The proposed terms of reference for Oxford Direct Services Limited and Oxford Direct Services Trading Limited  are set out in the attached document.

Recommendation: that the Shareholder Group resolves to:

Approve the terms of reference.

The Company Secretary presented the proposed terms of reference for the Shareholder of Oxford Direct Services Limited and Oxford Direct Services Trading Limited.  He suggested that the document should be expanded to include an appendix detailing the actual corporate values and objectives as set out in the Business Plan and that had been agreed by the Shareholder and the Trading Companies.

In addition to the above suggestion the following amendments to the document were agreed:

·         In the Overview section paragraph 1, 2^nd sentence insert the word “largely” or “predominantly” after the abbreviated names of each company and before the word “responsible”

·         In the section ODSL and ODSTL Shareholder Groups terms of reference (item 4) delete as shown:

Appoint (at least annually) and remove Company Directors and ensure that Company Directors operate in accordance with the Company objectives.

·         In the section ODSL and ODSTL Shareholder Groups meetings arrangements (item 2) the frequency of Shareholder meetings should be increased to “at least bi-annually”.

·         The appendices would be updated to include the Shareholder Consent Matters as detailed in section 7 of the relevant Shareholder Agreement.

The Shareholder resolved to:

Approve the terms of reference subject to the amendments detailed above.

Simon Howick joined the meeting during this item.