SHEEP SOCIETY
AGM 2015 to include members social weekend
FRIDAY 13TH - SUNDAY 15TH NOVEMBER The Fairmont St Andrews Hotel, St Andrews, KY16 9PN, Scotland
AGM WEEKEND 2014
Contents Page 2
Programme of events for the AGM & Social weekend
3
AGM Notice and Agenda
4
Chairman’s annual report
5
Chief Executives annual report
6
Directors attendance record - 1st April 2014 - 31st March 2015
7
Minutes of the Annual General Meeting held on Saturday 2nd November 2014
9
Accounts for the period ending 31st March 2015
10
Report of the Trustees
14
Report of the Independent Auditors
16
Statement of financial activities
17
Balance sheet
18
Notes to the financial statements
23
Proxy voting form
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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The British Texel Sheep Society Limited
Social Weekend Programme of events Friday 13th November 3.00pm
Weekend guest check in commences
7.00pm
Chairman’s Welcome followed by Dinner, Presentations and Awards in the ‘Atrium’
10.00pm
Texel Race Night in the ‘Atrium’
Saturday 14th November 7.30am - 10.30am
Breakfast in ‘Squires’
9.30am - 1.00pm
Day at leisure or.... compete in our own Texel ‘Highland Games’
1.00pm - 2.00pm
A light lunch will be served in the ‘Atrium’
3.00pm
Saturday night guests check in commences
4.00pm
AGM in the ‘John Barbour’ auditorium
7.00pm
Dinner in the ‘Robert Burns’ Suite followed by after dinner speaker, Hamish Dykes, and then the Ceilidh commences when Kenny Johnstone gives us all a ‘Big Squeeze’
Sunday 15th November 7.30am - 10.30am
Breakfast in ‘Squires’
Midday
Checkout.
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The British Texel Sheep Society Limited
AGM Notice Notice is hereby given that the forty-second Annual General Meeting of The British Texel Sheep Society Limited will be held at 4.00pm on Saturday November 14th 2015 at Fairmont St Andrews Hotel, St Andrews, Scotland, KY16 9PN
1.
To receive apologies for absence
2.
RESOLUTION: To approve the minutes of the forty-first Annual General Meeting held in the Tilston Suite, Carden Park, Chester, CH3 9DQ
3.
To receive the Chairman’s report
4.
To receive the Chief Executives report
5.
RESOLUTION: To receive and adopt the Statement of Accounts and Balance sheet for the Society for the year ending 31st March 2015
6.
RESOLUTION: To re-appoint Dafferns & Co of Leamington Spa as auditors of the Society
7.
Results of the official Society elections 2015
8.
Any other business, that has previously been discussed with the Chairman.
By order of the board John Yates Chief Executive & Company Secretary 1st October 2015
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The British Texel Sheep Society Limited
Henry Gamble - Chairman''’s report s I come to the end of my two years as Chairman of the Board and President of the Society it gives me great pleasure to see our breed still going from strength to strength across the country. No matter where my travels have taken me in the last two years I have seen exceptional quality Texels and met enthusiastic forward sheep breeders committed to the breed and the future of the industry.
A
This can only be good for Texels and reassures me that the breed is in safe hands. It is also encouraging to see large numbers of young people involved in the breed and that gives me hope for the future. Our young members are keen and driven and that’s a credit to the older generation for giving them the opportunities. Tellingly, many of the leading prices at sales in the last few years have come from newer flocks and that is testament to the accessibility of the breed at all levels. With a little knowledge and a lot of hard work anyone can succeed in our breed. However, the last six months have set some fairly stiff challenges for the sheep industry as a whole and commercial producers are facing some harsh times. On the back of this it has been pleasing to see commercial buyers still eager to buy Texel sires and that is a reflection on the work of the breeders to produce the sheep required. As breeders we can never afford to lose focus of the commercial customer, they are the buyers we must listen to and work with. If we lose that focus we face a difficult future. As the last 40 years have shown, Texel breeders are more than able to adapt to changing markets and the breed’s evolution since its arrival in the UK has always been in response to market conditions. The Society’s investment in the latest genomic technology is another advancement in the evolution of the breed and one which places Texel breeders at the forefront of world sheep breeding.
