AGM Minutes 2011

'''Minutes of the fifty-fourth Annual General Meeting of Consumers' Association'''

Held on Thursday 10 November 2011 at

The King's Fund,

11-13 Cavendish Square,

London, WIG OAN

starting at 12.00 noon

Professor Patrick Barwise (Chairman)

Tanya Heasman (Deputy Chairman)

Richard Thomas (Deputy Chairman)

Helen Parker (Assistant Chief Executive)

Andrew Reading (Company Secretary)

and some 110 Ordinary Members of the Association

The Chairman said that the Chief Executive was unable to

be at the AGM as he had recently been admitted to hospital

for a minor operation. However, Peter was recovering well

and would be returning to work shortly.

1/54 MINUTES OF THE 53rd ANNUAL GENERAL MEETING OF CONSUMERS' ASSOCIATION HELD ON 22 OCTOBER 2010

The Chairman proposed that the Minutes of the Annual General Meeting held on 22 October 2010 be APPROVED.The Resolution was duly seconded and CARRIED, 2172 votes in favour, 6 against and 51 abstentions.

Mr Ghosh asked that the names of questioners be included both in the minutes and in the record of the separate question and answer session held at the conclusion of the AGM. The Chairman said that he would arrange for names to be recorded, although in order for this to happen consistently, it was necessary for all speakers to provide their names when asking questions.

Mr Ghosh said that during the 2010 question and answer session, he had raised a question about the price of Which?, suggesting that it should 'not' be increased rather than that it should increase. The Chairman said that this correction would be made.

2/54 CHAIRMAN'S STATEMENT

The Chairman was delighted to report that the last year had been a strong and successful one for Which?, with subscription numbers growing for the fifth successive year and now standing at more than 1.3 million. Furthermore, the number of individual members was at its highest point for 15 years. This was a remarkable achievement given that the publishing industry was experiencing a near universal decline.

However. Which? was also here to campaign for positive change for all consumers and, in recent months, had been working hard to improve the visibility and impact of campaigning work. Which? was achieving more media exposure than ever, especially on television and radio. Good progress had been made in the last few months on the key campaign areas of personal finance and energy.

Which? had maintained pressure on the banking sector, and the final report of the Government's Independent Commission on Banking included many of the recommendations made by Which?'s own Future of Banking Commission. These include: removing implicit subsidies to banks; increasing protection for depositors; and ring-fencing retail banking from investment banking. Which? proposals had been included in the Bill on Banking Reform,

such as proposals for the Regulator to have a greater focus on competition, the power to ban products and to name and shame finance firms who issued misleading advertisements.

Significantly, Which? had managed to win compensation for people mis-sold payment protection insurance (PPI). This was a major victory, strongly resisted by the banks, and the Which? online claim tool had already been used by more than 11,000 consumers. The Which? campaign to halt the banking industry's decision to abolish the cheque had been a success and 43,000 people had supported the campaign against unfair and disproportionate credit and debit card charges for online purchases. Which? had made a super complaint to the Office of Fair Trading which was upheld.

Which? had also been gearing up its work on energy and had launched a hard-hitting affordable energy campaign which had started with the 'tackle tariffs' initiative. Ofgem subsequently announced that it was pushing ahead with reform. Which? had persuaded the Prime Minister to hold an energy summit with the major energy suppliers and. while the event had not led to reform of the industry, all companies had promised to freeze prices this winter, to provide targeted help to vulnerable people, and to deliver joined-up communication to all consumers on ways to cut energy bills. Which? had also been campaigning to stop the installation of smart meters turning into an abuse of peoples' trust. Nine energy suppliers had now signed the 'no selling, just installing'

smart meter promise.

Looking ahead, Council had agreed that Which? should become more active in public services with the government trying to promote the notion of choice in the public services. It seemed the right time to step up efforts in this area. As the first step, a guide to universities for new students and their parents was being developed. Also, the results of comparative research into some aspects of primary health care provision would be published in the January issue of Which?. The government's agenda would require consumers to make more complex choices, and therefore there was a role for Which? in helping people navigate their way around these services.

