The ERA
Foundation is a Company Limited by Guarantee, details of which
are given in
The Memorandum of Association. The “Guarantors” are the
member companies, with the limit of liability for any member
company being £5.The Foundation’s mode of operation is
governed by
Articles of Association, which can be changed only with the
approval of the Members at a general meeting of the company. The
Foundation is operated by The Board,
which at any time will comprise no fewer than three and no more
than ten directors. The Board meets in formal session at least
five times each year – but more often if needed. Directors are
expected to declare any possible conflict of interest, and
absent themselves from debate in such circumstances. All
meetings are minuted.
Directors are appointed for an initial term of three years,
but, on completion of that initial term, can stand for
re-election at an AGM. Further (exceptional) extensions can only
be permitted by passing a special resolution at a general
meeting of the company. Details of current directors, and their
length of appointment, are given under our
Board.
The Directors appoint one of their number to be Chairman, for
an initial period not exceeding three years. At the expiry of
this term, the Chairman may be appointed for a further term not
exceeding three years. Further (exceptional) extensions can only
be permitted by passing a special resolution at a general
meeting of the company.
Financial issues are scrutinized by an Audit Committee
(currently comprising the full Board). The Foundation’s
financial year runs from 1st October to 30th September, and
fully audited accounts are lodged annually with Companies House.
Directors’ remuneration is recommended by the Remuneration
Committee (currently comprising all Directors other than the
Chairman). The maximum ordinary remuneration of the Directors is
determined annually by the Members at the AGM. Further
remuneration for undertaking additional duties may be paid
subject to approval of the Board after considering any
recommendations from the Remuneration Committee.
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