Letters and responses

August 8th 2014
'''A copy of the letter sent to one hundred members 8th August 2014 being a slightly revised version of the Letter of 1st August 2014 to four hundred members giving better contact details. It drew a 10% favourable response to reform.'''



 Consumers' Association Ltd -  publisher of Which?

Dear Fellow Shareholder,

I am writing to you as I have deep concerns about our charity of which I have been a member for 25 years. I am going to explain where I have concerns, outline a course of action, and seek your opinion and support.

You are one of a hundred shareholders receiving this letter which hopefully will enable me to gauge by your response if my concerns are widely shared.

 Concern -  Pay 

From 2007 to 2012 the collective pay of the top five executives in Which? increased from just under £0.6m to just under £1.1m. In the Accounts for 2013 it was revealed that four of these executives are on a potential bonus of 300% of salary [that is 100% of salary for each of the three years of the Long Term Incentive Plan]. This would mean a collective bonus of £2.54m for the four - on top of salaries ranging from £170,000 to £320,000.

According to Third Sector, a charity sector site, in a report in March 2013 on the 100 largest charities, our CEO is the best paid of all charities in the general sector. The commonest pay rate in the General sector being £155,000 almost precisely half the amount Which? pays its CEO.

My feeling about big bonuses is that I expect senior staff to be working for the benefit of the charity at all times and I fail to see how increasing pay can achieve anything more. It is even more galling when you realise how much better paid the executives are compared to the vast majority of charities that have many times more staff, more income, and more locations.

 Concern - Testing 

I read the Conversations forums and it has become increasingly apparent that a number of small appliance Best Buys are a cause of dissatisfaction over a period of years. That the reader reviews posted by subscribers are visible to anyone on the Web makes it embarrassing for the good name of Which? - and for those who recommend Best Buys to friends.

“CharteredEngineer          

''Just about to buy a replacement for our old Tefal which lasted 5 years and gave very good service.The Logik is top of the Best Buys table but as usual I cross-checked the customer reviews before opting to buy a Logik. I was appalled.The chasm between the Which? best buy rating and the user experiences is a really worrying indictment of Which? and its testing philosophy. It couldn't really be much worse - even the response from the Which Editor was selective and abysmal.'' http://www.which.co.uk/home-and-garden/home-appliances/reviews/steamers/logik-l90sss11/customer-views/#

In September 2013 Which? revealed that on re-testing many new washing machines do not actually wash at 60C but even temperatures as low as 43C. This replicated the experience of the German testing organisation in December 2012 where it opined these were not hygienic wash temperatures even if optically they equal the cleanliness of a traditional 60C wash.

 http://www.staticwhich.co.uk/documents/pdf/62-65_washingmachines-331452.pdf

<p style="margin-bottom: 0cm">I was left wondering why, as a matter of course, hygienic washing is not tested. This is particularly relevant in the UK where unlike Europe, many nurses and similar staff are required to wash their uniforms at home.

<p style="margin-bottom: 0cm"> Concern - Trustees 

<p style="margin-bottom: 0cm">As Trustees approve senior pay and bonus schemes the question arises what is going on in terms of pay. The Trustees are effectively a Board of Directors and there is considerable academic research on Director/CEO relationships and large pay awards. Generally the findings are that the Directors, particularly if co-opted, tend to identify with the Executive rather than exercising an independent view.

<p style="margin-bottom: 0cm">I have no knowledge of the workings of our Trustees but all I can see is amazing pay structures, monstrous bonuses, a lack of concern on Best Buy woes, and an adventure in India where Which? has spent £9m over three years for a subscriber base of less than 30,000. The effect of the bonus on the opinion of subscribers and on the general public, and indeed of Which staff, does not appear to have been considered well.

<p style="margin-bottom: 0cm">I have been fortunate to have had a number of discussions with Which? staff as to testing, and with the Deputy Chairman on pay, on the surrendering of the LTIP scheme, and other aspects of Which?. The only aspect that has any traction with the Trustees is an acceptance that an on-line forum would allow Trustees to sample members views, and for members to see what other members feel.

<p style="margin-bottom: 0cm">However the forum concept, though welcomed in principle in December 2013 by the Trustees, has yet to emerge. I was very disappointed that whilst I was out of the country for a few months that the opportunity was not taken to sample opinion when they wrote to all members regarding addresses being available to fellow shareholders under the terms of the Companies Act.

<p style="margin-bottom: 0cm; page-break-before: always"> Actions

<p style="margin-bottom: 0cm">Because the Consumers Association is a limited company we have the Companies Act 2006 to provide a framework for action. A major benefit compared to most charities where members have very limited ability to contact each other.