Armed with the extra knowledge and information coming from this technology I have no doubt we can continue to progress the breed and produce sheep ideally suited to today’s market. As the industry moves forward, access to relevant information will become increasingly important and the Society’s role in providing this information to both breeders and commercial customers will grow and evolve. But of course we as breeders could do none of this without the dedicated team at the Society’s office at Stoneleigh. This year has seen a number of changes in the office team and we are sad to see Angie leave the team. She has given many years service to the Society and I would like to take this opportunity to wish her well in retirement. Likewise we have welcomed new members to the team in the form of Will and Kat, both of whom have already made a significant impression on the membership and the Society. As a Society we are exceptionally lucky to have such a skilled and dedicated team in the office and I thank them all for the work they do on our behalf. I would also like to thank the Society’s board of directors for their support over the last two years, it has been a pleasure working with each and every one of them. Finally I would like to thank all those members I have met over the last two years and who have shown such great hospitality at a wide range of events. It has been an honour to have served the Society as chairman and I look forward to seeing many of you again in the years to come. I can pass over the reins in the full knowledge that the breed has a strong future in the hands of dedicated and forward thinking breeders.
Henry Gamble Chairman
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The British Texel Sheep Society Limited
John Yates - Chief Executive’s report n behalf of the membership, I would like to thank our outgoing Chairman Henry Gamble for his diplomatic and professional approach in carrying out his role. His passion and enthusiasm for the breed is clear and has taken our Society and our breed forward during his 2 year term.
O
It’s a challenge to initiate change, especially in such a successful organisation. The role of Chairman of the leading Sheep Breed Society carries both high esteem, as a figure head, balanced with, a heavy load of responsibility. Henry has seen the importance of reducing costs by improving efficiency of the Society administration. With a clear focus on the need of targeted expenditure, in support of new initiatives, such as the DNA services and research work on genomics of Mastitis. We both recognise that at the heart of the Society is the friendliness of the membership and this in turn attracts new members, and those alike create a magnet for great social events at regional and national level. We continue to invest and influence those events, held throughout the year across the UK. The Board regularly reviews its operation and identifies new initiatives to support the organisation in achieving its charitable objectives. The statement of Accounts of the Society provides assurance to the membership that the Society has strong governance on their behalf. Targeting the message of our breeds’ key traits, those required for successful commercial sheep production. We commission many breeder and commercial features, supporting our breed promotion at the pedigree breeder and commercial producer level, helping to drive the popularity of the breed in the UK and overseas. As a modern Society it is impossible to avoid the topic of technology, whether it is to support administration, communication or for use by members to assist genetic improvement. It provides
both opportunity and challenge to both members and the Society. Much of the work during the year on “DNA services” continues as work in progress. We hope to enhance the Gene-Tex services for 2016 by using the latest genomics chip and open up opportunities for members, providing greater cost benefit and access to routine gene tests. This will also help fuel the genomics programme over the coming years as we collect more information on the DNA of the Texel breed. We will continue to apply pressure on Basco to improve, with our support, our member’s online services. As they are essential, if we are to maintain costs to members, improve convenience and provide future proofing of our breed registration services. We aim to modernise and provide services that add value to members own flocks. Whilst ensuring that we provide public benefit by developing our website to provide more content and information to breeders and the wider public. By providing technical and best practice articles, case studies on commercial production using Texel, we drive knowledge transfer on the Texel breed. We support live streaming of our major sale, and provide extensive photo gallery’s and reports of our shows and sales, which makes the Texel website one of the most visited in the livestock sector. We have an eagerness to develop our Youth Development Programme. With our Youth Committees drive and enthusiasm, we hope new initiatives will be launched over the coming year, to complement the success to date. By supporting our membership and benefiting the youth in our Society, we will continue to grow the popularity of our breed. Yours Sincerely
John Yates Chief Executive
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The British Texel Sheep Society Limited
List of Directors’ attendance at Board meetings - 1st April 2014 - 31st March 2015 Area
1 2 3 4 5 6 7 7 8 8 9 9 10 11 11 12 13
Director
Board Meetings
Graeme Knox
4/4
Andrew Barr
3/4
David McKerrow
4/4
Roy Campbell
3/3
