SHEEP SOCIETY
AGM 2013 Friday 1st & Saturday 2nd November 2013 (to include Members Social Weekend)
The Vale Resort Hensol Park, Hensol Vale of Glamorgan, CF72 8JY
www.texel.co.uk
pro g
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AGM 2012
CONTENTS Page 1
Contents
2
Programme of events for the AGM & Social weekend 2013
3
AGM Notice and Agenda
4
Chairman’s annual report to 31st March 2013
5
Directors attendance record - 1st April 2012 - 31st March 2013
6
Chief Executives annual report to 31st March 2013
8
Minutes of the 2012 Annual General Meeting held on Saturday, 3rd November 2012
10
Accounts for the period ending 31st March 2013 1) Report of the Trustees 2) Report of the Independent Auditors 3) Statement of financial activities 4) Balance sheet 5) Notes to the financial statements
27
Proxy voting form
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PROGRAMME OF EVENTS
Friday
3.00pm
Check in commences
1st November
6.30pm
South Wales Club hosts pre-dinner drinks with background music supplied by a Welsh Harpist.
8.00pm
Welcome dinner (with Harp music), followed by Twmpath Welsh folk dancing
7.30 - 10.30am
Breakfast - After enjoying a leisurely breakfast the day is yours to do with as you wish. Maybe relax around the hotel pool, spoil yourself to a treatment at the spa, have a round of golf on one of the award winning courses, (pre-book and pay the Hotel directly for spa and golf)
Saturday 2nd November
Alternatively take an optional trip to either: St Fagans Natural History Museum Shopping in Cardiff City Aman & Cwmcerrig Flock visit / Cwmcerrig Farm shop & grill 9.30am departures. (Places very limited - pre-book with the office). 4.00pm
AGM in the Pendoylan suite
6.30pm
Pre-dinner drinks reception co-hosted by the Society and the South Wales Club - accompanied by a Welsh Choir.
7.30pm
Dinner in the Castle Suite followed by the Presentation of Society and South Wales Club awards and the South Wales Club Charity auction on behalf of the Welsh air ambulance.
10.00pm
Dancing to Renowned band “Perfect Day”
Sunday
7.30 - 10.30am
Breakfast
3rd November
11.00am
Checkout (guests welcome to remain and use the Hotel facilities and/or booked Spa & Golf)
A full programme is available at www.texel.co.uk/socialandagm 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 fortieth Annual General Meeting of The British Texel Sheep Society Limited will be held at 4.00pm on Saturday November 2nd 2013 at The Vale Resort, Hensol Park, Hensol , Vale of Glamorgan, CF72 8JY 1.
To receive apologies for absence
2.
RESOLUTION: To approve the minutes of the thirty-ninth Annual General Meeting held at Slaley Hall, Slaley, Hexham, Northumberland, NE47 0BX at 4.00pm on Saturday November 3rd 2012.
3.
To receive the Chairman’s report on the Society for the year ending 31st March 2013
4.
To receive the Chief Executives report on the Society for the year ending 31st March 2013
5.
RESOLUTION: To receive and adopt the statement of accounts and balance sheet for the Society for the year ending 31st March 2013
6.
