2015 AGM Minutes by Shared Interest

Shared Interest Society Limited

Annual General Meeting Friday 20th March 2015

2015 AGM Minutes The meeting was held at the Sage Gateshead, St Mary’s Square, Gateshead Quays, Gateshead, NE8 2JR commencing at 10.30 AM Kate Priestley, Chair of the Board, moderated this meeting and welcomed 121 members plus their guests and other staff (who are not members of the Society) to the meeting. Patricia Alexander, Managing Director then introduced the opening speakers. There followed a presentation from Harriet Lamb CEO of Fairtrade International (FLO) and Juan Eduardo Henriquez (Chino), General Manager of Apicoop a Chilean honey and blueberry producer cooperative. Patricia Alexander presented a report on the Society’s activities during 2013/14. Tim Morgan, Finance Director, gave a presentation on the financial results for the year and then, along with members of the Society’s Staff Team and Directors (plus Harriet Lamb on question 8), responded to questions from members. Question 1. Over the next 25 years, personal wealth will grow, more so in the South and East of the world. Is there any discussion as to how Shared Interest will engage or start to attract investment in currency other than GBP so we can access personal wealth in that part of the world? Answer 1 This is not a conversation that the Board have had yet, however it is going to become more important as regional Fairtrade sales grow and local currency is becoming more important to producers. The conversation will have to come to the Board in the near future. Question 2 The Government offered pensioner bonds and £10bn of bonds were taken up, with a personal limit of £10,000 per person. Is there any way that we might attract this kind of input into the Society? Answer 2 We felt we lost some investment during this time as a result of the pensioner bonds as we can’t compete with the interest rates offered by the Government (4%) and there is always the fact that an investment with Shared Interest is at risk. We also don’t have the advertising budget that the Government has and we are also limited in how well known Shared Interest is due to the size of our advertising budget. Question 3 As an investor I’m not aware that we can invest our interest in the Foundation. Is there an easy way to do this? Also why aren’t the Shared Interest Foundation accounts shown separately? Answer 3 We can provide information on how to donate interest to Shared Interest Foundation and this is very easy to do. There are separate accounts prepared for Shared Interest Foundation, but as this is the Shared Interest Society AGM they are presented as part of the consolidated results of the Society

Shared Interest Society Limited

Annual General Meeting Friday 20th March 2015

which is the only member of the charity. We can send you the Shared Interest Foundation accounts, or they can easily be accessed on the Charity Commission website. Question 4 I’m concerned that the number of investors has plateaued, what are we doing to address this? Answer 4. We do have a limited budget for marketing however we have had several successful marketing campaigns recently, most notably the Big Issue cover wrap and the launch of our new online application during Fairtrade Fortnight. We have recently had some small success in growing member’ numbers and are always looking for ways to attract new members particularly from younger generations. The value of share capital has continued to grow year-on-year despite relatively static numbers of members thanks to existing members. Question (comment) 5 Once you tell people about Shared Interest they are very enthusiastic. I found out about waiving my interest to Shared Interest Foundation from a tear off slip in QR which I just filled in and returned. Question 6 We tend to have a high concentration of lending in coffee. Is this because of need or industry contacts? Answer 6 47%of FLO certified co-operative groups are in coffee. It is a commodity that has been very successful for Fairtrade and we undertook two years of research before we even began lending in coffee. It is a seasonal crop and the seasons run at different times of the year in different parts of the world, so we never have the full 47% of facilities approved physically lent out to coffee at any one time. We have reached our prudential limit in coffee at present in Latin America and have only a small amount left to lend in Africa. Question 7 I’m concerned to see that one of the new products is milk. In the early days of Shared Interest there was discussion around lending to dairy products and it was decided not to because of animal welfare and a high proportion of members are/were vegetarian. I would ask that we be very cautious about doing this again in the future. Answer 7 Kabuboni’s main crop is coffee; the money Shared Interest lent was for a milk cooling facility. We completed due diligence before awarding the loan and two members of staff visited. The cooling plant has allowed their producers to diversify and sell milk locally to compensate for low coffee prices. They are dairy cattle kept near producers homes and you can see in the pictures how well fed and cared for they are. Question 8 Shared Interest is defined by their relation to fair trade. Harriet talked about cocoa buyers going Fairtrade – do we see any risk from the big players diluting fair trade? Answer 8

