Difference between revisions of "Spera Bank March 2020 Shareholders Meeting"

From Republic of Texas
m (Introduction from the Chair: removing clarification on why Greene is standing for both Chair and Trustee since details are contained in the issue themselves)
(Issues: including vote tally)
 
Line 16: Line 16:
 
'''Issue 2:''' Election of the Chair of the Board of Directors
 
'''Issue 2:''' Election of the Chair of the Board of Directors
 
* Greene/8360 was elected by the shareholders in December 2019 to serve as Chair for the 1st Quarter of 2020. He is standing to be re-elected for a second term. He currently serves as Co-Managing Partner for Taith Group, and has past experience running a massive conglomerate that dominated banking for almost an entire year.
 
* Greene/8360 was elected by the shareholders in December 2019 to serve as Chair for the 1st Quarter of 2020. He is standing to be re-elected for a second term. He currently serves as Co-Managing Partner for Taith Group, and has past experience running a massive conglomerate that dominated banking for almost an entire year.
* Sidd/184908 was appointed by the shareholders in December 2019 to serve as one of its representatives to the then-executive committee. He has been re-elected successively each month to the Steering Committee and now the Board of Trustees. He is standing to be elected to and serve the shareholders in a different capacity as Chair for the 2nd Quarter of 2020.
+
* Sidd/184908 was appointed by the shareholders in February 2020 to serve as one of its representatives to the Board of Trustees. He is standing to be elected to and serve the shareholders in a different capacity as Chair for the 2nd Quarter of 2020.
 
* The options are to either re-elect Greene to a second term or elect Sidd to a first term.
 
* The options are to either re-elect Greene to a second term or elect Sidd to a first term.
  
Line 28: Line 28:
  
 
'''Issue 5:''' Re-Appoint @Sidd/184908 to the Board of Trustees
 
'''Issue 5:''' Re-Appoint @Sidd/184908 to the Board of Trustees
* This individual has served as a [[Spera Bank Board of Trustees|Trustee]] since January 2020. They are standing to be re-appointed to the April 2020 Leadership Committee and its accompanying Board of Trustees. While standing for election as Chair, he is also standing to be appointed directly to the Board of Trustees. Should he be elected as Chair for his first term, then his candidacy as a Trustee will be invalidated as he will already automatically be a member of the Board in his capacity as Chair.
+
* This individual has served as a [[Spera Bank Board of Trustees|Trustee]] since March 2020. They are standing to be re-appointed to the April 2020 Leadership Committee and its accompanying Board of Trustees. While standing for election as Chair, he is also standing to be appointed directly to the Board of Trustees. Should he be elected as Chair for his first term, then his candidacy as a Trustee will be invalidated as he will already automatically be a member of the Board in his capacity as Chair.
 
* The options are either to confirm or reject their reappointment.
 
* The options are either to confirm or reject their reappointment.
  
 
'''Issue 6:''' Re-Appoint @Cosimo de Medici/184588 to the Board of Trustees
 
'''Issue 6:''' Re-Appoint @Cosimo de Medici/184588 to the Board of Trustees
* This individual has served as a [[Spera Bank Board of Trustees|Trustee]] since March 2020. They are standing to be re-appointed to the April 2020 Leadership Committee and its accompanying Board of Trustees.
+
* This individual has served as a [[Spera Bank Board of Trustees|Trustee]] since January 2020. They are standing to be re-appointed to the April 2020 Leadership Committee and its accompanying Board of Trustees.
 
* The options are either to confirm or reject their reappointment.
 
* The options are either to confirm or reject their reappointment.
  
Line 57: Line 57:
 
* The options are to have no dividends, 25% dividends, or continue with 50% dividends.
 
* The options are to have no dividends, 25% dividends, or continue with 50% dividends.
  
