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Progress Update on Implementing the GIB Special Share



On 2 February the UK Government announced that the UK Green Investment Bank plc (GIB) would create a ‘Special Share’ as part of the process to introduce private capital to the organisation.

The Special Share will preserve GIB’s commitment to its green purposes without compromising its independence or ability to attract investors. The sole function of the Special Share will be to give its holder special voting powers to ensure that GIB remains permanently under a legally enforceable obligation to invest exclusively in accordance with its green purposes, as currently set out in the objects of its Articles of Association.

GIB has published today full details of how it intends to implement the Special Share arrangements. These details are set out in a letter sent previously to parliamentarians from GIB chairman, Lord Smith of Kelvin (attached).

GIB has also provided details of three key milestones in the implementation of the Special Share arrangements.

First, an Extraordinary General Meeting has been held with GIB’s sole shareholder, the UK Government, to amend GIB’s Articles of Association to allow for the creation of a Special Share. Details are provided on our website.

Secondly, a new Special Shareholder company has been incorporated: Green Purposes Company Ltd. It has been established, like GIB, as a Scottish registered company and is intended to be suitable to apply for registration as a Scottish charity should the Trustees so wish. The company number is SC 529 326.

Finally, GIB has secured agreement from three reputable and well established institutions to help GIB find individuals to serve, in a personal capacity, on a Nominations Committee. That Nominations Committee will be asked to select the final three permanent Trustees of the Special Shareholder. The institutions helping GIB to find the members of the Nominations Committee are:

· The Royal Society. Founded by Royal Charter in the 1660s, the Royal Society is the UK’s national science academy and has expertise in energy, environment and climate science.

· ICAS. Founded by Royal Charter in 1854, ICAS is a professional body for Chartered Accountants.

· The Law Society of Scotland. Established in 1949, the Law Society of Scotland is a professional body for solicitors.

This process will ensure that the individuals on the Nominations Committee have been appointed independently and will be well equipped to select permanent Trustees appropriately skilled in corporate governance, with knowledge of corporate law and with a sound understanding of environmental issues.

Commenting on progress, Lord Smith of Kelvin, GIB’s Independent Chair, said: “We are committed fully to implementing a new Special Share to ensure protection for GIB’s green purposes following GIB’s move into the private sector. The special share will provide a lock over our green purposes by an independent third party, in place of the current protections provided through the 2013 Enterprise and Regulatory Reform Act.

“It is important to note that the existing statutory protections over the green purposes will remain in place until the point at which the Special Share is implemented. There will be no gap.

“We have today announced progress on three key parts of the Special Share arrangements: passing the resolution to establish the share; incorporating the company to hold it; and, identifying the independent bodies which will help us find well qualified individuals to form a Nominations Committee tasked with finding permanent trustees.

“We will continue to provide updates on our progress as we proceed.”


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