SHEEP SOCIETY
AGM 2012 Saturday 3rd November 4.00pm (to include Members Social Weekend)
The De Vere Slaley Hall Hotel Hexham, Northumberland, NE47 0BX
www.texel.co.uk
AGM 2011
Contents
Page i
Contents
ii
Programme of events for the AGM & Social weekend 2012
iii
AGM Notice and Agenda
iv
Chairman’s annual report to 31st March 2012
v
Directors attendance record ‐ 1st April 2011 ‐ 31st March 2012
vi
Chief Executives annual report to 31st March 2012
vii ‐ xi
Minutes of the 2011 Annual General Meeting held on Saturday, 29th October 2011
xii ‐ xxviii
Accounts for the period ending 31st March 2012 i) Report of the Trustees ii) Report of the Independent Auditors iii) Statement of financial activities iv) Balance sheet v) Notes to the financial statements
xxxi ‐ xxxii
Proxy voting form
i
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Programme of events Friday 2nd November
3.00pm
8.00pm
Saturday 3rd November
7.30 ‐ 9.30am 9.00am
7.30 ‐ 9.30am
Solway & Tyne Club Challenge commences, (pre‐booked only ‐ you will be advised of your time slot when checking into your room ) Coach trip to the Metro Centre, Newcastle (pre‐booked tickets only ‐ these will be given to you when checking into your room) Light lunch AGM in the Baybridge Room Dinner in the Kielder room Presentation of Society and Solway & Tyne Club awards followed by dancing & entertainment by the popular band CAMUS. Breakfast
11.00am
Room departure
9.30am 1.00pm 4.00pm 8.00pm 9.30pm
Sunday 4th November
Check in commences (any pre‐booked Solway & Tyne activity time slots and/or pre‐booked coach tickets will be distributed with your room keys) ‘Monte Carlo night’ ‐ Dinner in the Kielder room, followed by a night at the Texel Casino (Texel casino cash & gambling chips supplied). Plus the ultimate indoor driving simulator. Breakfast
A full programme is available at www.texel.co.uk All social event times are approximate. Some events may be subject to change.
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AGM Notice Notice is hereby given that the Thirty‐ninth Annual General Meeting of The British Texel Sheep Society Limited will be held at 4.00pm on Saturday November 3rd 2012 at Slaley Hall, Slaley, Hexham, Northumberland, NE47 0BX 1.
To Receive apologies for absence
2.
RESOLUTION: To approve the minutes of the thirty‐eighth Annual General Meeting held at The La Mon Hotel & Country Club, 41 Gransha Road, Castlereagh, Belfast, BT23 5RF at 4.30pm on Saturday 29th October 2011.
3.
To receive the Chairman’s report on the Society for the year ending 31st March 2012
4.
To receive the Chief Executives report on the Society for the year ending 31st March 2012
5.
RESOLUTION: To receive and adopt the statement of accounts and balance sheet for the Society for the year ending 31st March 2012
6.
RESOLUTION: To re‐appoint Dafferns & Co of Leamington Spa as auditors of the Society
7.
Any other business.
By order of the board John Yates Chief Executive & Company Secretary 1st October 2012
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Nick Tavernor ‐ Chairman’s report for the period from 1st April 2011 to 31st March 2012 The finances of the Society continue to be in a very healthy position. Our careful financial management is allowing us to maintain and improve specific areas of our business proactively, some increases of expenditure have been allowed in areas that benefit our members. These include improved and increased advertising and promotions, as well as the redistribution of £9500 of funds through regional promotional grants for our members through regional Clubs to use locally. Another area services are being improved to the membership is through the Society website and BASCO where upgrades are ongoing and improvements are there for all to see. The website has become the first point of call for latest information on the breed, sales and shows, with page views per month now in the tens of thousands. Our Young Members Initiative is another way we are supporting our membership and the wider industry. These new developments include sponsoring young members to attend the Sheep Breeders Round Table and the recently launched Texel Sheep Society Scholarship. The board has also offered further support towards a new initiative aimed at agricultural students, our young farmers and future industry leaders, allowing for the development of the Texel Sheep Society Educational Awards. This initiative is aimed at encouraging students to study the sheep industry with particular reference to the pivotal position Texel sheep play within it, further information will be available later in 2012. The position of Chairman and President of the Society is a great privilege as well as extremely interesting and enjoyable. It would not be possible for me to carry out this role without the support of my wife Sarah, for which I am very grateful. The final point I would like to make is the strong and enviable position the Society is in, this does not happen without care and attention. Credit must be given to many of our Members for their energy and enthusiasm in support of the Breed and Society. A huge amount of thanks must also go to John Yates and all of the staff at Stoneleigh. The board as a whole should also be congratulated in their continued support and professional way that they perform their duties as Trustees and Directors. Thank you all. Nick Tavernor Chairman
iv
List of Directors’ attendance at Board meetings 1st April 2011 ‐ 31st March 2012 DIRECTOR
AREA
BOARD MEETINGS
Bruce Mair
1
2/3
Graeme Knox
1
2/2
Alan Clark
2
3/4
Gordon Gray
3
4/4
Tommy MacTaggart
4
3/4
Steve Richardson
5
3/4
Robert Cartledge
6
3/4
Tim Healy
7
3/4
Aubrey Andrews
8
4/4
Nick Tavernor
9
4/4
Alwyn Phillips
10
4/4
John Davies
11
3/4
Henry Gamble
12
3/4
Roy Hughes
13
3/4
v v