 +
= Vote Tally =
 +
{| class="wikitable sortable"
 +
|-
 +
! Issue    !! Description                !! Yay  !! Nay  !!      !! Result        !! Ballots Cast !! Participation
 +
|-
 +
| Issue 1  || Approving the LC Outcomes  || 4,025 ||    0 ||      || Motion passes || 80.5% || 43.8%
 +
|-
 +
| Issue 2  || Chair Election              || 3,676<sup>a</sup> ||  349<sup>b</sup> ||      || Greene wins  || 80.5% || 43.8%
 +
|-
 +
| Issue 3  || Re-Appoint Lucianus        || 4,025 ||    0 ||      || Motion passes || 80.5% || 43.8%
 +
|-
 +
| Issue 4  || Re-Appoint Factorian Kallio || 4,025 ||    0 ||      || Motion passes || 80.5% || 43.8%
 +
|-
 +
| Issue 5  || Re-Appoint Sidd            || 4,025 ||    0 ||      || Motion passes || 80.5% || 43.8%
 +
|-
 +
| Issue 6  || Re-Appoint Cosimo          || 4,025 ||    0 ||      || Motion passes || 80.5% || 43.8%
 +
|-
 +
| Issue 7  || Appoint Rob                || 4,025 ||    0 ||      || Motion passes || 80.5% || 43.8%
 +
|-
 +
| Issue 8  || Appoint Greene              || 4,025 ||    0 ||      || Motion passes || 80.5% || 43.8%
 +
|-
 +
| Issue 9  || 3rd Party Employment        ||  965<sup>c</sup> || 3060<sup>d</sup> ||      || Motion fails  || 80.5% || 43.8%
 +
|-
 +
| Issue 10 || Blind Trusts                || 2,766<sup>e</sup> || 1259<sup>f</sup> ||      || Motion passes || 80.5% || 43.8%
 +
|-
 +
| Issue 11 || Dividends                  ||    0 ||  500<sup>g</sup> || 3525<sup>h</sup> || 50% dividends || 80.5% || 43.8%
 +
|}
 +
''Notes'':
 +
* a. 3,675 ballots were cast to re-elect Greene as Chair of the Board
 +
* b. 349 ballots were cast to elect Sidd as Chair of the Board
 +
* c. 965 ballots were cast in favour of implementing the disclosure policy
 +
* d. 3,060 ballots were cast in opposition of the disclosure policy
 +
* e. 2,766 ballots were cast in favour of introducing the Blind Trusts component of the disclosure policy. Since Issue 9 failed, this Issue is has no effect.
 +
* f. 1,259 ballots were cast in opposition of the Blind Trusts component of the disclosure policy.
 +
* g. 500 ballots were cast to pay 25% of our February profits as dividends
 +
* h. 3,525 ballots were cast to pay 50% of our February profits as dividends
 +
 +
These numbers are as of 18:15 GMT Sunday 22nd March 2020.
 +
 +
[[category:Spera]]
  
 
= Vote Tally =
 
= Vote Tally =

Latest revision as of 11:15, 22 March 2020

The agenda for the Board Meeting is posted in advance of the meeting to offer Shareholders the opportunity to evaluate and take positions. The March 2020 Shareholders Meeting will occur from Saturday 21st March 2020 and conclude at the end of day 22nd March 2020.

Introduction from the Chair

Welcome to the March 2020 Shareholders Meeting; where all Shareholders weigh in and vote, influencing the direction of the Bank and its Leadership for another month. This marks a milestone: I have been honoured and privileged to serve as your Chair for our first quarter of 2020, and I will be standing for election to a second term. I hope I have earned your trust, and I ask for your support to be re-elected to a second term.

