Annual General Meeting 17 July 2018

Transcription

1 Annual General Meeting 17 July 2018 Notice of Annual General Meeting Notice is hereby given that the 29th Annual General Meeting of Macmillan Cancer Support (the Charity ) will be held on Tuesday 17 July 2018 at 1.30pm in meeting rooms 8 10 at Macmillan Cancer Support, 89 Albert Embankment, London SE1 7UQ. Agenda 1. Apologies for absence. 2. Minutes of our 28th Annual General Meeting held on Thursday 19 July Ordinary business To consider and, if thought fit, to pass the following resolutions as ordinary resolutions with effect from the end of the meeting: 3. To receive the Board s Report and Accounts for the period 1 January 2017 to 31 December To reappoint Timothy Eisen as a member of the Board for a further term of three years. 5. To reappoint Sue Langley as a member of the Board for a term of three years. 6. To reappoint Una O Brien as a member of the Board for a term of three years. 7. To reappoint PricewaterhouseCoopers LLP as auditors of the Charity and authorise the Board to fix the auditors remuneration. Dated 24 April 2018 By order of the Board Victoria Benson Company Secretary, Macmillan Cancer Support, 89 Albert Embankment, London SE1 7UQ Printed using sustainable material. Please recycle. Macmillan Cancer Support, registered charity in England and Wales (261017), Scotland (SC039907) and the Isle of Man (604). Also operating in Northern Ireland. A company limited by guarantee. Registered company in England and Wales ( ) and the Isle of Man (4694F). Also operating in Northern Ireland. Registered office: 89 Albert Embankment, London SE1 7UQ. MACXXXXX

2 Macmillan Cancer Support ( the Charity ) Annual General Meeting, 17 July 2018 Proxy form Your name... Your address Before completing this form, please read the explanatory notes overleaf. I, being a member of the Charity, appoint the Chairman of the meeting OR the following person:... (please ring Chairman or name your proxy) as my proxy to exercise all or any of my rights to attend, speak and vote on my behalf at the Annual General Meeting of the Charity, which will be held in meeting rooms 8 10 at Macmillan Cancer Support, 89 Albert Embankment, London SE1 7UQ on 17 July 2018 and at any adjourned meeting. I direct my proxy to vote on the following resolutions as I have indicated by marking the appropriate box with an X. If no indication is given, my proxy will vote or abstain from voting at their discretion. I also authorise my proxy to vote (or abstain from voting) as they think fit in relation to any other matter which is properly put before the meeting. Ordinary resolutions For Against Withheld To reappoint Timothy Eisen as a member of the Board for a further term of three years. To reappoint Sue Langley as a member of the Board for a term of three years. To reappoint Una O Brien as a member of the Board for a term of three years. To reappoint PricewaterhouseCoopers LLP as auditors of the Charity and authorise the Board to fix the auditors remuneration. Signature... Date...

3 Notes to the proxy form 1. As a Member of the Charity, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Charity. 2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be cancelled. 3. A proxy does not need to be a Member of the Charity but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name on this form. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. If you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to speak on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly. 4. To direct your proxy on how you wish to vote, please mark the appropriate box on this form with an X. If no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting. 5. To appoint a proxy using this form, you must: 5.1 complete and sign this form 5.2 send or deliver it to the Company Secretary, Macmillan Cancer Support, 89 Albert Embankment, London SE1 7UQ 5.3 make sure the Charity receives the form no later than 12pm on 13 July You should keep a copy of this form for your records and give a copy to your proxy. Printed using sustainable material. Please recycle. Macmillan Cancer Support, registered charity in England and Wales (261017), Scotland (SC039907) and the Isle of Man (604). Also operating in Northern Ireland. A company limited by guarantee. Registered company in England and Wales ( ) and the Isle of Man (4694F). Also operating in Northern Ireland. Registered office: 89 Albert Embankment, London SE1 7UQ. MACXXXXX