Shared Interest Society Limited

Annual General Meeting Friday 20th March 2015

Fairtrade will expand into other “Eastern” markets. Half of the entire premium made in Fairtrade last year was in coffee; it’s our most important fair trade commodity. The hardest is cocoa because of the links to sugar where EU regulations are going to destroy the market for cane sugar by 2017. There has been pressure from the producers to bring in the big players, but it does bring risk. We have to be very careful, strengthening the conditions but working as advocates. It is a strange and difficult situation; the big players don’t seek to influence and understand that it is our role to put the spotlight on mismanagement. Question 9 I’m encouraged to see that lending to producers is growing. How is bad debt split between buyers and producers? Answer 9 Over Shared Interest’s history, there has been no clear cut pattern. In the early days the biggest loss was to buyers, but the biggest number of bad debts has been to producers. The biggest loss is likely to be to producers going forwards as our direct lending increases, but we do not just give up on any bad debt. We have several success stories where the money is now being recovered and we will always continue to chase up bad debt and find a way to work with customers to recover it. Question 10 I see a lot of advertising for Shared Interest with reference to fair trade, but do not see much reference on fair trade materials to Shared Interest – why? Answer 10 As much as we support fair trade, the Fairtrade Foundation’s role is to promote the Fairtrade mark, support their licencees, labelled products and FLO producers. Fairtrade Foundation has been tweeting about our 25th anniversary and a recent appeal to help producers in Malawi affected by flooding has seen joint promotion. We get a reasonable amount of promotion and they are very supportive. Question 11 Parliament debated the modern slavery bill recently. Is this a matter that Shared Interest needs to consider? Answer 11 I’m not sure it is an issue for Shared Interest as we work with fair trade and the standards look at good employment and pay practices. It is very important and we need to be aware, especially going forward when looking to lend to newer organisations that are working towards putting fair trade practices in place. Question 12 Thinking about the internet, does Shared Interest have a presence on Facebook so that if members “like” it, it will draw more attention to it. Answer 12 Yes we do, and you can also follow us on Twitter.

Shared Interest Society Limited

Annual General Meeting Friday 20th March 2015

Kate Priestley drew the question session to a close and asked Tim Morgan, as Secretary, to conduct the voting on resolutions and report the outcome of the postal ballots. Resolutions were approved as follows (where applicable the proxy votes were also reported and in each case were also strongly in favour of the resolutions): 1

the Society’s accounts for the year ended 30th September 2014 and the reports of the directors and the Auditor were received; (121 For, 0 Abstain, 0 Against ) [Proxy votes: 1,052 For, 3 Against]

to approve the payment of a donation in the sum of £50,000 to Shared Interest Foundation; (121 For, 0 Abstain, 0 Against) [Proxy votes: 1,049 For, 12 Against]

to receive the Society’s Social Accounts for the year ended 30th September 2014 and the report of the Social Audit Panel (119 For, 2 Abstain, 0 Against) [Proxy votes: 1,027 For, 5 Against]

to indicate satisfaction with the arrangements for determining the pay of Executive Directors that are the subject of the report by the Remuneration Committee in the Directors’ report; (111 For, 10 Abstain, 0 Against) [Proxy votes: 960 For, 37 Against]

to re-appoint the firm of PricewatershoueCoopers LLP as the Auditor of the Society and authorise the directors to fix the remuneration of the Auditor for the year ending 30th September 2015 (113 For, 4 Abstain, 4 Against) [Proxy votes: 1,003 For, 37 Against]

a report from the Moderator of the Council was received;

public declarations of support for the Society’s object from all candidates for election were received.

the results of the postal ballot for the election of the following members of the Society as directors for the year were received:Name David Bowman Martin Kyndt

For 1,199 1,195

Against 16 16

the results of the postal ballot for the elections of the following members of the Society as members of Council for the year were received Name Uncontested Election Sue Cotterell Tony Allchurch Contested Election Keith Bonham David Brittle Martin Canning Carlos Dabezies Vivienne Kynaston Ben Quashie Stephen Rainbow

For

Against

1,169 1,175

26 19

58 157 307 85 279 295 175

Shared Interest Society Limited

Annual General Meeting Friday 20th March 2015

Sue Cotterell was re-elected, Tony Allchurch elected unopposed following random selection in 2014 and Martin Canning was elected by contested ballot, to serve on Council. The formal AGM closed at 12.45pm followed by a short speech of thanks from Martin Kyndt (NonExecutive Director and Vice Chair of the Board) and brief presentations to Kate Priestley (leaving the Board after 5 years’ service) Harriet Lamb and Chino Henriques. Both Margaret Newens and Claire Wigg were also publicly thanked for their service as they stood down as Council Members. The Members’ meeting reconvened at 1.40pm following lunch and members and guests attended a producer insight workshop facilitated by Harriet Lamb joined by panellists Chino Henriques, Paul Sablich and Malcolm Curtis (from the Shared Interest staff team). This was an informative and exploratory workshop looking at the challenges facing producers and Shared Interest. Members were then offered a choice of two workshops; the first looking at the Access to Finance project and the second investigating how the Society’s strategic review has widened and deepened its impact. Members returned for a plenary session with two films, one highlighting the development of the Society over the past 25 years and the other featuring customer Peruvian cocoa producer Acopagro. After a speech from Mary Coyle, Chair designate and currently standing for election as a nonexecutive director the meeting closed at 16.00.