PAPER AGENTS ASSOCIATION
Minutes of the Annual General Meeting of the Paper Agents Association,
heldin The Court Room at
Stationers’ Hall, Ave Maria Lane, London, EC4M 7DD
onFriday 28th June 2013 at 11.15am
PRESENT: Mrs Vicky Doleman, the President, who presided over24 members representing 22companies, and the Director, Mr John R Paine
Apologies for absence were received from12member companies.
MINUTES OF THE AGM HELD ON 20th March 2012
Mr Phil Bond proposed that the minutes of the Annual General Meeting held on the 20th
March 2012be adopted. Mr Gareth Jonesseconded this proposal, and the minutes were duly approved and signed by the President.
ANNUAL ACCOUNTS
The Treasurer,Mr Paul Woollett reported as follows:
2012 was not as dramatic a year as 2011 when we had the benefit of the Paperpak windfall. You will recall, however, that we took only £53,333 of the windfall into the 2011 accounts and carried 30,000 over to 2012. The 2012 year’s accounts therefore are still showing the effect and this explains the surplus of £28,847 reported.
This means, of course, that the normal activities of the Association resulted in a shortfall of £1,152.
Income from subscriptions fell again last year by £3,000, reflecting the resignations of two members and some further adjustments in the bands of others.
Interest rates remained low throughout the year and we earned just £433 on the money invested.
As regards taxation for 2012, you will recall that in 2011 HMCE agreed that, since the amount due was less than £100, it would be waived. This remained true in respect of 2012, and again no provision has been made.
Expenditure at £34,920 for the year overall was down by £5,938 as a result of fewer meetings and the resulting reduction in cost. Nor were there any costs associated with the new website – the development of which is on hold because of proposed changes which will require some rewriting.
Secretarial services and administration were marginally down with reduction of £267 over the year.
Expenditure on affiliation fees (CPI, PEFC &Two Sides) was £4,080 reflecting an increase of £210 in the fee charged by the CPI..
Our functions in 2012 did better, making a loss of just £1,965 compared to £5,159 in 2011.We did lose money on the Annual Lunch and the May Dinner, but significant savings were achieved in the cost of the Christmas Lunch which enabled us to recoup some of those losses.
Excluding the Paperpak effect and despite the operating shortfall these results can be considered satisfactory when set against a falling membership and reduced subscription income and a static subscription structure which has been unchanged since 2001 – over a decade.
As stated last year, our reserves remain healthy and at year end we were holding just short of £144,500 in our bank accounts. This is divided between two banks to ensure that we have no exposure above the £85,000 limit per bank of the compensation scheme in place to protect deposits.
I should like to thank our Auditors, Barry Buckley and José Villatoro for their work in auditing the accounts on your behalf. Both have agreed to serve for a further year.
If there are any questions, I will do my best to answer them.
In response, questions were raised regarding the losses incurred on the Annual Lunch and the May Dinner. The director responded by saying that the Annual Lunch and the AGM, which occurred together, were subsidised by the Association. No AGM costs were included in the ticket price for the lunch whilst Hon. Members were invited to the lunch as guests of the Association. This year there would be 7 present. As regards the May Dinner, the ticket price had to be set in advance when attendance had to be estimated. This meant it was impossible accurately to calculate the impact of fixed costs, such as room hire, on the ticket price. It was therefore important to avoid an inflated ticket price which might have the effect of reducing numbers. A discussion followed during which members expressed the view that the venue itself was an important part of the attraction and the ticket price was of secondary importance given the associated costs of attending and entertaining guests (travel and accommodation). Th event had to represent value for money.
Adoption of the Accounts for 2012 was proposed by Mr Geoff Skelton, seconded by Mrs Nicki Moran and approved by members nem con.
PRESIDENT’S REPORT
The President presented her annual review of the Association’s activities during 2012 of which a copy is attached. Mr Chris Heyerproposed that the President’s report be adopted. This proposal was seconded by Mr John Uwinsand carried unanimously.
RE-ORGANISATION OF THE ASSOCIATION – RESOLUTIONS
14 day’s notice had been given to all members of the following resolutions for change:
Resolution 1
That the name of the Association be changed to “The Paper and Board Association”
Resolution 2
That the existing Council be replaced with an Executive Committee consisting of no more than 5 members.
These to be the President, the Chief Executive and a representative of each Section, one of whom will also serve as Treasurer. The roles of Vice President, Immediate Past President and Director will be discontinued.
Resolution 3
That the day to day running of the Association be delegated to a Chief Executive to be nominated by the Council on terms to be agreed following an open selection procedure inviting candidates from within the membership and outside as appropriate.
The Chief Executive, once appointed, to be empowered to appoint, in addition, an Administrative Assistant on terms agreed by Council.
Both appointments to be approved by a General Meeting of the Association to be held no later than the end of October 2013.
Resolution 4
That the Association widen its membership to include Associate Members from related trades/disciplines. Associate Membership to have no voting rights.
Resolution 5
That the existing Constitution and Rules be amended and updated to give effect to these changes. The revised Constitution and Rules to be presented to a General meeting for approval no later than the end of October 2013.
Resolution 6
To approve the following revised schedule of subscriptions to apply to the current calendar year and to be payable by 31st August 2013.