Some housekeeping;

  1. As voted on by the shareholders in December 2019, the position of Chair is elected quarterly. The January 2020 EC, which implemented the meeting schedule we're following, also outlined that the Outgoing Chairperson, if applicable, will on-board the Incoming Chairperson before the end of their term. To that end, should I not be re-elected, I will actively and wholeheartedly endeavor to support my successor.
  2. This will probably have gone unnoticed by most if not all, however both Rob and I are now direct shareholders. I additionally wield the Taith Group's shares. To that end, Rob/168426 casts 5 ballots when he votes, and I cast 2206 ballots.
  3. Last month, our Shareholders voted to create the Spera Bank Employee Union, and also to have its ballots cast alongside those of the Deputy Chair. Lucianus/158504 has served in this capacity and continues to do so. He therefore casts a total of 375 ballots.

Issues

Issue 1: Confirmation of the Results and Outcomes of the March 2020 Leadership Committee

  • Recognizing that the March 2020 Leadership Committee will not conclude until the end of the month, this serves to confirm the existing progress, results, and outcomes, and implied acquiescence of any additional product. Specific concerns or reservations on any potential future product output must be registered with the Chair.
  • The options are to either approve or reject this measure.

Issue 2: Election of the Chair of the Board of Directors

  • Greene/8360 was elected by the shareholders in December 2019 to serve as Chair for the 1st Quarter of 2020. He is standing to be re-elected for a second term. He currently serves as Co-Managing Partner for Taith Group, and has past experience running a massive conglomerate that dominated banking for almost an entire year.
  • Sidd/184908 was appointed by the shareholders in February 2020 to serve as one of its representatives to the Board of Trustees. He is standing to be elected to and serve the shareholders in a different capacity as Chair for the 2nd Quarter of 2020.
  • The options are to either re-elect Greene to a second term or elect Sidd to a first term.

Issue 3: Re-Appoint @Lucianus/158504 to the Board of Trustees

  • This individual has served as a Trustee since January 2020. They are standing to be re-appointed to the April 2020 Leadership Committee and its accompanying Board of Trustees.
  • The options are either to confirm or reject their reappointment.

Issue 4: Re-Appoint @Factorian Kallio/142951 to the Board of Trustees

  • This individual has served as a Trustee since January 2020. They are standing to be re-appointed to the April 2020 Leadership Committee and its accompanying Board of Trustees.
  • The options are either to confirm or reject their reappointment.

Issue 5: Re-Appoint @Sidd/184908 to the Board of Trustees

  • This individual has served as a Trustee since March 2020. They are standing to be re-appointed to the April 2020 Leadership Committee and its accompanying Board of Trustees. While standing for election as Chair, he is also standing to be appointed directly to the Board of Trustees. Should he be elected as Chair for his first term, then his candidacy as a Trustee will be invalidated as he will already automatically be a member of the Board in his capacity as Chair.
  • The options are either to confirm or reject their reappointment.

Issue 6: Re-Appoint @Cosimo de Medici/184588 to the Board of Trustees

  • This individual has served as a Trustee since January 2020. They are standing to be re-appointed to the April 2020 Leadership Committee and its accompanying Board of Trustees.
  • The options are either to confirm or reject their reappointment.

Issue 7: Appoint @Rob/168426 to the Board of Trustees

  • As a Shareholder, our Chief Financial Officer, and now the SBEU's Executive Director, Rob has been consistently and doggedly involved in our organization. He has experience in leadership, successfully running and serving in alliance governments and being the Co-Managing Director of the Taith Group. He is standing to be appointed to the April 2020 Leadership Committee and its accompanying Board of Trustees.
  • The options are either to confirm or reject their appointment.

Issue 8: Appoint @Greene/8360 to the Board of Trustees

  • As the majority Shareholder and first Chairman of the Board of Directors, Greene has devoted more time and energy into strengthening and emboldening Spera as an organization than any other Shareholder outside of the Senior Management Team. While standing for re-election as Chair, he is also standing to be appointed directly to the Board of Trustees. Should he be elected as Chair for a second term, then his candidacy as a Trustee will be invalidated as he will already automatically be a member of the Board in his capacity as Chair.
  • The options are either to confirm or reject their appointment.

