Agm 2014 booklet

candidates for uncontested election to board and council

AGM VENUE: BMA House, Tavistock Square, London, WC1H 9JP

Non-Executive Directors

RO

DD

GR

ST TER HUN

N IN ’S AY

AD RO

REET

CE

T EE TR

RE

SQ

D OA ’S R ALD B O THE

W RO

D OR DF BE

O M

UA

ON PT M HA UT SO

ES

C

Russell Square

SQ

AY

Y W You should walk Walk into the station forecourt with the platforms behind you and head towards the exits to the left of the station. RN UR HOLBO SB M to the main road on the left which is Eversholt Street. Turn right onto this road and walk down to the traffic lights at the junctionHIGH O O BL Holborn with Euston Road. Cross straight over the road which turns into Upper Woburn Place. There will be a Prezzo restaurant on the right hand corner. Walk down this road and at the Hilton Hotel cross the road at the zebra crossing. Keep walking until you reach the Natwest bank. The BMA House entrance is the next main door and is signed BMA Reception. If you reach the Starbucks coffee shop you have gone too far.

Directions from Kings Cross Station

www.bmahouse.org.uk

Walk out of the main exit of the station – you will be on Euston Road. Turn right down Euston Road with Kings Cross behind you and walk in the direction of St Pancras Station (the west end may also be sign posted). Follow Euston Road straight for about 5 minutes until you get to a fire station on the right hand side (onassociation, route you willaspass thelimited Renaissance Hotel and British Library on British Medical Registered a company by way of guarantee. Registered Office, BMA House, Tavistock WC1H 9JO. Registered NumberYou 8848 will England. your right). At the traffic lights by the fire station turn left to cross Euston RoadSquare, ontoLondon, Upper Woburn Place. see a Prezzo Restaurant on the opposite corner. Walk along Upper Woburn Place for a couple of minutes – you will reach the Natwest Bank. The BMA House entrance is the next main door and is signed BMA Reception. If you reach the Starbucks coffee shop you have gone too far.

AD

ST

T REE ST

LA

OD GO

RE ST GE

OR ST

AG NT

PL UE

E

PEN TO N

JU

NP UR OB RW PE UP

Directions from Euston Station

ET

AD RO

Catherine Mututua is Project Manager for Namayiana. Namayiana means blessed in the Maasai language and was chosen as a fitting name by this all women group of handcraft producers based in the Ngong area of Kenya. The group is the amalgamation of two smaller groups that were founded in the mid-1980s. Namayiana has worked with Shared Interest since 2009 and uses its loan facility to pre-finance their orders. Products include bags, baskets, necklaces, bracelets, belts, coasters and mirrors.

Coram’s Fields

RO

EET STR EET RD STR NA R RD E B LF O I U G

T EE

Keynote Speaker

E LAC KP OC T VIS TA

ELL SS RU

R ST ER

On graduation, Claire worked for five years with new green technologies, then in April 2013 she joined a sustainability consulting company to work with carbon footprinting and carbon offsetting.

Goodge Street

T UR CO

Claire Wigg was a social worker with families in Leeds and Sheffield until 2006. Then she moved with her family to Sweden and studied on the MBA programme at Stockholm School of Economics.

SS

Warren Street

W GO

Claire Wigg

AD

Directions from Euston Station

K IN G’S C

T EE

Members of Council

Tavistock Square

M HA EN

Keith has also been involved in a number of voluntary organisations. He served on the board of Dance City, the national dance agency for the North of England, and on the funding committee for Percy Hedley Foundation, which provides services for disabled people.

Paul Chandler was chief executive of Traidcraft from 2001-13, and President of the European Fair Trade Association from 2005-12. Drawing on his fair trade experience and early career in Barclays Bank, he is now focusing on promoting greater ethics in financial services, especially as that relates to providing services to disadvantaged people. In this connection he is a director of Engage Mutual Assurance - a member-owned insurance company - and Chairdesignate of the William Leech Foundation. Paul is also Chair of Durham Cathedral Council, a Fellow of St Chad’s college in Durham University and a trustee of the County Durham Community Foundation.

