30 Jun 2016
As you know, 2016 has been a year of big changes for the FCA at the staff level, with the transfer of many administrative functions from the United States to Canada. This has led to time spent looking in more detail at our governance practices and documents.
According to FCA’s Articles of Association, our ordinary General Assembly is as a rule held “once a year, in the six months following the end of the financial year” (Article 16).
As FCA’s financial year corresponds with the calendar year, that means we would normally convene the ordinary General Assembly to start no later than the 30th of June – and 20 days’ notice are required to convene such an assembly.
On the other hand, the ordinary General Assembly is expected to “approve the report of the Board of Directors, the auditor’s report, and annual accounts” (Article 15). The reality is that we have not yet received the auditor’s report for 2015. There is nothing unusual about this – in past years, the report has often not been received until July.
The Board has also taken note of a mismatch between our established election practices and the text of our Articles of Association. Article 30 specifies that Board members are elected for a four-year term and that their term of office begins “on the day following the election”.
In practice, we have opened the General Assembly at the end of June and kept it running through August to hold elections for the Board. Election results were announced in September, but it was specified that newly elected Board members would not take office until the start of the next calendar year. This is a common enough procedure for associations, but of course should have been reflected in our formal rules.
Given this, your Board proposes to postpone the General Assembly until later in the year – probably December. This will have a number of advantages:
- Newly elected Board members will take office immediately upon election, as stipulated by the Articles of Association;
- The Board will be able to provide an annual report for 2015 well in advance, with the benefit of the auditor’s report;
- We will be able to complete our review of the governance structure and should be in a position to provide a full analysis of possible options to FCA members well ahead of the General Assembly.
Allow me to emphasize a few things:
1. Holding the General Assembly later in the year does not extend the term of office of existing Board members – those whose terms expire this year joined the Board in January 2012.
2. Should members wish to hold the General Assembly earlier, you are of course entitled to ask for one, for example via the procedure outlined in Article 18. Our recommendation is that it would be more useful to hold it later in the year, but ultimately it is the membership that decides.
3. Northern Hemisphere summer holidays permitting, we will do our best to supply 2015 reports as soon as information becomes available.
Thanks very much,
Nonguebzanga Maxime Compaoré
Chair, FCA Board of Directors