AGM 2010 minutes by Shared Interest

Shared Interest Society Limited Annual General Meeting 6th March 2010 The meeting was held at Council Chambers, Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8QH at 11:00am on 6th March 2010. Philip Angier, Moderator, welcomed 76 members and their guests to the meeting and went on to introduce the opening speaker. Richard Adams gave the introductory address. Patricia Alexander, Managing Director, presented a report on the Society’s activities during 2008/9. Tim Morgan, Finance Director, gave a presentation on the financial results for the year and then, along with members of the Society’s Management Team and Non-Executive Directors, responded to questions from members. 1) What is the BLF? – The BLF is the Big Lottery Fund and is the grant making fund of the National Lottery. As such it is one of the most important grant makers in the UK and the organisation has to weigh up the value of the fund against the source of the funds. 2) Why has the membership level not increased? – Hard to give a specific reason. There is a low turnover of membership but the main challenge for the Supporter Relations Team is to bring in new groups of members. The Supporter Relations Officers (Sally & Ruth) are helping to raise the profile as are Communications staff, and it hoped that further new opportunities to present Shared Interest will come out of this. All of this work is aimed at building the foundations which will hopefully lead to a snowball effect. It is also worth noting that the value of membership has risen £10m in 10 years 3) Where did the Foundation come from and what is the difference between the Foundation and the Society? – The Foundation is a separate legal entity which carries out charitable work as opposed to lending. It was set up in 2004 and the money received from donations is used for projects such as training. 4) The accounts show the salary of the M.D. has increased to £67k from £59k. Where has the increase come from and also why do the non-executive directors receive a salary, not just expenses? – The salary of the M.D. is set independently by the Remuneration Committee composed of 3 non-executive directors. The “salary” as shown in the accounts also includes the cost of pension contributions and employer’s national insurance contributions. The non-executive directors receive a salary as part of their appointment and the salary level is set by management and not by the non-executive directors, any increases are usually in line with staff salary increases. 5) Addition after the meeting: The MD salary point has been checked and large apparent change is because the 2008 figure was mistakenly understated by £6,000, 1

Shared Interest Society Limited Annual General Meeting 6th March 2010 being the Employer’s National Insurance. The real increase was £2,000 in round terms. 6) How is SIS managing with having a high interest rate in a competitive market? – SI offers lending rates which are generally lower than the rates that could be obtained in other countries and we are in line with other social lenders. In the main risky businesses will come to SIS to borrow as commercial lenders will not lend to them. 7) The map contained in the Annual Review shows that lending to the least developed countries appears to have reduced, why? – The figures are shown as percentages. Overseas payments have increased and the quantum has also increased. The value of lending to least developed countries has therefore remained the same but the overall proportion of lending against middle developed countries has reduced. The Moderator stated that it is the responsibility of the consumer to purchase products from these areas in order for businesses to develop 8) What is the policy to manage defaults?- unlike commercial lenders we do not take security but we try to maintain a very close relationship with borrowers to understand their problems and work through them together. 9) What is the role of Council? – The Council meets 3 or 4 times per year and set their own agenda. They discuss items such as strategy and risk but are not there to duplicate the work of the Board. They do not meet formally with the Board and the majority of any issues are answered directly by the M.D.. Council also review the Board Minutes and seek clarification of points they need to. The Board and Council meet only on an ad-hoc basis. Patricia Alexander drew the question session to a close. Members responded with a round of applause. The formal resolutions were put to the meeting and each approved and the results of the postal ballot reported. Each of the candidates was elected. A point of order was raised by a member who requested the Objects of the Society be read to the members, which they duly were. 1

the Society’s accounts for the year ended 30th September 2009 and the reports of the directors and the Auditor were received ; (unanimous decision)

the Society’s Social Accounts for the year ended 30th September 2009 and the report of the Social Audit Panel were received; (74 in favour; 0 against; 2 abstentions)3 the increase in annual remuneration for non-executive Directors from £2175 to £2448 and the Moderator from £2885 to £3247 from 1st October 2009. (61 in favour; 3 against; 9 abstentions)

Shared Interest Society Limited Annual General Meeting 6th March 2010 4

members indicated their satisfaction with the arrangements for determining the pay of executive directors that are the subject of the report by the Remuneration Committee in the Directorsâ&#x20AC;&#x2122; report; (57 in favour; 3 against; 16 abstentions)

the firm of Baker Tilly UK Audit LLP were re-appointed as the Auditor of the Society and the directors were authorised to fix the remuneration of the Auditor for the year ending 30th September 2010 (65 in favour; 5 against; 6 abstentions)

a report from the Council was received;

public declarations of support for the Societyâ&#x20AC;&#x2122;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:-

Nominee

For

Against

Abstain

Gill Dandy

998

Peter Freeman

974

Ruth McIntosh

1003

Tim Morgan

1015

Kate Priestley

973

the results of the postal ballot for the election of the following members of the Society as members of Council for the year were received

Nominee Jo Bird

For 1020

Against 8

Abstain 56

Ann Hillier

991

Trevor Jones

986

1019

Margaret Newens

Mary Wilcox presented a report on behalf of the Council (copy attached) and thanked Denis Stewart; John Crowch and Richard Butchart retiring Council members for their service. Philip Angier introduced Kate Priestley as the new Chair/Moderator of the Board and thanked Mary Wilcox who had served 6 years as Moderator of the Council. Kate gave a brief summary of her career and expressed her desire to work with SIS. The AGM closed at 12.35pm Lunch was taken

Shared Interest Society Limited Annual General Meeting 6th March 2010 Members meeting After lunch a speech was made by Mark Hayes one of the founders of the Society in which he referred to the last 20 year history and the future role of the Society. There were farewells made to departing directors and council members including the Moderators of both the Board and the Council. Andrea Wilkinson presented a summary of the work of the Foundation. Regional presentations were made by each of the representatives in Kenya, Peru and Costa Rica followed by a question and answer session. Kate Priestley incoming Chair of the Board made a closing speech Meeting Closed 16.00

Extract from member feedback as follows:-

Shared Interest Society Limited Annual General Meeting 6th March 2010

NB. It should be noted that the members who said no to being more like to recommend Shared Interest, said that they were already extremely likely, and therefore an increase was not possible!