3/54 ASSISTANT CHIEF EXECUTIVE S STATEMENT

Ms Parker said that she had recently heard that the Which? Money helpline team had passed the £1m mark in terms of money that the helpline advisers had helped win back for members as compensation or redress for mis-sold financial products, mistakes or overcharging. The helpline was just one of a number of services launched or extended over the last few years to support members better.

Work had been undertaken to extend the reach of the Which? Legal Service to support more customers and Which? advice on legal rights was now in the hands of 160,000 iPhone and iPad users. Elsewhere, a new telephone option had been introduced for the energy switching service. Which? was also running live question and answer sessions where members could get advice directly from Which? and other experts on popular topics.

On the theme of more tailored offerings, Holiday Which? had been refocused and renamed as Which? Travel together with a new Travel helpdesk email service that offered members 1-to-1 advice.

The most popular new member service was Which? Local, a website that allowed members to recommend local traders and services to each other. There were now more than 100,000 reviews on the site and in the current year, price guides, forums and videos had been added.

These were all examples of how the subscription offer was being strengthened. Subscription numbers at more that 1.3 million were at their highest level for more than 20 years.

Strengthening the core business was one of the five key goals for the organisation. The others were: to achieve positive change for consumers; to be the trusted voice of the consumer; to significantly grow income; and to develop the organisation needed to deliver success.

Ms Parker said that, in order to support the ambitions to do more on behalf of consumers, it was necessary to increase the number and range of revenue streams.

The first significant new initiative was to pilot a new Mortgage Advice Service. This was a fully regulated financial advice service, and so was a significant departure for Which? as it set out to help people find the right mortgage for them. At the heart of the Which? offer was trust, and that would be justified in two ways. The first was a promise to review the whole market to find the best deal for each person, including loans that were only available directly from lenders. Second, Which? advisers were paid a salary - not a commission for sales. The pilot test had been a success with excellent feedback, and it was now being tested to the wider public.

The year had also seen the development of Right Choice, the magazine in India similar to Which?, with a team based in Mumbai. Significant progress had been made with the marketing approach and, while there was still a lot to do in terms of attracting significant numbers of customers, there was an opportunity to generate significant revenue.

An update on this and other activities would be given at the 2012 AGM.

'''4/54 REPORT OF THE COUNCIL OF TRUSTEES AND ACCOUNTS FOR THE YEAR ENDING 30 JUNE 2011'''

The Chairman MOVED:

THAT the Annual Report and Accounts for the year ending 30 June 2011 be received.

Ms Noble asked why the insurance premium for Council members had increased from £1575 to £3075. Mr Cadranel (Group Finance Director) said that during the year there had been a review of insurances across the business which had resulted in a net saving. While there had been no claims made on the Directors and Officers Liability insurance, this element had shown an increase.

Mr Wagner asked about the impairment of fixed assets of £1.7m relating to the Mobile Phone Switching service.

Ms Parker said that the Mobile Switching service had done well in terms of attracting people to the site. The revenue stream was achieved by customers switching mobile phone contracts. However, the number of people completing this transaction had been fewer than anticipated, and so the prudent decision had been taken to write off the cost of the Mobile Switching website in the last financial year. Going forward, the service was under review.

Mr Nairn noted that Which? was a registered charity and asked whether this had any implications for Gift Aid.

Mr Cadranel said that subscriptions to publications were paid to the trading subsidiary, which in turn gift-aided its profits to the charity. However, it was possible for any individual to make a donation to the charity which could then be gift-aided.

Mr Winterfield referred to pension liabilities and asked whether any additional payments were being made over and above the normal contributions.

Mr Cadranel said that a 12-year Recovery Plan had been agreed between the Employer and the Pension Trustees after the 2009 triennial valuation, which required the employer to make regular additional payments to remove the deficit identified at that time.

Mr Hoffman asked whether voting rights exercised by the employer/trustees were made, and if so, whether they were on ethical lines. The Chairman said that the Employer's investments were relatively small and that costs were kept low by using passive investments.

Mr Ghosh asked whether there was a policy within the trading subsidiary of writing off expenses over a number of years and if so, asked if that could be explained. Mr Cadranel said that Which? used standard accounting principles and that in the group consolidated accounts all investments were written off with nothing capitalised. The subsidiary companies were looked at individually in terms of limits.