AD

Euston Square

Paul Chandler

RO

TT

Previously Pauline worked in the public sector in corporate policy, regeneration and policy led grant making (with what is now the Big Lottery Fund). She has been active in the fair trade movement at grass roots level for 25 years.

Keith Sadler was Risk Director and Corporate Director for Barclays Bank for most of his career. Prior to joining Shared Interest, he worked as Treasury Director at Grainger plc, a quoted property investment company.

STO

O NR

TO

Pauline Cameron established her own consultancy business in 2004 delivering strategic planning, project management and research services to the private, public and voluntary sectors. She specialises in brokering partnerships across sectors, most recently in developing some of Scotland’s Business Improvement Districts and delivering the Scottish Business Mentoring Programme in Argyll and the Isles.

AD RO INN ’S AY GR

TR TS OL SH

N STO EU

BMA House directions

OAD

AL TH OR PE

ER EV

HAMPSTEAD ROAD

Keith Sadler

British Library

Euston

EU

Pauline Cameron

PENTONVILLE R

RIS

King’s Cross St Pancras

Walk into the station forecourt with the platforms behind you and head towards the exits to the left of the station. You should walk to the main road on the left which is Eversholt Street. Turn right onto this road and walk down to the traffic lights at the junction with Euston Road. Cross straight over the road which turns into Upper Woburn Place. There will be a Prezzo restaurant on the right hand corner. Walk down this road and at the Hilton Hotel cross the road at the zebra crossing. Keep walking until you reach the Natwest bank. The BMA House entrance is the next main door and is signed BMA Reception. If you reach the Starbucks coffee shop you have gone too far.

MEMBERS’ DAY AND ANNUAL GENERAL MEETING

Directions from Kings Cross Station Walk out of the main exit of the station – you will be on Euston Road. Turn right down Euston Road with Kings Cross behind you and walk in the direction of St Pancras Station (the west end may also be sign posted). Follow Euston Road straight for about 5 minutes until you get to a fire station on the right hand side (on route you will pass the Renaissance Hotel and British Library on your right). At the traffic lights by the fire station turn left to cross Euston Road onto Upper Woburn Place. You will see a Prezzo Restaurant on the opposite corner. Walk along Upper Woburn Place for a couple of minutes – you will reach the Natwest Bank. The BMA House entrance is the next main door and is signed BMA Reception. If you reach the Starbucks coffee shop you have gone too far.

FRIDAY 14 MARCH 2014

BMA House Tavistock Square Directions from Russell Square Station: London, WC1h 9jp

Exit the station and cross the road at the zebra crossing to the Tesco Express store. Turn left and walk to the end of the road, HSBC will be on your right hand side. Turn right on to Upper Woburn Place and continue straight forward. Continue straight crossing over Coram Street and continue onto Tavistock Square. Continue straight and you should pass Starbucks on your right hand side. Walk past the red Royal Mail postbox and the main entrance to BMA House is the next set to blue doors your right and is signed BMA Reception. If you reach the Natwest bank you have gone too far.

Programme

10.15 Registration 11.00 Introductory Address 11.15 Annual General Meeting followed by question & answer session 12.50 Lunch 13.40 Discussion workshops 15.25 Overseas film showcase

Directions from Russell Square Station Exit the station and cross the road at the zebra crossing to the Tesco Express store. Turn left and walk to the end of the road, HSBC will be on your right hand side. Turn right on to Upper Woburn Place and continue straight forward. Continue straight crossing over Coram Street and continue onto Tavistock Square. Continue straight and you should pass Starbucks on your right hand side. Walk past the red Royal Mail postbox and the main entrance to BMA House is the next set to blue doors your right and is signed BMA Reception. If you reach the Natwest bank you have gone too far.

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 Accounts and the Social Accounts are available to download from our website. Shared Interest Society Ltd is registered with the Registry of Friendly Societies, number 27093R.

15.45

Close by David Nussbaum, Shared Interest Vice 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.

NOTICE OF ANNUAL GENERAL MEETING

NOTEs TO RESOLUTIONs

The twenty fourth Annual General Meeting of Shared Interest Society Limited will be held from 10.15am on Friday 14 March 2014 at BMA House, Tavistock Square, London, WC1H 9JP, 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), Pauline Cameron 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. There will be no opportunity to vote in the election of Directors and Council members at the AGM. This card 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.

