A report from the ODS Board of Directors to the Shareholder and Joint Venture Group presenting the governance review of the company and its outcomes. The paper seeks the approval of the Shareholder for the adoption of the: amended Articles of Association and Shareholder Agreement of Oxford Direct Services Limited and Oxford Direct Services Trading Limited and the amended Executive Pay Policy.

The Shareholder and Joint Venture Group is requested to:

·       Approve the amended Articles of Association for ODSL and ODSTL.

·       Approve the updated Shareholder Agreements for ODSL and ODSTL.

·       Approve the updated Executive Pay Policy.

The Shareholder and Joint Venture Group resolved as Shareholder to:

1.              To note the amended Articles and Agreements of the Companies attached as agreed with the Council’s Monitoring Officer.

2.              To delegate authority to the Council’s Monitoring Officer to agree the final versions and the execution of the Agreements for and on behalf of the Council as the sole Shareholder of the Companies.

3.              To approve that the amended Articles attached to the written special resolutions (Special Resolutions) be adopted as the Articles of the Companies in substitution for, and to the exclusion of, all existing articles of association of the Companies.

4.              That the Special Resolutions attached to the amended Articles of the Companies be delegated to the Council’s Monitoring Officer to be signed on behalf of the Council as sole Shareholder of the Companies.

5.              To resolve to adopt the Executive Pay Policy.

The Board of ODS presented the governance review of the company and its outcomes to SJVG.

The SJVG discussed the report in private session.

The SJVG noted the contents of the report.