The Resolution was duly seconded and CARRIED, 2180 votes in favour. 15 against and 34 abstentions.

'''5/54 APPOINTMENT, NOMINATION AND RETIREMENT OF MEMBERS OF THE COUNCIL OF TRUSTEES'''

The Chairman said that there were four vacancies on the Council of Trustees arising from the retirements of Margaret Ginman and Alison Thorne and the resignations of Dan Bogler and Neville Duncan.

The Chairman thanked Tony Burton, Gary Waller and Neville Duncan who had all retired from Council during the year.

Six valid nominations had been received for these vacancies namely Patrick Barwise, Dan Bogler. Peter Cartwright, Tim Roberson, Peter Shears and John Zealley.

In accordance with Article 10.27, the Chairman called for a poll and instructed the Secretary to arrange for the dispatch of ballot papers to all Ordinary Members together with all Associate Members who had been paid-up for one year. Ballot papers to be returned to the Independent Scrutineers, Electoral Reform Services, by Friday 6 January 2012. The results would be notified as soon as possible thereafter and would be deemed to be the resolution of the AGM.* The Chairman said that most members voting in the elections would have the choice of voting by post, telephone or internet.

(* The results of the 2011 Council elections are given below)

6/54 APPOINTMENT OF VICE-PRESIDENT

The Chairman said that Council had recommended that Alma Williams be re-appointed as a vice- president of the Association. Alma had been a Council member from 1965 to 1974 and had been a vice-president since then.

The Chairman MOVED:

THAT in accordance with Article 13.4, Alma Williams be and is hereby re-appointed as a vice-president of the Association.

The Resolution was duly seconded and CARRIED, 2047 votes in favour, 49 against and 133 abstentions.

7/54 RE-APPOINTMENT OF AUDITORS

The Chairman MOVED:

THAT Deloitte LLP be re-appointed as auditors to hold office until the conclusion of the next General Meeting at which accounts are laid before the company.

The Chairman thanked Mark Lee-Amies for his professional advice and help during the year. The Chairman said that for 2011/12, a new Audit Partner would shadow Mr Lee-Amies with a view to taking on that role at the end of the financial year.

The Chairman MOVED:

THAT Deloitte LLP be re-appointed as Auditors, to hold office until the conclusion of the next Annual General Meeting.

The Resolution was duly seconded and CARRIED, 2099 votes in favour, 85 against and 45 abstentions.

8/54 REMUNERATION OF THE AUDITORS

The Chairman MOVED:

THAT the remuneration of the Auditors for the ensuing year be fixed by the Council of Trustees.

Mr Godleman asked why the Council was given the freedom to make the decision on auditor remuneration.

Mr Castro, Chairman of the Group Audit Committee, said that the audit fees were normally set by the non-executives as generally it was inappropriate for the executive to set the audit fee.

The Resolution was duly seconded and CARRIED, 2138 votes in favour. 40 against and 51 abstentions.

There being no other business the meeting ended at 1.00pm

The Chairman said that he would now devote around thirty minutes to questions from the- floor. These questions, together with the responses, are attached to the minutes.

Election of members of the Council 2011

The results of the 2011 elections which closed on Friday 6 January 2012 are as follows:

4 vacancies

'''Questions and answers dealt with following the conclusion of the Annual General Meeting'''

Mr Godleman said that a Parliamentary debate on an EU referendum had been triggered by an electronic petition. As Which? had 1 million subscribers, could the behaviour of the Financial Ombudsman be the subject of a petition and why that organisation could not have enforceable statutory powers.

Mr Lloyd (Director of Consumer Action) said this was a new mechanism and Which? had supported a petition for compulsory financial education in schools. In relation to the Financial Ombudsman service. Which? had engaged with them to improve service on PPI complaints. Which? would look at whatever means were available.

Mr Hoffman suggested that the next AGM include the agenda item 'Matters Arising'. Mr Hoffman also asked what had happened recently on plans to work with schools.

The Secretary said that the Articles specified the business to be considered at the Annual General Meeting. However, this change was something the Council could consider when it reviewed the Notice of Meeting for the 2012 meeting.

