Election of Non-Executive Directors 2019-2022

Dear Colleague


This is to inform members that we are seeking nominations from four Regions for members to serve on the National Federation of SubPostmasters (NFSP) Board for a three year period in accordance with the Articles of Association and Regulations of the Company.

The legal duties that a Non-Executive Director is required to uphold in accordance with the Companies Act 2006, part 10, chapter 2 are:

1 -  Duty to act within powers

2 - Duty to promote the success of the company

3 - Duty to exercise independent judgment

4 - Duty to exercise reasonable care, skill and diligence

5 - Duty to avoid conflicts of interest

6 - Duty not to accept benefits from third parties

7 - Duty to declare interest in proposed transaction or arrangement

Each Region is entitled to 1 (one) Non-Executive Director.  Elections shall take place in one-third of the regions each year.

The four Regions to hold elections will be:

  • North Thames & East Anglia
  • North East
  • Wales/Cymru
  • Scotland

The period of office for these Non-Executive Directors shall be from end of conference 2019 to end of conference 2022.

Nominations are invited from NFSP members/Organisational Representatives (OR) to be appointed as the elected Non-Executive Director for the above regions.  An OR exercises company membership rights, including the right to be elected as a Non-Executive Director, of his/her nominating member (e.g. voting at AGM); each member must appoint an OR.  Details and a form to appoint your OR are available from NFSP Headquarters.

If more than one nomination is received, it will be necessary to hold a ballot.  If this is the case, candidates will be given the opportunity to submit an election address for circulation along with ballot papers to the members of the above regions.  As a guide, the election address should be approximately 350 words.

Nomination forms (which are attached) must be submitted together with an election address (if candidates wish these to be distributed with the ballot papers) to the Chief Executive Officer (CEO) by 5pm on 10 March 2019. The nomination form must be completed and signed by the person nominated and the proposer and seconder - who must also be NFSP members/OR.

A list of nominations will be sent to the appropriate Regional Council Secretary within one week of the closing date for nominations.

The Electoral Reform Services will act as the Independent Scrutineer for the election and Independent Person to distribute ballot papers for the election. They will prepare ballot papers and distribute them by post to all members in the appropriate region by 10 April 2019.

Completed ballot papers must be received by the Electoral Reform Services at The Election Centre, 33 Clarendon Road, London, N8 0NW no later than 30 April 2019.

If an election is not necessary, the name of the elected Non-Executive Director will be published in the April 2019 edition of The Subpostmaster.

If a ballot is held, the results (certified by Electoral Reform Services) will be notified to the CEO, who will in turn notify the Regional Council Secretary. Notification of the person elected will be published in the June 2019 edition of The Subpostmaster.

Yours sincerely

Chief Executive Officer

Non-Executive Director Elections Form

Articles of Association