John Yates ‐ Chief Executives report on the period from 1st April 2011 to 31st March 2012 The year under review has provided many challenges, together with many successes. At a glance the vibrancy and enthusiasm for pedigree Texel membership is obvious for the entire industry to see. The show and sale season provided many highlights, with large classes and audiences throughout the major shows, with a successful plethora of sales attending to the commercial demand. The Society maintains a steady turnover of membership, an essential ingredient for the future success our Society. Membership statistics clearly show that 18% of our membership joined in the period 2007 to 2010 and 9% in 2011 alone, and can be classed as new members, 41% joined between 2000 and 2006. 32% of our membership has been part of the Society since before 2000. Interestingly we have 15% female members and 13% junior members. Distribution of membership across the UK details 15% in Northern Ireland, 21% in Wales, 31% in Scotland and 33% in England. The healthy churn continues to provide a new fresh appeal for the Texel Community. With a relatively high number of members new to the Society, it also allows us to challenge tradition, whereby Society governance and vision is constantly tested to ensure that the organisation meets the needs of the membership. Members are provided with excellent support from the office staff. With use of social media and increased investment in our Website we aim to ensure we provide improved services to meet your expectation. The Society website continues to be the first point of call for latest information on Texel, with over 600,000 page views achieved in 2010/11. The continued uptake of BASCO and performance recorded services enhance our breeds appeal and with it helps to maintain our market share. I am extremely pleased the Society Board focuses on developing new initiatives, providing useful knowledge transfer, improved marketing of the breed and investment in breed development. I have no doubt by the time that you read this report that the performance in 2012/13 will again have added another successful year for the Society. With many new services in the pipeline yet to be launched, I am very much looking forward to the next few years. I would like to thank the Office Staff and the Board for their support in helping me carry out my role to the best effect on your behalf. John Yates Chief Executive
vi vi
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4.
To receive the Chief Executives report on the Society for the year ending 31st March 2011 The CE firstly thanked Victor Chestnutt, Karen Beacom and Nigel Hamill for providing a relaxing enjoyable day of activities thus far. He then referred to page VI saying with the support of a forward thinking Board the Society was on track. He advised that objectives for the coming year were similar to 2010 incorporating the society’s compliancy with OSCR regulations He asked for any comments None forthcoming Proposed by Henry Gamble Seconded by Aubrey Andrews, Tommy MacTaggart
5.
Resolution to receive and adopt the Statement of Accounts and Balance Sheet for the Society for the year ending 31st March 2010 The CE referred those present to pages xi to xxvii within the AGM booklet which had been previously circulated. He then gave a page by page detailed explanation of the statement of accounts and balance sheet. He stated he had received no comments prior to the AGM regarding the accounts neither had he received any negative comments from Members concerning the subscription rise applied the previous year. GG thanked the CE and asked for any comments. J Warnock said ‐ 1. Congratulations on a successful set of accounts. 2. Could the CE explain how the subscription fee had gone up but gift aid had remained the same. And finally with the increase in profits and grants being given to Regional Clubs could it be confirmed whether any was directed to young members via the society or the regional clubs. GG thanked him for his comments on the accounts, in response to question 2; two years ago he had hoped to move forward with the youth initiative. Northern Ireland is unique within the regional clubs for attention to younger members. However all clubs had been asked for feedback and not one letter has been received back in reply, if cuts had been made instead of an increase in club grants he was sure the Board would have heard then! However he believed the Scottish Club were in the process of assembling something youth orientated and the Society had sponsored 2 young adults to attend the sheep breeders round table this year, additionally he knows the incoming Chairman, NT, will continue to move forward with the youth initiative. viii
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The CE responded to the final question stating that gift aid was not accrued and is claimed in full for the financial year, with none carried forward. However subscription income was split over two financial years as the subscription year starts in October – September rather than the financial year which is April to March, six months from 2009/10 is carried forward into 2010/11 and so on. Also Gift Aid claims are dependable on the declarations we have from the membership and this varies each year. However for avoidance of any doubt he would obtain clarification from the Society accountants and write to Mr Warnock to explain in full. GG asked for any further comments None forthcoming Proposed by Robert Cartledge Seconded by Steve Richardson 6.
Resolution to re‐appoint Dafferns & Co of Leamington Spa as Auditors of the Society. GG asked for any reasons for not appointing the current auditors of the Society for the coming year. None forthcoming. Proposed by Nick Tavernor Seconded by Aubrey Andrews
7.
