Notice of the 271st Annual General Meeting

To approve the Trustee Board’s reappointment of David D’Souza as a Trustee which requires the concurrence of the AGM for a second three year term

David D’Souza has served for one three-year term, demonstrating significant dedication and support to the RSA throughout, and it was unanimously approved by the Board that subject to concurrence of the Annual General Meeting he should be asked to stand for a second term. As well as being on the Board as a Trustee, he Chairs the People and Remuneration Committee.

David is the Director of Profession for the CIPD, the professional body for HR and people development. He is responsible for ensuring the CIPD effectively supports and leads the profession. David also serves as a commissioner on RSA’s Digital Badging Commission.

Prior to joining CIPD, he worked as an independent consultant, following roles across a range of financial services and retail organisations. He has expertise in a wide range of areas, including organisational development and culture, learning and development, corporate ethics and the future of work.

David is a Chartered Fellow of the CIPD, a Fellow of AHRI (the Australian HR Institute), and a Fellow of the Centre for Evidence Based Management.

To approve the Trustee Board’s reappointment of Sandra Boss as a Trustee which requires the concurrence of the AGM for a second three year term

Sandra Boss has served for one three-year term, demonstrating significant dedication and support to the RSA throughout, and it was unanimously approved by the Board that subject to concurrence of the Annual General Meeting she should be asked to stand for a second term.

Sandra, Senior Managing Director, is the Chair of BlackRock UK. In 2023, Sandra served as the Chief Operating Officer for BlackRock’s Global Client Business (GCB) and from May 2020 through January 2023, she was Global Head of Investment Stewardship for BlackRock.

Prior to BlackRock, Sandra served at the Bank of England as an external member of the Prudential Regulation Committee and the senior independent member and risk committee chair of the Board that oversees the system used to make high-value payments and implementation of monetary policy. She spent 20 years at McKinsey, latterly as a Senior Partner in a variety of regional and sectoral leadership roles.

Sandra also has served as non-executive director at two public companies: Elementis Global and Enstar Group among other advisory and non-executive roles.

To approve the Trustee Board’s reappointment of Hosein Khajeh-Hosseiny as a Trustee which requires the concurrence of the AGM for a second three year term

Hosein Khajeh-Hosseiny has served for one three-year term, demonstrating significant dedication and support to the RSA throughout, and it was unanimously approved by the Board that subject to concurrence of the Annual General Meeting he should be asked to stand for a second term. As well as serving on the Trustee Board, Hosein provides significant support and insights to the RSA’s Digital Steering Group overseeing the development of the RSA’s digital estate.

Hosein is Chairman and Co-Founder of Trinity Natural Capital Group and Open X Innovations LLC, which is a unique investment management firm formed to empower enterprise technology entrepreneurs with distinctive artificial intelligence and machine-learning technologies focused on enterprise technology simplification and corporate agility.

Hosein is a Senior Advisor at McKinsey and Company on Innovation, transformation, and change, and has been with the firm for over 24 years.

Alongside these eminent positions, he also holds a variety of Trustee positions, including at the Royal Albert Hall Trust, The Brookings Institution (Washington DC), and the UK Productivity Leadership Group, UK’s National Oceanography Centre (NOC) and Chairman of NOC Innovations. Hosein is a judge for the annual Cambridge University Prize on Social Entrepreneurship and continues on the investment committee of the social entrepreneurship charity, UnLtd, which he helped co-found in 2000.

To approve the Trustee Board’s appointment of Michael Davis for a first term as a Trustee which requires the concurrence of the AGM

Michael is an experienced executive and non-executive leader with a strong track record of delivering strategic and operational change across the public, private, and non-profit sectors. His work is underpinned by a commitment to public value and social impact.

As Chief Executive of the National Centre for Social Research, he leads the UK’s foremost independent social research organisation, championing evidence-based insight to shape better outcomes for society—an ethos closely aligned with the RSA’s mission.

Michael’s career includes senior roles in social and market research, public policy, and strategy at Kantar, Ecorys, and the UK Commission for Employment and Skills. He brings expertise in systems thinking, workforce development, productivity, and policy engagement—key themes in the RSA’s work.