RESOLUTION: To re-appoint Dafferns & Co of Leamington Spa as auditors of the Society
By order of the Board John Yates Chief Executive & Company Secretary 1st October 2013
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NICK TAVERNOR - CHAIRMAN’S REPORT For the period from 1st April 2012 to 31st March 2013 Sound financial management over recent years has placed the society in a strong fiscal position. This has allowed many policy initiatives to be implemented during my time as chairman all of which have been aimed at benefiting the Texel breed and our membership now and into the future. Firstly this healthy situation has allowed us to freeze members’ costs for the second year in succession. Taking inflation into account means these costs namely birth notification, registration and membership fees are all falling in real terms. The establishing of a youth development programme over the last two years is something I feel a forward looking breed can be justly proud of. This now includes the sponsoring of young members to attend the Sheep Breeders Round Table, The Texel Scholarship Programme, the Educational Awards Initiative and recently financial assistance to young members attending a stock judging event in NI. A French exchange student has also been assisted this year in seeing different facets of the British sheep industry. A young members committee is to be formed this year, it will consist of elected young Texel breeders from across the UK. I hope they will take ownership of the current youth initiatives as well as bringing new ideas forward to the board. The ever increasing uptake of performance recording is still being actively encouraged in many ways not least via the continued financial support for members undertaking CT scanning. The establishment last year of the PRT shield for the highest average priced pens of performance recorded shearling rams at the Builth and Kelso sales also illustrates our commitment to encourage the production of quality commercial rams. This sector of our breed is where its long term future success will depend. Our sound finances have also allowed continued high expenditure on improved advertising and promotions. The Texel Prime Stock publication is one such example of increased spend in this area. The redistribution of sale levies through regional promotional grants back to the clubs also continues. The continued investment in BASCO to facilitate ongoing improvements on this vital interface with our membership is another good example of long term strategic expenditure to benefit our members. The reintroduction of the wool test in order to encourage vendors to present their sheep in accordance with society rules and the introduction of genetic testing for the sires and dams of ET progeny will contribute to taking the Texel breed forward in the right direction. I feel very positive about the enviable financial position our society is now in. To summarise the costs to our members are reducing in real terms, while our profitability remains robust, sound investments are making a significant contribution to this. Concurrently we have been able to increase expenditure in areas that benefit the breed and its membership. Additionally a youth development programme has been established complete with its own committee which I hope will engage and encourage the Texel breeders of the future. I would like to thank many people who have all contributed to this fantastic position. Firstly credit must go to the membership for their continued enthusiasm and energy. John Yates and the rest of the team at Stoneleigh must also be congratulated on the efforts they put in on our behalf. I would also like to thank the board for their continued support and the professional way they operate on behalf of the membership. Finally a special mention to my wife Sarah without whom, I could not have spent as much time away from our farm over the last two years. Best of luck in the future Nick Tavernor Chairman
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List of Directors’ attendance at Board meetings 1st April 2012 - 31st March 2013 DIRECTOR
AREA
BOARD MEETINGS
Graeme Knox
1
5/5
Alan Clark
2
4/5
David McKerrow
3 - (from 3rd November 2012)
1/2
Tommy MacTaggart
4
5/5
Steve Richardson
5
3/5
Robert Cartledge
6
5/5
Peter Sutton
7 - (from 3rd November 2012)
2/3
Aubrey Andrews
8
4/5
Nick Tavernor
9
5/5
Alwyn Phillips
10
5/5
John Davies
11
4/5
Henry Gamble
12
5/5
Roy Hughes
13
5/5
Gordon Gray
3 - (untill 2nd November 2012)
3/3
Tim Healy
7 - (untill 2nd November 2012) BASCO - (from 3rd November 2012)
2/5
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JOHN YATES - Chief Executive’s REPORT For the period from 1st April 2012 to 31st March 2013 We have continued to build on the recent year’s achievements aiming to develop sustainable initiatives, connecting with the membership, contributing to the success of the breed and enhancing the appeal of membership to our Society. Whilst this is never without its challenges, as we look back on another sound financial year, some of those referred to in last year’s annual report remain, however there were also many encouraging successes. All of which required careful financial control enabling the Society to reach out to clubs and members, offering essential support at local regional and national level. The Trustees report (page 14) clearly summaries the main achievements and performance of the year under review. It also sets out how future developments will continue to strengthen and add value to the Society. Sustained cost effective and professional promotions of our breed contribute directly to each and every member’s own flock promotion and this remains a core requirement of the Society. Marketing and publicity expenditure during the year have shown significant increases to support this. However, understanding and listening to each of our customers remains the most important route to keeping our breed commercially popular. Support for younger members through our Youth Development Programme is important as the Society attracts a healthy amount of new members each year. The Board and I are mindful of ensuring a national committee exists and contributes to new services to support younger members. Improved service from Basco, providing members and the administration with greater convenience in collecting data and publishing of the Society Flock book are also essential to our progressive organisation. Whilst this has been slow to change in recent years we have high expectations over the coming years and will be driving Basco forward to deliver to its customer needs. 