SPECIAL RESOLUTION To Receive and, if thought fit, pass the following resolution, which is proposed as a Special Resolution:‐ To amend the Memorandum of Association by the insertion of the following in substitution for and to the exclusion of the existing paragraph 3a:‐ 3a.(i) The advancement of the arts, heritage, culture or science by the encouragement, promotion and improvement of the breeding of Texel Sheep in the United Kingdom of Great Britain and Northern Ireland or elsewhere and by the maintenance of the purity of the breed and with a view thereto if and so far as may be so thought fit, to purchase, import, breed, hire or otherwise acquire and hold, resell, let out on hire or otherwise deal in Texel sheep whether of British or foreign origin; ii) and the advancement of citizenship or community development by supporting and promoting the interests of those who breed Texel sheep; ix
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(iii) and the advancement of education through the development of individual capabilities, skills and understanding by providing training and broader education in relation to the farming of Texel sheep; GG explained it was very important that the Society maintain its charitable status. He thanked the CE for all the work put in to ensure this, stating we were miles ahead of other breed societies. He referred to the resolution printed in full separately and said if all agreed called for a proposer. Proposed by Victor Chestnutt Seconded by Martin Millar 8.
Results of Regional Director Elections The CE informed those present the following results... Area 4 ‐ South West Scotland & North West of England ‐ Tommy MacTaggart ‐ unopposed. Area 13 – South Wales & Borders – Roy Hughes successfully re‐elected Area 1 – owing to Bruce Mair retiring. Graeme Knox was the successful candidate, the CE welcomed him to the Board.
9.
Any other business GG asked for any further comments. Keith Campbell said in his opinion it wasn’t useful to the breed that two of the Society main Shows allowed ewes to be entered that had not reared lambs in the same year of the show. The pressure was on us to keep our house in order. GG replied that both he and the Board agree, RUAS and the RHAS had been contacted requesting amendments to entry conditions, which would be the case for the RHAS 2012 and RUAS had changed it class rule in 2011, so all was very positive. Martin Millar stated that other breed societies can interact with databases, eg; print out etc but this facility was not available on BASCO, he said the Holstein UK system allowed this and we should consider this for BASCO. The CE thanked Martin for his question replying that BASCO has 3 shareholders, Texel, Suffolk and Limousin, they also had Signet, Hampshire Downs and Highland Cattle as clients. The BASCO system has to be future proof, he referred to the web search recently launched in late 2009, and explained the forthcoming improvements and developments including the launch of a replacement to the BASCO member interface which was now seven years old. He explained the new x
x
A
D
enhancements are based on PHP rather than GTX as this was more affordable and would allow easier management. He said that BASCO had not had to ask for more investment from shareholders but was covering development with its own capital and was a very sustainable business model, but it isn’t without challenges. The CE was confident the improvements due early 2012 would be successful, the project was ongoing and currently being tested and hoped more functions would be available in the new PHP enhancement.Stephen Cobbald said that he was a relatively new member of two years and had found it fairly daunting. However the Chairman, Gordon Gray and the Society staff, no matter how busy had always found time to talk and welcome both old and young and he wanted to say a big thank you on behalf of all new members in particular to Gordon. All present applauded. GG said “the pleasure was all mine, no other way”. He added that this was his last AGM in the position of Chairman and what a huge honour it had been, he had thoroughly enjoyed the support of the membership, thank you all very much. Special thanks to the CE for his support over the past 2 years, he had been a tremendous help and thank you also to the office staff. GG declared the meeting closed at 4.38pm
Approved............................................................ Dated..................................................................
