Which2016

Recovering a Charity
Which 2016

Dear Visitor,

If you are reading this then it is probably you have received one of the several thousand letters we have been able to afford to send to the six thousand plus Ordinary members of the Consumers Association. These letters have been paid for by fellow members of the Association concerned at what is happening to the charity. The list of donors is here: ☀ ☀https://docs.google.com/document/d/1O9j1c5AcYER9ihlW4D1hs9DT1CS4tw3iNZWSZwYFBboTo back-track to the the AGM in 2013 these concerns were crystalised when it was revealed that our CEO, plus three fellow executives of Which? Ltd, could share in a bonus pot worth over £2m by doing their normal work. At this stage you had to wonder why the Trustees were agreeing this arrangement.

We are concerned is that over the last decade Which? the publishing arm seems to have become the dominant force and Trustees have accepted being sidelined. And then there was the series of Resolutions which seemed to be designed to make us members less relevant.

 So from 2013 we have been looking at what goes on with our Trustees. Well firstly that year was regrettably when the reduced number of elected Trustees came into effect. Whether this had a bearing on the passing of the bonus scheme is hard to say.

Smaller more efficient Council: Resolution 2012 May

Since we voted in May 2012 to reduce the size of Council at the behest of Council we have had some unfortunate problems which were entirely forseeable but apparently not to Council or their advisers.

After the Resolution was passed Council has been appointing co-opted Directors to pretend to be elected. And that continues with one very long-standing member even now in the role of "Appointed" occupying an elected position.

Given the loss of the three Trustee positions out of four elected in January 2013 and the passing of the Long Term Incentive Plan in the 2012/13 financial year we can only marvel at our ill-luck that more elected were not on Council as I suspect they would be less likely to vote for such generosity.

One of the curiosities of the motion was the way it was rushed through requiring a special meeting and the hire of a hall in June in London. Some members felt so strongly they flew down to London from Scotland to protest and argue the case for elected Trustees.

There were some options not explained ; such as - Given there are six co-opted positions the Council need only recruit three and it would have had the smaller executive desired and the full set of elected Trustees.

Having all three positions removed immediately is in itself odd as the normal method would be to reduce a position per year to avoid the problems that arose in meeting the requirement of the Articles that there are nine elected Trustees.

Resolution November 2012 Trustees ability to have shares in a supplier increased from 1% to 5%

When Trustees have a financial interest in a Company doing business with the Charity on which they serve the conflict of interest potential can be embarrassing particularly if large sums are involved.

It can be done well  and as the Accounts of the National Trust and the Royal Horticultural Society show how full disclosure can be made even for very trivial amounts and even simply for common interests that might be construed as of conflicting.

<p style="margin-bottom: 0in; line-height: 100%">So in 2012 why were we being asked to increase the Trustee holding level from 1% to 5%? As it happened since 2009 our then Chairman P Barwise had shares of 1.6% in a company that had gained a £0.5m+ per year contract with Which? Ltd.

<p style="margin-bottom: 0in; line-height: 100%">Our Articles, a very important rule book on what the company and Directors can do, said that no trading can take place with any company where a Trustee holds more than 1% of the shares.

<p style="margin-bottom: 0in; line-height: 100%">The holding was first reported in the 2010/11 Accounts and in the following year. 2011/12.  As we voted in November 2012 to increase the limit to 5%  it was recorded that Mr Barwise had sold his shares in the February 2012. Therefore the following year when the Accounts mentioned no directorial interests it was perhaps misleading as Mr Barwise had re-purchased the same shares shortly after the November AGM.

<p style="margin-bottom: 0in; line-height: 100%">The auditors PCW maintain that this information was not required for the Accounts. Many would disagree as the previous set of Accounts, by announcing the sale, had created a now erroneous impression. Overall of the six sets of Accounts the information could have appeared in, it has appeared in two. The contract I understand has now ended so it will be interesting to see how it is treated in these forthcoming Accounts.

<p style="margin-bottom: 0in; line-height: 100%">On the plus side

<p style="margin-bottom: 0in; line-height: 100%"> The Charity Commission this year have addressed some of the issues that concerned us.

<p style="margin-bottom: 0in; line-height: 100%">1] Restricting the length of time charities can fund loss-making commercial endeavours to two years unless there is some very serious justification.

<p style="margin-bottom: 0in; line-height: 100%">2] Reminding Trustees strongly that they are legally liable for all that the charity does and that includes the commercial arms.

<p style="margin-bottom: 0in; line-height: 100%">'''However the most important tool in any shareholder armoury is the ability to raise Resolutions and good as the current Council are they do not support this crucial facet. Please support us by email or letter to the Group Coordinator as advised in your letter'''

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Current Council
The current Council, while denying our most important request, has adopted one of our most strong proposals and that is unifying the Accounts and the voting forms so they reach you at the same time. They have also proposed that the elections tie in with the AGM. Such simple things which seemed to have been impossible for previous Councils to address.

Here is a copy of the letter we sent to Council in December 2015.

<span style="font-size:10.0pt;font-family:"Tahoma","sans-serif"">Open Letter to Council December 2015<p style="margin-bottom:0cm;margin-bottom:.0001pt"><span style="font-size:10.0pt;font-family:"Tahoma","sans-serif"">Dear Trustees,

<p style="margin-bottom:0cm;margin-bottom:.0001pt"><span style="font-size:10.0pt;font-family:"Tahoma","sans-serif"">We the undersigned being shareholders of the Company have serious concerns about the governance of the Charity.

<p style="margin-bottom:0cm;margin-bottom:.0001pt"><span style="font-size:10.0pt;font-family:"Tahoma","sans-serif"">There are several matters that we wish to raise and request a response:

<p style="margin-bottom:0cm;margin-bottom:.0001pt"><span style="font-size:10.0pt;font-family:"Tahoma","sans-serif"">1. Ordinary Membership a] A statement on what Council is doing in terms of the Ordinary Member numbers which are declining rapidly and have been for the last decade. b] Was/Is there a policy decision by Council on Ordinary membership levels.

<p style="margin-bottom:0cm;margin-bottom:.0001pt"><span style="font-size:10.0pt;font-family:"Tahoma","sans-serif""> 2. The Consumers' Association adopt the good practices of the National Trust : a] Videocasting the AGM. Providing on-line input to the meeting. Providing a transcript. Provide a downloadable podcast. [Cost around £25,000.] b] Adopt the National Trust articles to bring forward Resolutions. c] Full disclosure of Trustees links and interests.

<p style="margin-bottom:0cm;margin-bottom:.0001pt"><span style="font-size:10.0pt;font-family:"Tahoma","sans-serif"">3. Only members and/or subscribers who receive the Accounts and AGM Minutes be eligible to vote for Trustees.

<p style="margin-bottom:0cm;margin-bottom:.0001pt"><span style="font-size:10.0pt;font-family:"Tahoma","sans-serif""> 4. Any Resolutions put forward by Council should be placed on a new Consumers' Association website where a specific area is open for members to discuss the matter prior to voting. This site information to be included with the Resolution documentation.

<p style="margin-bottom:0cm;margin-bottom:.0001pt"><span style="font-size:10.0pt;font-family:"Tahoma","sans-serif""> 5. The Accounts are accompanied by the AGM voting form as is normal practice.

<span style="font-size:10.0pt;font-family:"Tahoma","sans-serif""> We look forward to the response of Council.

Signed by Ordinary Member

Patrick Taylor and 27 other Ordinary Members of Consumers' Association Limited 9.12.15

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