6.2 Shadow Board
Having reviewed the intentions of the colleges, set out in the Roadmap to Merger, to establish
the Shadow Board as the Board of GMC at the point of Merger, 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. In summary it will be necessary 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 board(s), for it/them to make any decision as to the exercise of the statutory
powers.
For further information in relation to these matters 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 refer to Clause 6.7 of Section C of the Report.
The members of the Shadow Board will also be subject to the same charity trustee duties as
actual board members of a charity given their important role in the Merger process.
7. GENERAL COMPLIANCE ISSUES
7.1 Data Protection and Freedom of Information
We have not identified any material obstacles to the Merger in the context of our review of the
materials provided by GMC 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.
93
Appendix 5: Due Diligence Executive Summaries