oOo
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REGISTERED COMPANY NUMBER: SC055423 (Scotland) REGISTERED CHARITY NUMBER: SC007271
REPORT OF THE TRUSTEES AND FINANCIAL STATEMENTS for the year ended 31 March 2012 FOR THE BRITISH TEXEL SHEEP SOCIETY LIMITED (A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL)
xii
THE BRITISH TEXEL SHEEP SOCIETY LIMITED
)
CONTENTS OF THE FINANCIAL STATEMENTS for the year ended 31 March 2012
Page Report of the Trustees
1 to 5
Report of the Independent Auditors
6 to 7
Statement of Financial Activities
8
Balance Sheet
9 to 10
Notes to the Financial Statements
11 to 15
xiii
1 THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2012 The trustees, who are also directors of the charity for the purposes of the Companies Act 2006, present their report with the financial statements of the charity for the year ended 31 March 2012. The trustees have adopted the provisions of the Statement of Recommended Practice (SORP) Accounting and Reporting by Charities issued in March 2005 REFERENCE AND ADMINISTRATIVE DETAILS Charity name: The British Texel Sheep Society Charity known as:
Texel Sheep Society
Charity registration number:
SC007271
Company registration number:
SC55423 (Scotland)
Registered office:
The Mechanics Workshop New Lanark Lanark South Lanarkshire ML11 9DB
Operational address:
National Agricultural Centre Stoneleigh Park Kenilworth Warwickshire CV8 2LG
Trustees N Tavernor - Chairman H Gamble - Vice Chairman S Richardson - Hon Treasurer A Andrews R Cartledge A Clark J Davies G H Gray T Healy R Hughes G Knox T MacTaggart B Mair A Phillips Company Secretary J A Yates Auditors Dafferns LLP Chartered Accountants Statutory Auditor One Eastwood Harry Weston Road Binley Business Park Coventry CV3 2UB
xiv
- appointed 29.10.11 - resigned 29.10.11
2 THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2012 STRUCTURE, GOVERNANCE AND MANAGEMENT Governing document The Society is a registered Charity No: SC007271. Annual Reports and accounts are submitted to the Office of the Scottish Charity Commissioners following formal approval by the membership at the Annual General Meeting. The Society is a Company limited by guarantee and not having a Share Capital, incorporated on the 10 April 1974. The Society is governed by its Memorandum and Articles of Association (Company No: SC055423), which includes wide investment powers. For the purposes of the Companies Act 2006 members of the Board are treated as directors for which services they receive no remuneration. A full copy of the Society's Memorandum & Articles of Association is available to all members from the Company Secretary at the Society's Administrative Office. Recruitment and appointment of new trustees The Articles of Association allows for the appointment of twenty trustees (Directors), with effect from October 2011, directors are eligible to serve for a period of four years and if successfully re elected to a maximum of 12 consecutive years before having to step down for a minimum of four years prior to further re election. The Board resolved to reduce their number to thirteen, each of which is elected by members on a regional basis. The Trustees also have the power to co-opt further members to the Board to fill specialist roles, always provided that the total Board size does not exceed twenty members. All members within the region of the retiring trustees are circulated with invitations to nominate trustees prior to the AGM. Induction and training of new trustees With effect from January 2007, all new Trustees undergo an orientation and training day to brief them on their legal obligations under charity and company law, the content of the Memorandum & Articles of Association, the committee and decision making process, the business plan and recent financial performance of the charity. Organisational structure The Board of Trustees administers the Charity. The Board meets on a regular basis. Within the Board, trustees are nominated to represent specific areas covering Breed Development, Shows, Sales and Promotions, Finance & Remuneration and Compliance & Governance. A Chief Executive is appointed by the Board of Trustees to manage the day-to-day operations of the charity. To facilitate effective operations and accountability the Chief Executive has delegated authority, within terms of delegation approved by the trustees, for operational and strategic matters including finance and employment. Risk Management The trustees continually examine the major strategic, business and operational risks which the charity faces and confirm that systems have been established to enable regular reports to be produced so that necessary recommendations can be made to lessen these risks. The trustees also consider non-financial risk arising from fire, and the health and safety aspects of the employment of its staff. A key element in the management of financial risk is the setting of a reserves policy. OBJECTIVES AND ACTIVITIES The principal activity of the Society in the year under review was that of encouraging, promoting and improving the breeding of Texel sheep in the United Kingdom of Great Britain and Northern Ireland. The Society assists its members in the maintenance and promotion of the breed and its influence for the advancement of the arts, heritage, culture and science. The Society consistently and regularly reviews and improves where appropriate the level of services offered to its members. Specific advancement has been achieved in respect of promotional activities and with on-line services ensuring effective operation of the Society on behalf of its members
xv
3 THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2012 ACHIEVEMENTS AND PERFORMANCE General position The Society’s financial and promotional initiatives continue to be successful. Investment in promotional activity has been balanced with a careful and prudent approach to managing overhead costs. Targeted expenditure of direct costs for the benefit of the membership has been achieved along with providing for the Society reserves. Incoming resources clearly show a stabilising of subscriptions income at £92,158, with a slight decrease in gift aid due to changes in the governments support mechanism for charities. Membership has increased their contribution with in-house publications, by making use of advertising opportunities, now rising to £26,747. Income from Sales at Auctions has also increased to £97,336. All of which are core income streams, supplying further evidence of the health of the Society. Total Incoming Resources have increased by 2.3% in the year to end £575,578. Resources expended have increased to £482,723, primarily due to an increased effort and commitment to marketing the breed to the wider industry, publications have increased 48.5% to £41,086, with marketing of the Auctions and promotional activity at shows providing an increase of 16% to £58,343. Staff costs have reduced by 5%, and overheads continue to be well managed, allowing for a targeted use of direct costs, providing support for the present increased promotional strategy. Resources expended end 7% up on the year at £482,723, primarily influenced by the increased promotional activities. The Board continues its measured approach to develop its Managed Share Portfolio, with a further investment of £100,000 in a Skandia collective investment account. The Society now has two managed Share