AGM booklet

MEMBERS’ DAY AND ANNUAL GENERAL MEETING FRIDAY 20 MARCH 2015 Sage Gateshead, St Mary’s square, gateshead quays, gateshead, ne8 2jr Programme 9.45

Registration

10.30

Introductory Address

10.45

Annual General Meeting followed by question & answer session

12.50 Lunch 13.40 Discussion workshops 15.25 Overseas film showcase 15.45

Close by Shared Interest Chair

16.00 Event ends

To help us organise the event we would be grateful if you could let us know if you are able to attend by completing the voting card enclosed. The voting card also includes a postal ballot section for the election of Directors and Council Members as this will not be voted on at the AGM. If you cannot attend the AGM in person you can still take part in the democratic working of the Society by appointing the Moderator or another member as a proxy on your behalf.

(Ref: AGM 2015/01)

NOTICE OF ANNUAL GENERAL MEETING

NOTEs TO RESOLUTIONs

registration/ voting/ proxy card

The twenty fifth Annual General Meeting of Shared Interest Society Limited will be held from 10.30am on Friday 20 March 2015 at Sage Gateshead, St Mary’s Square, Gateshead Quays, Gateshead, NE8 2JR, for the following purposes:

Note to Resolution 4

VOTING

Executive Directors’ pay and conditions are set, within policies agreed by the whole Board, by a Remuneration Committee comprising three NonExecutive Directors, Carol Wills (Chair until her retirement at the 2014 AGM), Pauline Cameron (New Chair) and Martin Kyndt. It is good practice (and a requirement of the Co-operatives UK Code of Practice for Corporate Governance) to ask members at the AGM to indicate whether they are happy with the arrangements for making decisions about executive pay and the results of those decisions as set out in the Notes to the Accounts. This vote is not binding on Directors but provides an indication of members’ views so that those views can be reflected in future policy and decisions.

To vote in the election of Directors and Council members please use the voting card supplied in the post or online.

There will be no opportunity to vote in the election of Directors and Council members at the AGM. This form also allows you to tell us whether you will be at the AGM. If you expect to attend in person, it will help us to make the arrangements for the meeting if you would simply mark the attendance box (and your name and postcode) on the registration card and send it back or complete the form online.

1 to receive the Society’s accounts for the year ended 30 September 2014 and the reports of the Directors and the Auditor;

2 to approve the payment of a donation in the sum of £50,000 to Shared Interest Foundation;

3 to receive the Society’s Social Accounts for the year ended 30 September 2014 and the report of the Social Audit Panel;

4 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;

5 to re-appoint the firm of PricewaterhouseCoopers LLP as the Auditor of the Society and to authorise the Directors to fix the remuneration of the Auditor for the year ending 30 September 2015;

6 to receive a report from the Council; 7 to receive public declarations of support for the Society’s object from all candidates for election;

8 to receive the results of the postal ballot for the election of the following members of the Society as Directors: David Bowman and Martin Kyndt;

9 to receive the results of the postal ballot for the election of the following members of the Society as members of Council: Sue Cotterell and Tony Allchurch and to receive the results of the contested election for a further member of the Society to join Council.

By order of the Board T D Morgan, Secretary 18 December 2014 Registered Office 2 Cathedral Square, Groat Market, Newcastle upon Tyne, NE1 1EH

Note to Resolutions 8 & 9 Directors have decided, as provided for in Rule 32 and 33G, that the election of Directors and Council members will be conducted by postal ballot. The results of the ballot are being announced at the AGM. The elections for Directors are not contested but this year the election to one seat on the Council is being contested. The Society operates a system of rotation (Rules 33 and 34) so that one third of eligible Directors and Council members stand for re-election each year. David Bowman and Martin Kyndt are retiring as Directors but standing for re-election under rule 34 as explained in the financial statements on page 2 of the Directors Report and Accounts.

Margret Newens is retiring by rotation from Council and not standing for re-election. There are seven candidates standing for this post (see separate booklet). This post will therefore be a contested election; please vote for only one of the candidates. You can read the statements from all seven candidates in the separate booklet.

Among the randomly selected Council members, Sue Cotterell is retiring by rotation and is standing for re-election under Rule 33c. Tony Allchurch was appointed to Council in 2014. Claire Wigg is also retiring from the Council at the end of her term of office and is not eligible for re-election. We are therefore seeking a new randomly elected member of Council. Randomly selected Council posts are not subject to contested election.

If you cannot attend the AGM in person you can appoint another member or the Moderator to vote for you (on resolutions that are not elections) as proxy on the enclosed card. You can only appoint the Moderator as proxy on your behalf if you give specific directions to vote for or against each resolution. Any votes you indicate on the card do not bind you if you attend the meeting in person.

In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. Seniority shall be determined by the order in which the names of the holders stand in the register of members. While only one among joint members has the formal right to attend other than as a proxy, the others will be welcome in any case as guests.

A member, being a Society or company, may appoint a representative. For the AGM to be valid, votes must be registered in person or by proxy by a quorum of at least 5% of the membership, so please do return the proxy card with your votes if you cannot attend.

Latest date for votes or receipt of proxies If you wish to vote or to appoint a proxy, we must receive your card in our registered office not later than 11.00am on Wednesday 18 March 2015.

