Formal board meeting - paper 7: election of audit and risk committee chair - 28 November 2025

Form­al Board Paper 7 28 Novem­ber 2025 Page 1 of 2

For decision Title: Elec­tion of Audit and Risk Com­mit­tee Chair Pre­pared by: Dav­id Camer­on, Deputy CEO and Dir­ect­or of Cor­por­ate Ser­vices and Mari­aan Pita, Exec­ut­ive Sup­port Manager

Pur­pose The paper noti­fies the Board that the cur­rent Chair of Audit and Risk Committee’s term will come to an end 31 Janu­ary 2026. This paper sets out pro­posed arrange­ments for under­tak­ing the elec­tion of the Audit and Risk Com­mit­tee Chair.

Recom­mend­a­tions The Board is asked to: a) Agree the elec­tion pro­cess for the Audit and Risk Com­mit­tee Chair as set out in this paper.

Back­ground information

1. The elec­tion is pro­posed to fol­low the same pro­cess as that adop­ted by the Board for elec­tions in 2023 of the Board Con­vener and Deputy Con­vener. These elec­tions were held elec­tron­ic­ally, avoid­ing the need to sched­ule the elec­tion at the time of a meet­ing and enabled all mem­bers to par­ti­cip­ate in the vote irre­spect­ive of their abil­ity to be present on a spe­cif­ic date, while retain­ing full anonym­ity of votes cast.

Pro­posed Elec­tion Process

1. The pro­posed elec­tion pro­cess will begin with the Prop­er Officer seek­ing nom­in­a­tions and seconds for the role of Audit and Risk Com­mit­tee Chair. The Board’s Stand­ing Orders require that nom­in­a­tions and seconds are invited at least two weeks pri­or to open­ing an elec­tion pro­cess. There­fore, the Prop­er Officer plans to allow a peri­od of 10 work­ing days from the open­ing of the pro­cess for nom­in­a­tions and seconds to be submitted.

2. On close of the pro­cess, where there are two or more can­did­ates then the Prop­er Officer will arrange for candidate’s per­son­al state­ments to be cir­cu­lated and for a bal­lot to be held.

Form­al Board Paper 7 28 Novem­ber 2025 Page 2 of 2

1. Where only one val­id nom­in­a­tion has been received then the can­did­ate shall be declared elec­ted in accord­ance with the Stand­ing Orders.

2. The work­ing assump­tion is that bal­lots will be under­taken using an elec­tron­ic plat­form. The bal­lot will be open for 48 hours.

3. The bal­lot will use a single trans­fer­rable vote sys­tem as adop­ted in Stand­ing Orders.

4. It is pro­posed that the elec­tion would take place dur­ing Decem­ber 2025. This will allow the elec­tion to be com­pleted pri­or to the end of the cur­rent appoint­ment and aims to provide time for brief­ings and hand over where required.

5. The planned timetable for the elec­tion pro­cesses fol­low­ing on from the above pro­pos­als will there­fore be as: a) Monday 1 Decem­ber — open call for nom­in­a­tions and seconds for can­did­ates for office of Chair of Audit and Risk Com­mit­tee, if pro­cess is agreed by board on 28 Novem­ber. b) Monday 15 Decem­ber at noon — nom­in­a­tion pro­cess closes. c) Monday 15 Decem­ber close of busi­ness — can­did­ate state­ments are cir­cu­lated where there are two or more can­did­ates for an office; res­ults announced where there is only a single can­did­ate. d) Tues­day 16 Decem­ber — elec­tron­ic ballot(s) opened where required. e) Thursday 18 Decem­ber — elec­tron­ic ballot(s) to close. f) Fri­day 19 Decem­ber — res­ult of ballot(s) announced.

Mari­aan Pita 29 Octo­ber 2025 Mariaanpita@​cairngorms.​co.​uk

Dav­id Camer­on 29 Octo­ber 2025 davidcameron@​cairngorms.​co.​uk