Portfolio vehicles providing a suitable balance to the cash reserves held by the Society. Net movement in funds for the year end provides £85,393 contribution to funds. The operation of the Society continues to be reviewed by the Board through its active Committees that always aim to ensure that services to members are effective, whilst managing costs and maintaining an acceptable reserves strategy that will provide for future initiatives during challenging times. Employee involvement The Society has a well-established structure to communicate with employees at every level and to encourage their involvement regarding the company's performance and future development. FINANCIAL REVIEW Reserves policy It is the policy of the Society to maintain unrestricted, undesignated funds, which are free reserves of the Society of approximately twelve months of unrestricted expenditure. This is intended to provide sufficient funds to cover management, administration and promotional costs. Free unrestricted, undesignated reserves at 31 March 2012 stood at £506,315 compared with unrestricted expenditure in the year of £482,723. Principal funding sources Aside from interest received and member subscriptions, the principal funding sources are fees received for the processing of birth notifications, registrations and transfers of Texel sheep, commission generated from sales, income derived from service provision to sale organisers for cataloguing services and advertising revenue Investment policy The Board of Directors considered the most appropriate policy for investing funds during the period to be the use of managed Share Portfolio accounts for long term investment opportunity as well as short term cash held within the Direct Reserve Account. 4 xvi
THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2012 FUTURE DEVELOPMENTS The Society will continue to promote and encourage the breeding of Texel sheep within the UK sheep industry. The breed is now a significant influence to the Red Meat Industry, as well as proving an important role in the advancement of the rural communities, arts, heritage, culture and Science within those communities and the industry as a whole. Links with other industry bodies and parties will be further encouraged to achieve the Society's strategic and business objectives, complementing the membership. The Society will continue to undertake research and disseminate the results to members and the wider industry as appropriate. The Society, through its partnership in BASCO Data Ltd will use the resources available to further enhance, develop and improve the Society online interface to its database. This will further assist the members to conveniently provide accurate information, benefiting the wider community that have come to rely on the public web based system. PUBLIC BENEFIT The trustees consider they have complied with their duty to have due regard to the guidance on public benefit, as published by the Charity Commission, in exercising their powers and duties. STATEMENT OF TRUSTEES RESPONSIBILITIES The trustees (who are also the directors of The British Texel Sheep Society Limited for the purposes of company law) are responsible for preparing the Report of the Trustees and the financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice. Company law requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that period. In preparing those financial statements, the trustees are required to:select suitable accounting policies and then apply them consistently; observe the methods and principals in the Charity SORP; make judgements and estimates that are reasonable and prudent; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business. The trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the charitable company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as the trustees are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the charitable company’s auditors are unaware, and each trustee has taken all the steps that they ought to have taken as a trustee in order to make them aware of any audit information and to establish that the charitable company’s auditors are aware of that information.
xvii
5 THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2012
AUDITORS The auditors, Dafferns LLP, will be proposed for re-appointment at the forthcoming annual general meeting. This report has been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies. ON BEHALF OF THE BOARD:
N Tavernor - Chairman - Trustee 5 July 2012
xviii
6 INDEPENDENT AUDITOR’S REPORT TO THE TRUSTEES OF THE BRITISH TEXEL SHEEP SOCIETY LIMITED We have audited the financial statements of The British Texel Sheep Society Limited for the year ended 31 March 2012 on pages 8 to 15. The financial reporting framework that has been applied in their preparation is applicable law and the Financial Reporting Standard for Smaller Entities (effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities). This report is made exclusively to the charity’s trustees, as a body, in accordance with section 44(1)(c) of the Charities and Trustee Investment (Scotland) Act 2005 and regulation 10 of the Charities Accounts (Scotland) Regulations 2006 (as amended). Our audit work has been undertaken so that we might state to the charitable company’s trustees those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company’s trustees as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of trustees and auditor As explained more fully in the Trustees’ Responsibilities Statement on page 4, the trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. The trustees have elected for the financial statements to be audited in accordance with the Charities and Trustee Investment (Scotland) Act 2005 rather than also with the Companies Act 2006. Accordingly, we have been appointed as auditor under section 44(1)(c) of the Charities and Trustee Investment (Scotland) Act 2005 and report to you in accordance with that Act. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the charitable company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the trustees; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Report of the Trustees to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the financial statements: •
give a true and fair view of the state of the charitable company’s affairs as at 31 March 2012, and of its incoming resources and application of resources, including its income and expenditure, for the year then ended;
•
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (applicable to smaller entities); and
•
have been prepared in accordance with the Companies Act 2006, the Charities and Trustee Investment (Scotland) Act 2005 and regulation 8 of the Charities Accounts (Scotland) Regulations 2006 (as amended).
7
xix
7 INDEPENDENT AUDITOR’S REPORT TO THE TRUSTEES OF THE BRITISH TEXEL SHEEP SOCIETY LIMITED Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Charities Accounts (Scotland) Regulations 2006 (as amended) requires us to report to you if, in our opinion: •
the information given in the Report of the Trustees is inconsistent in any material respect with the financial statements; or
•
the charitable company has not kept proper and adequate accounting records; or
•
the financial statements are not in agreement with the accounting records and returns; or
•
we have not received all the information and explanations we require for our audit.
