Texel Sheep Society AGM Booklet 2022 by Texel Sheep Society Ltd

AGM 2022

Saturday November 12th

16.30 At The Argyll Suite, Drimsynie Estate, Drimsynie, Lochgoilhead, Cairndow, PA24 8AD

Further information available at texel.uk/our-society/agm/

Page

Contents

AGM Notice

Directors’ attendance records - 1st April 2021 - 31st March 2022

Minutes of the Annual General Meeting held 17th November 2021 at Woodland Grange, Leamington Spa

The Chair’s report

The Chief Executive’s report

Report of the Trustees

Report of the Independent Auditors

Statement of financial activities

Proxy voting form

Proxy voting form guidance notes

Notice of the Annual General Meeting Notice is hereby given that the 2022 Annual General Meeting of the British Texel Sheep Society Limited will be held in The Argyll Suite, Drimsynie Estate Leisure Centre, Drimsynie, Lochgoilhead, Cairndow PA24 8AD, at 16.30 on Saturday November 12th 2022 for the following purposes. 1. To Receive apologies for absence 2. RESOLUTION: Approval of the minutes and matters arising from the 2021 AGM which took place on 11th November 2021 at Woodland Grange, Leamington Spa. 3. To receive the Chair report 4. To receive the Chief Executives report 5. RESOLUTION: To receive, consider and adopt the income and expenditure account for the year ended 31 March 2022 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 2022. 7. 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. 8. Announcement of Board of Directors election results Area 8 Southern Midlands of England – Peter Mitchell – unopposed Area 9

South West of England – Angus Howie – unopposed

Area 11 South Wales & Borders – No nominations received – post vacant

Area 12 Northern Ireland – Alastair Gault – 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 – 26th July 2022 The Mechanics Workshop, New Lanark, Lanark, ML11 9DB

List of Directors’ attendance at Board & Office Bearers meetings - 1st April 2021 - 31st March 2022 DIRECTOR

AREA

BOARD MEETINGS

Graeme Knox

5 of 7

Robert Laird

2 of 2

John Elliot

1 of 6

Roy Campbell

6 of 6

Sam Beachell

3 of 3

Jeff Aiken

6 of 6

Steve Martin

6 of 6

Peter Mitchell

6 of 6

Angus Howie

1 of 1

Dafydd Jones

5 of 6

Bridget Booker

3 of 4

Alastair Gault

2 of 6

Steve Smith

4 of 6

Andy Barr

4 of 5

Steve Richardson

2 of 2

David McKerrow

0 of 1

Graham Hill 9 0 of 1 2021- 2022 Board meetings 14th April - 26th May - 18th August - 17th November - 18th November. 2021 – 2022 Office Bearers meetings - May 27th - November 18th

Minutes of the Texel Sheep Society AGM that took place at 17.30 Wednesday 17th November 2021 at Woodland Grange, Old Milverton Lane, Leamington Spa, CV3 6RN In Attendance

Roy Campbell –Chair & President John Yates – Chief Executive Gil Burton – Minute taker Name Mr J Aiken Mr Peter Mitchell Mr Steve Smith Mr Andy Barr Mr Steve Martin Mr Alastair Gault Mr Dafydd Jones Mr Graeme Knox Mr P Mitchell Mrs Bridget Booker Mr Sam Beachell Mr Angus Howie Mr Robert Laird Mr Jonathan Long

Flock Procters Avon Vale Penparc Parkhouse Broomhall Forkins Kitrob Haddo Avon Vale Towy Texel’s Samsar Millhouse Cambwell non-member

Chairperson, Roy Campbell, welcomed all to the AGM and thanked those present for attending, he declared the AGM open at 17.30 1.To Receive apologies for absence The Chairperson advised apologies had been received from the following Members... Name Mr John Elliott Mr David Uffold Mr Graham Hill Mr Steve Richardson Mr Paul Phillips

Flock Roxburgh – Mershott Broncroft Rolle Stonebridge Kimbolton

The Chairperson asked for any further apologies. Non-Forthcoming.

2. RESOLUTION: Approval of the minutes and Matters Arising of the 2020 AGM which took place on 11th May 2021 at Woodland Grange, Leamington Spa. The Chairperson asked for any questions or comments, none forthcoming. Proposed by Andy Barr Seconded by Steve Martin 3.To receive the Chairpersons report RC said it was hard to believe it is only six months since we last met at an AGM, during that time we have held the Texel national show – Textravaganza, and successful shows and sales. He wanted to thank everyone that attended those events. RC advised iTexel is going from strength to strength, it has been an immense help to the office staff, during this year alone we have introduced online transfers, the inbreeding predictor and entering sales online, we have been doing what we set out to do and we are doing it well. Our investment in promotions has been highly successful, the autumn bulletin is fantastic, it has taken us to another level, he would like to thank all involved in its development and production. RC said there were no world records this year but good clearance rates. Texel at Kelso took 40% of the sale, NSA Builth Wells 37% which is a useful indication of the breeds commercial influence. RC said he would like to thank the CEO with support from Jonathan Long for their work on publicity for us, it really is second to none in our sector. And the office staff in general who make our day-to-day job of being a board of directors so much easier. Thanks also go to the board, old and new, we have a second board meeting tomorrow and he is very much looking forward to working with new directors, he is also sad to see one board member stepping down as Andy Barr ends his term tonight. He thanked AB for all his hard work over these years, four of which were as Honorary treasurer and as the Societies breed representative on the S&GHS advisory committee. He thanked AB specifically for his support over the past 3 years whilst the Society has been making important investments. His dedication has been appreciated. RC asked for any comments or questions. None forthcoming. 4.To receive the Chief Executives report The CEO thanked all for attending. He said there had been unprecedented challenges provided by COVID19 and the social distancing regulations, as an

