Decision

That NYC, acting as Shareholder/owner of NYnet
Limited (the “Company”), has approved:
• the appointment of Nigel McCloy as a director to the
Company:
• the removal of Cllr Mark Crane as director to the
Company.

Reasons for the decision

Due to the Company being a
“teckal” compliant company, the Company’s
articles of association includes various reserved matters, which
are decisions that must be taken by the Company’s
shareholder. As NYC is the sole member of the Company, NYC’s
approval was required to enable the Company to appoint new
directors. In particular Reserved Matter 16 within the
Company’s articles of association requires shareholder
approval for “the appointment and removal of any
director.” Director appointments and removal of Council
directors are also specifically delegated to the Shareholder
Representative under the Shareholder Committee terms of
reference.

The appointment of Nigel McCloy as a director is a temporary
appointment until there is a change in the Company’s Articles
of Association to ensure the Company remains a “teckal”
compliant company.

Alternative options considered

The following options were considered and
rejected:

• Not appointing a Director – This option was rejected
as it was considered necessary until there is a change in the
Company’s Articles of Association to ensure the Company
remains a “teckal” compliant company