Appendix 5: Due Diligence Executive Summaries
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Having reviewed the intentions of the colleges to establish the Shadow Board as the Board of
GMC at the point of Merger, as set out in the Roadmap to Mergers, we have highlighted in
Clause 6.3 of Section C of the Report that there are certain constitutional requirements which
will affect how this is achieved, to ensure that:
6.2.1 the composition of the Board meets the requirements of the 1992 Act;
6.2.2 the required processes and elections are conducted to make the appointments to the
Board; and
6.2.3 the existing Board members are in agreement (insofar as relevant) as to their early
retiral from their positions.
We also highlight in Clause 6.3 the importance of ensuring that the Shadow Board only acts
within the scope of delegation from the colleges and that where such delegation has not been
given, any conclusions of the Shadow Board be presented as recommendations for approval of
the relevant college boards, who will make any decision as to the exercise of the college's
powers.
For further information in relation to these matters and please refer to Clause 6.3 of Section C of
the Report.
6.3 Charity Issues
The consent to the Merger of the Office of the Scottish Charity Regulator will require to be
obtained. For further details please to refer to Clause 6.7 of Section C of the Report
7. GENERAL COMPLIANCE ISSUES
7.1 Data Protection and Freedom of Information
We have not identified any material obstacles to the proposed Merger in the context of our
review of the materials provided by GCNS which relate to data protection ("DP") and freedom of
information ("FOI"). Given that the other colleges have their own DP and FOI policies, it will
be necessary to consider which of these policies will apply post Merger.