1 to receive the Society’s accounts for the year ended 30 September 2013 and the reports of the Directors and the Auditor;

2 to receive the Society’s Social Accounts for the year ended 30 September 2013 and the report of the Social Audit Panel;

3 to increase the remuneration for the non-executive directors from £2,448 to £2,750 and for the Chair of the Board from £3,247 to £4,250 with effect from 1 October 2013;

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 2014;

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: Pauline Cameron, Keith Sadler and Paul Chandler;

9 to receive the results of the postal ballot for the election of the following members of the Society as members of Council: Mark Hayes, Nigel Watson, Ashley Wyatt and Claire Wigg.

By order of the Board T D Morgan, Secretary 19 December 2013 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. Pauline Cameron and Keith Sadler are retiring as Directors but standing for re-election under rule 34 as explained in the financial statements on page 2. Paul Chandler was co-opted to the Board in December 2013. Mark Hayes is retiring by rotation from Council and standing for re-election under Rule 33c. There are two other candidates standing for this post (Nigel Watson and Ashley Wyatt). This post will therefore be a contested election; please vote for only one of Mark, Nigel or Ashley. You can read the statements from these three candidates in this brochure. Among the randomly selected Council members, Claire Wigg is retiring by rotation and is standing for re-election under Rule 33c. Jason Watkiss is also retiring from the Council and is not seeking re-election. We are therefore seeking a new randomly elected member of Council. The latter two posts are not subject to contested elections.

registration/ voting/ proxy card

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 12 March 2014.

Statements of candidates for contested election to Council

Mark Hayes I was the principal founder and the first Managing Director of the Society. After a 10 year break, I returned to a formal role in 2012, as an elected member of Council. Since then I have sought to encourage both Council and Board to recognise and strengthen the Society as an association, a democratic lending society. This has included a renewed recognition of the key role that Council plays in the democratic governance of a national society with a geographically dispersed membership. Council is not so much a consultative committee as a Select Committee. Good progress has been made, with goodwill shown by all parties, although there remain some sticking points. I believe that nominations of candidates for election to the Board should be made by Council, in close consultation with the Board, of course. It is difficult to see how else lay members can have a real, fully informed, say in who runs their society. At present the Board itself nominates a single candidate for election by postal ballot, albeit Council is now more closely involved than it was a year ago. It is right that members are free to nominate themselves to enter a contest for election to Council, like this one. Nevertheless I do not suggest that any member should be entitled to stand for election to the Board. Directors need specialist skills and experience and we need some mechanism which engages lay members, provides proper scrutiny of candidates, and creates a genuine accountability of necessarily professional directors to members. This was a role for which the Council was originally intended and which indeed it exercised informally in the early days. In an address to the 2010 AGM, I suggested Shared Interest had become somewhat ‘corporate’ in its dealings with members. I now think this partly reflects a change in the Society’s Vision, Mission and Values Statement, which no longer places at its centre the shared interest of members and borrowers in the financial success of our joint enterprise. I hope to see the balance redressed in a review of the Statement over the next year.

Selection of new Non-Executive Director

Nigel Watson

Ashley Wyatt

I am a retired chartered surveyor living in Edinburgh having moved up from Newcastle in 1975. The majority of my career was spent in the field of economic development at Scottish Enterprise and its predecessor the Scottish Development Agency. Working predominantly in the South of Scotland, my work centred upon achieving economic growth and diversification whilst safeguarding and expanding employment. My role specifically involved the design, appraisal and delivery of a wide range of sustainable business infrastructure and property regeneration projects for, or in partnership with, businesses in a variety of sectors ranging from start-ups to small and medium sized enterprises to international firms amounting to investment of £10s of million by the organisation.

My family have been investors in Shared Interest for many years, and my wife and I have recently become Ambassadors in Yorkshire, where we have lived for 26 years. I now only work part time and am keen to get more involved in Shared Interest Society - currently discussing with the Supporter Relations Team ways of attracting new investment, and therefore working towards the 25th anniversary goal.

