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Energy Garden

Governance and people

Energy Garden began as a community initiative and in-stalled its first community garden at Brondesbury Park in 2012. London Sustainable Development Commission recognised the project as a London Leader Project in 2014. In 2015, Energy Garden was awarded £750,000 from the People’s Postcode Lottery Dream Fund to extend the project across the London Overground network.

Energy Garden Ltd

Energy Garden Ltd (Energy Garden) is a Community Benefit Society, registered under the Co-operative and Community Benefit Societies Act 2014 (Registration No. 7368). Energy Garden’s mission is to enable people to invest in renewable energy generation, greening London’s transportation infrastructure, improving air quality and biodiversity, and empowering communities and young people. Energy Garden will generate income upon acquiring renewa-ble energy assets, which benefit from a Feed-in Tariff (FiT) or Renewable Obligation Certifi-cates (ROCs) and the sale of electricity into the grid or to private offtakers.

Energy Garden is a Community Benefit Society and therefore each Member of Energy Gar-den will have one vote regardless of the number of Bonds or Shares held. The Members of Energy Garden will meet at the AGM to decide how to allocate any surplus, elect members of the Board of Directors, and approve any other business of Energy Garden, such as further investment in future energy gardens, gardening programmes, volunteer-coordinators, youth training, adult mentoring workshops, school programmes, administration, and creating natural habitats.

Community Benefit Societies

Community Benefit Societies represent an alternative approach to traditional corporate structures, and can facilitate responsible social change. We cannot rely solely on traditional organisations to deliver a just and sustainable society. Corporations are driven largely by a responsibility to maximise profit for their shareholders. In contrast, Community Benefit Societies have a different mandate, to facilitate social change and progress and to benefit the community they are set up to serve. They focus on social inclusion, social responsibility and education, while still providing reasonable financial returns over a reasonable amount of time to their shareholders. This is why Energy Garden has made share ownership a condition for all Bondholders. In recent years, there has been a growing trend and interest in the use of Community Benefit Societies as they allow a focus on community benefit and the ability to pay investors some return on their investment.

Board of Directors and Delivery Team

Partners

Conflict of interest

Directors who are connected with Repowering London or any other third-party contractor shall not participate, be counted in the quorum or vote on any consideration of the terms of any agreement between Energy Garden and the relevant third party or on the quality of their performance or in relation to any actual or potential dispute between Energy Garden and such third party.

Directors' remuneration

The Directors are acting as Directors because they are committed to the success of Energy Garden, its ability to directly benefit the community and to make a difference by their own actions to the environment. Directors serve on the Board of Directors on a volunteer basis. Except as otherwise stated in this Offer Document, the Directors are not paid for their role as Directors, but an individual Director may be retained by the Board of Directors to provide contractual services to Energy Garden. In such a scenario, the relevant Director would be excluded from discussions and decisions in relation to such services.

Employees and contractors will be paid for services provided to Energy Garden. In addition, Directors will be entitled to a finder’s fee of up to 1.0% of the acquisition price for acquired assets that they have introduced or brokered to Energy Garden and the founding Director will be entitled to a fee of up to 0.5% of the acquisition price of all acquired assets. Any award of such a finder’s fee will be subject to a decision of the Board of Directors, and the relevant Director(s) shall be excluded from discussions and decisions in relation to such fee.

The Directors are of the view that this kind of payment is in the best interests of Energy Garden and is likely to incentivise Directors to provide significant value to Energy Garden, given the importance of finding appropriate assets to acquire. The finder’s fees for Directors are below what would be payable in a commercial setting for similar services.

Directors do not benefit from pension schemes or share option schemes and, except for the reimbursement of properly incurred expenses, and the remuneration above, there are no benefits for Directors.

Directors serve in accordance with the Rules.

It is intended that all Directors will apply for at least one Bond and a corresponding single Share.

Directors' and major holdings

There are no major shareholders in Energy Garden and in the context of a community benefit society such a concept is of limited significance. No individual, organisation or groups of individuals or organisations has control, given the One Member / One Vote governing principle of all community benefit societies.

It is intended that all Directors will apply for at least one Bond and a corresponding single Share.

Employee satisfaction

Energy Garden does not currently report on employee satisfaction. 

Energy Garden does expect to have at least five employees on current portfolio projections. Day-to-day operations will be managed by employees under the supervision of the Board of Directors. The Board of Directors bears ultimate responsibility to the Members for the management and administration of Energy Garden. Energy Garden intends to cover all management activities internally and may decide to contract with third parties (including organisations like Repowering) for certain activities, particularly in the initial phases.

Member rights

Each Bondholder must apply, pay for and will be issued with a single Share in Energy Garden. This Share will be an “A Class Share”, which means it is withdrawable but non-transferable. The Share is issued so that each Bondholder can have a voice in Energy Garden, and benefit from the rights given to Shareholders under the Rules. It is not intended for economic participation. When the Bondholder is repaid their Bonds or they wish to transfer their Bonds, the Share will be withdrawn by Energy Garden on request of the Member.

Each Shareholder has the rights to receive notice of the AGM, attend and participate at the AGM, and vote on matters put to the Shareholders, such as the election of the Board of Directors. Each Bondholder is encouraged to attend the AGM so they can hear from the Directors on the progress of the energy garden program and receive a financial update.

Diversity

3 out of 8 directors are female.

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