Notice is hereby given that the One Hundred and Sixteenth Annual General Meeting (AGM) of The Medical and Dental Defence Union of Scotland (known as MDDUS) will be held at Mackintosh House, 120 Blythswood Street, Glasgow, on Friday 6 September 2019 at 12.45pm for the following purposes:
Special Resolution
Articles of Association (i.e. a resolution passed by a majority of not less than 75%)
1. To approve and adopt the draft Articles of Association presented to this meeting as the Articles of Association of MDDUS, in substitution for, and to the exclusion of, all existing Articles of Association.
Ordinary Resolutions (i.e. resolutions passed by a simple majority)
Annual Report and Accounts
2. To receive and consider the Annual Report and Accounts for the year ending 31 December 2018.
Board appointments
3.To re-appoint Mr Jim Black who retires at this time under Regulation 15(10) and offers himself for re-appointment for a term of office of four years as a Member of the Board.
4. To re-appoint Ms Margaret McPhail who retires at this time under Regulation 15(10) and offers herself for re-appointment for a term of office of four years as a Member of the Board.
5. To re-appoint Prof. Nairn Wilson who retires at this time under Regulation 15(10) and offers himself for re-appointment for a term of office of one year as a Member of the Board.
6. To re-appoint Dr Jonathan Berry who retires at this time under Regulation 15(10) and, as the Board intends to re-appoint him as Chair under Regulation 15(12), offers himself for re-appointment for a term of office of two years as a Member of the Board.
Auditor
4. To re-appoint BDO LLP, Chartered Accountants, as auditor.
5. To authorise the Board to fix the remuneration of the auditor.
Dated this day 21 August 2019
By order of the Board
Mr Chris Kenny
Chief Executive and Secretary
NOTES
1. A Member entitled to attend and vote at the AGM convened by the foregoing Notice is entitled to appoint a proxy to attend and vote in the Member’s place. A proxy need not be a Member of MDDUS. An instrument of proxy must, together with any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Board, be deposited at MDDUS, c/o The Secretary, Mackintosh House, 120 Blythswood Street, Glasgow G2 4EA by Wednesday 4 September 2019 at 12 noon.
2. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.
3. Information about the candidates for re-appointment (as held in the Register of Directors):
Mr Jim Black. Service address: c/o MDDUS. Resident: UK. Nationality: British. Occupation: Actuary. Date of birth: July 1964.
The Board recommends the re-appointment of Mr Black to continue his contributions at the Board as Vice-Chair and as a recent financial services professional, as Chair of the Investment Committee and as a member of the Governance and Nominations Committee (GNC) and the Actuarial Reserving Group (ARG).
Ms Margaret McPhail. Service address: c/o MDDUS. Resident: Scotland. Nationality: British. Occupation: Non- Executive Director. Date of birth: July 1957.
The Board recommends the re-appointment of Ms McPhail to continue her contributions at the Board as an experienced non-executive director (NED) and a recent financial services professional, as Chair of the Audit and Risk Committee (ARC) and as a member of the Remuneration Committee (RemCo), the ARG and the Membership Renewal Review Group (MRRG).
Prof. Nairn Wilson. Service address: c/o MDDUS. Resident: UK. Nationality: British. Occupation: Retired Professor of Dentistry. Date of birth: April 1950.
The Board recommends the re-appointment of Prof. Wilson to continue his contributions at the Board as a dental academic and former regulator, as a member of the ARC and MRRG and as co-Chair of the Dental Advisory Group.
Dr Jonathan Berry. Service address: c/o MDDUS. Resident: England. Nationality: British. Occupation: Doctor. Date of birth: June 1956.
The Board recommends the re-appointment of Dr Berry to continue his contributions at the Board as Chair and as a NED of an NHS Foundation Trust and a retired GP, as Chair of the GNC, as a member of the RemCo and the ARG, and as a NED of MDDUS Insurance Ltd and MDDUS Property Ltd.
Biographies of all Members of the Board are available on the MDDUS website.
RELEVANT DOCUMENTS
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