Annual General Meeting Minutes 2012

MINUTES OF THE ANNUAL GENERAL MEETING OF TRANSPARENCY INTERNATIONAL (UK) HELD AT FTI CONSULTING, HOLBORN GATE, 26 SOUTHAMPTON BUILDINGS, LONDON WC2A 1PB ND ON THURSDAY 22 NOVEMBER 2012 AT 6.15 PM

CHAIRMAN OF MEETING The Chairman welcomed TI(UK) members and guests to the 2012 Annual General Meeting. The Chairman duly noted that full notice of the meeting had been given, that the meeting had been duly convened and that a quorum was present.

WELCOME The Chairman extended a warm welcome to those members present and also to Steven Bluestone of haysmacintyre, auditors.

MINUTES OF THE 2011 ANNUAL GENERAL MEETING The Minutes of the 2011Annual General Meeting were presented and considered.

IT WAS RESOLVED THAT the Minutes of the 2011 Annual General Meeting be approved and duly signed by the Chairman.

REPORT AND ACCOUNTS The Charity's Statement of Financial Activities and the Trustees’ Report for the year ended 31 March 2012 were presented and considered. At the request of the Chairman, Ian Trumper, Honorary Treasurer, provided a brief overview of the financial details commenting on the clean opinion from the Auditors and the considerable efforts of Chandu Krisnan and Robert Barrington during the year in connection with fund raising.

The Statement of Financial Activities and Trustees’ Report was then formally received as the Report of the Charity.

BOARD OF TRUSTEES In introducing the elections to the Board, the Chairman paid warm tributes to Laurence Cockcroft and Karl Ziegler who were not standing for re-election. He said they had joined the Board of TI(UK) in 1994 when it was known as the Council of Management and had served continuously ever since. Laurence was a founder member of the UK Chapter and both had been closely involved with the development and progress of the Chapter over the years. Their contribution had been extremely valuable and they had indicated their willingness to be a resource for TI(UK) in the future.

IT WAS RESOLVED THAT Anne Moore-Williams, a Member of the Board of Trustees, retiring by rotation in accordance with the Charity’s Articles of Association be and is hereby re-elected a Trustee of the Charity.

IT WAS RESOLVED THAT Nicholas Colloff, nominated by the Board Nominations Committee and appointed to the Board of Trustees on 1 January 2012 be and is hereby elected a Trustee of the Charity.

IT WAS RESOLVED THAT Sam Eastwood, nominated by the Board Nominations Committee be and is hereby re-elected a Trustee of the Charity.

IT WAS RESOLVED THAT Shalni Arora, nominated by the Board Nominations Committee be and is hereby re-elected a Trustee of the Charity.

IT WAS RESOLVED THAT Sally Hawkins, nominated by the Board Nominations Committee be and is hereby re-elected a Trustee of the Charity.

AUDITORS The re-appointment of haysmacintyre of Fairfax House, 15 Fulwood Place, London, WC1 6AY as auditors until the conclusion of the next Annual General Meeting was approved.

The Chairman expressed the Board’s thanks to Richard Constant who had stood down during the year for his support and that of his company in particular for the Defence and Security Programme. Very best wishes and heartfelt thanks were extended to Chandu Krishnan who was moving with his family to Boston, USA after 8 years with TI(UK).

The Chairman advised those present he had decided to step down from the position and the Board had agreed that David Nussbaum was to become Chairman from the following day. Ian Trumper paid tribute to John Drysdale for his 4 years as Chairman and said he had strengthened the Board during his tenure and assisted TI(UK) to punch above its weight.

Paul Batchelor, a Member of the Advisory Council, spoke on behalf of Peter Berry (President of the Advisory Council) who was unwell and unable to attend, to thank John Drysdale and Chandu Krishnan. He said the Advisory Council met the Chairman and Executive Director at least once a year for discussions and consults on specific matters at other times.

There being no further business, the Chairman declared the Annual General Meeting closed and invited those present to remain for a debate between Laurence Cockcroft and Frank Vogl on the fight against corruption.

The Chairman also reminded members that the fourth annual lecture to mark UN International Anti-Corruption Day would be held on Thursday 6th December 2012 at Clifford Chance at which the speaker would be John Githongo, former Kenyan Government minister and member of the UK’s Independent Commission for Aid. The Chairman concluded by thanking FTI Consulting for again hosting the AGM and for their hospitality.

Signed: ……………………………………………….

Chairman