Key note speakers

Statements of candidates for Uncontested election to board and Council

Harriet Lamb

board

Harriet Lamb became CEO of Fairtrade International (FLO) in Sept 2012. Harriet was previously Executive Director of the Fairtrade Foundation from 2001 - 2012. She guided the Fairtrade Foundation through a period of staggering growth, which saw estimated sales of Fairtrade products in the UK increase from £30m in her first year to £1.3bn in 2011. A flourishing grassroots social movement has also grown across the UK with over 500 Fairtrade Towns – where a commitment to Fairtrade has been made by the council, shops and businesses – and thousands of Fairtrade schools, universities and faith groups.

Previously Harriet worked as Banana Coordinator at Fairtrade International.

Harriet also worked with several other non-governmental organisations, always with an interest in international development issues, and lived six years in India.

david bowman

Juan Eduardo Henriquez (Chino)

Council

Juan Eduardo Henriquez (Chino) is General Manager of Apicoop a Chilean honey and blueberry producer cooperative established in 1980 as a direct result of the challenging political situation facing Chile at the time. Apicoop have been a customer with Shared Interest Society Ltd since 2002, and is made up of nine producer groups containing 600 individuals. They have continued to grow, counting Traidcraft and Oxfam as sustainable customers and can now claim to be the world’s main supplier of Fairtrade honey. Shared Interest was actually one of the first businesses to lend to Apicoop to upgrade facilities for honey processing. As the producers began to operate as an independent business, they began to look for help.

Loans in 2007 and 2008 were provided to fund a blueberry project to allow Apicoop to diversify their products and generate additional income.

David Bowman has a politics degree from Durham University. Following his degree, David became a Chartered Accountant who specialised in audit before joining a technology company where he became Finance and Personnel Director. For the last 20 years he has worked with a varying portfolio of companies and charities as their part-time Finance Director/Controller. David campaigned for Jubilee Debt Cancellation and Trade Justice and has been a Director of a fair trade shop in Oxford.

Martin kyndt Martin Kyndt has worked in the international development sector for over 25 years. Following a spell with Sightsavers, managing their programmes in Asia the Pacific and the Caribbean, he joined Christian Aid in 2001. He is currently the Director of Organisational Development and Strategy, heading up corporate strategy development, performance and stakeholder accountability. His past non-executive roles have included being the Chair of ECLOF, a global micro-finance NGO based in Geneva and being the Treasurer of BOND. He is currently a co-opted member of Sightsavers Audit Committee.

tony allchurch Tony Allchurch was Director of Veterinary Services at Durrell Wildlife Conservation Trust. Tony’s zoo work took him to the Windward Islands, where he witnessed the dramatic impact of frequent hurricanes on both the native parrot species and also the livelihoods of banana farmers. He is an active member of the Rotary Club of Jersey, engaged in Polio-Plus projects in India and the Rotary Peace Programme, and chairman of the Jersey Fairtrade Island Group which celebrates its tenth anniversary as a Fairtrade Island in 2015.

Sue Cottrell Sue Cottrell spent her working life at NatWest Bank, before she retired. She completed Business Studies degree at Wolverhampton University which enabled her to do some part-time lecturing in accounts at a local college. Sue is still very interested in accounts and does accounts for a small business, the local almshouse charity, scouts and the local pensioners group plus auditing WI accounts. Her hobbies are mainly centred around village organisations, she is President of the Women’s Institute and Chairman of the local Country Markets (a co‑operative society).

Sue enjoys walking and crafts and treasure time spending with her children and grandchildren, who live in the Lake District and Cotswolds.

AGM VENUE: SAGE GATESHEAD, St Mary’s Square, Gateshead Quays, Gateshead, NE8 2JR

Directions: Public Transport: The bright yellow Quaylink buses run every 10 minutes during the day. The Q1 bus starts from both Newcastle Central Rail Station and Gateshead Interchange. It takes 10 minutes from Central Station to Sage Gateshead. It takes 4 minutes from Gateshead Interchange.

Driving: From the A1(M) / A1: Take the exit signposted (from the South) Gateshead and Newcastle (Centre) A184 or (from the North) Gateshead A184. Keep in the left-hand lane of A184 signposted Gateshead town centre. At roundabout, take third exit, signposted Gateshead town centre. Go straight through two sets of traffic lights. Get into the right hand lane to go straight over at a third set of lights. At the fourth set of lights, turn left onto Oakwellgate and immediately right under the railway bridge up the steep slope into our car park, or second right to the drop-off point, or blue badge parking.

From Newcastle Centre: From the Tyne Bridge, go through the pedestrian traffic lights, under the railway bridge and straight across the next traffic lights. At the next lights, take the left signed Gateshead Quays and East Gateshead (NOT the loop signed Consett or Metro Centre). At the first lights with Mecca Bingo on your right, turn left onto Oakwellgate. Stay in the right hand lane under the railway bridge and take first right into our car park or second right to the drop-off point or blue badge parking.

Car Parking: Sage Gateshead has its own car park with lift access situated directly behind the building.

Blue Badge Holders: There are a number of priority spaces for blue badge holders near the entrances to Sage Gateshead as well as in our car park by the lifts.

Shared Interest 2 Cathedral Square, Groat Market, Newcastle upon Tyne, NE1 1EH 0191 233 9102 membership@shared-interest.com www.shared-interest.com

The Directors’ Report and Financial Statements and the Social Accounts are available to download from our website.

Shared Interest Society Limited is registered with the registrar of Mutual Societies, number 27093R.