Attendance by Members at meetings is not mandatory. But Members are
expected to attend our Annual General Meeting where the Board reports on
the performance of the business and discusses plans and targets for the
years ahead, having gained an understanding of the business and its
challenges.
All other meetings and briefings are entirely at the Member’s
discretion. The company recognises that Members are giving up their free
time to attend its meetings and visits, and that the choice about
attendance must lie with the Members (though it would be unfortunate if,
having been selected for the role against others, Members did not
participate in meetings – especially the AGM – when they could).
On average Public Members attend 4-5 meetings or other events per
year although some Public Members choose to attend more of the meetings
available.
It is currently anticipated that Public Members being appointed this
year will be appointed for a three year term. If they wish to continue
beyond this period they may apply again for a new appointment. At its
discretion, following the recommendation of the Membership Selection
Panel, the independent body that overseas the selection process, the
Board may appoint Members for further periods of between one and five
years. No Public Member may serve for more than ten years.
N.B. Applicants need to be aware that one of the recommendations
recently put to our Board by a group of Members has been that the number
of Members be reduced from the current level of about 100 to about 30.
This proposal is currently being given consideration but no decisions
have been taken on whether - or when - changes would be made in the
current number of Members.
For the time being, therefore, Network Rail is continuing to seek to
appoint new Public Members this year. If any decision is taken to reduce
the number of Members in the future it is possible that either a) the
term of appointment of new Members for 2009 will be for a shorter period
– possibly one year - and/or b) appointments will not be made this
year. At this stage, however, the Board believes it is very important to
continue with recruitment on the basis that about 25 new Public Members
will be required and for a membership term of three years.
Further updates on this will be provided but in the mean time
applicants should be willing, therefore, to commit to this period of
time.
Members will not receive fees. We do, however, reimburse Public
Members, in accordance with our policies in respect of their expenses
for attending company meetings.
Keeping Members informed
Members meet the Board at the formal general meetings of the company
(Annual General Meetings and, if needed, other General Meetings) at
which we take the opportunity to give presentations on specific matters
of interest and also to hold question and answer sessions for Members.
Where possible there is an opportunity to meet and discuss matters with
the Directors over coffee before those meetings and over lunch
afterwards.
We also believe that it is important to make available to our Members
opportunities to learn about the business and other opportunities to
meet the Directors. Informal briefing sessions with Directors, other
meetings and specialist presentations by senior staff on specific issues
relating to the company, together with visits to Network Rail sites
around the country, are organised for Members.
Moreover, in addition to the normal ways used by publicly listed
companies of publishing full Annual Reports and Accounts and Interim
Results, we also:
- Employ a person specifically for the purpose of providing
information to Members and responding to Members’ queries, as well as
arranging that Members’ comments are passed on to the appropriate person
in the company for response
- Provide a Members’ website on to which important and useful
documents are posted and on which Members and the company are able to
post comments/correspondence
- Arrange for Members to receive automatically relevant press
releases and other information
- Provide access to key company documents such as business plans
and ORR documents
- Provide key contact details within Network Rail
This is all well in excess of the arrangements generally put in place
by a listed PLC to assist their shareholders with their corporate
governance requirements.
A Member can resign at any time by writing to the Group Company
Secretary.
The powers of the Board under the company’s Articles of Association
to remove a Member are very limited, but for example insolvency and
bankruptcy or a conviction for a criminal offence would make a person no
longer suitable as a Member, as would persistent failure to attend
meetings or failing to act in accordance with the Articles and Policy.
In the event of the fundamental financial failure of Network Rail,
the DfT has the right to remove all other Members.
The maximum liability is £1 per Member. Even this liability arises
only if the company is ever "wound up" in circumstances where we cannot
meet our debts in full. Apart from this nominal sum, Industry Members or
Public Members are not liable in any way for the activities or finances
of the company or any of our subsidiaries.