Steve Richardson
4/4
Jeff Aiken
3/3
Peter Sutton - Resigned February 2015
2/3
Sylvia Rawlings - Commencing April 2015
1/1
Aubrey Andrews - Retired November 2014
2/2
Peter Mitchell - Commencing November 2014
2/2
Nick Tavernor - Retired November 2014
2/2
Graham Hill - Commencing November 2014
2/2
Iolo P Jones
3/4
John Davies - Retired November 2014
2/2
Adrian Windsor - Commencing November 2014
2/2
Henry Gamble
4/4
Roy Hughes
3/4
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The British Texel Sheep Society Limited
Minutes of the Texel Sheep Society AGM that took place at 4.00pm on Saturday 8th November 2014 in the Tilston Suite at The Carden Park Hotel, Broxton Road, Nr Chester, CH3 9DQ AT 4.00pm In Attendance Henry Gamble – Chairman & President David McKerrow - Vice Chairman & Vice President John Yates – Chief Executive Gil Burton – Minute taker 66 Members in attendance The Chairman welcomed all and thanked those present for attending and declared the AGM open at 4.03pm
1. To Receive apologies for absence The Chairman advised apologies had been received from the following Members. Peter Sutton - Colwood Geoff Fleck - Ballymarlow Bridget & Jon Booker - Banc Olive Paul Phillips - Kimbolton Mr & Mrs J Perrings - Pergill Emma Pigg - Penbeck Katie Potter - Wythering Nicky Warnock - Tumble Tye David Bradley-Farmer - Meon Down Adrian Liggett - Corbo Kerr Jarvie - Duncryne N & S Tavernor - Salocin
2. RESOLUTION: To approve the minutes of the fortieth Annual General Meeting held at the Cowbridge Room, Vale Resort, Hensol, CF72 8JY The Chairman asked for any comments - none forthcoming Proposed by David McKerrow Seconded by Steve Richardson
3. To receive the Chairman’s report The Chairman referred to page iv of the AGM booklet and quoted from his report. He asked if there were any questions, none forthcoming. Proposed by Jeff Aiken Seconded by Roy Hughes.
4. To receive the Chief Executives report The CE welcomed all to the AGM & 40th Anniversary Social weekend. He gave a Power-point presentation which covered the Shows and Sales, Social events and Membership numbers. The CE informed those present on the progress of the Youth Development Committee which had been formed in December 2013. The CE advised on the continued expansion of Society online services along with discounting of members fees and the increased investment in R&D and promotions. He referred to his report in the AGM booklet 40 years young.....prospects for our future and of the Societies successful application to the InnovateUK Agritech Catalyst early Stage Feasibility Award which would benefit the Societies research into mastitis and the integration of genomic breed values into the breed.
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The British Texel Sheep Society Limited The CE informed those present of the recent appointment of the Society Technical Manager - Will Sawday, who would be focussing on the mastitis/genomics project. The CE asked for any questions. None forthcoming.
5. RESOLUTION: To receive and adopt the statement of accounts and Balance sheet for the Society for the year ending 31st March 2014 The CE gave a full summary of the accounts within the AGM booklet. He asked for any further questions, none forthcoming. Proposed by Aubrey Andrews Seconded by Alan Clark
6. RESOLUTION: To re-appoint Dafferns & Co of Leamington Spa as auditors of the Society The Chairman asked for any questions. None forthcoming. Proposed by Roy Campbell Seconded by Iolo P Jones
7. Results of the official Society elections 2014. The CE announced the results of the Regional Director Elections. Henry Gamble - re-elected unopposed - Area 12 - Northern Ireland Aubrey Andrews - Area 8 - Southern Central England - The CE commented that Aubrey had been absolutely tremendous to work with and he had contributed a significant amount of his time to the support of the Society Sales and Shows during his time on the Board. Peter Mitchell - Avon Vale Texels, was introduced as the new Regional Director for Area 8, Southern Central England. John Davies - Area 11 - South Wales - the CE said John had held rock solid views throughout his term and represented his region and the Society extremely professionally. He had served on many committees and focussed on Finance and Remuneration, he wished John the best. He then introduced Adrian Windsor Fern Texel, Regional Director for area 11 - South Wales. Nick Tavernor - Area 9 - South West of England - the CE said Nick was the longest serving Member of the Board of Directors, he had devoted a massive amount of time and effort over the years and had served on most of the Committees during that time as well as serving as Chairman and President. He wished him every success for the future. He then introduced Graham Hill - Rolle Texels, Regional Director for area 9 - South West England. All present joined the Chairman in a round of applause in appreciation of the efforts & commitment to the Society from the retiring Directors.
8. Any other business. The Chairman asked for any comments. None forthcoming. The CE gave a power point presentation on the EBLEX Breed Census 2012. He also gave a reminder to all to complete their Society flock census to ensure accurate record keeping. The CE thanked the sponsors that had contributed towards the receptions held at the AGM & 40th Celebrations and advised the venue for 2015 would be announced as soon as clarified; it was most likely to be in St Andrews, Fife, Scotland. The CE thanked all for attending. The Chairman asked for any comments. None forthcoming, he wished all an enjoyable evening and declared the meeting closed at 4.51pm.