Dafferns LLP, Chartered Accountants Statutory Auditor, One Eastwood, Harry Weston Road, Binley Business Park, Coventry, CV3 2UB
xx
5 July 2012
8
THE BRITISH TEXEL SHEEP SOCIETY LIMITED STATEMENT OF FINANCIAL ACTIVITIES (INCLUDING INCOME AND EXPENDITURE ACCOUNT) for the year ended 31 March 2012 Note
Unrestricted funds 2012 2011 £
INCOMING RESOURCES Voluntary income Subscriptions Gift aid Activities to generate funds Publications Auctions BASCO data Sundry income Investment income and interest received Charitable activities Registrations Total incoming resources
£
92,158 15,051
93,938 18,178
26,747 97,336 350 4,456 5,176
24,860 92,835 350 4,040 3,534
334,304 575,578
325,014 562,749
41,086 58,343 6,913 21,630 23,435 57,656 33,975
27,655 50,350 4,563 21,000 24,434 50,524 24,379
148,762 6,151 38,815 2,910 7,573 5,678 2,333 13,812
156,013 6,790 32,252 3,065 4,691 1,072 1,993 32,019
4,185 9,466 482,723
5,650 5,422 451,872
92,855
110,877
Gains/losses on investments Realised Unrealised
(5,199) (2,263)
15,395
Net movement in funds
85,393
126,272
Total funds brought forward
670,922
544,650
TOTAL FUNDS CARRIED FORWARD
756,315
670,922
RESOURCES EXPENDED Charitable activities Publications Sales and shows Merchandise BASCO costs Travel Publicity Postage and stationery Support costs
Salaries, social security and pensions
Travel and subsistence Office costs Leasing Legal and professional Other costs Bank charges Depreciation Governance costs Audit and accountancy Meetings Total resources expended
NET INCOMING RESOURSES
1.
The notes on pages 11 to 15 form an integral part of these financial statements
xxi
9 THE BRITISH TEXEL SHEEP SOCIETY LIMITED BALANCE SHEET At 31 March 2012 Note FIXED ASSETS Tangible assets Investments CURRENT ASSETS Stocks Debtors Cash at bank and in hand CREDITORS Amounts falling due within one year
£
5 6
7
8
2012
£
£
54,693 383,843 438,536
2011
£ 60,515 287,927 348,442
3,477 144,093 279,246 426,816
3,413 147,489 266,563 417,465
109,037
94,985
NET CURRENT ASSETS
317,779
322,480
NET ASSETS
756,315
670,922
9 FUNDS Unrestricted funds: General fund Designated fund - BASCO Designated fund - Breed development
506,315 150,000 100,000
520,922 150,000 -
TOTAL FUNDS
756,315
670,922
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10
THE BRITISH TEXEL SHEEP SOCIETY LIMITED BALANCE SHEET - CONTINUED At 31 March 2012 For the year ended 31 March 2012 the company was entitled to exemption from audit under Section 477 of the Companies Act 2006 relating to small companies, but as this company is a charity, it is subject to audit under the Charities and Trustee Investment (Scotland) Act 2005. Directors’ responsibilities: a)
The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476;
b)
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These financial statements have been audited under the requirements of Section 44(1)(c) of the Charities and Trustee Investment (Scotland) Act 2005. These financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small charitable companies and with the Financial Reporting Standard for Smaller Entities (effective April 2008). The financial statements were approved by the Board of Trustees on 5 July 2012 and were signed on its behalf by:
N Tavernor - Chairman - Trustee The notes on pages 11 to 15 form an integral part of these financial statements.
xxiii
11 THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2012 1. ACCOUNTING POLICIES Accounting convention The financial statements have been prepared under the historical cost convention, as modified for the revaluation of certain fixed assets, and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008), the Companies Act 2006 and the requirements of the Statement of Recommended Practice, Accounting and Reporting by Charities. Incoming resources All incoming resources are included in the Statement of Financial Activities when the charity is entitled to the income and the amount can be quantified with reasonable accuracy. Gross income is stated net of value added tax. The subscription year runs to 30 September. Subscription income is accounted for on an accruals basis, with six months income deferred at the accounting year end. Resources expended Expenditure is accounted for on an accruals basis. The Society has taken advantage of the small charity exemption not to apportion costs between activities. Tangible fixed assets Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life: Long leasehold BASCO database Show equipment Office equipment
5% straight line 33% and 10% straight line 33% straight line 33% straight line
Stocks Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Investments Investments are stated in the balance sheet at market value in accordance with the SORP. Movements in market value are shown on the statement of financial activities. Operating leases Rentals paid under operating leases are charged to the Statement of Financial Activities as incurred. Pension costs and other post-retirement benefits The charitable company operates defined contribution pension scheme. Contributions payable to the charitable company’s pension scheme are charged to the Statement of Financial Activities in the period to which they relate. Fund accounting Unrestricted funds can be used in accordance with the charitable objectives at the discretion of the trustees. All the Society’s funds are unrestricted. Further explanation of the nature and purpose of each fund is included in the notes to the financial statements.