52% of newly added Texel animals are entered online. This must be significantly increased with improved service provision from Basco, if the Society is to gain best value from their services. The Society engages regularly with the Membership and wider industry on their behalf. Improvements to our communication tools, website, social media and publications are continuous. We have developed DNA technology services, working in partnership with GeneSeek Europe, the leading DNA testing provider (owned by the food and animal safety company, Neogen). Combined with Society policy, this will provide greater authenticity of pedigree information. It is hoped that cost effective DNA tests supporting breeders with improved management information of their flocks and individual animals will be provided in time, leading to genomic information assisting flocks and breed development. Our shows and social programmes continue to prove popular and we will fine tune the various traditional events to cater for your needs. National shows and flag ship sales are enthusiastically attended from the broad membership base, providing an excellent opportunity for newly joined members to mix and share in the Breed Society appeal. I would particularly like to thank the Society Staff, the Board and club volunteers who have assisted me in various events throughout the year. All of which have helped to provide a professional and modern service. We have an extremely solid foundation and I’m confident with the key ingredients of careful financial management, innovation and team spirit that the Society and the breed will continue to go from strength to strength. John Yates Chief Executive
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Minutes of the Texel Sheep Society AGM that took place at 4.00pm on Saturday 3rd November 2012 in the Hunting room, Slaley Hall, Hexham, Northumberland, NE47 0BX In Attendance Mr Nick Tavernor – Chairman & President Henry Gamble – Vice Chairman & Vice President John Yates – Chief Executive Gil Burton – Minute taker + 60 Members in attendance The Chairman thanked all present for attending the 39th Society AGM, and declared the meeting open at 4.05pm. 1.
To receive apologies for absence NT advised apologies were received from the following members. Sue & Aubrey Andrews - MISERDEN - AAS Stephen Cobbald -LAVENHAM - CSV Victor Chestnutt - CLOUGHER - CVC Roy Hughes - TREFONNEN - HRT Tim Healy - WEALDON - HTW Paul Phillips - KIMBOLTON - PPK David Uffold - BRONCROFT - UIB
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 4.00pm on Saturday 29th October 2011 that had been circulated previously. NT asked for any comments None forthcoming Proposed by Alan Clark Seconded by John Davies
3.
To receive the Chairman’s report on the Society for the year ending 31st March 2012 NT referred to page IV of the AGM booklet NT asked for any comments None forthcoming
4.
To receive the Chief Executives report on the Society for the year ending 31st March 2012 The CE firstly welcomed all to the AGM and social event, he added that it was proving to be a terrific weekend and hoped all were enjoying the event. He said it was so nice that the weekend was so successful and was encouraged to see so many young members in attendance. The event had only been possible down to the hard work and planning of the Solway & Tyne Club 30th Anniversary Committee and the Society staff, in particular Gil Burton & Angie Hodgson. The CE referred to page VI of the AGM Booklet stating it had proven to have been a successful year under pinned with good commercial trade. Texels had delivered extremely well at every level. Society services had also mirrored the breed success, with further investment into Breed promotion at both the local and regional level. He added that he had been particularly keen to listen to the Membership and regional Clubs and adapt promotions to benefit members’ flocks. He added that he was motivated by the enthusiasm within the Membership. He encouraged both the Clubs and individual members to listen to their customers, deliver to their needs and the breed is sure to remain popular for decades to come.
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Minutes of the Texel Sheep Society AGM that took place at 4.00pm on Saturday 3rd November 2012 in the Hunting room, Slaley Hall, Hexham, Northumberland, NE47 0BX The CE then referred to the statistics and figures contained within his report on page IV. He advised that 1/3 of the Membership had joined in the last 5 years. Many new friends had been made within the Membership, he himself had sat and looked around at breakfast this morning and seen many new faces and this showed great promise for the Society. The CE explained the importance and influence that improved communication can provide to the Society. Using new technology, social media and investment into the website, was reaping rewards to both Society and membership. He aimed at making the Texel website a one stop shop for all things Texel. He explained that it was a two way process and encouraged Members and clubs to provide information to the society office, he added that “If you want to promote events and shows the Society will want to communicate this to the wider Membership, the more information provided, the more information we can publicise”. He advised how successful the website had become, quoting figures from within his report. He said that the Society used Facebook/twitter to give instant live reports and results from many shows and sales which had proved massively popular. In 2013 he hoped to provide reports directly onto the Texel website also, as the site whilst popular was now 7 years old and required a new platform. He informed that he had hoped to have the new ‘thin client’ (BASCO) up and running earlier in 2012, he had been assured by SAC and BASCO that they would have it available within the next 6 weeks. He thanked all for attending again. NT asked for any comments None forthcoming 5.