He has led large-scale, complex programmes across global contexts, managed diverse stakeholder relationships, and delivered change in both public and private sectors.

In his non-executive roles—including Chair of Capital City College Group, Non-Executive Director at CFE Research, and Trustee of Be the Business—Michael brings strategic insight, governance experience, and a commitment to inclusive leadership. He has worked with learners, employers, and communities across the UK, focusing on learner progression, social mobility, and small business enterprise.

The RSA’s values—creativity, civic responsibility, and collective impact—resonate strongly with Michael’s own. He hopes to contribute both strategic acumen and practical experience in governance and organisational leadership to the RSA Trustee Board.

To approve the Trustee Board’s appointment of Dame Alison Carnwath for a first term as a Trustee which requires the concurrence of the AGM

Alison has extensive experience in the Financial Services, Banking and Investment sectors having advised UK and US corporate organisations e.g. HSBC, Jupiter Asset Management, and worked in Fund Management, Whole-Sale Banking, Equity Stock-Broking, Commercial Banking and Insurance Broking.

In her current and previous non-executive roles – including Director of Welsh Water, Board member and former Chair of the Audit Committee and former Senior Independent Director of the Man Group plc, Director of the British Library Trust and non-executive Director of the Audit Committee and Chairman’s Committees on BP – she has brought financial, investment, risk and audit based experience to all Committees and Boards she has been involved with.

Having gained the experience and knowledge in her professional career and working as a director and non-executive director on various boards and committees Alison is looking to bring her expertise to the RSA to assist in addressing the challenging questions of our times.

“The western world, the world I know and live in, is one in which economies have thrived for 70 years. The institutions which allowed and nurtured invention and societal progress included the Royal Society of Arts.

Cooperation between many nation states allowed freedom of ideas to flourish. Many people enjoyed improved lifestyles. Valuable transformation is modernising our RSA and we will now be more able and relevant to address emerging challenges which impact positively on more people’s lives than ever before.

Communication and data technology have revolutionised efficiency and value creation. Leadership at the highest levels will want to continue to progress living standards for all. Concepts which were unheard of are now mainstream. For example, impact investing and societal capital, space exploration and climate investigations. The human race steps up to challenges which need to be overcome.

Progress is not found just in academia or the arts or in conversation. Progress is a state of mind, and this is where the RSA shines. It articulates a framework to enable minds to flourish and ideas to be generated. And I as a business leader and Trustee would like to contribute in whatever way I can to the continuing success of our organisation.”

To approve the Trustee Board’s appointment of Eva Pascoe as a Deputy Chair which requires the concurrence of the AGM

Eva Pascoe was unanimously approved by the Board as Deputy Chair, following the conclusion of Charlotte Oades’s second term of office in the role. As well as being a member of the Board, Eva serves on the Fellowship Council as Deputy Chair, is a London Fellowship Councillor and has been an RSA Fellow since December 2020. Eva further supports as a member of the RSA’s Library Committee and provides significant support and insights to the RSA’s Digital Steering Group overseeing the development of the RSA’s digital estate.

In her role on the Fellowship Council Eva led on improving on-site and hybrid engagement opportunities for Fellows and Young Fellows. She has contributed to the judging of Catalyst Awards funding and led on improving support for social enterprise initiatives by Fellows. Eva has a technology background.

She has initiated Fellows-led publishing projects supported by King’s College, delivering two anthologies on the future of AI, crime and policing, and climate change.

Eva was appointed a board director for Help for Heroes military charity in July 2013, leading on digital strategy for improving access for beneficiaries and developing the commercial arm of the organisation. She is also a chair of a think tank Cybersalon, which led to the development of GDPR legislation for the UK and EU, contributing to a new framework for digital education. She is also an advisor to Birkbeck College on employability and mentorship.

