MINUTES OF FIRST BOARD MEETING HELD ON WEDNESDAY 17 FEB. 2010

[Ms Jenkins]

Present: Oh, Ice, Grace, Eye, James, Deana, Pauli, Young-Bin, Jung Kyu, Joe, Hyun-Jung, Daniel, Sunny, Kenny, Hugh, Alex, Daniela and Kirsty.

In attendance: Ms Jenkins

Apologies: no-one (this is for people who wanted to come but couldn’t make it and made an apology)

2/ Establishment of the student-run company. Ms Jenkins explained that the goal of the business is to raise money to support the Sattahip families that have been selected to participate in the project to raise fish in their home (and then sell the fish at the market and with the income buy more fish and have a sustainable business).
The business will run (probably) until the end of the year, when the business would be 'wound up' and the investors (teachers and students who bought the shares) would have their share value returned to them, knowing that it was used to generate finance to support low-income families.

3/ Who will be on the board of directors? Students nominated themselves and others to various positions on the board, being CEO, Finance Director (plus Assistant Finance Director), Marketing Director (plus Assistant Marketing Director), Publicity Director, Design Director (plus Assistant Design Director), IT Director (Assistant IT Director), Events Coordinator, Purchasing Director, Secretary, Manager, Customer Service Director (Assistant Customer Service Director). There are 18 jobs for the 18 students who came along for the first meeting today. It will be up to the 18-member board as to whether they allow any more students to participate on the board but they won’t be able to have a position or title.

4/ Voting of directors’ positions Ms Jenkins will organize voting papers for the board members to elect their colleagues to the various positions. This should be done by the end of this week.

5/ Name of company and logo Board members were asked to think about what name to give the company and the design of a logo. At the next meeting the suggestions will be discussed and a name chosen.

6/ Dividend or no dividend? It was decided that shareholders should receive a nominal dividend at the end of the trading period (June 2010) as an incentive for them to invest in the company. As no promises can be made as to how much dividend the investors may receive (if any dividend at all!) the prospectus will state that whilst the aim of the business is to support low-income families, it also hopes that it can reward its shareholders with a dividend payment. Ms Jenkins reminded the board that the purpose of the business was to act as a social enterprise.

7/ Share price There was much discussion about the share price and how many shares would be made available for sale. The majority view was that shares would sell for 50 baht each and 250 shares would be ‘released’ to the Regent’s community and that the following restrictions would apply: 100 shares are reserved for the directors; each director can purchase 5 shares but no more than 10 shares; the remaining shares (150 shares) will be sold to teachers and students. No one person can buy more than 2 shares.
If the demand for shares is high after this ‘initial public offering’ (IPO) the board can make a decision to release more shares for sale.

8/ Share certificate Until a Design Director has been appointed the design of the share certificate cannot proceed.

9/ Date of next meeting Wednesday 3 March or Thursday 4 March (please tell Ms Jenkins which day you prefer).