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FINANCIAL STATE,MENTS
REGISTERED COMPANY NUMBER: SC055423 (Scotland) REGISTERED CHARITY NUMBER: SC007271
REPORT OF THE TRUSTEES AND FINANCIAL STATEMENTS for the year ended 31 March 2015 FOR THE BRITISH TEXEL SHEEP SOCIETY LIMITED (A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL)
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Financial State,ments 1 THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2015 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 2015. 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 B H Gamble - Chairman D J McKerrow – Vice Chairman G Knox – Hon Treasurer J Aiken A P W Andrews A Barr R Campbell J Davies R Hughes G M Hill I P Jones P J Mitchell S Richardson P Sutton N C W Tavernor W A Windsor
- resigned 8.11.14 - resigned 8.11.14 - appointed 8.11.14 - appointed 8.11.14 - resigned 4.2.15 - resigned 8.11.14 - appointed 8.11.14
Company Secretary J A Yates Auditors Dafferns LLP, Chartered Accountants One Eastwood Binley Business Park Coventry CV3 2UB
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Financial State,ments 2 THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2015 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. 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. 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 reelected 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. 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. 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. 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.
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Financial State,ments 3 THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2015 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. ACHIEVEMENTS AND PERFORMANCE The Society continues to build its reputation within Industry and has become a leading and respected organisation within the livestock sector. The Board regularly reviews its operation and identifies new initiatives to support the organisation in achieving its charitable objectives. The expanded breed promotion activity, support of the youth development programme, that includes educational awards for public benefit and the investment in genetic improvement activity has proven successful. Further success with a recent Industry leading award has resulted during the period that will support the research and development of genomic technologies of hard to measure traits in the Texel breed. Financial activity of £16,278 in preparation for this 18 month project that started on 1 March 2015 has been incurred, along with other genetic improvement support costs and are shown in the movement of funds (Note 10 to the financial statements). Incoming resources rose during the period by 1.5% to end £581,519. Membership income continues to rise to end £100,275. Registrations income increased by 7.6%, contributing £320,724. DNA testing was launched in 2013, both as a measure to provide parentage verification and to initiate a longer term genomic plan. This service will be developed further in 2015/16 to provide further value to members and their flocks and support genetic improvement. Income from registrations services has returned to a more normal trend during the period 2014/15 and as projected. Inflation based fee increases have again been avoided during the period and registration service fees will be kept under review. The Society’s 40th Anniversary year was successfully celebrated through increased support of member events at sales and shows and to assist commercial promotion of the breed. These additional costs impacted on sales and shows expenditure rising from £64,316 to £86,878. A specific 40th Anniversary fund was also used and totalled £14,688. Purchase of promotional material which was capitalised added to increased depreciation costs. Postage & stationery and office costs were reduced by £14,915 from £38,575 to £29,073 and £39,270 to £33,857, a collective reduction of overhead of 19%. The Society continues to invest successfully in the use of digital media. It also provides high quality hard copy promotional material for its membership. There will be a further drive to increase Knowledge Transfer to the membership and the public by using the widely popular WWW.TEXEL.CO.UK site, which will continue to require greater investment of Society resources. Travel and meeting costs increased during the period to £18,805 and represented the cost of increased promotion and attendance of events during the 40th Anniversary year, along with support of the committee structure. As such Resources Expended during the period rose by 6%, £34,934. Movements during the year resulted in a Net Incoming Resource of £11,354 a modest figure 1.95% of total income, prior to any contribution of gains from investments. Investments have performed very satisfactorily to provide an additional £30,071 contribution to funds. Total net movement in funds for the period were £41,425. Total funds carried forward total £954,759.
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Financial State,ments 4 THE BRITISH TEXEL SHEEP SOCIETY LIMITED REPORT OF THE TRUSTEES for the year ended 31 March 2015 Reserves policy It is the policy of the Society to maintain unrestricted funds, that are not designated, which are free reserves of the Society of approximately eighteen months of unrestricted expenditure. This is intended to provide sufficient funds to cover management, administration and promotional costs. Free unrestricted reserves at 31 March 2015 stood at £704,759 compared with unrestricted expenditure in the year of £570,165. 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. 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:
B H Gamble - Chairman - Trustee 10 July 2015
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Financial State,ments 5 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 2015 on pages 7 to 13. 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. 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 2015, 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.