In her professional career, Eva is an ecommerce director at The Retail Practice, with 20 years of experience in digital transformation for top consumer brands. She is a senior digital leader and a pioneer of internet technologies, having co-founded the world’s first internet café Cyberia. Eva was the youngest director of a FTSE 200 company, serving on the board of Arcadia Group plc, driving digital transformation and direct-to-consumer proposition for leading high street retailers.

That the RSA Byelaws be amended to incorporate changes listed in brief below

The RSA’s Byelaws were last reviewed in 2021 with minor amendments made to extend a Fellowship Councillor’s term by twelve months. The revisions suggested below offer the RSA, the Board and Fellows the opportunity to strengthen and future-proof the constitutional governance of the RSA. The proposed changes to the Byelaws cover the following amendments:

1. Amending the number of Trustee Treasurers referenced throughout the document from two to one (and in line with the changes proposed in the Royal Charter, see Resolution 8 below) to align the RSA with sector-wide practice.
2. Adding a section for ‘Patron’ in the Definition section.
3. Inserting terminology referencing the ability to hold meetings virtually as well as in person and by proxy to reflect modern ways of working.
4. Amending the terminology of Deputy Chair to Vice Chair to reflect the role undertaken in practice.
5. Ensuring options are clear where it might be appropriate for the Board to delegate powers/authority to Sub-Committees, the CEO or their representative.
6. To reflect the size of the broad and diverse global Fellowship, changing the number of Fellows, required to enact a resolution or table a formal discussion from a number (e.g. 50/200/500) to a percentage.
7. Improving transparency around the processes and procedures for handling Fellow disciplinary matters and sanctions.
8. Reducing the length for Fellowship subscription renewals from three months to one before fellowship lapses.
9. To ensure procedural clarity, refining the process for posting a resolution or requisition for a Special General Meeting.
10. Amending the term for Fellowship Councillors from two years to three years, per term, to align with Trustee terms to maximise opportunities for meaningful contributions.
11. Clarifying that the Fellowship Council term applies to individual Councillors and not the Council as a whole.
12. To maximise shared common purpose and meaningful action and engagement, amending the number of Fellowship Council members from ‘up to 40’ to ‘up to 25’.
13. Providing a broader description of the Fellowship Council to enable flexibility in roles and contributions.

The process for consulting about, reviewing the drafting of and approving the above amendments was rigorous and consisted of:

• Extensive consultation with senior staff and the Executive including formal approval at the RSA Executive Committee meeting, February 2025.
• Consultation with the Fellowship Council at their quarterly meeting on 10 April 2025.
• Extensive consultation with the Trustee Board including detailed review at the 20 March 2025 and 8 May 2025 meetings and final approval at the Trustee Board meeting on 24 July 2025.
• Consultation with the Nominations and Governance Panel, resulting in approval at the Panel meeting on 18 June 2025.
• Consultation with and legal review and drafting in preparation for submission to the Trustee Board and AGM from our legal advisers – Bristows LLP.

The Royal Charter is being amended to revise the number of Trustee Treasurers down from two to one (which is in line with standard practice across the sector, reduces administrative burden and provides flexibility to recruit more diverse skillsets to the Trustee Board); to amend reference from ‘Deputy Chair’ to ‘Vice Chair’, in line with the proposed amendments to the Byelaws; and to include reference to the Supplementary Charter in the document to ensure any future amendments reflect the fact that these are sister documents.

The process to consult about these proposed changes consisted of:

• Extensive consultation with senior staff and the Executive including formal approval at the RSA Executive Committee meeting, February 2025.
• Preliminary consultation by Bristows LLP to the Privy Council, on behalf of RSA, on the amendments to the Royal Charter, February 2025.
• Consultation with the Fellowship Council at their quarterly meeting on 10 April 2025.
• Extensive consultation with the Trustee Board including detailed review at the 20 March 2025 and 8 May 2025 meetings and final approval at the Trustee Board meeting on 24 July 2025.
• Consultation with the Nominations and Governance Panel, resulting in approval at the Panel meeting on 18 June 2025.
• Consultation with and legal review of drafting in preparation for submission to the Trustee Board, AGM and Privy Council from our legal advisers – Bristows LLP.