4 Explanatory notes on the agenda Ordinary business Item 4 Professor Timothy Eisen retires as a member of the Board at the Annual General Meeting, but in accordance with the Charity s Articles of Association he offers himself for reappointment for a further three-year term. The Board nominates Tim and recommends that the Members of the Charity reappoint him as a member of the Board. Tim joined Macmillan s Board in December He is professor of medical oncology at the University of Cambridge and honorary consultant in medical oncology at Cambridge University Hospitals NHS Foundation Trust. Tim is a clinical triallist interested in developing new treatments for advanced disease, identifying and managing those at risk of disease. His special focus is now kidney cancer. He has published extensively and lectured at many national and international conferences on kidney cancer, lung cancer and melanoma. Tim is currently on part-time leave of absence from the University of Cambridge to work as head of the team delivering early clinical trials in oncology at AstraZeneca. Item 5 The Board appointed Sue Langley as a Board member on 19 July Under the Charity s Articles of Association this appointment comes to an end at the AGM. The Board nominates Sue and recommends that the Members of the Charity reappoint her as a member of the Board. Sue joined the Board in July 2017, and became Chair of the Remuneration Committee in October She has extensive Board and international experience as an executive director, non-executive director and chair. Sue is currently non-executive chairman for AJ Gallaghers (UK), the lead non-executive director for the Home Office and the senior independent director for UK Asset Resolution. Previous roles include chief executive at UKTI Financial Services, director of market operations at Lloyds of London, chairman of Lloyds Japan, director of Lloyds Asia and chief operating officer for the Hiscox Group. Sue is a vice president of the Insurance Institute of London. She is involved in various voluntary and charity organisations and is a mentor for a number of women across industries. Sue is married and lives in Hertfordshire. Item 6 The Board appointed Dame Una O Brien as a Board member on 2 January Under the Charity s Articles of Association this appointment comes to an end at the AGM. The Board nominates Una and recommends that the Members of the Charity reappoint her as a member of the Board. Dame Una O Brien joined Macmillan s Board in January Una was permanent secretary of the Department of Health between 2010 and 2016, the first woman in the role. She has wideranging experience of healthcare policy and government, having held a variety of senior posts in Whitehall and the NHS in a career spanning 30 years in public service. In the 1980s, Una helped establish London Lighthouse, a pioneering voluntary sector provider of services for people with HIV and AIDS. Una studied history at the University of Oxford and International Relations at the London School of Economics, and she spent a year at Harvard, where she was a Kennedy Scholar. Currently, Una is on the panel of a public inquiry in Northern Ireland, and she is also a nonexecutive director of the University of Birmingham.

5 General notes 1. Only registered Members, Honorary Officers and the Auditors have the right to attend and speak at our Annual General Meeting. 2. You are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at our Annual General Meeting. Details of how to appoint the Chairman of the Meeting or another person as your proxy are set out on the enclosed proxy form. 3. At the beginning of the meeting the Chairman, Julia Palca, will ask the Company Secretary to read the notice convening the meeting, relay apologies for absence and confirm that a quorum of Members is present. A quorum is 10 Members present in person. 4. The Chairman will ask for agreement from the Members present to the minutes of the 28th Annual General Meeting of Macmillan Cancer Support (held on 19 July 2017) being taken as read and agreed. The minutes of our 28th Annual General Meeting are available for inspection at our registered office during normal business hours on any weekday, and at the venue of this year s Annual General Meeting on the date it is held. The Articles of Association are similarly available and can be requested to be sent to any Member. 5. When voting for or against resolutions put to the meeting, Members will be asked to raise their hands. Before or upon the declaration of the result of the raising of hands, a poll may be demanded in writing by the Chairman or by a minimum of five Members present, in person or by proxy, and entitled to vote. If a poll is demanded, it will be taken at such time and place and in such manner as the Chairman directs. 6. Every Member present in person or by proxy at our Annual General Meeting has one vote on a show of hands.