xxiv
12
THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2012 2. NET INCOMING RESOURSES
This is stated after charging / (crediting) the following: Depreciation – owned assets Auditors’ remuneration
2012 £
2011 £
13,812 4,185
32,018 5,650
3. TRUSTEE REMUNERATION AND BENEFITS There were no trustees’ remuneration or other benefits for the year ended 31 March 2012, nor for the year ended 31 March 2011. Trustees’ expenses Reimbursed expenses
11,966
7,631
6 1 7
6 1 7
133,863 11,551 3,348 148,762
140,780 12,785 2,448 156,013
1
1
4. STAFF NUMBERS AND COSTS The average weekly number of persons employed by the Society during the year was: Administration Chief executive Staff costs were: Salaries Social security costs Other pension costs Number of employees with emoluments over £60,000: £60,001 - £70,000 5. TANGIBLE FIXED ASSETS BASCO database £
Show equipment
160,393 -
7,200 -
37,777 1,133 -
56,000 6,857 -
261,370 7,990 -
At 31 March 2012
160,393
7,200
38,910
62,857
269,360
DEPRECIATION At 1 April 2011 Charge for year Disposals
110,320 7,637 -
4,320 720 -
31,784 3,354 -
54,431 2,101 -
200,855 13,812 -
At 31 March 2012
117,957
5,040
35,138
56,532
214,667
NET BOOK VALUE At 31 March 2012
42,436
2,160
3,772
6,325
54,693
At 31 March 2011
50,073
2,880
5,993
1,569
60,515 13
COST At 1 April 2011 Additions Disposals
Long leasehold £
Office equipment £
THE BRITISH TEXEL SHEEP SOCIETY LIMITED
Total
£
xxv
NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2012 6. FIXED ASSET INVESTMENTS MARKET VALUE At 1 April.2011 Purchases at cost Sales proceeds Realised (losses) on sales Unrealised (losses) on revaluation At 31 March.2012
Listed investments £ 207,927 196,980 (93,602) (5,199) (2,263)
Unlisted investments £ 80,000 -
Total £ 287,927 196,980 (93,602) (5,199) (2,263)
303,843
80,000
383,843
Listed investments
Cost £
Valuation
At 31 March 2012 At 31 March 2011
290,711 192,532
303,843 207,927
Listed investments comprise the following:
2012 £
2011 £
NFU Mutual balanced portfolio fund Skandia multifunds investments portfolio Farmers first
207,695 95,848 300
207,627 300
303,843
207,927
£
There were no investment assets outside the UK. The company’s investments at the balance sheet date in the share capital of companies include the following: BASCO Data Limited Country of incorporation: England and Wales Nature of business: Development of a livestock systems % Class of shares: holding Ordinary 33 Aggregate capital and reserves Profit / (Loss) for the year
2012 £ 204,341 603
2011 £ 203,738 16,984
The investment in BASCO Data Limited, at a cost of £80,000, and the loan owed by BASCO Data Limited of £70,000 are matched by the designated BASCO fund in reserves CST Recorded Ram Marketing Group Limited Country of incorporation: England and Wales Nature of business: Promoting research work into improving sheep breeding and the marketing of sheep products. % Class of shares: holding Limited by guarantee 30 Details of the reserves and profit of CST Recorded Ram Marketing Limited are not disclosed as It is a company limited by guarantee and as such, the company has no interest in the net assets.
xxvi
14 THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED
e
14 THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2012 Sundry listed investment The company holds a small listed investment of 300 ordinary 50p shares in Farmers First plc. This company is incorporated in the United Kingdom and registered in England and Wales. Its principal activity is to give assistance to UK livestock producers. The market value of these Shares at the year end is not materially different to the cost of £300. 7. DEBTORS 2012 £
2011 £
41,555 2,850 15,051 14,637
40,236 5,206 18,178 13,869
74,093
77,489
Amounts falling due after more than one year: Other debtors – BASCO Data Limited loan
70,000
70,000
Aggregate amounts
144,093
147,489
Amounts falling due within one year: Trade debtors Other debtors Gift aid Prepayments
The loan to BASCO Data Limited of £70,000 is scheduled to be repaid on 31 March 2015. 8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Trade creditors Social security and other taxes Other creditors Deferred income - subscriptions Accruals
9. MOVEMENT IN FUNDS
Unrestricted funds General fund Designated fund - BASCO Designated fund - Breed development TOTAL FUNDS
21,710 9,629 2,105 44,600 30,993
13,224 14,410 2,105 40,362 24,884
109,037
94,985
Net movement in finds £
Transfers £
At 31.3.2012 £
520,922 150,000 -
85,393
(100,000)
-
100,000
506,315 150,000 100,000
670,922
85,393
-
756,315
At 1.4.2011 £
Net movement in funds, included in the above are as follows:
Unrestricted funds General fund TOTAL FUNDS
Incoming resources £
Resources expended £
Gains and losses £
Movement in funds £
575,578
(482,723)
(7,462)
85,393
575,578
(482,723)
(7,462)
85,393 15
THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2012
xxvii
575,578
TOTAL FUNDS
(482,723)
(7,462)
85,393 15
THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2012 10. OPERATING LEASE COMMITMENTS
The following operating lease payments are committed to be paid within one year:
Expiring: Within one year Between one and five years In more than five years
2012 £
2011 £
2,919 4,042
144 3,277 4,042
6,961
7,463
11. PURPOSE OF FUNDS The BASCO fund of £150,000 is an unrestricted designated fund, created by the Trustees, which mirrors the investment in and the loan to BASCO Data Limited, This fund would be used to absorb any write down of the investment or loan, should the need arise. A core role of the Society is the development of the breed. To assist this objective, the Board has provided a designated and unrestricted fund for the purpose of supporting feasible, suitable and acceptable initiatives. 12. RELATED PARTY TRANSACTIONS The Society holds an investment of 33% of the issued ordinary share capital of BASCO Data Limited At 31 March 2012 BASCO Data Limited owed the Society the following: Loan During the year the Society received from BASCO Data Limited: Sale of administration services Interest on loan And the Society paid to BASCO Data Limited: Transaction and Texel specific enhancement charges There were no other material related party transactions during the year.