<p style="margin-bottom: 0cm">I have paid for a copy of the Shareholders Register and this allows me to write to you directly. If enough of us support a resolution the Company is required to circulate the resolution[s] to all shareholders to vote on them. The legal support level for Resolutions is 5% of shareholders, so under 400 shareholders currently given a membership of 7,500.

<p style="margin-bottom: 0cm">Unfortunately under the Act and unlike a public company, the Consumers Association is deemed a private company and can require supporters of any Resolutions to pay the cost of the posting and voting and I am told this will be £7-8000.

<p style="margin-bottom: 0cm">My hope is that if enough shareholders write to the individual Trustees – care of 2 Marylebone Road - or more easily by email to each of the Trustees at [mailto:which@which.co.uk which@which.co.uk]. Then I would think it highly embarrassing for them not to provide for Shareholder Resolutions given the millions they are prepared to pay as bonuses.

<p style="margin-bottom: 0cm">For your information, the current Trustees are:

<p style="margin-bottom: 0cm">Paddy Barwise, Peter Cartwright, Harriet Kimbell, Jennifer Oscroft, Tim Roberson, Peter Shears, Chris Willett (all elected)

<p style="margin-bottom: 0cm">Mark Addison, Dan Bogler, Melanie Dawes, Paul Preston, Anna Walker, Tony Ward (co-opted Members)

<p style="margin-bottom: 0cm">I would also very much appreciate any responses to myself by post, email, or telephone as though I receive plenty of support from non-members it us shareholders ultimately that need to decide whether the situation is acceptable.

<p style="margin-bottom: 0cm">I have set up a forum on the well-established Wikia site where you can put your opinions and read other people’s views. http://which.wikia.com/wiki/Which_Wiki

<p style="margin-bottom: 0cm">I will also be adding other information to the site and I hope with your comments we can form a consensus on what we want from our Trustees

<p style="margin-bottom: 0cm"> Support Resolutions

<p style="margin-bottom: 0cm">To focus opinions I have created a first draft of several Resolutions on which I would welcome your view: whether they have sufficient merit that you support them, to an extent, or not at all. Any suggestions appreciated.

<p style="margin-bottom: 0cm">Thank you for the time you have taken to read this. I wish the letter could have been shorter, or more honestly not required to be done at all. However it was do something or resign from Which?

<p style="margin-bottom: 0cm">Yours sincerely,

<p style="margin-bottom: 0cm">Patrick Taylor

<p style="margin-bottom: 0cm">P.S. If my name seems familiar I was a first-time candidate in 2013 and also the man in the AGM Minutes saying the pay was excessive. I also said, unreported, that the bonuses were obscene.

<p align="RIGHT" class="western" style="margin-bottom: 0cm">P.T.O.

<p style="margin-bottom: 0cm"> Resolutions

<p style="margin-bottom: 0cm">1. The highest salary to be no higher than six times average earnings advised by the Office of National Statistics in the previous year.

<p style="margin-bottom: 0cm">[ ''This equates pretty roughly with the £155,000 median figure for most big charities and comes with the advantage of being pegged to normal salaries and will naturally increase over the years. Our CEO's salary on joining was £120,000 in 2004. ONS in 2012 reporting it's survey results show that since April 2000, average annual pay for full-time workers has risen by 40%, from £18,848 to £26,500 in 2012 '']

<p style="margin-bottom: 0cm">2. No bonuses/or benefits of more than 10% of salary to be paid.

<p style="margin-bottom: 0cm">3. The number of co-optees on the Board of Trustees to be reduced from six to three and the number of elected members to be increased by three to twelve.

<p style="margin-bottom: 0cm">[ ''This will provide more legitimacy to the Trustees when monitoring the Executive and alters the balance change instituted in 2012. The Chairman said in the July 2012 meeting “The evidence was that a smaller executive would be better able to hold the Executive to account” …..''

<p style="margin-bottom: 0cm">The establishment of Advisory Committees could provide expertise that Trustees could draw on rather than asking members to elect from certain professions]

<p style="margin-bottom: 0cm">4. That an on-line forum be made available for members to communicate with each other. [The French consumer organisation UFC Que Choisir runs one]

<p style="margin-bottom: 0cm">5. That Advisory Councils of lay members and experts be established to monitor the running of the operation and advise on testing protocols. [An idea borrowed from the German testing body]

<p style="margin-bottom: 0cm">6. Voting for candidates to be by shareholder members of the company.

