Issues with the current Articles
This is an unstructured list of issues with the Articles as approved in September 2013. Most of them are minor and will be resolved at the next possible point in time.
- Paragraph 85. refers to sections 283 and 284 of the companies act, these are obviously incorrect, likely this should be 273 and 274
- Paragraphs 35 and 78 both limit the number of board members to between two and eight. Should the maximum number of directors be increased or decreased this would require a change in two places.
- For expediency reasons in the 2013 articles revision we did not address further asset lock down measures, this is planned for the next one.
- Currently "online voting" in the OSMF is via the proxy mechanism, this should be complemented with a regular "electronic voting" mechanism.
- Neither the current companies act nor the new articles require the board to schedule regular general meetings. While the board does not intend to change current pratice, there is some potential for misuse. A maximum interval between two GMs, for example 18 months, should be defined.