be conducted by a show of hands or by secret ballot. Each Member present in person or by proxy is entitled to vote in favour of as many candidates as there are vacancies.

7.4.9     A vacancy is filled only if a majority of the voting rights exercised to support the candidate i.e. 50% plus one of the members present at the Annual General Meeting in person or by proxy."