ECGI – AGM (4 May 2018)

ECGI Extraordinary General Meeting (4 May)

Agenda

1. Opening remarks

(Including consideration of the number and nature of proxy voters)

2. Proposed Amendments to the Articles of Association

3. Explanation of procedure

According to Article 20 of ECGI’s Articles of Association, the General Assembly can "validly deliberate on amendments to the Articles of Association only if the object of such amendments is mentioned explicitly in the call to meeting and if two thirds of the total number of members and two thirds of the Research Members as a group are present or represented at the assembly. Any amendment shall require a two-thirds majority of the votes, including a two-thirds majority of the Research Members present or represented when counted as a group. Abstentions are not counted".

If, as experience shows in this geographically dispersed institution, less than two thirds of the membership as a whole and less than two thirds of the Research Members are present or represented at that assembly, the Board of Directors may and would call a second General Assembly within three weeks of the date of the first Assembly, which shall validly deliberate whatever the number of Members present or represented.

Indeed, if the Extraordinary Meeting of the General Assembly to be held on 25 April 2018 does not have the required quorum, you are as of now invited to a further Extraordinary Meeting of the General Assembly to be held at 09:00am on Friday, 4 May 2018 at ESMT, Berlin, Germany. This second Extraordinary Meeting of the General Assembly shall validly deliberate whatever the number of Members present or represented.

4. Powers to be conferred for the implementation of the resolutions adopted

It is proposed to grant a proxy to Aurélie Terlinden, as well as to any other attorney at the firm White & Case LLP, rue de la Loi 62, 1040 Brussels, each with the power to act alone and power of substitution in order to complete all necessary or useful formalities with the registry of the competent commercial court and, more precisely, to publish an extract of these decisions in the Annexes to the Moniteur Belge and complete, sign and file Forms I and II thereon.

5. Vote

6. Any other business and closure

Documents:

EGM Agenda
ECGI Articles of Association
Proposed Amendments to the Articles of Association (English)
Proposed Amendments to the Articles of Association (French)
Proposed Statutes (French)

ECGI Annual General Meeting (4 May)

Agenda

1. Approval of the Minutes of the Annual General Assembly (AGM) of Friday 28 April 2017

2. Special Appointment of Auditor for 2017 Accounts

To seek approval of the auditor’s report, produced by “DGST & Partners – Réviseurs d’entreprises”, SCivPRL whose offices are located in Belgium, 1170 Brussels, avenue E. Van Becelaere, 28 A / 71, with Mr. Ghislain Dochen as permanent representative, and a fee of EUR 2.400 plus VAT and IRE fees for the year 2017.

3. Report on the Activities of the ECGI in 2017

To seek approval of the verbal report by the Chairman, David Devlin.

4. Presentation and Approval of Accounts for 2017

To seek approval of the Annual Accounts for 2017.

5. Discharge of Auditor

To seek general discharge of the auditor regarding the execution of his function during 2017.

6. Discharge of Directors

To seek general discharge of the directors regarding the execution of their functions during 2017.

7. Re-election of Certain Board Directors

To seek approval of the re-election of the following directors for a period of three years (until the AGM in 2021):

Gerard Hertig
Lisa Rabbe
Daniela Weber-Rey

8. Election of New Board Director

To seek approval of the election of Luca Enriques as ECGI director for a period of three years (until the AGM in 2021).

9. ECGI Development Plan and General Discussion

10. Presentation and Approval of Budget for 2018

To seek approval of the 2018 Budget.

11. Approval of Proposed Membership Fees for 2018

To seek approval to increase membership fees, which have been heretofore maintained at the original 2002 level, in line with current benchmarking to the following amounts:

Institutional Members EUR 2,500 [+ VAT] (from EUR 2,000)

Practitioner Members EUR 250 [+ VAT] (from EUR 100)

Academic Institutional Members EUR 2,000 [+ VAT] (NEW)

Academic Members EUR 100 [+ VAT] (from EUR 100)

Research Members EUR 0 (unchanged)

Patron Members EUR 0 (unchanged)

12. Appointment of Auditor

The General Assembly appoints as statutory auditor “DGST & Partners – Réviseurs d’entreprises”, SCivPRL whose offices are located in Belgium, 1170 Brussels, avenue E. Van Becelaere, 28 A / 71, with Mr. Ghislain Dochen as permanent representative. The mandate of statutory auditor relates to the financial years ending 31 December 2018, 2019 and 2020 and the audit fees are fixed at a yearly amount of EUR 2,400 plus VAT and IRE fees excluded.

13. Powers to be conferred for the implementation of the resolutions adopted

14. Other Business – Matters Arising

Documents:

2018 AGM Agenda
2017 AGM Minutes (English)
2017 AGM Minutes (French)
Luca Enriques Biography
2017 ECGI Accounts
2017 Auditor’s Report (English)
2017 Auditor’s Report (French)
2018 Budget
Memo Regarding Proposed Fee Changes in 2018