Hello, Does anyone know how to appoint Non Executive Directors (common funder's request)? Where do we specify that they are non executive or an advisory committee?? At companies house? on our articles of associations? We are limited by guarantee. There are a lot of conversations about this but I have not seen any explanations to put it into practice.
Thank you for your advise
hi - non-executive (non-paid) Directors have the same legal powers as executive (paid) Directors by default unless otherwise detailed in your Articles;
Companies House doesn't distinguish between the two so you'd appoint them in the same way as you would a 'regular' Director.
If you'd prefer that they not have a shared legal role, then an 'advisory committee' could easily be formed as a type of sub-committee or working group (subject to your Articles allowing for them to be created...?)
Hope that's helpful - I know the Association's working on an initial Code of Governance at the moment (posted elsewhere on this forum), but it's a little light on the relationships between exec and non-exec Directors: closest I can think of from a comparable established legal form that could offer some practical suggests would by the Code of Governance for Co-operative Societies as these are businesses trading commercially to achieve social good, and have Boards that will be made up of a mixture of exec and non-exec Directors.
Thank you Adrian for your response. Our bank told us that non executive director do not need to be added to Companies House but only into pour articles of Association. I will check with Companies and get back to you to confirm.
How can we make our Articles to allow for a subcommittee to be created…? Can we add a clause stipulating the shared legal role and responsibilities?
We have two executive Directors but we do not get paid for our roles as Directors(we do this unpaid) but we do get paid for the projects we deliver as freelancers. We do not get paid for managing the CIC. We were told that we are we allowed to do this. Im correct?
I will definitely have a look at the Code of Governance for Co-operative Societies.
Sounds like your bank is wrong. Under s250 "director" includes any person occupying the position of director, by whatever name called. If you are appointing any type of director you are required to inform Companies House under s167 Companies Act 2006. If you fail to do so within 14 days of appointment the company and all other directors commit and offence and are liable to a substantial fine.