Resolution to receive and adopt the Statement of Accounts and Balance Sheet for the Society for the year ending 31st March 2010 He explained in detail the figures held within the Statement of Accounts and Balance sheet published in the AGM booklet. NT asked for any comments None forthcoming Proposed by Steve Richardson Seconded by Robert Cartledge
6.
Resolution to re-appoint Dafferns & Co of Leamington Spa as Auditors of the Society. NT asked for any reasons for not appointing the current auditors of the Society for the coming year. None forthcoming Proposed by Graeme Knox Seconded by Tommy MacTaggart
6a
Regional Director Election Results NT advised the following results for the recent area elections. Area 3 - David McKerrow (elected following Gordon Gray retiring from the Board). Area 5 - Steve Richardson (re-elected - unopposed) Area 7 - Peter Sutton (elected following Tim Healy retiring from the Board) NT welcomed the New Directors and thanked both Tim Healy and Gordon Gray for their commitment as Directors and past Chairman.
7.
Any other business NT asked for any further comments.
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Minutes of the Texel Sheep Society AGM that took place at 4.00pm on Saturday 3rd November 2012 in the Hunting room, Slaley Hall, Hexham, Northumberland, NE47 0BX Keith Campbell said that over the last few years’ suspicion of dressing had increased. During his time as a Board Member the Board had invested a lot of money creating a policy and making a tool available, why was the Society not using it? The Chairman agreed the wool test had not been used recently, however it had been discussed by the Board during the year and in particular on Friday 2nd November, following incidents in 2012 and he could guarantee that random wool sampling would be used in 2013. John McKerrow commented that random testing was of no use as it would not be used on the actual culprits, adding, you have to pick a pen of animals you suspect/know HAVE been dressed not choose randomly. Keith Campbell said he believed the Society was taking the easy option, the policy was in place, they had let it slip, he suggested sampling every pen to give a strong message, sort the issue out now, stating he had spoken to many people on this subject. Others attending the meeting showed there agreement with KC by saying ‘here here’. The Chairman advised that as previously stated this matter had been discussed by the Board and wool sampling would take place in 2013. He accepted that if the sampling was to be a deterrent then it needed to be used. Keith Campbell said the Society should not be afraid of going to court. The Chairman said it was most definitely not afraid of going to court, it was more interested in ensuring dressing was stopped, as that was what the general membership wanted. Jimmy Warnock asked for clarification of Society policy on promotion of the British Texel breed abroad. NT said the Society promote on behalf of the entire Membership at various agricultural events aboard, as will be the case at the forthcoming Eurotier event in Hanover and previously at the Paris SIA event. However, export sales are down to the time and effort of individual flocks. All can benefit from the money invested in promotion of the breed abroad, all are in business to ultimately sell but it is down to the individual to invest their time into making export sales. Steve Martin asked for clarity on entry numbers at National Sales, saying he had been cut back by 70% for the entry to the English National. NT advised that the Board annually review the initial entry numbers for National Sales. They receive recommendations from the Show & Sales Committee who spend a considerable amount of time analysing the figures from the previous years, prior to recommending initial entry numbers. The intention is not to oversupply these sales and ensure clearance rates remain high and protect the sales for the benefit of the Society and its membership, flooding these National sales is not in any ones interest. Jim Black advised that he had been a council member 25 years ago and some of the guys on there were still on it now. Was this a true representative of the Membership? NT advised that he himself had been on the Board of Directors for a long time. We have a democratic system, and policy had been amended to four year terms with a maximum of three terms at a recent AGM. In principle it is easy to say bring in young and new representatives but in practice those elected is from those that are nominated regionally and the Society has little influence on this. He agrees new young area Directors are needed and the Boards Regional Directors would continue to encourage more to get involved. NT asked for any further comments None forthcoming NT thanked all for attending and wished them a continued enjoyable weekend. NT declared the meeting closed at 4.30pm 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 2013 FOR THE BRITISH TEXEL SHEEP SOCIETY LIMITED (A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL)
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED CONTENTS OF THE FINANCIAL STATEMENTS for the year ended 31 March 2013
Page Report of the Trustees
14 to 17
Report of the Independent Auditors
18 to 20
Statement of Financial Activities
21
Balance Sheet