Ms Parker said Which? supported the call for financial literacy in schools. However, the focus would be on higher education in the first instance, given the increase in tuition fees and that institutions would be competing in a market so it was important to provide information. While considerable information was available, it was hugely disparate and there was a role for Which? to bring all those resources together.

Mr Levinger said that in his view there was a problem with Which? Local in that members' views were taken as gospel when the standards used by individuals were not up to those held by Which? On travel, for example, judgements had to be made on comments made by users rather than on product testing. This was a worrying trend that was diffusing information.

The Chairman said that Which? Local was a service whereby Which? members provided the information. Transparency was important and care was taken to police the recommendations made. It was not possible for Which? to provide test results at a micro level and if Which? didn't provide the local service, then others would do so. Members liked Which? Local, but they needed to be clear that it was information by members for members.

Mr Kitchen said that when private travel insurance was taken out you don't get the taxes back on cancellation and that this should be investigated.

Mr Kitchen also asked why the Which? Online offering didn't replicate the headlines on the top of the magazines.

Ms Parker said that there was a lack of transparency in terms of surcharges and suggested that the specific point on travel insurance be discussed with Lorna Cowan (Editor of Which? Travel) after the meeting. On the second point, Ms Parker said that some people liked to start from the magazine and then look at the website and that for others, the reverse applied. It was therefore important to have multiple routes into products because people started from different directions.

Mr Anderson asked whether there was a strategy to resolve the problem with the banks, airlines companies and energy companies.

Mr Lloyd said that on energy prices, Which? was tackling the matter in two ways. The first was the complex and misleading tariff structures and price increases that were affecting the vulnerable in particular. Companies were hiding behind international commodity prices although some results had been achieved. Five of the six big suppliers had agreed to end doorstep selling.

while two had agreed not to use the installation of smart meters as a selling point. Others had promised bigger discounts to »he vulnerable and free insulation to some customers. Second, and in the New Year, a report would be published in Which? on the structural issues and the reforms that needed to be made.

On the banking sector. Which? was focusing on the Financial Conduct Authority (the new banking regulator) to ensure it had real powers. Both of these areas were high on the political agenda so progress was a real possibility.

Mr Marsden asked whether the Which? Index would be published. Martyn Hocking (Editor of Which?) said it had been published in January. Mr Reid asked if there could be a stand/display of the India publication 'Right Choice' at the 2012 AGM. The Chairman said this was an excellent idea and that it might also be possible to produce a video.

Mr Wrench said that the price of heating oil had increased by 50% in the last year and that he had written to Which? about this and noted that Which? in turn had put pressure on the Office of Fair Trading.

Mr Lloyd said that an OFT report on this issue was due to be published in the near future.

Mr Fowler asked whether Which? was looking to extend s75 protection for PayPal payments.

James Daley (Editor of Which? Money) said that Which? had taken legal advice on this question and had been advised that where PayPal was connected to another account, then s75 covered this. However, if money was paid directly into PayPal then it was not covered. Which? would continue to press the consumer position.

Mr Wagner said that he had received a printed copy of the Which? Local directory and had been surprised to see a number of national chains included.

The Chairman said that recommending a local branch did not necessarily mean a recommendation for the national chain.

Mr Nairn said that he was concerned about special offers in supermarkets where jar sizes were smaller but the price stayed the same. Special offers encouraged people to buy things that they didn't need and 3 for 2 offers were wasteful.

Liz Edwards (Home Editor) said that shrinking products was a major issue for consumers; several articles had already appeared in Which? and several others were scheduled to appear.

Mr Ellis asked whether the magazine highlighted all the activities that Which? undertook.

Ms Parker said that there was an issue in terms of members awareness of the benefits that were available; ways to promote these, either in the magazine or online, were being explored all the time.

Mr Adriano asked about transparency of pricing. With produce, for example, prices were high at the start of the season but then fell because of increased supply. Furthermore, there was an increasing prevalence for products in markets to be sold at £1 a bowl. These matters should be picked up by Trading Standards as there was no transparency of pricing.

Ms Parker said clear transparent and honest pricing was necessary. These were good points and that she would take them on board.

The Chairman concluded the discussion at this point and thanked members for their attendance.

The meeting ended at 1.30pm.