Constitutional changes for ALARM

Monday 18 November 2019

The ALARM Board is reviewing ALARM’s governance and has begun a fundamental re-evaluation of its constitutional arrangements.

We need to ensure ALARM’s constitutional arrangements remain fit for purpose and flexible enough to meet the challenges of a rapidly changing environment.

At the heart of ALARM’s constitutional arrangements is its Articles of Association.

The Articles of Association form ALARM’s constitution, define the responsibilities of its directors and are the means by which the shareholders (ALARM’s voting members) exert control over the Board of Directors.

It has been some time since the last review and changes have been suggested to take in the latest guidance from Companies House.

ALARM has changed significantly since its original inception in the early 1990’s and some aspects of the current Articles date back to those days.

Although a review is overdue, the Board feels it important to retain the elements we value most in any proposed changes. We are proud that ALARM is an organisation for risk managers, run by risk managers.

The Board of Directors is made up from the ALARM membership and is accountable to the membership. Any changes to our constitution need to retain the important elements of control and accountability.

ALARM faces the challenge to find individuals to serve on the Board.

ALARM needs directors with appropriate skills who have the capacity (within their working lives) to commit the time to undertake Board responsibilities fully.

A new constitution is being drafted. It is based on the model articles of association for limited companies issued by Companies House. These will be supplemented with a set of Company Rules to provide the governance framework within which ALARM will operate. These should be clearer and accessible, and more up-to-date than the current Articles.

The Board will be reviewing the drafts of these amended Articles at its meeting in December 2019. It will be consulting with the ALARM membership early in 2020, with a view to putting the new arrangements to a vote of the membership in time for the Annual General Meeting in June 2020.

If you have any thoughts on new Articles for ALARM, please contact the ALARM Office.

Peter Andrews, Head of Risk and Information Governance, Hampshire County Council and ALARM Company Secretary

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