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Resolutions 2015

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As sent to the Consumers' Association Council 29.6.2015 for consideration for adoption as Council resolutions. Please feel free to comment.

Thank you for considering these resolutions which have garnered support from fellow members with whom I am in contact.

Council might want to consider whether they are working within Article 4.2.2: “ 4.2.2 to take and accept any gift of money, property or other assets whether subject to any special trust or not, to issue appeals, hold public meetings and to take such other steps as may be required for the purpose of procuring contributions to the funds of the Association in the shape of donations, subscriptions or otherwise, provided that the Association shall not undertake any permanent trading activities in order to raise funds;”

For all I know there is legal opinion covering these points – if so perhaps for clarity it should be more widely known, given CA's current course of commercialism as reported in the Press: I noted that our Mortgage Service as a promotion offered free lifetime mortgage service which seemed a bold offer at any time, notwithstanding the above clause regarding permanency of trading activities. Just to make it clear, I do not believe opening another limited company is a way of escaping what the Articles require of Trustees.

Resolutions supported by Members

I straight list them here followed by supporting detail and reasons. I am happy to discuss any of these with any Trustee.:

1. The consent of members to be obtained at each AGM for any salaries to be paid to any staff of the Consumers' Association group exceeding eight times the average earnings last advised by the Office of National Statistics.

2. No bonuses/or benefits of more than 10% of salary to be paid to any staff of the Consumers Association group without agreement of the shareholders at an AGM unless the value is less than £10,000.

3. The membership of Council be increased to eighteen and the minimum number of elected to twelve.

4. That an Advisory Council of lay members and experts be established to monitor and advise on testing and survey protocols. This body to report to Council and to Ordinary Members at least annually.

5. Voting for Council candidates to be by shareholder members of the company.

6. 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. Wholesale adoption of the NT Articles on this matter would be the best answer and they are included at the end of this letter.

7. The number of Ordinary Members required to propose a Resolution be fifty Members and this be at no cost provided the Resolutions are to be voted on at the AGM.

8. In the event of an elected Trustee resigning, becoming ineligible, or otherwise vacating the position the remaining term to be filled by inviting, in order of highest vote, unsuccessful candidates in the immediately preceding election still willing and able to be a Trustee.

9. Trustees, co-opted Directors and executive level staff with Consumers' Association companies to reveal in the Annual Accounts all holdings in and associations with companies that trade or traded with the Consumers's Association group. This requirement excludes utilities.

Reasons

1. The consent of members to …

''Whether viewed as a charity or a non-profit Which? top salaries exceed all other general charities regardless of how much bigger than Which? they may be. A six times average earnings equates 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. The ONS report of its survey results in 2012 show that since April 2000, average annual pay for full-time workers has risen by 40%, from £18,848 to £26,500 in 2012. I have suggested an eight times multiple. ''

''The establishing of this principle would be gratifying to members and be an outstanding marker for Which? and enable Which? to set a positive example that reflects consumer / public opinion.''

2. No bonuses/or benefits ...

''The LTIP was an example of something that would never ever have passed the membership. They need to feel some control. The payment of bonuses should been seen to have a framework.''

3. Increase in number of elected.

''An alternative proposition to reduce the number of co-opted trustees by three and increase the elected was not popular. The Articles do specify that for committees the number of co-opted cannot be more than a third and this has not been true of several committees over the past few years. Example being the Remuneration Committee “11.53 A committee can co-opt anyone (including members of the staff and people who are not Ordinary Members) to serve on the committee but at any one time not more than one third of the committee shall consist of co-opted members. The Council or the committee can remove a co-opted member of the committee from it at any time.”''

4. That an Advisory Council of lay members and experts be established to monitor and advise on testing and survey protocols. This body to report to Council and to Ordinary Members at least annually.

''CA have some serious reputational problems looming on the restricted information we provide such as on washing machine, the absence of a system to re-assess Best Buy appliances that are failing in the field etc. Surveys do not seem to always ask the pertinent questions. As Which? seems happy to ignore the many adverse comments [not just mine] on their own fora it seems there needs to be a body to discuss these matters with Which? in detail.''