22 to 23
Notes to the Financial Statements
24 to 28
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2013 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 2013. 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 J D J McKerrow A Phillips P Sutton
Company Secretary J A Yates
- resigned 3.11.12
Auditors Dafferns LLP Chartered Accountants Statutory Auditor One Eastwood Harry Weston Road Binley Business Park Coventry CV3 2UB
- appointed 3.11.12 - appointed 3.11.12
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2013 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. For the period November 2012 to October 2013 inclusive Mr T Healy is co-opted to fulfil role of Chairman of BASCO Data Ltd and act as the Texel Society representative and Director to BASCO Data Ltd along with the Society Chief Executive. 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.
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2013 OBJECTIVES AND ACTIVITIES 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. ACHIEVEMENTS AND PERFORMANCE Governing document The Society continues to develop as a leading and respected organisation within the livestock sector. The Board has focused on maintaining fees at acceptable levels below the rate of inflation. Whilst utilising its financial resources to develop new initiatives for the benefit of the public, adding value to the organisation as a whole, to the benefit of the membership. In recent years the careful financial management has allowed for further investment into breed promotion, youth development programme and breed development initiatives. The latter through collaboration with research institutes and through direct assistance to members in the form of subsidies for genetic improvement tools, that would otherwise be unaffordable and remain un exploited for the individual flocks to the detriment of the breed. Incoming resources show a modest increase from £575,578 to £581,608 without significant changes to specific inflow categories. Membership to the Society remains strong with a small increase from £92,158 to £95,000. The Society membership remains at a significant 2000 members, with a healthy churn of new members replacing cancelled subscriptions as aged flock masters leave the Society. Maintaining this level of membership is commendable given the decline in the number of sheep farmers and national flock in recent decades. The Society has a clear and successful strategy of supporting young members and new members into the organisation. Total Incoming Resources have increased by 1% in the year to end £581,608 with fee increases avoided during the period under review. Resources expended have increased from £482,723 to £503,055 as the Society continued a period of increased publicity. Publicity category representing the main change in outflow, increasing from £57,656 to £77,995, a rise of £20,339 (35%) in the period. This increase supporting the effort and commitment to marketing the breed to the wider industry. Support costs largely remained unchanged other than the continued careful control and reduction of office costs (excluding salary, social security and pensions), from £38,815 to £33,879, a saving of £4,936 (12.5%). Legal and professional costs increased, due to a change in staffing policy for support of the Society accounting administration. Professional book keeping outsourced to Dafferns LLP, following the retirement of Gil Coleman, with further support from one full time member of Society staff in house, offering continuity by liaising with membership. The £17,948 legal & professional category includes book keeping support services £15,786 and Legal advice of £1,141, with £1,021 for financial/management advice. As such legal fees have decreased considerably in recent years with the period under review reducing from £4,335 to £1,141. The lowest for over a decade. Depreciation costs have risen slightly from £13,812 to £15,110 following upgrade of office IT hardware and promotional trade stands. Governance cost increased due to more committee meetings. Costs rising from £9,466 to £11,476. The Society investment portfolio has had a healthy performance in the period providing a gain on investment of £25,241. An increase to the fund value rather than a cash contribution. The Finance Committee will continue to monitor the investments and seek suitable professional advice where appropriate to manage the financial risk.
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2013 ACHIEVEMENTS AND PERFORMANCE Net Incoming resources have reduced in comparison from the previous year from £92,855 to £78,553. However with the gain in investments during the period, the net contribution to funds on the balance sheet increased from £85,393 to £103,794. Total funds carried forward total £860,109
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2013 OBJECTIVES AND ACTIVITIES 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. 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 3 July 2013
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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 2013 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 charitable company’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 2013, 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).
