eoa AGM: Frequently Asked Questions

The employee ownership sector has grown significantly in recent years, and with it, the role of the eoa. We are supporting more members, engaging more deeply in policy, and operating in a more complex environment. These changes are about ensuring our governance remains fit for the future and aligned to the scale of our ambition.

The eoa will remain a member-owned association. Our purpose, values and commitment to growing employee ownership do not change. We are also retaining an annual AGM because we believe that remains best practice in accountability and good governance.

The aim is to create a governance model that is more focused, more flexible, and better suited to the future needs of the eoa. The proposals are designed to strengthen member voice, improve accountability, and create greater flexibility to appoint the skills and experience needed to support delivery of our strategy.

The proposed Board structure is:
2 Executive Directors: the CEO and one eoa team member who is not part of the SLT
4 Non-Executive Directors from eoa employee owned members, including 1 representative from the EMC
up to 3 other Non-Executive Directors from non-eoa member businesses

This gives a core Board of 9 Directors, with flexibility for the Chair and Vice Chair to sit on top of that where appointed from outside the Board, subject to the revised Articles and EMC approval.

As the eoa’s role has grown, so too has the range of skills and experience needed around the Board table.

A key part of the proposed change is a move away from Board seats being tied to member businesses, and towards appointing individuals against the skills, experience and perspective the eoa needs at that point in time.

This is an important shift. It creates a more open and stable approach to Board composition, strengthens our ability to plan around a balanced skills mix, and reduces the risk of disruption when individuals move on from the businesses they work for.

It also gives the eoa greater flexibility to appoint the capabilities needed to support delivery of our strategy, including in areas such as policy, strategy, advocacy and association leadership. Some of these skills may sit within the membership, and some may not. The proposed model allows us to respond to that reality more effectively.

The current Articles limit our ability to find all of the skills and capacity we need within the membership. That is increasingly restrictive. The proposed inclusion of non-member Non-Executive Directors gives the eoa the flexibility to appoint against the skills and experience required to support execution of our strategy, including in areas such as policy, strategy, advocacy and association leadership.

No. Retaining member voice and ultimately member control is a key feature of the redesign. Member voice will continue through the four Non-Executive Director seats drawn from eoa employee owned members, through the dedicated EMC seat within those four, and through the EMC’s stronger formal role in approvals, accountability and governance.

The EMC will continue as the membership’s representative body, but with a stronger and more formal role within the governance model. It will have a dedicated Board seat within the four Non-Executive Director seats drawn from eoa employee owned members, and it will also play a stronger role in approvals, accountability and the connection between the membership and the Board.

No. The EMC representative on the Board cannot be the Chair or Co-Chair of the EMC. In addition, the EMC Director needs be from an employee owned, member business who doesn’t provide advisory services.

The EMC is already working well and contributing in a meaningful way. Strengthening its role is a balanced and pragmatic way to retain strong member voice while also creating opportunities to appoint non-member Directors where specific skills are needed. It also makes the eoa’s governance more similar to structures many of our members already use in their own businesses.

Under the proposed model, the Nominations committee (made up of a number of board members, an EMC rep and CEO) would review and shortlist, interview, and then make recommendation to the EMC to ratify the appointment. This creates a more flexible and practical approach that retains member control, via the EMC, allowing the eoa to appoint when needed rather than waiting for a single annual moment.

Yes. Directors will be appointed on a 3+3+1+1+1 model, retaining the overall maximum duration term for current directors

At present, Directors are appointed at the AGM. In practice, that creates limited opportunities and is not flexible enough for the needs of a modern association. Moving to appointments as roles become available is a welcome improvement because it allows the eoa to respond more effectively to vacancies, timing and skill needs.

Although the eoa is not itself employee owned, we are owned by our members. We want our governance to better reflect some of the practices many of our members deploy in their own businesses, including structured staff representation. The proposed role brings direct internal insight into the Boardroom in a proportionate and deliberate way.

The role will be appointed through an application process developed by the eoa and overseen by the Nominations Committee. It will be open to members of the current team who meet the requirements of the role. The eoa will support the successful post holder with training and development.

The three-year cap is intended to achieve two things. First, it allows others over time to benefit from the development opportunity the role provides. Second, it ensures the Board benefits from different internal perspectives over time.

No. The proposed role is for an additional Executive Director from within the eoa who is not a member of the Senior Leadership Team.

Yes. The revised Articles state that a Director cannot be employed or engaged by a business that provides advisory services to the employee ownership sector. The same restriction applies specifically to the Chair and Vice Chair.

The eoa maintains, and will continue to maintain, a skills matrix. This helps ensure the Board is built around a complementary mix of skills and experience, rather than relying on who happens to be available through existing structures.

Under the current Articles, appointments are more closely tied to member businesses. That means an individual on the Board could leave that business, and the member business could appoint a replacement with a different skill set. That is not helpful when trying to maintain a structured Board with complementary skills.

The proposed governance model formalises the role of Vice Chair alongside the Chair and provides greater clarity around these senior roles. The revised Articles also allow the Chair and Vice Chair to become Directors if appointed from outside the existing Board, subject to the rules set out in the Articles.

If the Articles are approved, the first step will be the appointment of a new Chair, as the current Chair will be stepping down after six years in post.

No. The Board has agreed not to appoint the next Chair from within the existing Board.

Because the Board has agreed not to appoint the next Chair from within the existing Board, the successful candidate will be appointed from outside the current Board and will therefore become an ex officio Director under the revised Articles.

Because the current Vice Chair, Chris Earnshaw, is a Member Director. That means the senior leadership of the Board continues to retain a direct link to the membership while allowing the new Chair to be appointed from outside the existing Board.

The eoa has established service level agreements for the Chair and Vice Chair. These provide greater clarity around expectations, contribution and accountability in both roles.

Yes. Although retaining an annual AGM is no longer required in the same way, the eoa has chosen to continue doing so as a matter of best practice, accountability and good governance. The revised Articles retain the annual AGM.

If approved, the updated Articles will be filed with Companies House. They will then provide the basis for future appointments and for the phased transition to the new governance model.

No. The transition will happen in a phased and orderly way. The first step will be appointing a new Chair. After that, change will happen over time as existing Directors reach the end of their terms.

Existing Directors will not all change at once. As terms come to an end, or if Directors chose to step down, the eoa will consider what is needed under the new governance model. In some cases, that may mean appointing into a role set out in the new Articles. In others, it may mean removing a seat where that better reflects the future shape of the Board.

The intention is for all Director positions under the updated model to be in place by 2028. This is in line with current terms.

In addition to the EMC Director, governance will become a recurring item on the EMC agenda, and Directors will be encouraged to attend EMC meetings where possible to strengthen the connection between the two bodies.

No. The purpose and values of the eoa remain unchanged. These changes are about governance design, not mission.

Anyone from an eoa member business can attend our AGM. Members Duly Appointed Representatives will receive detailed information on eoa AGMs, including upcoming resolutions and how they can vote ahead of each meeting.