AGM Booklet

MEMBERS’ DAY AND ANNUAL GENERAL MEETING Friday 15 March 2013 The Assembly Rooms Fenkle Street Newcastle upon Tyne, NE1 5XU Programme 10.15 Registration 11.00

Introductory Address with Gabriel Kamudu, Managing Director of Craft Aid ( Mauritius )

11.15

Annual General Meeting followed by question and answer session

12.40 Lunch 13.40

Discussion workshops

15.25

Overseas Film Showcase

15.45

Close by Kate Priestley, Shared Interest Chair

16.00

Ends *Optional drinks reception

If you cannot attend the AGM in person you can still take part in the democratic working of the Society by using the postal voting card provided.

See inside for a full explanation.

NOTICE OF ANNUAL GENERAL MEETING

NOTEs TO RESOLUTIONs

registration/ voting/proxy card

candidates for uncontested election to board and council 2012/13 Board members Kate Priestley

The twenty third Annual General Meeting of Shared Interest Society Limited will be held from 11.00am (registration from 10.15am) on Friday 15 March 2013 at The Assembly Rooms, Fenkle Street, Newcastle upon Tyne, NE1 5XU, for the following purposes: 1 to receive the Society’s accounts for the year ended 30 September 2012 and the reports of the Directors and the Auditor; 2 to receive the Society’s Social Accounts for the year ended 30 September 2012 and the report of the Social Audit Panel; 3 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; 4 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 2013; 5 to receive a report from the Council; 6 to receive public declarations of support for the Society’s object from all candidates for election; 7 to receive the results of the postal ballot for the election of the following members of the Society as Directors: Kate Priestley, Keith Sadler, David Bowman and Martin Kyndt.

8 to receive the results of the postal ballot for the election of the following members of the Society as members of Council: Sue James, Malcolm Nunn, Rod Gilpin and Liz Murphy.

By order of the Board T D Morgan, Secretary 14 December 2012 Registered Office 2 Cathedral Square, Groat Market, Newcastle upon Tyne, NE1 1EH

Note to Resolution 3 Executive Directors’ pay and conditions are set, within policies agreed by the whole Board, by a Remuneration Committee comprising three NonExecutive Directors, Peter Freeman (Chair), Carol Wills and Pauline Cameron.

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.

Note to Resolutions 7 & 8 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. Kate Priestley is retiring as a Director and standing for re-election. David Bowman, Martin Kyndt and Keith Sadler have been co-opted to the Board since the last AGM and therefore automatically retire at this AGM and offer themselves for re-election.

Sue James and Malcolm Nunn are retiring by rotation at the AGM and are standing for re-election under rule 33C. Liz Murphy was randomly selected in July 2012 and Rod Gilpin in December 2012. They offer themselves for election at the AGM under rule 33.

VOTING 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.

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 13 March 2013.

Kate Priestley is a Chair and Chief Executive with substantial board level experience and highly skilled at reshaping large organisations. Kate is a Companion of The Institution of Civil Engineers, an Honorary Fellow of the Institute of Health Care Engineering and Estate Management and a Fellow of the Royal Society of Arts. Kate is married and lives in Northumberland.

Keith Sadler Keith Sadler spent much of his working life with Barclays Bank plc. He worked in Corporate Banking in London as a manager in their Syndication and Term Loan advisory unit before moving to the Newcastle regional office as a lending director. He went on to become a Corporate Director in their larger business team. Keith subsequently joined a listed property investment company as Treasury Director with responsibilities for treasury risk management including cash management, funding and compliance. Keith has been involved with a number of voluntary organisations both as a member of management committees and as a fund raiser.

Martin Kyndt Martin Kyndt has worked in the international development sector for over 25 years. After a period of working in Papua New Guinea and Nigeria, he returned to study an MBA degree at Bradford University in 1992. 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 the Chair of Health Poverty Action and a co-opted member of Sightsavers Audit Committee.

David Bowman 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. Since 2004, he has also been a non-executive director of Traidcraft, chairing their audit committee.

