AGM Minutes 2008

Minutes

'''of the fifty-first Annual General Meeting of CONSUMERS' ASSOCIATION held on Monday 10 November 2008 at the Institute of Physics, 76 Portland Place. London. W1B 1AD'''

starting at 12.00 Noon.

PRESENT: Professor Robert Pickard (Chairman), Mr Peter Vicary-Smith (Chief Executive), and some 140 Ordinary members of the Association.

'''1/51 MINUTES OF THE 50TH ANNUAL GENERAL MEETING OF CONSUMERS' ASSOCIATION HELD ON 20 NOVEMBER 2007'''

The Minutes of the Annual General Meeting held on 20 November 2007 were APPROVED.

'''2/51 MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF CONSUMERS' ASSOCIATION HELD ON 20 NOVEMBER 2007'''

The Minutes of the Extraordinary General Meeting held on 20 November 2007 were APPROVED

3/51 CHAIRMAN'S STATEMENT

The Chairman said that in spite of the uncertain economic conditions, it had been a good year for Which? with significant forays into areas such as targeted newsstand offers, increased research and testing, improved magazine layouts and more innovative ways of reaching out to consumers.

2008 had also been a year of change. Eirlys Roberts, the magazine's first editor, who had transformed the magazine into the trusted and courageous publication that it is today, died in March at the age of 97. There had also been several changes to the Council's membership and Michael Moore, the Chairman of the Which? Limited Board had stepped down after 11 years' dedicated service. His successor, Mike Clasper, had a wealth of business experience having previously been Chief Executive of BAA and most recently was Operating Managing Director at Terra Firma Capital Partners. He is also Chairman of HM Revenue and Customs.

There had also been some radical changes to the Council election process for 2008 and beyond whereby all subscribers paid up for a year were entitled to vote in the annual elections in addition to Ordinary Members. This gave greater voice to the claim to represent members of Consumers' Association.

There had been notable campaign successes during the year. On food, both Warner Brothers and Disney had committed to phasing out the use of their cartoon and film characters on less healthy foods, which sent a strong message to the rest of the industry. There had also been a steady stream of companies adopting the traffic light approach to front-of-pack nutrition labelling.

The impatient for change campaign had achieved a number of successes over the past 12 months including key improvements to the Health and Social Care Bill including a legal requirement for the new regulator to actively engage and consult with consumers.

In personal finance, Which? had been active in the debates around the level and transparency of bank charges and would continue to fight on behalf of consumers to achieve a banking sector that was profitable and was fair to everyone. Some significant work on nanotechnologies had begun, involving the use of materials on a minute scale enabling them to take on new properties. Which? believed that research and regulation were not keeping up with the pace of development and was calling on government to take swifter and more decisive action to ensure the new technologies were positive for consumers.

Finally it was planned to spend more time and resources in researching consumer-related issues in the fields of utilities and the environment. There was serious concern about the level of competition with six large firms dominating the energy industry and Which? shared these concerns.

In conclusion the Chairman said that it was the duty of Which? to ensure that members received the Which? products and services delivered in a way that was wanted and as efficiently as possible.

4/51 CHIEF EXECUTIVE'S STATEMENT

Mr Vicary-Smith said that in 2007 he had spoken about the many new initiatives that had secured the growth of the organisation in terms of both subscriber numbers and its financial situation. Much of this had been due to a re-vamped online offering, new member benefits and improved marketing which ensured that recruitment and retention rates were better than ever.

There had been a third year of growth in subscriber numbers and revenue which at a time of tough trading for print publishers and a tightening economic climate, represented a strong performance. By the summer of 2008, total subscriptions had reached £1.1m while at the same time income had grown by 11%. This was as a result of continuing to offer great value for money with a continually improving product range. Which? Online continued to be a significant success growing by 17%. Which? magazine held roughly level closing the year with 512,000 subscribers while Which? Computing showed strong growth and Holiday and Gardening showed only modest declines. Which? Money had almost doubled its membership to 53,000 making it the UK's best selling personal finance magazine. All told the growth in products had allowed an additional £0.75m to be made available for policy and campaigning work.

The months ahead held some challenges in that the recession would impact consumers in a number of ways. As earnings declined and confidence ebbed, it would be necessary to work even harder and a number of initiatives had been developed to help members and consumers. A brand new online weekly shopping guide would provide members with the latest information on the best shopping deals on the High Street. In addition, Switch with Which? was the only comparison tool to provide consumers with information on all tariffs and suppliers as others only quoted rates from those organisations willing to pay for them.

Work on reforming the financial services sector was critical as Which? was the only consumer organisation that had launched a campaign that was intended to restore much-needed confidence to the UK's financial markets. Uniquely,

Which? had been fighting for the rights of policy holders at Norwich Union and elsewhere in relation to the distribution of inherited estates. Since the year end, a major victory had been scored over the mis-selling of payment protection insurance. Which? research showed that as many as two million PPI policies had been sold to people who could never make a successful claim.

