RTM Co - Confidentiality of Board Meetings

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    RTM Co - Confidentiality of Board Meetings

    Not sure I'm posting in the right section, I have a question about board meetings for RTM Co directors. Are meetings supposed to be completely confidential or are board members allowed to discuss the content of meetings with other members? The members have a right to see the meeting minutes - although it seems our board arent keeping minutes, which is another problem in itself.

    #2
    There is no law requiring confidentiality other than general law, like the GDPR, or, I suppose theoretically, in exceptional circumstances, the laws on perverting the course of justice or the Official Secrets Act.

    The minutes should reveal anything important and the existence of redaction has to be obvious.

    It's not like a jury room where details of the discussion should not be revealed. However there may be cases where there is a moral duty to withhold those discussions.

    Some might, like many local councils do, have open sessions where the members can actually watch the meeting from the sides.

    It's not clear whether the answer you are trying to get is yes or no.

    Comment


      #3
      The management of leasehold property is supposed to be transparent so directors should discuss or disclose their minutes with members unless there is a very good reason for not doing so.

      Comment


        #4
        RTM members have a specific right to see the minutes, although they can be redacted. The OP was actually talking about details of the meeting that were not in the minutes (partly because there were no minutes!).

        Really there should not be any significant in the meeting that is not in the minutes, although I think a lot of directors of such companies have no idea of how to take minutes and their importance. Younger people don't belong to the sorts of clubs and societies where minute taking is normal practice, these days.

        Comment


          #5
          I am happy to amend #3 to read - directors should discuss what takes place at their meetings with members unless there is a very good reason for not doing so.

          Comment


            #6
            Thanks leaseholder64 and eagle2, much appreciate your answers.
            A bit of clarification: as a director of an RTM Co i got a call from a member who got into a bit of bother with his service charges. He's had a letter from the managing agent's solicitor threatening court action so he coughed up, but they've added fees of almost £1000, so he asked me what the fees were for.
            I told him to check his lease, since they can only charge what the lease stipulates (in his case it says interest plus legal fees) so he's queried this and it turns out that only £100 or so are for the solicitor, the rest are admin fees for the managing agent.

            He emailed the managing agent to challenge the fees and the agent responded by sending a stinking email to all directors asking which director has been speaking with the member, what they've been speaking about, what advice given etc, and the tone also implies that we shouldnt speak with members about matters that are discussed at director level.
            This seems a very heavy-handed thing to do, and the agent seems to be acting out of place, since it's the directors that appoint the agent.

            Comment


              #7
              Originally posted by ADDLED View Post
              This seems a very heavy-handed thing to do, and the agent seems to be acting out of place, since it's the directors that appoint the agent.
              What are the details in the contract with the managing agents?
              The contract should preferably make it clear what the agents responsibilities are regarding pursing late payments, and how much of the costs of this are included in the annual fee that they get paid (this should usually at least include sending out reminder letters if payments are missed).

              Since the leaseholders don't have a contract with the managing agents (it's the RTM company that does) and the service charge payments are payments to the RTM company (collected on their behalf by the MA), the MA cannot take legal action against the leaseholders in their own name, so any legal action should be pre-approved by the RTM directors. Is this approval given in the MA's contract? Or did they ask for permission?

              Comment


                #8
                I hope the managing agent isn't a director. Although that is technically legal, it is bad practice and creates a conflict of interest. I would expect a managing agent, as director, would have to declare an interest and abstain on most resolutions, if they were following the duties of a director, properly.

                It is pretty clear from the model articles that the government intent was that RTM management processes should be open. Also guidance for managing agents is that their fee structures should be open, so the agents fee for dealing with the debt should have been included in the menu of fees that the leaseholders had already seen.

                I think this is much more about protecting a nice earner for the managing agent than about corporate governance. I would start looking for a new, and more open, agent.

                Comment


                  #9
                  Thanks again. I've emailed the agent asking for a copy of their T&Cs. Are all members entitled to ask for this?

                  Originally posted by leaseholder64 View Post
                  I hope the managing agent isn't a director.
                  Jeez no; naive but not (quite) that stupid.

                  Comment


                    #10
                    Originally posted by ADDLED View Post
                    I've emailed the agent asking for a copy of their T&Cs. Are all members entitled to ask for this?
                    The RIC's Code of Practice for management of residential properties says that managing agents should provide asummary of their T's & C's to any leaseholder who requests this (but this doesn't necessarily mean a full company needs to be provided).

                    As a director you should really already have access to a full copy of their T's & C's and a copy of the contract that they have with the RTM.

                    Comment


                      #11
                      Originally posted by Macromia View Post
                      The RIC's Code of Practice for management of residential properties says that managing agents should provide asummary of their T's & C's to any leaseholder who requests this (but this doesn't necessarily mean a full company needs to be provided).
                      Tks Macromia. Is a leaseholder (i.e. someone likely being managed by their landlord's chosen agent) viewed the same as an RTM Co member (someone who is a shareholder) in this instance?
                      Apologies, not being argumentative, just curious.

                      Comment


                        #12
                        RTMs cannot have shareholders. RTM members must be either leaseholders or a landlord for the building (typically the freeholder).

                        Leaseholders don't have to be members of the RTM, in which case they have no more rights than a leaseholder of an external freeholder.

                        One of the things that confuses people is being both a leaseholder a members of the company.

                        The RICS guidelines relate to the leaseholder hat, not the company member hat.

                        Comment


                          #13
                          Originally posted by leaseholder64 View Post
                          RTMs cannot have shareholders. RTM members must be either leaseholders or a landlord for the building (typically the freeholder).
                          Sry i meant 'member', but you answered my question. tks 64

                          Comment


                            #14
                            Originally posted by ADDLED View Post
                            Thanks leaseholder64 and eagle2, much appreciate your answers.
                            A bit of clarification: as a director of an RTM Co i got a call from a member who got into a bit of bother with his service charges. He's had a letter from the managing agent's solicitor threatening court action so he coughed up, but they've added fees of almost £1000, so he asked me what the fees were for.
                            I told him to check his lease, since they can only charge what the lease stipulates (in his case it says interest plus legal fees) so he's queried this and it turns out that only £100 or so are for the solicitor, the rest are admin fees for the managing agent.

                            He emailed the managing agent to challenge the fees and the agent responded by sending a stinking email to all directors asking which director has been speaking with the member, what they've been speaking about, what advice given etc, and the tone also implies that we shouldnt speak with members about matters that are discussed at director level.
                            This seems a very heavy-handed thing to do, and the agent seems to be acting out of place, since it's the directors that appoint the agent.
                            I think that you need to consider changing your managing agent.

                            Collecting debts should be part of the management fee and charging £1,000 administration charges is unreasonable. The agent acts on behalf of the RTM and he should not be threatening legal action or instructing solicitors without the directors’ approval. Directors have every right to contact leaseholders directly although it is inadvisable to discuss matters which are the subject of legal proceedings. It seems that the leaseholder needed a strongly worded letter before making payment and it does not cost £1,000 or require a solicitor to issue such a letter.

                            It looks like the managing agent is more interested in boosting his own income rather than acting in the best interests of the RTM.

                            Comment

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