xxviii
£ 70,000 121 350 23,738
Notes
xxix
Notes
xxx
BRITISH TEXEL SHEEP SOCIETY LIMITED 2012 PROXY VOTING FORM I / We ……………………………………………………………………………………. being member(s) of The British Texel
Sheep
Society
Limited
(with
Flock
Code…………………)
hereby
appoint
……………………………………………………………………. and failing him, the Chairman as my / our proxy to vote for me / us at the Meeting of the Society to be held on Saturday, 3rd November 2012 at, 4.00pm at Slaley Hall Hotel, Slaley, Hexham, Northumberland, NE47 0BX, and at every adjournment thereof such proxy to vote for or against the resolutions set out below as indicated in this form or proxy. RESOLUTION: To Approve Minutes of 38th AGM held on 29/10/2011 at La Mon Hotel. For
……………………..
Against
……………………..
RESOLUTION: To Receive and adopt the statement of accounts & balance sheet for the Society year ending 31/03/12 For
……………………..
Against
……………………..
RESOLUTION: To Re-appoint Dafferns LLP as auditors of the Society & to authorise Texel Board of Directors and to fix their remuneration For
……………………..
Against
……………………..
Signed ………………………………………………………….… Date………………………………………………………………….. Member If a member does not indicate how he wishes his proxy to vote the proxy will be free to vote or abstain as he thinks fit Proxy Voting Form Notes for Guidance – See over.
14xxxi
Proxy Voting Form Notes for Guidance. 1.
No member other than a member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Society in respect of his Membership, shall be entitled to vote on any question either personally or by proxy, or as proxy for another member, at any General Meeting. (Under Article 27).
2.
A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy must be a fully paid up member of the Society. To be effective forms of proxy must be duly completed and returned so as to reach the Society at the National Agricultural Centre, Stoneleigh Park, Kenilworth, Warwickshire CV8 2LG or at the registered office The Mechanics Workshop, New Lanark, Lanark, Scotland, ML11 9DB not less than 48 hours before the time appointed for holding the meeting. (Under Article 28 votes may be given on a poll either personally or by proxy).
TO BE RETURNED TO – THE TEXEL SHEEP SOCIETY NATIONAL AGRICULTURAL CENTRE STONELEIGH PARK KENILWORTH WARWICKSHIRE CV8 2LG NO LATER THAN 48 HOURS PRIOR TO THE ANNUAL GENERAL MEETING
xxxii
15
SHEEP SOCIETY
2013 AGM Saturday 2nd November (to include Members Social Weekend) Held in conjunction with The South Wales Texel Breeders Club Further information available from the Society Website
www.texel.co.uk
The Vale Resort Hensol Park, Hensol Vale of Glamorgan, CF72 8JY
Book early to avoid disappointment!
www.texel.co.uk
British Texel Sheep Society Ltd Company Secretary and Chief Executive: Mr John Yates Registered Office: The Mechanics Workshop, New Lanark, Lanark, ML11 9DB Auditors: Dafferns LLP, Chartered Accountants, Registered Auditors, Warwick House, 32 Clarendon Street, Leamington Spa, CV32 4PG Solicitors: Wright Hassall LLP, Olympus Avenue, Leamington Spa, Warwickshire, CV34 6BF Bankers: RBS, The Royal Bank of Scotland, Coventry Branch, 15 Little Park Street, Coventry, CV1 2RN
National Agricultural Centre Stoneleigh Park, Kenilworth, Warwickshire, CV8 2LG Tel: 02476 696 629 Fax: 02476 696 472 Email: office@texel.co.uk