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Financial State,ments 6 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 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 Dafferns LLP is 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 12 August 2015
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Financial State,ments 7 THE BRITISH TEXEL SHEEP SOCIETY LIMITED STATEMENT OF FINANCIAL ACTIVITIES (INCLUDING INCOME AND EXPENDITURE ACCOUNT) for the year ended 31 March 2015 Note INCOMING RESOURCES Voluntary income Subscriptions Gift aid Activities to generate funds Publications Auctions BASCO data Testing BASCO software Sundry income Investment income and interest received Charitable activities Registrations DNA profiling Total incoming resources
Unrestricted funds 2015 2014 £ £ 100,275 15,650
99,254 15,624
17,540 95,592 350 5,120 8,582
17,867 95,907 350 7,500 4,191 12,604
320,724 17,686 581,519
298,033 21,578 572,908
29,124 86,878 14,688 1,912 22,279 24,220 64,977 29,073 15,653 13,189
30,276 64,316 2,616 22,279 27,995 69,954 38,575 18,973 -
155,406 5,000 6,598 31,357 2,500 3,071 12,347 3,900 2,650 2,613 19,075
153,517 7,135 39,270 2,919 17,124 1,534 1,809 2,669 15,090
4,850 18,805 570,165
4,700 14,480 535,231
11,354
37,677
Gains on investments
30,071
15,548
Net movement in funds
41,425
53,225
Total funds brought forward
913,334
860,109
TOTAL FUNDS CARRIED FORWARD
954,759
913,334
RESOURCES EXPENDED Charitable activities Publications Sales and shows 40th Anniversary expenses Merchandise BASCO costs Travel Publicity Postage and stationery DNA profiling costs Breed development costs Support costs Salaries, social security and pensions Breed development, salaries, social security and pensions Travel and subsistence Office costs Breed development; office costs Leasing Legal and professional Investment managers costs Other costs Bank charges Depreciation Governance costs Audit and accountancy Meetings Total resources expended NET INCOMING RESOURSES
2.
The notes on pages 9 to 13 form an integral part of these financial statements
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Financial State,ments 8 THE BRITISH TEXEL SHEEP SOCIETY LIMITED BALANCE SHEET At 31 March 2015 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
2015
£
£
36,430 659,232 695,662
2014
£ 42,523 433,986 476,509
7,485 84,869 269,531 361,885
8,713 161,007 403,288 573,008
102,788
136,183
NET CURRENT ASSETS
259,097
436,825
NET ASSETS
954,759
913,334
FUNDS 10 Unrestricted funds: General fund Designated fund - BASCO Designated fund - Breed development
704,759 150,000 100,000
663,334 150,000 100,000
TOTAL FUNDS
954,759
913,334
For the year ending 31 March 2015, 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) b)
The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476 and The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of the accounts.
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 10 July 2015 and were signed on its behalf by
B H Gamble - Chairman - Trustee The notes on pages 9 to 13 form an integral part of these financial statements.
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Financial State,ments 9 THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2015 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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Financial State,ments 10 THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2015 2. NET INCOMING RESOURSES
This is stated after charging / (crediting) the following: Depreciation – owned assets Operating lease costs Auditors’ remuneration
2015 £
2014 £
19,075 6,961 4,850
15,090 6,961 4,700
3. TRUSTEE REMUNERATION AND BENEFITS There were no trustees’ remuneration or other benefits for the year ended 31 March 2015, nor for the year ended 31 March 2014. Trustees’ expenses Reimbursed expenses
11,271
15,618
6 1 7
6 1 7
144,751 12,007 3,648 160,406
137,183 12,686 3,648 153,517
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 -
48,252 7,532
71,545 5,450
287,390 12,982
At 31 March 2015
160,393
7,200
55,784
76,995
300,372
DEPRECIATION At 1 April 2014 Charge for year
133,231 7,637
6,480 720
42,159 5,066
62,997 5,652
244,867 19,075
At 31 March 2015
140,868
7,200
47,225
68,649
263,942
NET BOOK VALUE At 31 March 2015
19,525
-
8,559
8,346
36,430
At 31 March 2014
27,162
720
6,093
8,548
42,523
COST At 1 April 2014 Additions
Long leasehold £
Office equipment £
Total
£
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Financial State,ments 11 THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2015 6. FIXED ASSET INVESTMENTS MARKET VALUE At 1 April.2014 Purchases at cost Sales proceeds Revaluations
Listed investments £ 353,986 199,075 (3,900) 30,071
Unlisted investments £ 80,000 -
Total £ 433,986 199,075 (3,900) 30,071
At 31 March.2015
579,232
80,000
659,232
Listed investments
Cost
Valuation
£
£
At 31 March 2015 At 31 March 2014
495,127 299,952
579,232 353,986
Listed investments comprise the following:
2015 £
2014 £
NFU Mutual balanced portfolio fund Old Mutual Wealth multi-fund investment portfolio Farmers first
332,954 245,978 300
241,637 112,049 300
579,232
353,986
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 Livestock Systems % Class of shares: holding Ordinary 33 Aggregate capital and reserves (Loss) for the year
2015 £ 141,084 (37,664)
2014 £ 178,748 (44,998)
The investment in BASCO Data Limited, at a cost of £80,000, is matched by the designated BASCO fund in reserves 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.
