Annual General Meeting Minutes 2013

MINUTES OF THE ANNUAL GENERAL MEETING OF TRANSPARENCY INTERNATIONAL (UK) HELD AT FTI CONSULTING, HOLBORN GATE, 26 SOUTHAMPTON BUILDINGS, LONDON WC2A 1PB ON THURSDAY 21 NOVEMBER 2013 AT 6.15 PM

WELCOME AND INTRODUCTION David Nussbaum (DN), the Chair of TI-UK welcomed members and guests to the 2013 Annual General Meeting. He noted that notice of the meeting had been given, that the meeting had been duly convened and that a quorum was present. He reminded those present that during the formal part of the AGM, only members or their duly appointed proxies were allowed to vote.

DN reminded members that this had been his first year as Chair, and an early task after his appointment was the recruitment of a new Executive Director, Robert Barrington (RB).

RB gave an overview of the main achievements of TI-UK since his appointment, highlighting work associated with the Group of Eight (G8) summit, work around the Bribery Act to ensure it will not be weakened, and the growth of TI-UK’s Defence and Security Programme and its successful participation at the United Nations Arms Trade Treaty to ensure anti-corruption language was included in the treaty. RB expressed his thanks to TI-UK’s Advocacy Manager, Rachel Davies, and the Director of the Business Integrity Programme, Peter van Veen, both of whom were present at the meeting, for their support over the course of the year.

TRUSTEES’ REPORT AND FINANCIAL STATEMENTS The Trustees’ Report and Financial Statements for the year ended 31 March 2013 were presented and considered. Ian Trumper, Honorary Treasurer, provided a brief overview of the financial highlights, commenting on the small surplus TI-UK had made, due mainly to an increase in Business Integrity Forum member fees and income generated through the Business Integrity Programme. The Trustees’ Report and Financial Statements were received by the AGM. BOARD OF TRUSTEES Electoral statements from each of the candidates standing for re-election had been distributed.

IT WAS RESOLVED THAT Neil Holt, a Member of the Board of Trustees, retiring by rotation in accordance with the Charity’s Articles of Association be and is hereby reelected a Trustee of the Charity.

IT WAS RESOLVED THAT Alyson Warhurst, a Member of the Board of Trustees, retiring by rotation in accordance with the Charity’s Articles of Association be and is hereby reelected a Trustee of the Charity.

IT WAS RESOLVED THAT Ian Trumper, a Member of the Board of Trustees, retiring by rotation in accordance with the Charity’s Articles of Association be and is hereby reelected a Trustee of the Charity.

As DN was standing for re-election, he passed the chairing of this part of the meeting to Ian Trumper.

IT WAS RESOLVED THAT David Nussbaum, 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.

DN resumed chairing the meeting.

There were no other valid nominations for appointment to the Board of Trustees.

AUDITORS In response to a question, DN indicated that the Board will consider the organisation’s policy on the rotation of auditors. The re-appointment of haysmacintyre of 26 Red Lion Square, London WC1R 4AG as auditors until the conclusion of the next Annual General Meeting was approved with one abstention.

ARTICLES OF ASSOCIATION - SPECIAL RESOLUTION IT WAS RESOLVED THAT the articles of association produced to the meeting were adopted with effect from the end of this Annual General Meeting as the articles of association of the Charity, in substitution for, and to the exclusion of, all the existing articles of association passed or adopted prior to the date of this resolution.

There being no further business, DN declared the Annual General Meeting closed.

He invited those present to remain for a talk by Pierre Landell-Mills, author of ‘Citizens against Corruption: Reports from the Front Line’.

DN concluded by reminding members that the fifth annual lecture to mark UN International Anti-Corruption Day would be held on Wednesday 11 December 2013 at Clifford Chance at which the speaker would be Elena Panfilova, Director of Transparency International (TI) Russia, and member of the international TI Board. Elena will be speaking about the corruption links between Russia and the UK, touching on the issue of UK-based assets and what needs to be done here to curb the export of corrupt funds.