Issue 9: Third-Party Bank Ownership and Employment by Staff and Elected Officials

  • Several of our elected shareholders and employed executives either own shares in or are employed by our competitors. The nature of our business is that there is a limited number of great locations to invest in or work for, so naturally there will be considerable overlap. Inherently this can create at minimum a perceived conflict of interest. To that end, any employee hired by the Board of Trustees, and any shareholder elected to the Board of Trustees, must disclose to the Chair any investments or employment in third party entities that conduct same or similar business to Spera. The Chair must then make that information available to the Senior Management Team. Failure to disclose this information immediately may result in the removal of said individual from their position. This policy also applies to existing contracts.
  • The options are to either approve or reject this measure.

Issue 10: Blind Trusts and Conflicts of Interest

  • Implementation of this issue is contingent on the passage of Issue 9.
  1. In the event that a Trustee or contractually bound executive own assets, shares, securities, or related, in a competitor that a super-majority (simple majority + 1) of the Leadership Committee deems as a risk to the integrity of Spera; that individual may be compelled by the Chair to either place the offending asset into the control of the Spera Bank Employee Union for the duration of their contract (Blind Trust), thereby alleviating themselves of any rights or responsibilities related to the asset, or they may sell the asset in a manner that does not allow them to continue to retain any rights or responsibilities.
  2. In the event that a Trustee or contractually bound executive is employed or otherwise engaged with a competitor that a super-majority (simple majority + 1) of the Leadership Committee deems a risk to the integrity of Spera; that individual may be compelled by the Chair to resign and abdicate any relationship or responsibility to that external entity, and provide reasonable assurances to the Leadership Committee that no such relationship exists any longer.
  • The options are to either approve or reject this measure.

Issue 11: Dividends

  • Issue 5 of the February 2020 EC outlined that the Board must decide on the amount of the bank's profits they wish to receive as dividends for the preceding month. We therefore are voting to decide on how much of February 2020's profits, which includes those profits made from the Orbis Lottery, will be distributed as dividends to our shareholders.
  • The options are to have no dividends, 25% dividends, or continue with 50% dividends.

Vote Tally

Issue Description Yay Nay Result Ballots Cast Participation
Issue 1 Approving the LC Outcomes 4,025 0 Motion passes 80.5% 43.8%
Issue 2 Chair Election 3,676a 349b Greene wins 80.5% 43.8%
Issue 3 Re-Appoint Lucianus 4,025 0 Motion passes 80.5% 43.8%
Issue 4 Re-Appoint Factorian Kallio 4,025 0 Motion passes 80.5% 43.8%
Issue 5 Re-Appoint Sidd 4,025 0 Motion passes 80.5% 43.8%
Issue 6 Re-Appoint Cosimo 4,025 0 Motion passes 80.5% 43.8%
Issue 7 Appoint Rob 4,025 0 Motion passes 80.5% 43.8%
Issue 8 Appoint Greene 4,025 0 Motion passes 80.5% 43.8%
Issue 9 3rd Party Employment 965c 3060d Motion fails 80.5% 43.8%
Issue 10 Blind Trusts 2,766e 1259f Motion passes 80.5% 43.8%
Issue 11 Dividends 0 500g 3525h 50% dividends 80.5% 43.8%

Notes:

  • a. 3,675 ballots were cast to re-elect Greene as Chair of the Board
  • b. 349 ballots were cast to elect Sidd as Chair of the Board
  • c. 965 ballots were cast in favour of implementing the disclosure policy
  • d. 3,060 ballots were cast in opposition of the disclosure policy
  • e. 2,766 ballots were cast in favour of introducing the Blind Trusts component of the disclosure policy. Since Issue 9 failed, this Issue is has no effect.
  • f. 1,259 ballots were cast in opposition of the Blind Trusts component of the disclosure policy.
  • g. 500 ballots were cast to pay 25% of our February profits as dividends
  • h. 3,525 ballots were cast to pay 50% of our February profits as dividends

These numbers are as of 18:15 GMT Sunday 22nd March 2020.

Vote Tally