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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 Eligible to act as an auditor in terms of Section 1212 of the Companies Act 2006 One Eastwood Harry Weston Road Binley Business Park Coventry CV3 2UB 23 July2013
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED STATEMENT OF FINANCIAL ACTIVITIES (INCLUDING INCOME AND EXPENDITURE ACCOUNT) for the year ended 31 March 2013 Unrestricted funds Note
2013
2012
£
£
Subscriptions
95,000
92,158
Gift aid
15,823
15,051
Publications
22,625
26,747
Auctions
96,594
97,336
INCOMING RESOURCES Voluntary income
Activities to generate funds
BASCO data
350
350
Sundry income
6,445
4,456
Investment income and interest received
7,882
5,176
Registrations
336,889
334,304
Total incoming resources
581,608
575,578
Publications
34,104
41,086
Sales and shows
61,595
58,343
Merchandise
4,708
6,913
BASCO costs
22,279
21,630
Travel
21,463
23,435
Publicity
77,995
57,656
Postage and stationery
33,505
33,975
149,117
148,762
Charitable activities
RESOURCES EXPENDED Charitable activities
Support costs Salaries, social security and pensions Travel and subsistence
6,116
6,151
Office costs
33,879
38,815
Leasing
2,919
2,910
Legal and professional
17,948
7,383
Other costs
4,039
5,678
Bank charges
2,302
2,333
Depreciation
15,110
13,812
Governance costs Audit and accountancy
4,500
4,375
Meetings
11,476
9,466
503,055
482,723
Total resources expended NET INCOMING RESOURSES
1.
78,553
92,855
Gains/losses on investments
25,241
(7,462)
Net movement in funds
103,794
85,393
Total funds brought forward
756,315
670,922
TOTAL FUNDS CARRIED FORWARD
860,109
756,315
The notes on pages 11 to 15 form an integral part of these financial statements
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED BALANCE SHEET At 31 March 2013 Note
2013 £
2012 £
£
£
FIXED ASSETS Tangible assets
5
44,073
54,693
Investments
6
414,107
383,843
458,180
438,536
CURRENT ASSETS Stocks Debtors
7
Cash at bank and in hand
5,407
3,477
148,716
144,093
353,338
279,246
507,461
426,816
105,532
109,037
CREDITORS Amounts falling due within one year
8
NET CURRENT ASSETS
401,929
317,779
NET ASSETS
860,109
756,315
General fund
610,109
506,315
Designated fund - BASCO
150,000
150,000
Designated fund - Breed development
100,000
100,000
TOTAL FUNDS
860,109
756,315
FUNDS
9
Unrestricted funds:
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED BALANCE SHEET - CONTINUED At 31 March 2013 The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2013. The members have not deposited notice, pursuant to Section 476 of the Companies Act 2006 requiring an audit of these financial statements. The trustees acknowledge their responsibilities for: a)
ensuring that the charitable company keeps accounting records that comply with Sections 386 and 387 of the Companies Act 2006 and;
b)
preparing financial statements which give a true and fair view of the state of affairs of the charitable company as at the end of each financial year and of its surplus or deficit for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the charitable company.
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 3 July 2013 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.
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2013 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.