<p style="margin-bottom: 0cm">[''Following a decision pre-2004 it was decided that all subscribers, be it for any product, could vote for Trustees. However as they have neither sight of AGM Minutes nor of the Accounts they only have a rather partial insight as provided by the Review. There is no barrier to them joining the company to become a shareholder.''

<p style="margin-bottom: 0cm">''Incidentally as opposed to mailing 650,000 people to vote there would only be 7,500 with concomitant cost savings. The highest number of people voting was 38,000 in 2012. It may well revitalise the company as an examination of the shareholder Register reveals that 87% of the current membership joined pre-1994. Only about 300 members have joined in the last 10 years'']

<p style="margin-bottom: 0cm">7. The Company adopts Section 314 of the Companies Act 2006 to allow Resolutions supported by the required number of shareholders to be voted on without cost to the supporters of the resolution.

<p style="margin-bottom: 0cm">8. In the event of an elected Director resigning in their first year the position and remaining term to be filled by inviting, in order of highest vote, unsuccessful candidates still willing and able to be a Trustee.

<p style="margin-bottom: 0cm"> <h2 style="margin-bottom: 0cm">Letter 14th OCtober 2014 <p style="margin-bottom: 0cm">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">Patrick Taylor: 6 Wheat Knoll, Kenley, CR8 5JT 0208 407 6364 taylorwhich@virginmedia.com

<p align="right" class="western" style="margin-bottom: 0cm; line-height: 100%">

<p align="right" class="western" style="margin-bottom: 0cm; line-height: 100%">October 14th 2014
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<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">Dear ,
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<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">I am writing to request that you use your AGM vote as a means of sending a message to Council that reforms are needed.

<p class="western" style="margin-top: 0.28cm; margin-bottom: 0.21cm; line-height: 100%">Why?

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">In 2012 Council out of the blue asked us Members ("shareholders") to support a resolution to remove three of the elected Trustee ("director") positions, as Council claimed it would be more efficient with only fifteen members. The new slimmed-down Council started in March 2013: <p class="western" style="margin-top: 0.21cm; margin-bottom: 0.21cm; line-height: 100%">Personally I am very unhappy. In particular: <p class="western" style="margin-top: 0.28cm; margin-bottom: 0.21cm; line-height: 100%">What - to do
 * 1) <p class="western" style="margin-bottom: 0.21cm; line-height: 100%">Agreed a staff bonus scheme (the “Long Term Incentive Plan”), which could potentially cost the charity £2.5M and benefits four of the top staff at Which?. Our CEO, already on £25,000 per month, is the highest paid in the general charity sector and has been for some years.
 * 2) <p class="western" style="margin-bottom: 0.21cm; line-height: 100%">Not content with introducing the reduction in elected members with immediate effect, Council decided in March 2014 not to fill two elected member vacancies with candidates who had stood in the 2013/14 elections, but rather appointed two existing co-opted (unelected) members to “elected” positions to bring up the number to the reduced, mandatory nine.
 * 3) <p class="western" style="margin-bottom: 0.21cm; line-height: 100%">In this forthcoming election there are six elected vacancies, but Council has decided only three will be elected – and Council intend to "appoint" a further three into the elected positions. So in 2015 we members will have elected only six out of a fifteen man Board of Trustees.
 * 4) <p class="western" style="margin-bottom: 0.21cm; line-height: 100%">The existing Council choose which candidates, nominated by the members, can go forward for election. This is on the basis that the electorate would be confused by having to choose from too many candidates.
 * 5) <p class="western" style="margin-bottom: 0.21cm; line-height: 100%">The Indian co-venture had apparently used £9m over three years to achieve 30,000 subscribers.
 * <p class="western" style="margin-bottom: 0.07cm; line-height: 100%">In 2012 Council could have dispensed with 3 of the 6 co-opted (unelected) trustees to reduce the size of the Board to the desired 15, instead of reducing elected member positions.
 * <p class="western" style="margin-bottom: 0.07cm; line-height: 100%">Council could have phased the resolution so as to reduce the number of elected positions by one a year as the Australian Consumer Association has. This would have avoided the current mess of six elected vacancies, however for some inscrutable reason they chose not to follow this straightforward course.
 * <p class="western" style="margin-bottom: 0.07cm; line-height: 100%">Council could have consulted with Members [the shareholders in the Consumers' Association] over the proposed change before proposing the Resolution.
 * <p class="western" style="margin-bottom: 0.21cm; line-height: 100%">The runner-up from last year is apparently not good enough a candidate to run this year – no matter that he polled over 10,000 votes in 2013 – his nomination has been rejected by Council. It seems rather brutal for Council to decide who is, and is not, a good candidate.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">Firstly if you too are unhappy I would ask that you cast your vote against accepting the Accounts as this is a highly visible and traditional marker of shareholder unhappiness.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">Secondly, I have put forward a handful of proposals for reforming the Consumers' Association Articles, covered some of the problems with testing, and canvassed opinions from five hundred members already. This information is here: http://which.wikia.com/wiki/Which_Wiki and you can add your own views.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">If you are not connected to the internet and are interested to learn more please enlist the help of a friend, or use your local Library. I am of course always happy to receive letters, emails and telephone calls. Given the high average age of the remaining shareholders, the oldest to contact me so far being 99, I appreciate that some of you will not easily be able to respond.

