Constitutional Changes Approved at IMRO EGM

March 12, 2019

Those of you who attended the 2018 Annual General Meeting (“AGM”) will recall that the Chair advised that the board of directors had initiated a governance review. Since the AGM, the board of IMRO has continued to work with Professor Niamh Brennan with particular regard to the election of directors. Arising from that work, the board of directors convened an EGM on 6th February last so that these two changes could be approved by the membership.

The first change approved is that on a ballot to elect directors, proportional representation by means of the single transferable vote (“PR”) is adopted in substitution for the current “first past the post” method. This change to the articles of association permits the board of directors to make regulations which will facilitate PR voting. The board sought the advice of Professor Brendan Murphy, Head Of Mathematics, UCD, and he advised that in a contested ballot to elect directors, PR provides a more democratic means of electing directors whilst maintaining the weighted-voting structure of the membership categories.

The second change approved at the EGM is that directors who have served twenty years will not be eligible for nomination for election or appointed by the members for a further term. Moreover, it is proposed that external directors, who are co-opted by the board, and who have served twelve years may not be co-opted for a further term.

  • Good corporate governance practice dictates that maximum tenures for directors ought to be in place to ensure that directors’ independent judgement is not compromised through time served.
  • Regular rotation of directors is considered to be healthy in all organisations and keeps the governance of the organisation invigorated and assists in preventing unhealthy alliances as between directors themselves or vis a vis a long-serving director and the executive; introducing tenure limits helps to ensure that in the case of external directors, the board at any given time, can ensure the right mix of skill sets is present;
  • It is in the interests of good corporate governance and orderly succession planning, that new people with industry experience are appointed to the Board of IMRO and will be a positive catalyst for the rejuvenation of the board of directors as it will be necessary for members to find new directors to elect;

Over time, this amendment will allow for more frequent rotation of directors and will therefore result in a greater number of members having access to board directorships.  Furthermore, the manner of the introduction of term limits will result in an orderly transition, in that there will be a gradual replacement of long-standing directors.

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