At the Annual General Meeting held on 22 July, members approved MOSL’s Annual Report and Financial Statements for the year ending 31 March 2024, the reappointment of our auditors, however only four of the five special resolutions was approved
Members were invited to vote by proxy ahead of the meeting through the independent electronic voting platform, Mi-Voice. Out of 61 eligible members, 47 votes were cast by proxy, representing a 77% response rate, and the required quorum of two thirds of each of the three categories of member was achieved.
The AGM took place on Microsoft Teams with invitations issued on request.
At the end of June, we consulted on proposed changes to our membership structure and voting. These changes recognised how the market has evolved and how our membership has changed since the market opened seven years ago.
We received 16 responses to the consultation, reflective of the low levels of engagement we have when it comes to member voting processes. Of the responses, though, the majority were supportive of the changes with a few concerns raised with elements of different proposals. You can find the summary response document and for full transparency, the annonymised responses on our News page.
In response to member feedback, we presented the five changes as separate special resolutions at our Annual General Meeting (as opposed to a single package).
The full details of the AGM results can be found on the MOSL website. Of the five special resolutions proposed, four were approved and one failed to pass.
Special Resolution | Votes in favour | Result |
---|---|---|
Merge the retailer membership categories | 97.8% | Approved |
Introduce a selection process for member nominated directors | 85.1% | Approved |
Increase the number of wholesaler directors on the Board to two | 97.8% | Approved |
Amend the quorum requirement for General Meetings | 72.7% | Failed |
Introduce a requirement to review the membership categories | 97.8% | Approved |
Although a high percentage of members supported the change for the resolution to amend the quorum, this was still below the required 75%. In addition, MOSL’s constitution requires the requisite 75% to be per category. Wholesalers voted 90% in favour, associated retailers voted 100% in favour, however only 47% unassociated retailers voted in favour with three votes abstained.
Early feedback from some members who voted against the change in the quorum indicated that there had been some misunderstanding over the proposed reduction in quorum. Notably that this change would not affect the requirement to still obtain 50% or 75% of votes in favour, with a majority also still required per category. MOSL will engage with those members who opposed the proposal to better understand their concerns, to ensure the proposal is clear and well understood, as well as to explore any alternative ways to address the current challenges around the levels of quoracy required. MOSL’s quoracy requirements remain much higher than is typical for companies in the sector, and for companies in general, with the resultant risk that votes that are very strongly supported by those members voting, fail simply because a relatively small number of members have not voted.
The associated code change, CPM059, on removing the duplication between the MAC and the Articles of Association, is due to be discussed at the Code Change Committee on 10 September, with the planned implementation date, assuming approval by the Committee and Ofwat, on 6 December 2024, when the new Articles of Association would take effect.
If you would like any further information about the changes, please email