There were a number of successful new initiatives which were designed to drive commercial success. Which? Car had been launched exclusively at Sainsbury's and had sold 40,000 copies which was well above forecast. This guide would be followed by others. Which? Computing had been redesigned with the aim of delivering more advice with wider appeal.

In conclusion, the Chief Executive said Which? had to adapt as the economy continued to change, which presented challenges and opportunities in the months to come. These would be addressed by responding swiftly to customer needs, by being the best at providing critical consumer advice and championing the consumer interest in the corridors of power while continuing to steer Which? towards financial success.

'''5/51 REPORT OF THE COUNCIL OF MANAGEMENT AND ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008'''

The Chairman MOVED: THAT the Annual Report and Accounts for the year ending 30 June 2008 be received.

Mr Reynolds noted that the accounts showed that the pension fund had a surplus at 30 June 2008 of £3.9m on the statutory FRS 17 basis and agreed that it had been right not to include that surplus in the Balance Sheet. Mr Reynolds asked as to the current state of the fund following the recent turmoil in the financial markets and asked that predicted investment returns should be realistic.

The Chief Executive said that the next triennial valuation of the pension scheme would take place at 31 March 2009. The results would be discussed by the Council later in that year and a recovery plan would be agreed with the Pension Scheme Trustees should this be required. Mr Webster (Finance and Operations Director) confirmed that any deficit identified would not be beyond the ability of the employer to fund.

Mrs Noble said that the Annual Accounts were to June 2008 and asked what effect the downturn since that time had on Which?

The Chief Executive said that the slowdown in the economy was having less effect on Which? than on other organisations. This was first, because Which? was well-positioned in that it could help people save money in more straightened times. Second, income mainly from long-term subscriptions was more resilient. There had been no observed increase in cancellations but it was becoming harder to recruit new members and this would need monitoring in the coming months. Action to reduce costs had already been taken which had left the organisation in a good position. The intention was to maintain the projected surplus for the year that in turn would protect policy and campaigning work.

The Chairman said that Which? could not criticise others if we didn't behave properly in relation to pension provision and managing our way through the current climate.

Mr Kitchen asked for a comment on the policy of selling through targeted outlets and whether there was a policy to convert buyers into subscribers.

The Chief Executive said that it was too early to say what the definite impact would be on conversion to subscribers. In the past it had been difficult for consumers to find out what Which? provided without taking out a subscription. Now it was possible to gain an idea of quality of Which? content from the single sales which should help convert some into subscribers.

It was RESOLVED that the Annual Report and Accounts for 2007/08 be received.

'''6/51 APPOINTMENT, NOMINATION AND RETIREMENT OF MEMBERS OF THE COUNCIL OF MANAGEMENT'''

The Chairman said that there were four vacancies on the Council of Management arising from the retirements of Neville Duncan, Margaret Ginman, Steve Woolgar and Jim Woodward-Nutt.

Nine valid nominations had been received for these vacancies, namely Jon Ardron, Ian Armstrong, John Bevan, Dan Bogler, Stuart Lyons, Alison Thorne and Christopher Zealley together with retiring Council members Neville Duncan and Margaret Ginman.

The Chairman paid tribute to Steve Woolgar and Jim Woodward-Nutt, neither of whom was standing for re-election.

In accordance with Article 3.7.6, the Chairman called for a poll and instructed the Secretary to arrange for the despatch of ballot papers during the next two weeks to all Ordinary members together with all Associate members who had been paid up for one year. Ballot papers should be returned to the Independent Scrutineers, Electoral Reform Services, by Friday 9 January 2009. 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 2008 Council elections are given below).

7/51 APPOINTMENT AND RE-APPOINTMENT OF VICE-PRESIDENTS

The Chairman advised the meeting that the five-year terms of office of Ray Goodman, Dorothy Goodman and Sir Philip Goodhart expired at the end of the Annual General Meeting. Council had recommended that each be re-appointed for a further period of five years.

The Chairman on behalf of Council MOVED:

THAT in accordance with Articles 6.6 and 6.7 of the Articles of Association, Ray Goodman be and is hereby re-appointed as a Vice-President.

The Resolution was duly seconded and declared CARRIED.

The Chairman on behalf of Council MOVED:

THAT in accordance with Articles 6.6 and 6.7 of the Articles of Association, Dorothy Goodman be and is hereby re-appointed as a Vice-President.

The Resolution was duly seconded and declared CARRIED

The Chairman on behalf of Council MOVED:

THAT in accordance with Articles 6.6 and 6.7 of the Articles of Association, Sir Phillip Goodhart be and is hereby re-appointed as a Vice-President.

The Resolution was duly seconded and declared CARRIED

The Chairman on behalf of Council MOVED:

THAT in accordance with Articles 6.3 and 6.4 of the Articles of Association, John Rimington be and is hereby appointed as a Vice-President.

The Resolution was duly seconded and declared CARRIED

The Chairman said that Mr Rimington, a new appointee, had been a Council member for 12 years and a deputy chairman for 7 years and had also chaired the Governance Committee.

