LINX started its review of its governance processes by commissioning KPMG to produce a thorough report and proposals in 2014. This was presented to the LINX membership and taken forward by the then Chairman, Steve Wright. The first major development was the recruitment of an independent Chairman, Murray Steele, in 2015.
Murray has since built on the KPMG report and his experience, and has developed with the LINX Board a set of changes which the Board believe will improve the company’s governance. These were consulted on at the LINX95 members’ conference, and following a positive reception, we have been working on the detail to be presented as a single, all-encompassing, resolution at an Extraordinary General Meeting at LINX96 in February 2017.
A document summarising the changes is available at www.linx.net/governance2017
A background document to the stages leading up to this review is also available at www.linx.net/governance-journey
We found that there were a small number of areas where over the years LINX’s practice did not follow the detail specified in the M&A. These are noted in this document. None are significant, and this has been verified by our legal adviser.
The summary document repeats the overview of changes consulted on at LINX95 and presents the detail of how these will be implemented as changes to LINX’s governance document, its Memorandum and Articles of Association (the “M&A”). Each section lists the clauses affected and expands on those clauses that have significant changes.
In addition, there is a document which sets out the proposed M&A in its entirety and a document which gives an article by article comparison of the old and new M&As together with notes highlighting every change.
Summary of LINX's 2017 proposed governance changes - www.linx.net/governance2017
Proposed M&A, version 17.01, in its entirety - www.linx.net/manda-17-01
Comparison of current and proposed M&A - www.linx.net/manda-changes2017
If you need any further information, please do contact LINX's Member Relations department.
These are important changes, and as a member governed organisation, LINX needs its members' approval to put them into practice. This will be carried out by a formal members' resolution at an EGM to be held at LINX96 in February. The resolution will simply say:
THAT the document known as LINXMandA-17-01 exhibited at the meeting and also available on the LINX website at www.linx.net/manda-17-01 be adopted as the LINX Memorandum and Articles of Association.
The Board of LINX encourages every member to vote in favour of the resolution. Voting packs will be sent by post and emailed to all members entitled to vote within the next few weeks.