During my career I have served on management teams and project approval committees; held budget control; had staff responsibilities; and reported regularly to Boards of Directors. I am a Council member for the SRUC, Scotland’s Rural College that leads the way in Agriculture, Rural Research, Education and Consultancy. Since retiring I have taken up the position of Chair to the Edinburgh Supporters Group of national Charity, “Freedom from Torture” which raises money and awareness. I am also a member of Amnesty International. I bring a wealth of knowledge and experience in the field of economic development and the varied benefits which successful investment can bring to local communities. I also appreciate the challenges that organisations face in delivering their services during difficult economic circumstances and the type of risks involved especially for one with a large membership wishing to increase its profile. My main interests are painting, history, hill walking, climbing and skiing. As a longstanding investor, I share a commitment to fair and just trade and have always believed in Shared Interest Society’s mission to provide financial services and business support to make livelihoods and living standards better for disadvantaged communities. As a Council member I would be able to apply my skills in sustainable economic development, experience in project appraisal and knowledge of business management, helping to contribute to Shared Interest’s continued successful growth.

My commitment to Shared Interest’s mission was reinforced in 2012 through living in Malawi for 3 months. We volunteered in two remote villages, working with the villagers on developing business outlets for their surplus mango crop. This brought home to me the vital need for advice and loans to help producers develop their businesses. It also gave me valuable insights into the realities of living in countries with little infrastructure, and increasingly subject to unpredictabilities of every kind – from the whims of aid agencies to the impact of climate change. In the 80’s, I worked with NCH (now Action for Children) and was responsible for their work in the Eastern Caribbean. This gave me a different kind of experience of an organisation which has overseas projects and a UK supporter and volunteer base. I feel that both of these experiences would be relevant to a role in Shared Interest. My working career was in children’s social care and children’s mental health services - both in the voluntary and statutory sectors. I worked mainly in the areas of service development and commissioning. If elected to serve on Council, I would have a particular interest in how to best increase the number of investors in Shared Interest, and more specifically, how to attract a wider range of types of investor. The Shared Interest message is such a powerful one, but is also a complicated one sitting somewhere in the public mind between conventional ‘investments’ and donations to charity. How best to communicate this message will require ongoing conversations between the Shared Interest team, ambassadors, and current, and potential, investors.

As you can see from these AGM papers the Nominations Committee (Nomco) of the Board has selected a new NonExecutive Director of the Board – Paul Chandler – who was co‑opted to the Board in December 2013 and now offers himself for election by the members at this AGM. Paul Chandler has been chosen to replace Carol Wills who retires after eight years’ service on the Board, at the 2014 AGM. The Nomco is a sub-committee of the Board and consisted for this process of Kate Priestley (Chair of the Board and Chair of the committee for this appointment), Patricia Alexander (MD), Keith Sadler (non-executive Director) and Malcolm Nunn who joined as a full voting member of the committee from the Council. The process followed for this appointment was: • The Board firstly defined a skills matrix covering the different types of skills and experience which it believes the Board of Shared Interest needs at this point • This was then mapped against the current Board complement to see where gaps exist/arise on the retirement of Carol Wills from the Board • From this exercise a specification of the type of person who would be ideal to fill the gap, was drawn up – the particular need being identified for someone with trade-related experience in international development (along with the more general skills and experience to be a director) • The post was advertised in the Summer issue of QR and on the Shared Interest website and then, following low levels of initial interest, further through some of our close networks and relevant job-related websites • At the closing date for interest we received 14 full applications • The Nomco went through a process of shortlisting based on the criteria set for the role and identified four candidates for interview • Interviews were held in the offices of Shared Interest in Newcastle on 27 November and the Nomco recommended that Paul Chandler be appointed to the Board • Following receipt of satisfactory references, Paul Chandler duly observed the December Board meeting and with all parties happy he was co-opted to the Board at the end of that meeting. For those who wish to see a little more of Paul before casting their ballot, there is a short clip of him being interviewed, on the Shared Interest website at www.shared-interest.com/agm If you would like to discuss being considered as a future director of Shared Interest Society and have any questions about the process, skills, experience or time required or any other matter in this regard, do please contact the Secretary Tim Morgan by writing to the Society or telephoning 0191 2339100.