Virtual AGM approves changes to TIO constitution

On Tuesday 15 December 2020 the Telecommunications Industry Ombudsman (TIO) Limited held its first virtual Annual General Meeting. A key agenda item was proposed amendments to the TIO's Constitution. While the amendments were relatively minor in nature, they will assist with improving the operation of the TIO scheme by bringing it into line with current legal requirements and good practices of governance.

Members who attended the virtual meeting unanimously passed the amendments.

The amendments included:

• Changes to modernise the Constitution by allowing a Member to appoint a proxy electronically.
• Amendments to the clauses relating to the appointment of Directors. A key change was bringing together in one clause the common appointment criteria for each category of Director.
• The term of appointment for a director changed from a fixed period of 3 years, to a term specified by the Board of up to 3 years. The change allows the Board flexibility to "stagger" the appointment terms for Directors, so they expire in an ordered spread over a period of time.
• Wording regarding circular resolutions of the Board. This amendment allows a circular resolution to be passed without the assent of Directors who are unavailable to consider it (for example due to serious illness), and allows for a circular resolution to be passed by electronic means, for example by email.
• Deletion of wording allowing a director to appoint an alternate or substitute director to act in their place. The Board considers it is better governance practice for Directors to aim to attend each Board meeting personally.
• Members will be required to treat any Acting Ombudsman as having the same functions and powers as the Ombudsman under all legislation, the Constitution and the TIO Terms of Reference.
• A new role of Acting Deputy Ombudsman will be provided for, although nobody will be appointed to that role in the short term as there is no Deputy Ombudsman at present and no current plan to appoint one. As the potential exists under the Constitution to appoint a Deputy Ombudsman, it makes sense to allow for the appointment of an Acting Deputy Ombudsman.

Read the revised Constitution.