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Governance
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.