<p class="western" style="margin-top: 0.42cm; margin-bottom: 0.21cm; line-height: 100%">What  - sort of reforms <p class="western" style="margin-top: 0.42cm; margin-bottom: 0.21cm; line-height: 100%">Where - do the co-opteds come from?
 * 1) <p class="western" style="margin-bottom: 0.21cm; line-height: 100%">The major one must be a reduction in co-opted (unelected) trustees on Council and an increase in elected members – with Council not deciding which members can stand in elections.
 * 2) <p class="western" style="margin-bottom: 0.21cm; line-height: 100%">The Australian Consumer Association shows a much more transparent approach as to what is happening within their organisation by sending Members a short email briefing from the Chair after each Board meeting. Read more: http://www.choice.com.au/about-us/how-we-are-run.aspx#ixzz3Fip6fusc

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">I am not against co-opted trustees but where Council also select the candidates, and even favours certain service industries for applicants, I think the process becomes unbalanced and reform is needed. In many charities such as the National Trust, co-opteds form Advisory Boards to provide insights and guidance.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">Across The Council and the Board of Which? Ltd it seems there are a dozen co-opted Directors/Trustees. Some co-opted, with added kudos of Council experience, become elected Trustees. There is also a commonality of backgrounds: two of the co-opteds used to be subordinates of one other; two more co-opteds worked together when civil servants; and several more all have work history with two giant consumer product companies.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">My concern is that the co-opted directors being introduced from the same sort of backgrounds are very liable to groupthink. A term nicely explained on Wikipedia, but essentially that the group sense of unity and rightness is more important than accepting other points of view.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">Yours sincerely,

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">Patrick Taylor

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">Member of Consumers Association from 1989 and irate candidate in 2013.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">'''The extra sheet provides another proxy form on one side, on the other side are some figures on membership, and on pay and other charities. Ideally you still have your proxy form sent to you at the beginning of August, failing that you can ring for a replacement from ERS on 020 8365 8909 and they will send out a replacement by first class post'''

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">'''I have used the Proxy form sent to you as the basis for responding as it is pre-filled. I am now told that the ERS would view this as invalid. However in extremis use the one I provide as the number of invalid votes in itself provides a marker.'''

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%"> The Proxy Votes

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">If you think reform is needed and you have your original proxy form ready to post after having seen the Accounts please complete it. If you have lost it or sent it already use the reverse of this page. The main advantage for using the proxy method will be that we will all be able to see the support for various ideas as it will be Minuted. Please leave the Chair as the person who will cast your mandated votes as a Chair will always exist at the AGM.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">To make the most of this opportunity for shareholders and using all four votes:

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">Item 1. Mark your ballot abstain if you want the Board of Trustees to have 12 elected members.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%"> Item 2. Voting against the Accounts is a strong message that you are unhappy generally.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%"> Item 3. Mark Abstain - for a forum for Members, and Trustees, to exchange views.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%"> Item 4. Abstain - Members suggested resolutions currently may be required by Which? to pay the costs – I have been quoted a figure of £8000. By comparison a Plc. would be required to pay the costs for its shareholders if they had the 5% support level required.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%"> The National Trust circulates Member Resolutions with its annual update and Election forms.

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%"> Second sheet

<p class="western" style="margin-bottom: 0.21cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">The Decline of the Consumers' Association

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">In June I obtained for £95 a copy of the Shareholder Register to enable me to write, as far as money allows, to fellow members. From what happened at the 2013 AGM I was very sure the vast majority of shareholders were unaware of the high salaries and the potential bonus of over £2.5m to four members of staff.

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">I have been in contact with the Trustees on the possibility of a Forum for members to express views. This idea, apparently accepted in December 2013 by them, appears not to have been moved forward. Whether it is a deliberate policy or neglect the Consumers' Association is withering. I am told that in 2004 the membership was around 11,000 and is now 7500.

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">Investigating the Shareholder Register as at June 6th 2014 revealed the following about shareholders.