5. Voting for candidates to be by shareholder members of the company.

''Following a decision pre-2004 it was decided that all subscribers, be it for any product, could vote for Trustees. However as subscribers 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. Incidentally as opposed to mailing 800,000 people to vote there would only be 7,500, with concomitant cost savings. The highest number of people voting was 38,000 in 2012.Given voting figures are in the region of 0.5% of total subscribers and CA membership voting seems to be around 30% it is not a great example democratic interest. The shareholder membership needs revitalisings an examination of the 2014 Shareholder Register revealed that 87% of the current membership joined pre-1994. Only about 300 members net have joined in the last 10 years according to the 2014 Shareholder Register CA needs to get more people as shareholders who will take an active interest and it could if it by offering a £5 discount, and/or writing to subscribers after 2 years inviting them to join. The envisaged extra cost for everyone voting was £100,000 in 2007, however this seems very light given the figure quoted to me for a resolution was around £1 per member of the CA. [7500 member and costs £7000-8000]''

6. 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. &

7. The number of Ordinary Members required to propose a Resolution be fifty Members and this be at no cost provided the Resolutions are to be voted on at an AGM. There is a subtle distinction between the two and these ideas receive very high support, particularly as other major charities such as the National Trust has this sort of method. I think we would be amenable to these being worked on and possibly adopting existing wording from the NT which I include below

8. In the event of an elected Trustee resigning

''Pretty self explanatory and removes any doubt as to why someone was appointed or not appointed to a vacancy. The person taking up the position will have knowledge they have been supported by members. It will remove any possibility of Council being seen to select only those of which approve.''

9. Trustees, executive level staff and all co-opted Directors with CA companies to reveal in the Annual Accounts all holdings in and associations with companies that trade or traded with the Consumers's Association group. This requirement excludes utilities.

''This should be a boon to auditors as Directors etc can be provided with a list of firms derived from creditor/ debtor list to check against. Any inadvertent forgetting would be avoided.''

National Trust

35. Members' resolutions (1) Subject to paragraph (3) be low a notice of a members' resolution to be considered at an annual general meeting shall not be valid unless it: (a) sets out the resolution; (b) is sent to the Secretary so as to be received by him or her not later than the close of business on 1st June (or, if 1st June is not a working day, the first working day after 1st June) in the year of the annual general meeting; and (c) is signed by not less than fifty members who have been members of the Charity since no later than 1st January in the year before the year in which the resolution is submitted of whom five have signed as "proposers" and the others have signed as "supporters". (2) For the purposes of paragraph (1)(b) above "working day" means any day other than Saturday, Sunday, or any public holiday. (3) If on or before 30th June in the year of the annual general meeting the Board of Trustees and all the proposers agree a modification to the resolution the resolution as so modified shall be treated as a resolution of which valid notice has been given. (4) No members' resolution shall be considered by an annual general meeting unless: (a) valid notice has been given; and (b) at the meeting the resolution is formally proposed by one of the proposers and seconded by another proposer. (5) Except as mentioned in paragraph (4) above a members' resolution shall not be withdrawn or treated as abandoned unless all the proposers agree in writing. (6) The Board of Trustees may refuse to accept a members' resolution if: (a) in the opinion of the Board of Trustees the resolution contains material (i) which is, or might be, defamatory; or (ii) which it would, or might, be otherwise unlawful to publish; (b) in the opinion of the Board of Trustees the resolution or the matter to which it relates has been the subject of a resolution proposed at any general meeting held during the three years preceding the submission of the resolution; (c) in the opinion of the Board of Trustees the subject matter of the resolution is substantially the same as the subject matter of another resolution proposed for the same general meeting and previously received by the Secretary; or (d) in the opinion of at least three-quarters of the member s of the Board of Trustees the subject matter of the resolution is not relevant to any material extent to the statutory purposes of the Charity. (7) The members proposing a members' resolution may submit with the notice of the resolution a supporting statement. (8) Subject to paragraph (9) below the Board of Trustees shall send a copy of any statement submitted under paragraph (7) above to every member of the Charity together with the notice of the annual general meeting at which the resolution is to be proposed. (9) The Board of Trustees shall not be required to send any statement submitted under paragraph (7) above if: (a) it is longer than 500 words; or (b) in the opinion of the Board of Trustees it contains material (i) which is, or might be, defamatory; or (ii) which it would, or might, be otherwise unlawful to publish. (10) The Board of Trustees may itself send a statement commenting on the resolution to every member of the Charity together with the notice of the meeting at which the resolution is to be proposed and may include in such a statement a recommendation to the members as to the manner in which they should cast their votes. PJDT 29/6/2015