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2013 2. NET INCOMING RESOURSES 2013
2012
£
£
Depreciation – owned assets
15,110
13,812
Operating lease costs
6,961
6,961
Auditors’ remuneration
4,500
4,375
This is stated after charging / (crediting) the following:
3. TRUSTEE REMUNERATION AND BENEFITS There were no trustees’ remuneration or other benefits for the year ended 31 March 2013, nor for the year ended 31 March 2012. Trustees’ expenses 12,726
11,966
Administration
6
6
Chief executive
1
1
7
7
Salaries
133,447
133,863
Social security costs
12,022
11,551
Other pension costs
3,648
3,348
149,117
148,762
1
1
Reimbursed expenses 4. STAFF NUMBERS AND COSTS The average weekly number of persons employed by the Society during the year was:
Staff costs were:
Number of employees with emoluments over £60,000: £60,001 - £70,000 5. TANGIBLE FIXED ASSETS Long Leasehold
BASCO Database
Show Equipment
Office Equipment
Total
£
£
£
£
£
COST At 1 April 2012
160,393
7,200
38,910
62,857
269,360
-
-
1,984
2,506
4,490
160,393
7,200
40,894
65,363
273,850
At 1 April 2012
117,957
5,040
35,138
56,532
214,667
Charge for year
7,637
720
3,724
3,029
15,110
At 31 March 2013
125,594
5,760
38,862
59,561
229,777
At 31 March 2013
34,799
1,440
2,032
5,802
44,073
At 31 March 2013
42,436
2,160
3,772
6,325
54,693
Additions At 31 March 2013 DEPRECIATION
NET BOOK VALUE
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2013 6. FIXED ASSET INVESTMENTS Listed Investments
Unlisted Investments
Total
£
£
£
MARKET VALUE At 1 April.2012
303,843
80,000
Purchases at cost
46,945
-
46,945
Sales proceeds
(41,922)
-
(41,922)
Revaluations
25,241
-
25,241
At 31 March.2013
334,107
80,000
414,107
Listed Investments
383,843
Cost
Valuation
£
£
At 31 March 2013
295,621
334,107
At 31 March 2013
290,711
303,843
Listed investments comprise the following:
2013
2012
£
£
NFU Mutual balanced portfolio fund
230,094
207,695
Skandia multifunds investments portfolio
103,713
95,848
300
300
334,107
303,843
Farmers first
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 2013
2012
£
£
Aggregate capital and reserves
223,745
204,341
Profit / (Loss) for the year
19,404
603
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: Limited by guarantee
holding 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.
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2013 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 2013
2012
£
£
Trade debtors
46,554
41,555
Other debtors
2,850
2,850
Gift aid
15,824
15,051
Prepayments
13,488
14,637
78,716
74,093
Other debtors – BASCO Data Limited loan
70,000
70,000
Aggregate amounts
148,716
144,093
Trade creditors
18,498
21,710
Social security and other taxes
8,740
9,629
Other creditors
2,155
2,105
Deferred income - subscriptions
45,000
44,600
Accruals
31,139
30,993
105,532
109,037
Amounts falling due within one year:
Amounts falling due after more than one year:
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
9. MOVEMENT IN FUNDS At 1.4.2012
Net movement in finds
Transfers
At 31.3.2013
£
£
£
£
Unrestricted funds General fund
506,315
103,794
-
610,109
Designated fund - BASCO
150,000
-
-
150,000
Designated fund - Breed development
100,000
-
-
100,000
TOTAL FUNDS
756,315
103,794
-
860,109
Net movement in funds, included in the above are as follows: Incoming Resources
Resources Expended
Gains and Losses
Movement in Funds
£
£
£
£
Unrestricted funds General fund
581,608
(503,055)
25,241
103,794
TOTAL FUNDS
581,608
(503,055)
25,241
103,794
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2013 10. OPERATING LEASE COMMITMENTS The following operating lease payments are committed to be paid within one year: 2013
2012
£
£
Expiring: -
-
Between one and five years
Within one year
2,919
2,919
In more than five years
4,042
4,042
6,961
6,961
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 2013 BASCO Data Limited owed the Society the following: £ Loan Trade debtor
70,000 586
During the year the Society received from BASCO Data Limited: Sale of administration services Interest on loan
1,239 350
And the Society paid to BASCO Data Limited: Transaction and Texel specific enhancement charges
23,171
There were no other material related party transactions during the year.
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED 2013 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, 2nd November 2013 at, 4.00pm at The Vale Resort, Hensol Park, Hensol, Vale of Glamorgan, CF72 8JY 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 39th AGM held on 03-11-2012 at Slaley Hall.
For ………………………………………
Against ………………………………………
RESOLUTION: To Receive and adopt the statement of accounts & balance sheet for the Society year ending 31/03/13
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.
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THE BRITISH TEXEL SHEEP SOCIETY LIMITED PROXY VOTING FORM NOTE OF 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
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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