Council members Sue James Sue James has been a Council member since March 2012. Now retired and living in Powys, she has supported fair trade for many years, as a volunteer and through her work for different development agencies, including Christian Aid. As part of her Master’s degree in Development Studies, which focussed on income generation and micro credit projects for women, Sue has travelled extensively in Uganda, India and Central America. Until March this year, Sue was a Director of Brecon and District Credit Union Ltd, a co-operative and mutually owned community bank, regulated by the FSA.

Malcolm Nunn Malcolm Nunn has been a Member of Council since March 2011. He is a Fellow of the Institution of Civil Engineers and formerly Managing Director of a firm of consulting engineers, specialising in water and environmental projects. He was involved in the early development of WaterAid, and is active in the World Development Movement.

Recently he has helped set up a FareShare food distribution operation in Gloucestershire.

Rod Gilpin Rod is a retired Mathematics teacher with a strong Christian faith who believes in helping others in any way that he can. In the past he has completed long distance charity walks for various organisations, and even took part in a sponsored parachute jump for Help the Aged through his school. Rod believes that the best way to help others is to provide the resources for them to help themselves and thinks that the purpose of Shared Interest is to do just that.

He welcomes the challenge to get further involved in any way that he can.

Liz Murphy Liz has worked for the NHS for 20 years as a midwife and nurse; she is currently based in Manchester. She has been a member of Shared Interest for the past four years and is thrilled to have been randomly selected as a member of Council. Liz is Secretary of InterMancunia, a refugee football team in Moss Side and has been involved in fundraising with Amnesty International and George House Trust. Liz has also volunteered with the Black Health Agency in Manchester.

Keynote Speaker Craft Aid is the only fair trade organisation on the small island of Mauritius. It is a not for profit organisation dedicated to the welfare of disabled people. Established by Gabriel Kamudu in 1982 with five employees, it now has 250 members of staff many of whom are disabled or disadvantaged. Craft Aid exports a range of clothing and bags made from Fairtrade cotton, handmade greetings cards and a variety of Fairtrade sugars.

AGM VENUE: The Assembly Rooms, Fenkle Street, Newcastle upon Tyne, NE1 5XU

The Assembly Rooms Hotel INDEGO

The Assembly Rooms are located within the heart of Newcastle’s city centre. The main Intercity Central Station is within 250 yards and the local Metro Station is situated directly opposite. Newcastle’s International Airport is only a 15 minutes drive away.

From the A1 South Travelling North on the A1 (M) you will pass the MOTO Service Station (Washington). Follow the signs for the A1 NEWCASTLE. After approximately 41/2 miles take the turn-off to the left, signposted A184 Gateshead & Newcastle Centre. Now follow the A189 and cross the River Tyne on the Redheugh Bridge keeping in the right-hand lane and turn right at the third set of lights for City Centre (South A186) at the filter lane at Nexus House. Then turn left at the second set of traffic lights (Burger King is on the corner and the Carling Academy is opposite) then take the first right onto Fenkle Street. The ASSEMBLY ROOMS is approximately 150 yards on the left.

From the A1 North Follow the A1 (M) South and take the road off to the left signposted City Centre (West) A186. Continue to follow the A186 for about 3 miles when you will see a sign for ‘Fenkle Street’ car parking. Shortly after this you will come to a major crossroads with traffic lights (Burger King is on the corner and the Carling Academy is opposite). Turn left then take the first right into Fenkle Street. The ASSEMBLY ROOMS is approximately 150 yards on the left.

From the A69 Follow the signs for the A186, go straight across roundabout at the junction with the A1 and follow the signs for the A186 NEWCASTLE until you pass the ‘Fenkle Street’ car parking sign. Then the directions are exactly the same as from the North.

Walking from the Central Station Coming out of the station, cross the main road (Neville Street) at the pedestrian crossing. Turn right and continue walking past the County Thistle Hotel. Turn left at the next corner and walk up Grainger Street past the Rendez Vous (with the torches outside). Cross over at the junction and turn left up Westgate Road. The ASSEMBLY ROOMS is approximately 150 yards on the right.

Shared interest society 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.