At this year’s Annual General Meeting, we’re asking staff and community members to consider a Special Resolution.
A Special Resolution is a formal decision made on important issues that require a larger majority to approve than an ordinary resolution.
The Special Resolution contained within the AGM Notice proposes that Navigo’s articles of association be amended to increase the number of directors from 11 to 12. This would enable the number of non-executive directors, or NEDs, to increase from six to seven. The proposed change is contained in the articles of association as it would appear if it were passed at the AGM.
Why are these changes proposed?
The Special Resolution has been put forward because of the expansion of Navigo services, as well as to build in succession planning at CIC Board level.
In addition to sitting on the CIC Board, non-executive directors currently chair eight of its committees:
- Membership Board
- the Mental Health Act Committee
- the Quality and Clinical Governance Committee
- the Safeguarding and Mental Capacity Act Committee
- the Remuneration Committee
- the People and Organisational Development Committee
- the Business Development Committee, and
- the Corporate Governance Committee
Navigo is also a member of two charities: the Gardiner Hill Foundation and Nurtrio Limited. The non-executive directors also chair these charities.
Non-executive directors also visit Navigo sites, ascertaining the views of service users, carers and staff. Visits were reintroduced in 2023 following feedback from staff members. The visits now happen once a month and include Child and Adolescent Mental Health Services, following the transfer of the service to Navigo in April 2023.
The ratio of non-executive directors to executive directors on the CIC Board is 6:5 and if the proposed amendment were adopted and a further non-executive director appointed, this would become 7:5.
Who are the non-executive directors at the moment?
There are currently six non-executive directors who sit on the Navigo CIC Board.
Three of these positions are taken up by membership representatives. These people act on behalf of the members who have elected them. They are:
- Staff membership representative NED (currently Jo Keen)
- Community membership representative NED (currently Pam Callison)
- Black, Asian and Minority Ethnic (BAME) staff membership representative NED (currently Gertrude Wadieh)
In addition to these posts, Andrew Waterhouse and Cathy Kennedy act as independent non-executive directors, providing expertise from their business and NHS backgrounds, respectively.
The final non-executive director is the Chair, Jane Lewington.
How can I place my vote?
This year’s AGM will be held at Grimsby Auditorium on Cromwell Road in Grimsby.
If you’re a community member or staff member, you will be handed a piece of orange card upon registration at reception. Do not misplace this card or hand it to any other person.
The vote on the Special Resolution will take place during the afternoon session of the AGM.
When prompted by the Chair, Jane Lewington, you should raise your orange card to signal whether you agree or disagree with the Special Resolution. If three quarters vote in favour of the proposal, it will pass.
I can’t attend the AGM, but I’m a member. Can I still vote?
While the event will be live streamed, there will be no remote or electronic voting at this year’s AGM.
But if you’re a community or staff member who can’t come along, you can still have your say. You will need to complete a Form of Proxy, which you can request by emailing info.navigo@nhs.net.
To be counted, this form must be completed and returned to Navigo House, 3-7 Brighowgate, Grimsby, DN32 0QE by 1pm on Monday 23 September, 2024.