<p class="western" style="margin-bottom: 0cm; line-height: 100%">- only 311 have become shareholders in the last decade whilst we have lost 3500

<p class="western" style="margin-bottom: 0cm; line-height: 100%">- making some assumptions the average age is 69 plus with 80% over 60, the oldest I have spoken to is 99.

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">I would like to reverse this decline.

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">Which?'s reputation has been built over the years by testing and recommending products. Thus is being brought into disrepute by Best Buy status being allocated with limited testing to small appliances. An example would be a steamer from Argos. This means very unhappy people who ended up with a duff buy and a very poor opinion of Which?

<p class="western" style="margin-bottom: 0cm; line-height: 100%"> http://www.which.co.uk/home-and-garden/home-appliances/reviews/steamers/logik-l90sss11/customer-views/

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">Pay & Income

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">The argument put forward repeatedly is that the high salaries are necessary to attract the right talent and to retain existing staff. Our CEO's salary has risen from £120,000 in 2004 to £300,000 in eight years (£25,000 per month], the next highest paid receiving over £20,000 a month.. All of the top four executives earn more than the commonest pay for the largest general Charity CEOs of around £150,000 a year.

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">The National Trust, a very much larger charity pays its CEO £160,000 [membership 4 million in comparison to Which? 600,000 plus]. The CEO of the Dutch consumer body equivalent is paid around £120,000 [membership 484,000]. Both are notable also for having larger bodies below their Councils where matters of pay and policy etc. are discussed.

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">There has been considerable growth in Which?'s income however I am happy to make a case that it is not due to inspired staff but rather the technological changes and the introduction of tablets and smart phones have been the significant drivers. With 250,000 members paying around £100 per year for on-line access with no costs to Which? to print or post magazines that is almost £25M income with much lower costs.

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">The introduction of the Best Buy concept allows companies to pay to use it in advertising by paying Which? up to £15,000 per six months. As from the Argos steamer example above, the proliferation of Best Buys can be a double edged weapon. The number of subscribers who in a period of over two years have suggested that it is not a Best Buy would argue that a response is needed either to justify its status or remove its award.

<p class="western" style="margin-bottom: 0cm; line-height: 100%"> http://www.whichcorporate.co.uk/endorsement-schemes/useful-documents-2/

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">The US consumer body Consumer Report indicates beside every reviewed product that they receive income from on-line partners when they direct traffic to their sites for views or purchases. I am not sure whether Which? also gains income this way.

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">Reverse Second Sheet

<p class="western" style="margin-bottom: 0cm; line-height: 100%; page-break-before: always">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">FORM OF PROXY UNDER ARTICLE 10.33 Consumers' Association

I [full name]…...............................................................................................................................

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p class="western" style="margin-bottom: 0cm; line-height: 100%">of …............................................................................................................................... ..….....

<p class="western" style="margin-bottom: 0cm; line-height: 100%">….............................................................................................................................. ….......

<p class="western" style="margin-bottom: 0cm; line-height: 100%">

<p align="justify" class="western" style="background: #ffffff; border: none; padding: 0cm">Hereby appoint the Chairman of the meeting or (1) …............................................

<p align="justify" class="western" style="background: #ffffff; border: none; padding: 0cm">…..................................................................................................................................

<p align="justify" class="western" style="background: #ffffff; border: none; padding: 0cm">as my proxy to vote in my name and on my behalf at the Annual General Meeting of the Association to be held on Monday 17 November 2014 and at any adjournment thereof.

<p align="justify" class="western" style="background: #ffffff; border: none; padding: 0cm">Please return your signed proxy form to Electoral Reform Services Limited, The Election Centre, 33 Clarendon Road, London N8 ONW, no later than 6.00 pm on Friday 14 November, 2014.

<p align="justify" class="western" style="background: #ffffff; border: none; padding: 0cm">Notes:

<p align="justify" class="western" style="background: #ffffff; border: none; padding: 0cm">''1. If you wish to appoint someone other than the Chairman of the meeting insert his/her name (and address if known) in the space provided and delete the words 'the Chairman of the meeting'. This person has to be an Ordinary Member.''

<p align="justify" class="western" style="background: #ffffff; border: none; padding: 0cm">''2. If you wish your proxy holder to vote as he/she thinks fit, do not vote 'FOR' or 'AGAINST''' <p align="justify" class="western" style="background: #ffffff; border: none; padding: 0cm">

<p align="justify" class="western" style="background: #ffffff; border: none; padding: 0cm">

<p align="justify" class="western" style="background: #ffffff; border: none; padding: 0cm">Signed..........................…............................................ Date ….......................

<p style="margin-bottom: 0cm">

<p style="margin-bottom: 0cm">