| Results of the 17 December 2007 Extraordinary General Meeting |
ICGN’s Extraordinary General Meeting held on 17th December considered three resolutions, the votes for which are set out below: |
1. To approve by special resolution "We hereby RESOLVE to adopt the Memorandum and Articles of Association of the International Corporate Governance Network as laid before this meeting." |
Votes
in favour |
Votes
against |
Votes
withheld |
Votes
spoiled |
Total votes
cast |
%
in favour |
116 |
2 |
1 |
1 |
120 |
96.67% |
2. To approve by special resolution "We RESOLVE that the aforesaid Memorandum and Articles of Association should form the Memorandum and Articles of Association for the soon to be incorporated company limited by guarantee under English law, as ICGN Limited.” |
Votes
in favour |
Votes
against |
Votes
withheld |
Votes
spoiled |
Total votes
cast |
%
in favour |
116 |
2 |
1 |
1 |
120 |
96.67% |
| 3. To approve by special resolution “We RESOLVE to consent to the transfer of all the assets and liabilities of the International Corporate Governance Network subject to the receipt of an appropriate indemnity in respect of discharging those liabilities to ICGN Limited on a date to be determined by the Governors of the International Corporate Governance Network. We further authorise the Governors of the International Corporate Governance Network to settle the terms of such transfer of assets and liabilities and for them to delegate to any two of their members the power to negotiate and agree the terms of such transfer.” |
Votes
in favour |
Votes
against |
Votes
withheld |
Votes
spoiled |
Total votes
cast |
%
in favour |
116 |
1 |
1 |
2 |
120 |
96.67% |
|
This means that ICGN can proceed to transform into a company limited by guarantee, limiting the liability of individual members to one pound sterling and forming the basis for an application to acquire charitable status which will reduce the ICGN's tax liability as well as that of those who make donations to the ICGN. Work has already started work on formation of the new company, and once that is done, the ICGN will apply for charitable status. |
This is an important milestone in the development of the ICGN and the Board is grateful to all those who took time to vote. This was the Members' decision and it puts the ICGN in a much stronger position going forward. The Chairman, on behalf of the ICGN, publicly wants to thank all those involved in the Secretariat, the ICGN's legal advisers, Weil, Gotshal & Manges and Bates, Wells & Braithwaite and Leo Goldschmidt, Chairman of the Bylaws and Procedures Committee, for the hard work they put into preparing the meeting. |