Existing Category(No of Members 2012) / Criterion
(Annual Invoiced Turnover of Paper & Board sold in the UK and Ireland) / £
(from 2001 to 2012) / £ / Proposed New Category
A (23) / Less than £10million / 600.00 / 650.00 / A
B (9) / More than £10million, less than £50million / 900.00 / 950.00 / B
C (3) / More than £50million, less than £100million / 1,200.00
D (1) / More than £100million, less than £250million / 2,400.00 / 1,200.00 / C
E (2) / £250million and above / 4,000.00
Associate Members / - / 500.00 / Assoc.
These were introduced by Mr John Uwins who explained that the process had started following the 2012 AGM when Council initiated a review of all aspects of the Association’s activities. The objective had been to develop a plan which would improve the offering to members.It was recognised that falling attendances reflected the changing circumstances within companies and that time was a scarce commodity. Meetings had to represent value for money. In addition it was clear that the existing subscription structure was out dated and placed an unreasonable burden on the larger companies who no longer enjoyed the support of large organisations within the UK. The networking opportunities offered by the Association were valuable to both large and small companies.
The resolutions were debated in turn. Resolutions 1, 2, 4 and 5 proved uncontroversial but there was considerable discussion regarding Resolutions 3 and 6.
In the case of Resolution 3 a number of points were madeIt was felt that the title should remain as “Director” rather than “Chief Executive”. In addition it was felt that reference to an “Administrative Assistant” should be deleted. On a show of hands these changes to the resolution were approved (18 for, 8 against). There was also considerable debate about the selection procedure. An independent Director should be selected following an open and transparent selection procedure.
In the case of Resolution 6 some members felt that the proposed increase of £50 (8%) was unrealistic and that given that reductions were proposed in other bands it penalised the smaller companies. The Director reminded members that there had been no increase at all for 11 years and the increased subscription was modest when viewed in this context.
Following the debate members were asked to vote in a ballot on each resolution in turn.
There were 22 Companies represented at the meeting and the Director confirmed that he had been notified of 4 proxies.
The Votes cast were as follows:
For / AgainstResolution 1 / 13 / 13
Resolution 2 / 14 / 12
Resolution 3 / 12 / 14
Resolution 4 / 13 / 13
Resolution 5 / 15 / 11
Resolution 6 / 17 / 9
In the case of Resolutions 1 and 4, the Chairman of the meeting exercised her right to a casting vote in favour.
As a result, Resolution 3 failed and the remainder were passed by the meeting.
APPOINTMENT OF OFFICERS
PRESIDENT
Mr Paul Woollett had been nominated by rhe outgoing Council as President and was approved by the meeting.
TREASURER
The Treasurer will be appointed by the Executive Committee to be established under Resolution 2 from amongst its members.
The Director reported on the election of Section Chairmen as follows
Section 1.ChairmanMr Pat O’Brien
Section 2.ChairmanMrs Nicki Moran
Section 4.ChairmanMr P Beckwith
It was agreed that these should be recognised as the representative members to serve on the new Executive Committee (Resolution 2) and that if for any reason they were unable to attend they should be empowered to nominate an alternate to attend in their place.
DIRECTOR
The President thanked the Director, Mr John R Paine, for his service during the year.
The Director confirmed to the meeting that his intention was to retire shortly, but would remain available to cover any necessary transition period until the end of May 2014 if required. He could be flexible as to timing.
His reappointment for an interim period to 31 October 2013 was confirmed unanimously by the meeting.A further General Meeting would be required under Resolution 5 before 31st October when the position could be reviewed.
APPOINTMENT OF AUDITORS
The President thanked the Hon Auditors for examining the year’s accounts.
As mentioned in the Treasurer’s Report, Messrs JoséVillatoro and Barry Buckley were both available for re-appointment and this was confirmed by the meeting.
ANY OTHER BUSINESS
There was no other business and the President closed the meeting at 12.15 pm
The following Honorary Members joined the Association as its guest for lunch:
Messrs. Barry Buckley, Pat Bannerman, Ivan Gunn, Mike Clark, Charles Harvey, Russell Adam and John Paine.
President’s Report to AGM
28th June 2013.
The President, Mrs Vicky Doleman of Hellfoss AS spoke without notes.
She opened by acknowledging that, had she known which way her job was going to go at the time, she would not have accepted the Presidency. She, like many others in the industry, was finding that time was in short supply and indeed she had been out of the country for the last 4 weeks – which explains the absence of a written report.
Her company had gone into bankruptcy in April and although now with new owners and with the mill running again she was tasked with rebuilding relationships with customers across Europe.
Whilst she would not wish this experience on anyone else, she believed it was symptomatic to some extent of the industry at large,and however big a company we worked for, none of us could be sure that our own company would not be engulfed in something similar at some time in the next 5 years.
The lesson to be learned was how to deal with the changes which were facing the industry and this was true also of the Association which was facing challenges of its own – declining membership and shortage of time to participate effectively on the part of members.
She had tried to find time to attend as many meetings as possible and had followed closely the discussions on proposed changes to the Association. She was certain that change was necessary and that the Association needed to find a new way of working. This would not happen overnight and the leaders of the new team would need to be driven to make it work.
Shewould have loved to have been able to devote more time to the Association during her Presidency and regretted that it had not been possible.
She would not extend this report by trying to summarise the current industry situation – members were all too well aware of the situation.
In closing she offered to answer any questions, but there were none and the report was accepted unanimously by the members present.