8/51 RE-APPOINTMENT OF AUDITORS

The Chairman MOVED: THAT Deloitte and Touche 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.

In reply to a question, from Mr Faulkner, Mr Webster said that the current Auditors had been in place for four years. The Audit was due to go out to tender in 2009.

The Resolution was duly seconded and declared CARRIED.

9/51 REMUNERATION OF THE AUDITORS

The Chairman MOVED: THAT the remuneration of the Auditors for the ensuing year be fixed by the Council of Management.

The Resolution was duly seconded and declared CARRIED.

There being no other business the meeting ended at 1.00 pm.

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 the Members of Council 2008

The results of the 2008 elections, which closed on Friday 9 January 2009, are as follows:

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

Mr Paice said that Which? had been very supportive of metrication in the 1970s. However thirty years on we still had both metric and imperial measurements. Did Which? still believe that a single system was fundamental to consumer protection and would CA support an early conclusion.

Helen McCallum (Policy and Communications Director) said this was an issue considered from time to time. However, consumer detriment was not significant and there was little appetite to tackle this at either government or European level. Consequently it was not a matter of high priority for Which?

Mr Shields noted that Consumer Focus, the replacement for the National Consumer Council, Energywatch and Postwatch, couldn't act as an appeals body for someone with a complaint against a power supplier. What is the view of this right to appeal through a third party.

Ms McCallum said that Which? was aware of the issue and felt that it was a loss to consumers. Which? would be looking at its relationship with Consumer Focus which would launch formally in early 2009. It should be possible to give a further update at the 2009 AGM.

The Chief Executive said that in recent years Which? had pulled out of the utilities area. However as a result of complaints about price rises and impenetrable billing information it was now once again an area of high priority.

Mr Conquest congratulated the Which? Online team on the huge improvement in the Which? Online site but asked why a simple update to the software underpinning the Forum software had not been introduced.

In reply Mr Pitman (Head of Online) said that a year had been spent relaunching the website and that this had involved 100 people. It had been necessary to prioritise the work in terms of what consumers wanted and that tended to be research information. The next stage was now being planned. The forum capability was insufficient but there was a need to look at this in a wider sense so members can help other members on the website.

Mr Winterfield said he wanted to be able to download reports to read offline. However, there was a problem in that it was no longer possible to access chunks of the magazine at a time. Instead it was necessary to know the question to ask. Mr Winterfield said he would give some personal time to help straighten out the problem.

In reply Mr Pitman said that Which? did provide downloadable PDF documents but recognized that some customers don't find that intuitive. However, trying to put the entire magazine online did not test well with customers.

The Chairman said that there would be a further examination of the point raised.

Ms McDowall said that call centres were often frustrating organizations to deal with and it could be very difficult to get through to the right person.

The Chief Executive said that some companies now recognized that outsourcing call centres to places such as India was not always the right thing to do. Customers were often directed to use the telephone but quite often there were insufficient people to handle the calls. One course of action was to write and complain but there were no quick answers to the problem.

Mr Snow said there was concern about benefit payments being made through post offices. Did Which? want Post Offices retained by government.

The Chief Executive said that Which? didn't have a formal position on this. There was a network of post offices that consumers supported but the problem was that they didn't work financially. Lobbying the local member of parliament could be effective.

Mr Kitchen said there wasn't a list available at the AGM of the subscriptions that could be taken out. Second, Which? had always had an educational remit and wondered whether this was still the case.

Mr Gardner (Commercial Director) said that at future Annual General Meetings this information would be available at the customer services desk.

Ms McCallum said that at one time Which? had fulfilled a consumer education role which had been prioritized out because it was very resource hungry. Now Which? tended to support other organizations better placed to make an impact. Which? was still looking at ways to reach young consumers and had a Facebook application in place.

Mr Read said that he was very pleased to see the new Car Guide in Sainsbury's but felt that this was a better version than the one sent to Which? subscribers. Furthermore, Mr Read queried why Sainsbury's had sole selling rights.

The Chief Executive said that the news stand had previously not worked for Which? and selling the Car Guide had been an experiment. The free promotional activity and support provided by Sainsbury's had been very important in achieving success.

Helen Parker (Editorial Director) said that essentially, the two versions of Which? Cars were the same. However, the version in Sainsbury's was in a stretched format to make it more visible in the store. Also there was an additional section of facts and figures to make it a bigger publication, but all these data were available to subscribers through the website.

A member asked whether Which? had any plan to increase membership by following up advertising on saving you money.

Mr Gardner said that paid-for guides had been introduced in the last few months. Saving money was something that had been done recently and we ensured that this was emphasized in our customer subscription. Which? had worked very hard to ensure that the content that customers had when they joined Which? was relevant to their needs.

Mr Gardner said that the television advertising had run for 2 years. It had worked very well in the first year but had not been so successful the second time. There were no plans to continue the advertising but he would continue to look for opportunities if the costs could be justified.

Mr Conquest asked whether it was possible to promulgate the written questions and answers from last year. The Chairman said he would consider this.