MQA-G AGM November 2024 – summary and minutes
IMQRA has received and is happy to publish a leaseholder produced minute of the MQA-G AGM from November 2024, this can be accessed via the documents section or here provides considerably more detail than the one available on the R&R site. Summary of the main points are:
Routine Matters:
- The Financial statement (dormant accounts) was approved
- the existing auditors were re-appointed
- six existing directors were re-elected and four new directors elected
unopposed.
Resolution on Corporate Governance (CG)
A resolution was proposed to amend the Corporate Governance (CG), the latter being available in the documents section of the MQ site. The resolution proposed that the AGM should include questions from members with questions and answers minuted on the company’s site, not in a separate “business meeting”. This was not passed.
The importance of good Corporate Governance (CG)
Good CG is especially important for non-profits which are often mini monopolies but without the discipline of a ‘bottom line’. Central to this is transparency, adherence to internal procedures and, as legally required, adherence to the company’s Articles of Association. These state “The directors may determine such rules or procedures as they deem fit… The company in general meeting shall have power to amend or repeal such rules or procedures which shall be binding on all members…” (article 24)
Publication of board minutes
Although not relevant to the resolution there was discussion about publication of board minutes. This used to be routine at MQ and is common practice at similar developments but is strongly resisted by the current A-G Chair. Clearly this is not appropriate in the for-profit-sector, which is the predominant experience of most MQ directors, however it is equally clearly appropriate for the non-profit sector, where transparency is important. Martyn Boyd, who chairs several leaseholder boards including the Charter Quay (CQ) development, asks “why any site would not want to publish minutes?” Pointing out that “Directors are elected to represent the interests of their fellow leaseholders and should always be transparent.”
In discussion, the meeting was reminded that during the 2023 meeting Richard Webb (RW), Chair, said “ no company, no international body no national body of any consequence, even those that hold part-time public meetings will dream of publishing their true minutes” However, Andy Cawthera (AC) pointed out that this is inaccurate – the World Bank and Bank of England publish their board minutes as does Charter Quay a development similar to MQ. Dr Webb incorrectly told the meeting that he had not been talking about national bodies such as the World Bank but about companies. He then went on to talk about the Health Protection Agency [defunct since 2013 and not a company] who Dr Webb claims produced two sets of minutes, one accurate and one for publication. He claimed this is inevitable when minutes are published. Clearly this is not the case. Many non-profit companies publish board minutes, considering transparency and accountability important aspects of good governance. Equally clearly a board cannot approve two sets of minutes! No one would expect a for-profit company to publish its board’s minutes for obvious reasons. Applying for-profit norms in the not-for-profit sector is as inappropriate as the converse.
Matthew Rittner provides inaccurate information
At one point Matt Rittner interjected that the reason Charter Quay(CQ) publish their minutes was probably due to one of their directors running off with £1m of their funds. On checking this with Martin Boyd, he pointed out that he has been CQ’s only chair, all funds are kept in trust by their agent R&R and that he would be very disappointed if 1p let alone £1m had gone missing!
With regards to publishing board minutes, as stated above Martin Boyd regards transparency in our type of development as important saying:
“As far as I know many sites publish minutes to their members. We thought we would go one step further and put them on the website [not password protected]. We had a few board members worry at the beginning, but it’s caused no problems at all.”
He also checked this out with Duncan Rendall who confirmed that “Publication of minutes is quite common…”
Advice from R&R
One wonders why Dr Webb has told leaseholders that R&R have advised MQ not to publish board minutes when one of their directors’ states that publication of minutes is quite common? Did R&R also advise Charter Quay of this? If not, why did MQ receive this advice and not CQ? Were we really so advised or does RW, from his largely private sector, for-profit, background have an aversion to the type of transparency and accountability that is important in the not-for-profit sector?
How has publishing MQ board minutes previously served leaseholders?
At MQ publication of board minutes may have helped curtail untoward activity by directors. Two instances come to mind:
1) during 2024 it became widely known that a director was letting out one of their properties on Airbnb, causing a living hell for neighbours. As board minutes had previously been published it could be pointed out that in November 2016 the same director had presented research to the board indicating such lettings are likely to be illegal at MQ and had drafted a letter to landlords explaining this. Faced with this she stopped the Airbnb letting and resigned her three MQ directorships.
2) In June 2014 the then Chair of MQA-G forcefully argued to the board for an increase of £10k in the fee paid to MQS. On delving into this a director found that the Chair’s partner co-owned and was employed by MQS. This was not declared at relevant board meetings with at best a partial and more likely an inaccurate declaration been made when arrangement with MQS were first entered into. Since then both the previous and the current Chairs have made inaccurate statements to leaseholders about this. As relevant board meetings were published, leaseholders are able to check the situation themselves without having to rely on Trumpesque type assertions from the board Chair.
Moving forwards
One hopes that with a deeper understanding of the governance, norms and values of the non-profit sector combined with a fresh appreciation of how publication of board minutes has previously aided good governance at MQ, directors will now unhesitatingly adhere to the board’s own CG as specified in the company’s Articles.