Texel Sheep Society AGM Booklet 2021 by Texel Sheep Society Ltd

AGM 2021

Wednesday 17th November 2021

17.30 at Woodland Grange Business & Conference Centre, Old Milverton Lane, Royal Leamington Spa, CV32 6RN Further information available at Texel.uk

Contents Contents Page 4

AGM Notice and Agenda

Directors’ attendance record - 1st April 2020 - 31st March 2021

Minutes of the 2020 Annual General Meeting held 26th May 2021

Accounts for the period ending 31st March 2021

Report of the Trustees

Report of the Independent Auditors

Statement of financial activities

Balance sheet

Statement of cash flows

Notes to the financial statements

Proxy voting form

Proxy voting form guidance notes

Notice of the Annual General Meeting Notice is hereby given that the 2021 Annual General Meeting of the British Texel Sheep Society Limited will be held at Woodland Grange, Old Milverton Lane, Royal Leamington Spa CV32 6RN, on Wednesday 17th November 2021 at 17.30 for the following purposes. 1. 2. 3. 4. 5.

7. 8.

To Receive apologies for absence RESOLUTION: Approval of the minutes and matters arising from the 2020 AGM which took place on 26th May 2021 at Woodland Grange, Leamington Spa. To receive the Chairman’s report To receive the Chief Executives report RESOLUTION: To receive, consider and adopt the income and expenditure account for the year ended 31 March 2021 and the balance sheet as at that date and to receive, consider and adopt the reports of the Board of Directors and the Auditors for the year ended 31 March 2021. RESOLUTION: To confirm the appointment of Daffern’s LLP as the Auditors for the Society and to authorise the Board of Directors to fix their remuneration. Announcement of Board of Directors election results Area 2 - West of Scotland – Robert Laird – Cambwell - unopposed Area 6 - Northern Midlands and the Isle of Man – Jeff Aiken – Procters – Tatham Hall unopposed Area 9 – South West of England - Angus Howie – Millhouse – unopposed Area 10 – North Wales - Dafydd Jones – Kitrob – unopposed Any other business that has been approved by the Chairman for discussion.

By order of the board John Yates MBA Chief Executive & Company Secretary – 18th August 2021 The Mechanics Workshop, New Lanark, Lanark, ML11 9DB

DIRECTOR

List of Directors’ attendance at Board meetings - 1st April 2020 - 31st March 2021 AREA BOARD MEETINGS

Graeme Knox

5 of 5

Andrew Barr

5 of 5

David McKerrow

4 of 5

Roy Campbell

5 of 5

Steve Richardson

5 of 5

Jeff Aiken

5 of 5

Steve Martin

5 of 5

Peter Mitchell

5 of 5

Graham Hill

5 of 5

Dafydd Jones

4 of 5

Alastair Gault

4 of 5

Steve Smith

4 of 5

Tomos Evans – resigned 01/05/2020

0 of 1

Meeting dates. Board 2020 - April 1st - May 18th – August 12th - November 11th - 2021 - January 28th

In Attendance Roy Campbell - Chairman & President John Yates – Chief Executive Gil Burton – Minute taker Members in attendance... Name Jeff Aiken Andy Barr Steve Martin Dafydd Jones Peter Mitchell Bridget Booker Sam Beachell Steve Richardson Paul Phillips

Flock Procters – Tatham Hill Parkhouse Broomhall Kitrob Avon Vale Towy Texel’s Samsar Stonebridge Kimbolton

Chairman, Roy Campbell, welcomed all to the AGM and thanked those present for attending, he declared the AGM open at 17.45. 1. To Receive apologies for absence The Chairman advised apologies had been received from the following Members... Name David Uffold David McKerrow Steve Smith Alastair Gault Graeme Knox Graham Hill

Flock Broncroft Nochnary Penparc Forkins Haddo Rolle

The Chairman asked for any further apologies. Non forthcoming. 2/3/4 RESOLUTION: to approve the minutes and Matters arising of the Annual General Meeting held on 8th November 2019 at the Dunadry Hotel, Co Antrim. The Chairman asked for any comments, non forthcoming. Proposed by Peter Mitchell Seconded by Jeff Aiken

