RAIL SAFETY AND STANDARDS BOARD LIMITED
(‘the Company’)
MINUTES OF THE EXTRAORDINARY GENERAL MEETING HELD AT:
Block Two, Angel Square, 1 Torrens Street, London, EC1V 1NY on
Thursday 13 February 2014 at 10:00am.
PRESENT:
Paul Thomas (Chairman)
Len Porter (Chief Executive)
Chris Fenton (Chief Executive Designate)
Anson Jack (Deputy Chief Executive)
Harriet Huband (Network Rail)
Ian Smith (East Midlands Trains Ltd)
IN ATTENDANCE:
Elizabeth Fleming (Company Secretary)
Jon Grayson (RSSB)
Michael Fiorenza (RSSB)
Graeme Mitchell (UHY Hacker Young LLP)
1. The Chairman confirmed that the meeting was quorate and Network Rail
Infrastructure Limited was present.
2. The Chairman confirmed that the Notice of Extraordinary General Meeting could
be taken as read.
3. The Chairman of the Company confirmed that he would chair the Meeting.
4. The Chairman proposed:
“that amendments to the Constitution Agreement, in the form as circulated
to members in consultation on 14 November 2013, copies of which were
produced to the meeting and initialled by the Chairman for identification
purposes, be and are hereby approved and shall take effect on a date to be
advised to members which shall not be less than 21 days from the date the
Company notifies its members that the Office of Rail Regulation (“ORR”)
has approved such amendments.
NB: It is planned that the new form of the Constitution Agreement will take
effect on 1 April 2014”.
The resolution was put to the meeting in accordance with the voting
provisions of the Company’s constitution and declared carried.
5. The Chairman proposed:
“(as a special resolution) that amendments to the Company’s articles of
association, in the form as circulated to members in consultation on 14
November 2013, copies of which were produced to the meeting and
initialled by the Chairman for identification purposes, be and are hereby
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RSSB EGM: 13/02/2014
approved and shall take effect on a date to be advised to members which
will not be less than 21 days from the date the Company notifies its
members that the ORR has approved such amendments.
NB: It is planned that the new form of the Articles of Association will take
effect on 1 April 2014”.
The resolution was put to the meeting in accordance with the voting
provisions of the Company’s constitution and declared carried.
6. The Chairman proposed:
“that Alan Emery be re-appointed as non-industry, non-executive director
of the Company for a term of three years such re-appointment having an
effective date of 1 April 2014 and expiring on 31 March 2017”.
The resolution was put to the meeting in accordance with the voting
provisions of the Company’s constitution and declared carried.
7. The Chairman vacated the chair and handed over to the Chief Executive whom
the RSSB board had appointed to chair the meeting whilst the following resolution
was put to members.
8. The Chief Executive proposed:
“that Paul Thomas’ appointment as a non-industry, non-executive director
of the Company be extended by a year such extension having an effective
date of 1 April 2014 and expiring on 31 March 2015”.
The resolution was put to the meeting in accordance with the voting
provisions of the Company’s constitution and declared carried.
9. There being no further business the meeting was closed.
…………………
Chairman of Rail Safety and Standards Board Limited
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