With regard to this evenings upcoming BMC Board meeting I have sent the below list of observations and questions that I have concerning the issues surrounding the Nominated Director election issues to Simon Mccalla the Senior Independent Director as follows:
The advert for the 3 Nominated Director positions was posted for about a week and the interviews took place about a week after that limiting. Why were the time scales so compressed ?
Does the Board agree the short timescales were unreasonable for three senior posts and will have limited the number of applicants and made the process look rushed? Was it in fact rushed and did this contribute to mistakes and poor process?
Was there a written procedure at the outset for how the selection of candidates, the interviews and the post interview actions? If so can this document be publicly disclosed in its original form for member scrutiny. If there wasn’t a written procedure at the outset why not?
Can you confirm that the interview panel was comprised only of Gavin Pierce Chairman, Lynn Robinson and Mick Green of National Council and clarify how the members were decided. Was anyone else on the Nominations Committee but not on the interview panel?
Is it true that the original terms of reference for the Nominations Committee required an Independent Director to participate in the interviews yet not only did this not happen but also that the terms of reference were changed after the interviews took place that removed the requirement for Independent Directors to participate?
In terms of deciding the specialist requirements for the three pools of candidates is it true that determining the pools were largely carried out by Lynn Robinson and Dave Turnbull and if so was that part of any written procedure and does that mean Dave Turnbull was on the Nominations Committee?
Is it true that the candidates statements were made up of a section of the Nomination Committee comments and the candidates own comments and if so why wasn’t that made clear that was the case in the candidate statements presented to members?
Is it the case that candidates were initially asked for referees rather than a proposer or seconder? Was this a mix up or were referees not required or were both required and they did not need to be the same people? How clearly and in what way was this communicated to candidates and the mooted referees? Were any of the referees/proposers/seconders contacted or approached for validation or references?
Is it true that at least one of the successful nominated candidates was not informed the election would be contested? Was this communication just verbal or was it made in writing and by whom? Was the same manner and content of communication made to all the candidates?
Was it clarified to candidates that they would or wouldn’t be expected to present at the AGM? How was this communicated?
Overall how clear and consistent were communications with the candidates and were they up to the Boards expected standards? Where lessons not learnt from the issues arising from Amanda Parshall’s on the importance of correct procedure?
At the AGM Lynn Robinson made clear to the audience that candidates would not be speaking (unlike at previous AGM’s). When was it decided this would be the case and by whom and why wasn’t that stated in AGM papers?
At the AGM in response to audience protest Lynn Robinson used Chair discretion to change that decision and asked the candidates to speak. Was that a reasonable Chair decision? Was it fair to candidates? Was it also fair to proxy voters who had already cast their votes?
Prior to making that decision the BMC solicitor from Womble Dickenson counselled from the floor that letting candidates speak would put the elections at risk to legal challenge. Was the Chair right to overrule this counsel and how serious is the legal risk?
With regard to discretionary voting the Chair typically holds a lot of discretionary votes. Is it a conflict of interest that this person is also a member of the Nominations Committee and on the interview panel?
On reflection does the Board believe that the number of discretionary votes held by the Chair at the 2018 AGM represent an unreasonable concentration of individual power?
At the end of the AGN Phil Simister (one of the Nominated Director candidates) asked from the floor whether discretionary proxy voting numbers would be made available. Lynn Robinson replied that they would be made available at the end of the meeting and published online. This did not happen. Why?
Why was the precedent from the 2018 AGM when a proxy voting decision and the numbers was disclosed immediately after a Director vote not followed at the 2019 AGM?
Why has further member requests to the Office and the President for disclosure of discretionary proxy votes by the Chair been refused? Was this a Board decision prior to the AGM? Is it right that this information is withheld? If so how is that balanced against openness and transparency?
Regarding the AGM report published on the BMC website - why was it delayed for so long?
Is it true that whilst the report was drafted in the Marketing department it was circulated for review for editing to Lynn Robinson and others? If so who was it circulated to and what amendments were made?
Given that a number of complaints have been levelled in person and online after the AGM why has there been no public acknowledgement of these concerns from the President, Chair or Board?
Have all or any of the candidates who participated in the process including any who withdrew been approached for feedback by the Nominations Committee? If not will they?