5. To receive the Chairman’s report The Chairman, Roy Campbell, said it had been a time of change for the Society with the development of iTexel, an update of the office computer and telephone systems and introduction of GoCardless Direct Debit facility. All of which had led to more efficiencies whilst also providing flexibility for office staff during Covid19 restrictions with great success. He was sure members would have been unaware of whether staff were in the office or supporting members from home when communicating via phone or email. He thanked the CEO, GB, ES and AR for their hard work, flexibility, and support during this challenging and worrying period. He also thanked the Board for their support during this time. The Chairman said although there had been some uncertainty regarding the delivery of 2020 sales, all had been extremely successful. The live streaming of the sale of the 350,000gn record breaker at the Scottish National in Lanark had been tremendous, followed shortly after by the record sale of 50,000gn for Edward Pugh’s Glanllyn gimmer at the Solway & Tyne club sale and another record broken for an in-lamb female of 46,000gns at the Select Seven sale, he offered his congratulations to all involved. The Chairman offered additional thanks to the Board for their support adapting to meeting remotely using ‘MS Teams’, although some had encountered technical issues initially, all had adapted well to the new way of meeting. He thanked Andy Barr for his work as Honorary Treasurer, he advised that the development and improvements to iTexel had needed careful financial management due to the commitment involved, Andy had been supportive throughout. He thanked Steve Richardson for his continued support and time, despite retiring from the Board in November 2020 he had in fact attended more meetings since then than in the previous year, as his term was extended until his replacement could officially be adopted onto the Board at this AGM, it was much appreciated. The Chairman finished by saying we have invested to support members and he was sure the Society was in a better position, following that investment. The Chairman asked for any comments. None forthcoming. 6. To receive the Chief Executives report The CEO commented that it is a strange AGM, as they were aware it should have taken place November 2020, nevertheless it is great to be able to attend a meeting outside of MS teams. He added that the Society had attempted to re-arrange this AGM in January only to encounter another lockdown. The CEO said although fully understandable, he was disappointed at the small number in attendance, the majority of which are from the Board of directors, it involves the same amount of preparation and effort to present the AGM whether attended by 1 or 500, he personally prefers to have a large number of members in attendance to enable

him to promote the successes and lay out the next steps in the progression of the Society, whilst also obtaining feedback from the membership. The CEO said he echoed what the Chairman had said, we are a very small team in the office, a compliment of characters, GB calm, AR exuberant and enthusiastic, ES astute and the CEO himself, somewhere in between, or so he believed. It has been a vast period of change, we have focused on efficiencies for the society and providing added value and convenient services for the membership, with the clear goals clearly laid out in the Trustees report. The CEO then referred to his published report and Power Point Presentation on screen advising the Society has had a successful year ending March 31st 2020 with financial performance clearly detailed in the Trustees report. The CEO report is available online along with the Chairman’s report. The CEO asked for any comments or questions. None forthcoming. 7. RESOLUTION: To receive, consider and adopt the income and expenditure account for the year ended 31 March 2020 and the balance sheet as at that date and to receive, consider and adopt the reports of the board of Directors and the Auditors for the year ended 31 March 2020. The CEO advised the accounts were as per the narrative in the Trustees report. He gave an explanation of the figures referencing the Power Point Presentation tables shown on screen. He stated that the Board have been supportive and stand by the long-term investments that have worked very well for the Society. While, naturally, registration and pedigree services, remain at the core of the Society’s activities, these services are augmented by a structured events and breed development plan, integral is the provision of Texelplus genetic improvement services to members, supported by research and development programmes in a number of areas for cherished commercial health and production traits. Income generation is essential to support the growing areas requiring financial support in the furtherance of our charitable purposes. The Society have presented a net expenditure amounting to £142,667, £109,895 from operating activity and £32,722 decrease on investments in the period under review. Whilst the rise and fall of investments is managed through a long-term investment strategy with routine periodical reviews taken with the Society independent financial advisor and an annual assessment of the Society attitude to risk completed by the Society Financial & General Committee, matched with a clear understanding of purpose of funds for operational activity and short- or long-term need. The operational expenditure, whilst significant, was expected due to the large-scale investments in both R&D and office procedural overhaul supported by the creation of iTexel. £60,000 of the costs are associated with the further impairment of the value of Basco data Ltd

on the Society balance sheet and provides a noncash cost. The 3-year financial planning statements provide for a more positive progression in future years Key performance indicators for core registry services also provide confidence, with subscriptions growing 6.4% during the period, with income from registrations also showing a positive inflow of 6.85% and a reduced requirement for financial investment in iTexel along with the current R&D project activity decreasing during the next financial year. The Society performance for the year ended March 2020 is £929,406 income supporting Society activities, having nearly doubled from £536,000 since 2008, a significant measure of success for a young organisation which will shortly celebrate its 50th Anniversary in 2024. Having a clearly defined R&D strategy has also helped the Society position, apply for, and succeed in competitive grants applications from UK Gov. Whilst these are part funded, they allow the Society to utilise its funds more effectively, combining its own funds with grants in delivery of its charitable purposes. Collaborative research grant generation alone has totaled £3.5m for the partners involved in the last 5 years across its collaborative research partnerships, that includes high profile companies such as SRUC, Anglo Beef Processors (ABP) along with multinational partners. Grant income for the period under review achieved £184,409 with further research applications progressing through the R&D pipeline. Financial management and performance are key in operating any successful organisation, combined with a clear vision and cohesive and strong leadership which is provided by the Board. Also essential is transparency and clearly communicated governance, due to the number of stakeholders involved when compared to most SME’s. The CEO asked for any questions or comments. None forthcoming. Proposed by Peter Mitchell Seconded by Andy Barr 8. RESOLUTION: To confirm the appointment of Daffern’s LLP as the auditors for the Society and to authorise the Board of Directors to fix the remuneration of the Auditors. The Chairman asked for any comments, none forthcoming. Proposed by Steve Richardson Seconded by Jeff Aiken 9. SPECIAL RESOLUTION: To approve, and if thought fit, pass the following as a Special Resolution. To approve the revised Articles of Association in the form produced to the meeting, and initialed by or on behalf of the Chairman for the purpose of identification, in substitution for the existing Articles of Association.

