Governance
Overview
Everything we do on behalf of our members is informed and directed by them, through their involvement in Pact Council and our various working groups.
Pact Council oversees the work of the Pact team and approves operational budgets and financial plans. Council also debates and agrees all Pact policies, campaigns, terms of trade negotiations and collective agreements.
Council meets on the second Wednesday of each month and a quorum of one third of Council is required for any votes made at the meeting to be valid.
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What is the Make-Up of Council?
Council is made up of 12 voted seats, which are:
- Chair (x1)
- Council seats (x8)
- Wales Nations Representative (x1) – voted for by full Welsh members only
- Scotland Nations Representative (x1) – voted for by full Scottish members only
- Northern Ireland (NI) Nations Representative (x1) – voted for by full NI members only
Additional members may be co-opted.
How is Council Elected?
Elections are held every two years. Council seats are open to Full Producer and Film members of Pact and are voted for by the same class of members, with one vote per company.
Voting rights are not given to Affiliate, Broadcaster or Facilitator members, or the subsidiary companies of a Group, only the Parent company gets the vote.
Voting members are notified well in advance of an election with regards to the nomination and voting process.
No Council member can stand for more than three consecutive terms. This is to ensure that Council is constantly evolving.
When a new Council is elected, it must consider whether there is a sufficient balance of experience. If Council judges there to be a lack of representation of any kind, then it has a duty to co-opt other members to ensure it is properly balanced and experienced to carry out its duties. Co-optees are usually selected from members who stood for Council but were not elected, or who have indicated that they would like to be considered for co-option.
Statutory Duties of Council
All Council members (including the Chair and co-optees) are appointed as legal directors of Pact.
Upon election or co-option to Council, the Company Secretary of Pact registers the relevant Council member at Companies House and will resign the director once their term ends.
The responsibilities of the directors are the same as with any Company Director as per the Companies Act.
Financial Duties of Council
The day-to-day finances of Pact are managed by the Financial Director and CEO. However, the Financial Director and CEO present financial information to Council on a monthly basis, and Council are required to do the following:
• Review and approve the annual budget and to monitor this compared to the actual results of the company on a quarterly basis.
• Review and approve any strategic business plans presented by the CEO and Financial Director.
• Review and approve the quarterly management accounts.
• Review and approve the statutory, audited accounts which are presented to Council and all members at the Annual General Meeting (AGM).
Financial Governance
We have a Finance Committee that is made up of members who review the budgets, business plans and accounts on a quarterly basis and report back to Council. This is to provide added assurance on the financial position of the company.
Pact is audited on an annual basis by an independent firm of accountants and as well as preparing the statutory accounts, the auditors report their findings to the Finance Committee at a meeting held in November each year.
The statutory accounts are then presented at the AGM in December.