To All Full Members of the DSDM Consortium
Dear Member,
Please find enclosed the following documents concerning the Annual General Meeting of Dynamic Systems Development Method Limited to be held on Thursday, 24th April 2008:
- Notice of the Annual General Meeting
- Accounts for the year ended 31st December 2007
- Form of Proxy
- List of Director Candidates
You will note that, on the Agenda for this year’s Annual General Meeting, as well as the usual ordinary business, there are two non-standard items to consider.
Appointment of new Auditors
Firstly, you will see that the Board have appointed new Auditors during the year to replace the previous Auditors, Day Smith & Hunter who have resigned. Previously, we have employed Magee Gammon to prepare quarterly statements for us as well as using Day Smith & Hunter to audit the final accounts. This has obviously been an extra cost for the Consortium and the decision was therefore made by the Board to reduce costs by asking Day Smith & Hunter to stand down and replacing them with Magee Gammon.
These new Auditors now have to be re-appointed by the Members. We trust that you are happy with our decision and recommend that you re-appoint Magee Gammon as Auditors for the forthcoming year.
Membership Fees
The second non-standard item is the increase of fees by 2.5% to take effect from 1st July 2008. Due to continually increasing costs, we feel that we have no alternative but to increase fees again for this year. We trust that you understand the reasons and will support the Board in this proposal.
Change to Articles of Association
Finally, there is a special resolution (which requires a 75% majority of those members at the meeting) concerning a small change to the Articles of Association of the Company. You will recall that, at the last AGM, you approved an addition to the Articles, Article 16, allowing for an Academic SIG to be set up. One of the rights of this new SIG is that it can appoint a Director to the Board and remove that Director. The aim of this change was to allow the academic community input at board level.
It was not the intention that this person should retire for re-election by the Members at General Meeting as this could take control away from the Academic SIG to have a representative on the Board. To make this absolutely clear, we therefore propose adding the following sentence to the end of Article 16A 4): “Any Director appointed by the Academic SIG shall not be subject to retirement in accordance with Article 18A.” We trust that you are happy with this small change and recommend that you vote in favour of the special resolution.
If you have any questions regarding the proposed change, please do not hesitate to contact either myself or Mary Henson.
Board
This year there are four board vacancies and of the four candidate directors nominated, three are retiring for re-election and the fourth is a new candidate. You will have the opportunity to vote for these candidates and if you wish to register an objection to any of the three candidates standing for re-election, you can do so either in person at the AGM or through your proxy. Please note, however, that, for a Director not to be appointed there would have to be a majority vote of the Members against his or her appointment. With regard to the fourth candidate, Victor Page, he does have to be elected and if you wish to vote you can do so in person at the AGM or through your proxy.
I look forward to welcoming you on 24th April. To confirm your attendance or send your apologies please email: agm2008@dsdm.org.
Yours faithfully,
Barry Fazackerley
Chairman