The CEO advised the Board has reviewed the Articles of Association to ensure that they are fit for purpose for the medium term to support Society activities 2020-2030. These having stood the test of time since their adoption in 1974 with minor amends at a variety of AGMs along the societies successful journey. A particular area for amendment has been due to the inclusion of digital communications, modernising the Articles to fit with modern day technology and the accepted norms, expectations, and procedures within our organisation. The CEO added that the amended Articles, alongside a tracked changes version, have been available to view on the Society website, as advised in the AGM notice published within the spring bulletin and sent to all fully paid-up Texel members. If approved they will be lodged with our charitable governing body OSCR and Companies House. Proposal to approve the revised Articles of Association in full by way of a show of hands. Approval of the revised Articles of Association in full. Show of hands 10 – unanimous. The Chairman asked for any questions. None forthcoming. 10.

Announcement of the Board of Directors election results The Chairman advised the following results of the elections that took place for November 2020. Area 1 – North of Scotland - Mr Graeme Knox - Haddo - re-elected unopposed Area 4 – Southwest of Scotland & Cumbria - Roy Campbell - Cowal - Royel - reelected unopposed Area 13 – Mid Wales & Borders – Steve Smith - Penparc - re-elected unopposed

He stated that Graham Hill had resigned his position on the Board representing the Southwest of England due to workload on the home farm. This position would be advertised for nominations in July. 11.

Any other business that has previously been agreed by the Chairman.

The Chairman asked for any further comments, none forthcoming. The Chairman thanked all for attending, he thanked the Board, the CEO and office staff for their support and declared the AGM closed at 18.15. Name................................................................Signed........................................................ Position.............................................................Dated........................................................

BRITISH TEXEL SHEEP SOCIETY LIMITED - 2021 PROXY VOTING FORM I / We ……………………………………………………………………………………. being member(s) of The British Texel Sheep Society Limited (with Flock Code …………………) hereby appoint ……………………………………………………………………. and failing him/her, the Chairman as my/our proxy to vote for me/us at the meeting of the Society to be held at Woodland Grange Business & Conference Centre, on Wednesday 17th November 2021, and at every adjournment thereof such proxy to vote for or against the resolutions set out below as indicated on this form of proxy. Notice is hereby given that the Annual General Meeting of the Society will be held at Woodland Grange conference Centre, Old Milverton Lane, Leamington Spa, Warwickshire, CV32 6RN, at 17.30 on Wednesday 27th November 2021 for the following purposes: RESOLUTION: To Approve Minutes of the 2020 AGM held on 26/05/2021 at Woodland Grange conference Centre, Old Milverton Lane, Leamington Spa, Warwickshire, CV32 6RN For

…………………….

Against …………………….

RESOLUTION: To Receive and adopt the statement of accounts & balance sheet for the Society year ending 31/03/21 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 …………………….

By order of the Board …………………….……………… Dated November 17th November 2021 Registered office: The Mechanics Workshop, New Lanark, Lanark, South Lanarkshire, ML11 9DB Company Number SC055423

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING Appointment of proxies 1. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting. You should download the proxy form from the Society website at texel.uk/agm or contact the Society to request a copy to be sent to you. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. 2. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. 3. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. Appointment of proxy using hard copy proxy form 4. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. 5. To appoint a proxy using the proxy form, the form must be… • completed and signed; • sent or delivered to the Company at The Mechanics Workshop, New Lanark, Lanark, South Lanarkshire ML11 9DB or The Texel Sheep Society, Unit 74, 4th Street, Stoneleigh Park, Kenilworth, Warwickshire CV8 2LG • received by the Company no later than 48 hours prior to the commencement of the meeting. 6. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. Changing proxy instructions 7. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. 8. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact the Chief Executive. 9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. Termination of proxy appointments 10. In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to The Mechanics Workshop, New Lanark, Lanark, South Lanarkshire ML11 9DB, or Texel Sheep Society, Unit 74, 4th Street, Stoneleigh Park, Kenilworth, CV8 2LG. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. 11. The revocation notice must be received by the Company no later than the commencement of the meeting or adjourned meeting at which the proxy is used. 12. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

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Auditors: Dafferns LLP, One Eastwood, Harry Weston Road, Binley Business Park, Coventry CV3 2UB Solicitors: Lodders Solicitors, 10 Elm Court, Arden Street, Stratford Upon Avon, CV37 6PA Bankers: The Royal Bank of Scotland, 65 Stephenson Way, Wavertree, Liverpool, L13 1HE Registered office The Mechanics Workshop, New Lanark, Lanark, ML11 9DB - Registered office.

Texel Sheep Society Unit 74 - 4th Street Stoneleigh Park, Stoneleigh Kenilworth, Warwickshire, CV8 2LG 02476 696 629

office@texel.co.uk

texel.uk