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Financial State,ments 12 THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2015 7. DEBTORS
Amounts falling due within one year: Trade debtors Value added tax Other debtors Other debtors – BASCO Data Limited loan Gift aid Prepayments
2015 £
2014 £
45,672 1,366 4,001 15,656 18,174
38,622 6,496 3,001 70,000 15,606 27,282
84,869
161,007
22,054 5,239 47,275 28,220
67,149 6,863 50 46,150 15,971
102,788
136,183
8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Trade creditors Social security and other taxes Other creditors Deferred income - subscriptions Accruals
9. 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
10. MOVEMENT IN FUNDS
Unrestricted funds General fund Designated fund - BASCO Designated fund - Breed development TOTAL FUNDS
2,919 4,042
2,919 4,042
6,961
6,961
At 1.4.2014 £
Net movement in funds £
Transfers £
At 31.3.2015 £
663,334 150,000 100,000
62,114 (20,689)
(20,689) 20,689
704,759 150,000 100,000
913,334
41,425
-
954,759
Net movement in funds, included in the above are as follows:
Unrestricted funds General fund Designated fund – Breed development TOTAL FUNDS
Incoming resources £
Resources expended £
Gains and losses £
Movement in funds £
581,519 -
(549,476) (20,689)
30,071 -
62,114 (20,689)
581,519
(570,165)
30,071
41,425
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Financial State,ments 13 THE BRITISH TEXEL SHEEP SOCIETY LIMITED NOTES TO THE FINANCIAL STATEMENTS - CONTINUED For the year ended 31 March 2015 11. PURPOSE OF FUNDS The BASCO fund of £150,000 is an unrestricted designated fund, created for the purpose of supporting the initial investment of £80,000 and the provision of a loan of £70,000 for BASCO Data Limited for database development and support of online services. The original loan of £70,000 made in 2007 has been repaid during the year. The Breed Development Fund of £100,000 is an unrestricted designated fund, created for the purpose of supporting genetic improvement of the breed. During the year the Society has spent £16,278 on a project (part granted) into using genomic technologies to reduce mastitis in meat sheep, and £4,411 on other projects. This has been fully reimbursed from general funds. 12. RELATED PARTY TRANSACTIONS The Society holds an investment of 33% of the issued ordinary share capital of BASCO Data Limited £ During the year the Society received from BASCO Data Limited: Sale of recharged costs Interest on loan
1,053 350
And the Society paid to BASCO Data Limited: Transaction and Texel specific enhancement charges
24,871
There were no other material related party transactions during the year.
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The British Texel Sheep Society Limited
2015 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 at 4.00pm on Saturday November 14th 2015 in the ‘John Barbour’ suite at the Fairmont St Andrews Hotel, St Andrews, Fife, KY16 8PN, 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 41st AGM held on 08/11/2014 held at Carden Park Hotel, Chester, CH3 9DQ For …………………….. Against …………………….. RESOLUTION: To Receive and adopt the statement of accounts & balance sheet for the Society year ending 31/03/15 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 Member ………………………………………………………….… Date …………………………………………………………………..
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.
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The British Texel Sheep Society Limited
PROXY VOTING FORM NOTES FOR GUIDANCE. 1.
2.
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). 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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AGM WEEKEND 2016
YORKSHIRE
venue to be confirmed soon
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: Lodders Solicitors, 10 Elm Court, Arden Street, Stratford Upon Avon, CV37 6PA
Bankers: RBS, The Royal Bank of Scotland, Coventry Branch, 15 Little Park Street, Coventry, CV1 2RN
Texel Sheep Society National Agricultural Centre Stoneleigh Park, Kenilworth, Warwickshire, CV8 2LG Tel: 02476 696 629 Fax: 02476 696 472 Email: office@texel.co.uk www.texel.co.uk