Can you please clarify how the directors were chosen?

The current directors of the RTM Company are the volunteer founders who initiated the RTM process. As there are no established procedures involving and agreed to by all leaseholders to elect a Board, the current Board members have volunteered to establish the RTM Company and initiate the process of acquiring members.

Everyone who showed an interest in being part of the process has been included, and the Board remains open to supportive volunteers (please see further below).

Until the successful RTM process has been completed, the directors’ role is to coordinate the campaign to acquire fellow owners’ support. Once RTM is completed, the intention is that the Board will transition to an elected, representative governing body.

What are the legal obligations of RTM directors?

The legal obligations of Directors have been established through statutes, regulations, and case law that is long established in English law:

1. Duty of Care and Skill: Common law duty requires Directors to act with ‘the care an ordinary man would take in the same circumstances on his own behalf and with the skill expected from someone with their ‘particular knowledge and experience’.

2. Fiduciary Duty: Directors must act honestly, in good faith and in the company's best interest. They must ensure that they do not have any conflict of interest and make it known if they do,

   and

3. Statutory Duty: Directors must comply with various statutory duties imposed by legislation.

If the Managing Agent (i.e. the company managing the building) meets all its obligations, the RTM directors should have no day-to-day responsibilities.

However, the RTM directors remain legally liable, and thus, they are insured against claims of negligence or incompetence through Directors & Officers Insurance.

Can I become a director of the RTM Company now, and what is the process?

Yes, if you feel you can positively impact the process, help in acquiring new members and commit to attending regular update meetings, please get in touch. You also must be eligible, under UK law, to become an RTM director.

Are directors paid?

No. It is a voluntary role. There are no salaries, expenses, or other payments for directors.

What are the governance and guidelines for the Board?

Directors share a common aim: to ensure the owners get the best value for money and the best-in-market service from their chosen managing agent. 

As RTM directors also own flats in Landmark Towers, their interest and that of other owners are aligned to reducing cost and increasing the value of their property.

In addition, a good Managing Agent (the company managing the building) will challenge any director who is not seen to be fulfilling their fiduciary duty or is generally disruptive to the smooth running of the Board. 

The RTM Company is akin to local democracy whereby administrative power has been decentralised from the state (Freeholder), and communities are empowered to make better responses to community problems. If owners feel the RTM Board is not representing their needs, they have legal recourse to stop a 'Board fiefdom'. 

This is why good communication and transparency play a vital role in ensuring that owners are happy that the Board is acting in the best interests and shared aims of the wider group. In practice, this involves publishing monthly Board meeting minutes on the portal and holding regular meetings with all owners, typically every six months.

Can you clarify the written rules governing the operation of the RTM Company?

The Articles of Association are published in Companies House.  You can download a copy here

Can you clarify how the RTM Board will collaborate with the managing agent?

The RTM Board is primarily responsible for hiring and overseeing a Managing Agent to oversee the property. The Board and the Managing Agent will agree on the terms of engagement, which will outline the professional relationship, expectations, and deliverables.

As the RTM Company has the leverage, it can set favourable terms and fees that benefit both the Managing Agent and the owners and residents of Landmark Towers. This ensures a clear understanding of responsibilities and effective management of the property.

Furthermore, the RTM Company will specify a set of KPIs (Key Performance Indicators), and the Managing Agent's annual fee will be performance-based and linked to the achievement of these KPIs.

What is the process for agreeing on work and keeping costs reasonable?

The RTM Board will establish a reasonable spending limit for unexpected repairs to monitor general maintenance expenses. If the amount exceeds this limit, it will be necessary to obtain approval from the Board. 

For major works that cost any leaseholder more than £250, the usual Section 20 Consultation will be applied. The RTM Board and managing agent must still comply with the lease terms regarding the property's maintenance.

However, they can make beneficial financial decisions, such as prioritising essential works and delaying non-essential ones to reduce the overall cost for the owners.

What happens if more than nine people volunteer for the RTM Board?

The current RTM board can decide whether to allow more people onto the board now or wait until the next general meeting. See also the above comment about efficient governance and operations of the RTM Board.

What is the structure of the RTM Board? How are decisions made? Is a quorum required to ensure decisions are made fairly and with sufficient consideration? 

Each RTM Board Director has one vote, and any Director can call a board meeting by giving notice of not less than seven days.  Meetings do require a minimum quorum of two Directors. A proper record of decisions made should be kept.

Is there a requirement to hold meetings regularly, document or otherwise take notes, etc.?

It is not required to hold regular meetings, but it is recommended for good governance. Members can also call general meetings with the agreement of 5% of the membership.

If you sign up for your apartment on the website, is it a legally binding decision that your flat has voted in favour of RTM, or is it an expression of interest?

By signing the form on the website, you agree to become a member of the RTM Company.

How / when will the Board be selected after RTM is successful?

The current RTM Board will remain in place until the handover process is complete, which we estimate will take between 3 and 6 months.

Once the handover process is complete, the RTM Board will hold a general meeting, during which additional directors can be added. Any RTM Director may step down from their position at any time if they find they are unable to commit sufficient time to the role.

With an RTM Board in place, is there a need for an official Residents Association?

No, there isn’t; the RTM Company has more power than a Residents Association.

What is the transition from being an RTM Board to becoming a Leaseholders'/Residents' Association if they are the same?

You don’t need to transition from an RTM to a Residents Association if an RTM Company is already in place.

How often will the Board positions change?  How long can each Board member stay in the role? How are they appointed?

There is no legal requirement stating how long a director can serve on a company's board. However, the company's articles can be amended through a special resolution.  You could, for example, set a maximum term of two years for directors.

Following this term, directors would need to be re-elected at a general meeting to continue serving on the board.

What is the projected transition time between a change in management (R&R to HAUS)?

Typically, this will take three to six months.

How do the Board and Freeholder interact if RTM is successful? Will they still have the same rights over cost approvals, etc.? How does the Board or Manager interact with the other building managers on the estate?

The RTM’s appointed Managing Agent will provide the Freeholder with insurance and building safety documentation. The Freeholder has no say in approving budgets or costs.  The new Managing Agent will assume the employment of site staff, as all site staff are protected under TUPE regulations.

TUPE stands for Transfer of Undertakings Protection of Employment Rights. It is the law that protects employees and their benefits when their employment changes hands. TUPE regulations govern the transfer of employees from one company to another.

What is the cost of undertaking the RTM for Haus? If successful, are residents charged for this, and what is that figure?

The final cost will be a one-off cost in the region of £80 per flat; however, no money is required upfront, which is only payable if the RTM is successful.