Special Consents¶
A register of important decisions specifying who makes them, the majority needed, and whether employees must be consulted before the decision is made.
| Category | Consent matter | Company Board | Trust | Employees | Rationale |
|---|---|---|---|---|---|
| Ownership & Control | Amendments to the Articles of Association | Majority | Supermajority 75% | Informed | This is the legal requirement for structural changes |
| Ownership & Control | Changes to the EOT Trust Deed | Majority | Supermajority 75% | Informed | This affects the fundamental ownership structure |
| Ownership & Control | Termination of the EOT | Supermajority 75% | Supermajority 75% | Informed | In the event of closing down the business e.g. in bankruptcy an employee vote may be impractical so is not required. |
| Ownership & Control | Sale or Merger of the Business | Supermajority 75% | Supermajority 75% | Majority | Would result in the potential loss of EO status |
| Ownership & Control | Issuing or selling shares to anyone other than employees or the EOT | Supermajority 75% | Majority | Informed | This risks diluting EO control. Appropriate for board level as it's a business decision and has Trustees as safeguard. |
| Ownership & Control | Offering Equity via Share Schemes | Majority | Majority | Informed | This would require a 'fairness' element and must only be done where the Trust retains control |
| Ownership & Control | EMI Share Option Schemes Or Similar | Informed | Majority | — | This would be a selective benefit and must preserve majority EO ownership. The remuneration committee would also be involved if this related to Directors. |
| Strategic Direction & Mission | Changes to Company Mission or Values | Supermajority 75% | Majority | Consulted | This protects the long-term purpose of the company. |
| Strategic Direction & Mission | Establishment or Closure of Subsidiaries | Majority | Consulted | Informed | Affects company scope and liability |
| Strategic Direction & Mission | Entering into Joint Ventures or Legal Partnerships | Majority | Majority | Informed | This would need a strategic alignment check |
| Strategic Direction & Mission | Acquisition of a business | Majority | Majority | Informed | Primarily a business decision for the board. |
| Financial Oversight | Capital Expenditure Over £75k | Majority | Consulted | — | Oversight on large unbudgeted spend |
| Financial Oversight | Taking on New Debt | Majority | Consulted | — | Oversight of any borrowing avoids undermining financial resilience |
| Financial Oversight | Changes to Profit Share Scheme | Majority | Majority | Informed | Protects co-owner interests |
| Financial Oversight | Litigation Settlements Above £50k | Majority | Consulted | — | Shares oversight of significant financial exposure |
| Financial Oversight | Annual investment budgeting | Majority | Consulted | — | Spending funds on investment should involve Trust oversight to represent the employees |
| Governance & Leadership | Appointment or Removal of CEO | Consulted | Supermajority 75% | Informed | Critical decision for all employees made and overseen by the Trust |
| Governance & Leadership | Appointment or Removal of NEDs | Consulted | Supermajority 75% | Informed | NEDs may be proposed by the CEO/Board but like all Director appointments would be made by the Trust. |
| Governance & Leadership | Appointment or Removal of Company Directors | Consulted | Supermajority 75% | Informed | Safeguards governance |
| Governance & Leadership | Removal of Trustee Directors | Informed | Supermajority 75% | Informed | Maintains trust effectiveness, integrity and fairness and can only be done by the other Trustees. |
| Governance & Leadership | Changes to Employee Representation Structures | Consulted | Majority | Consulted | Cultural governance should be controlled by the Trust with input from the Board |
| Governance & Leadership | Changing the Company Constitution and Special Consents | Majority | Supermajority 75% | Informed | This is the legal requirement for structural changes |
| Culture & People | Closure or Relocation of Offices | Majority | Majority | Informed | Has a significant potential wellbeing and accessibility impact so has Trust involvement |
| Culture & People | Redundancies (4 people or fewer) | Informed | Informed | — | At this level, this is a management level decision |
| Culture & People | Redundancies (5 people or more) within any 90-day period | Majority | Consulted | Informed | At this level, this becomes a Board decision requiring consultation with the Trustees |