industry we have benefited with the increases in the sale of lamb that we see today. As RC had said, Texel is the sire of influence in the industry and will continue to do well if lamb stays popular and our breeders follow commercial traits. Society business has remained resilient, we have navigated those challenges well, whilst continuing our focus on “encouraging, promoting and improving” the breeding of Texel sheep. We have fast tracked our use of digital technology to support membership services and communications and Society staff remained enthusiastic throughout, adapting flexibly to support members. We have completed a registrations services review and improved administration. The CEO said everyone has an opinion, members, staff, board, so we may not please all the people all of time, we do have to take things forward for the benefit of all. It is a time of challenge, post COVID and the withdrawal from the EU. We have a variety of tools supporting members now with iTexel and Texelplus par of the Society framework. We discussed how we could take this forward, how we could replace Basco, a redundant database and software. Now with iTexel every member can clearly see the benefits that iTexel provides them, proving the value of the investment by the society. We have made more use of digital media reducing the time and inconvenience of printing, franking, and posting, providing efficiencies. The CEO commented that in his yearly review he could report we have also introduced iTexel cataloguing services for regional clubs, helping to remove that burden from club secretaires, we also offer an entry fee collection service to them with reimbursement to them after collection. The Society continues to underpin our breed development strategy, this is available to read in full on our website. We are aware of the changing operating environment, and the government policy changes trickling down. We drive for greater information to support focus on inbreeding coefficients on iTexel, as touched on earlier by RC, we have introduced the mating predictor tool whereby individual flocks can now have inbreeding reports benchmarked against the breed, with encouragement and knowledge transfer to support the need for members to reduce inbreeding in their flocks. He added, we are an organisation that must manage data effectively but also capture data as efficiently as possible. The CEO asked for any questions or comments. None forthcoming.

5. 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. The CEO report included … • The Financial Statements have been prepared in accordance with small companies’ regime and Charity SORP 2015 (FRS102). • The Objectives and activities of the society, as detailed on page 2 of the AGM booklet financial section • Achievements and performance, forming the “Trustees Report” are detailed on page 2, 3 4 of the AGM booklet financial section. • Society strategic planning and communications is supported by the MORE value, with the aim to: o Make a positive impression o Operate as one organisation o Reaching our potential o Embracing innovation • Clear track record of driving cost reduction and improved performance whilst generating savings for reinvestment into core services, supporting registry services, promotional activity, and breed development. • Value for money measures and performance assessments are monitored and reported on a regular basis to enable the Board to oversee the operations, objectives of the organisation and ensure the vital services are maintained and developed. INCOME • Decreased by £69,144 (7.4%) from £929,406 to £860,262 • Influenced due to end of large-scale research projects • Core areas of registry services remain positive. • Subscriptions (including joining fees) provided £125,221 a rise of £13,634 (12.2%) • Gift Aid provided £9,560 • Registration's income provided £475,299 a rise of £53,634 (12.7%) • Sales Auctions provided £116,285, a decrease of £12,614 (9.8%), due to additional cutbacks to support social distancing regulations at the National sales. • Texelplus income provided £36,477, a decrease of £1011 (2.7%)

•

Investment’s income provided £14,317 with investments performance gain of £62,979 (2020 loss £32,722) EXPENDITURE • Decreased by £361,576 (34.7%) from £1,039,301 to £677,725 • Influenced due to planned end of large-scale research projects • Gains in efficiency provided additional savings, through staff restructure and focus on digitising registrations services • Positive Impact from COVID19 on expenditure with reductions in o Travel & Subsistence o Meeting costs o Attendance at promotional events o Staffing and administration Overall financial performance for the period ended March 31st 2021 • Operating performance provided a net contribution of £245,516 (2020 net deficit of £142,667) • The Board considers these results to be above normal operating performance, highlighting: o Successful award of R&D grants and the subsequent delivery of those research projects. o The major overhaul of the society administration and registry services. o Unforeseen positive impact of COVID19 on expenditure. o Strong performance of society investments in their share portfolio. o All combined to provide a positive financial performance for the Society in the year under review. Total funds carried froward total £1,124,182 (2020 £878,666) The CEO said in summary: • Performance achieved above what the Board considers to be normal operating performance, due to the extra-ordinary influences created by the pandemic. • Remain focused to implement current strategies across communications, events, and breed development to support members, their flocks, and the breeds development. • New investments are being planned for: o iTexel database and data/information services o Promotions, communications, and events o Research and breed development activity

•

The Society continues to navigate the challenges and impact provided by COVID19 during 2021 and continues to monitor and manage its influence on its operating performance.

The CEO asked for any questions. None forthcoming. RC asked for a proposer and seconder. Proposed by Andy Barr Seconded by Graeme Knox 6. RESOLUTION: To confirm the appointment of Dafferns LLP as the Auditors of the Society and to authorise the Board of Directors to fix their remuneration. RC asked for a proposer and seconder. Proposed by Steve Smith Seconded by Bridget Booker 7. Announcement of Board of Directors election results. RC advised the following 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 RC welcomed our two new directors. he asked for any comments. None forthcoming 8. Any other business, that has previously been approved for discussion by the chairperson. RC asked for any comments or questions. None forthcoming. RC thanked all for attending and wished them all a pleasant evening. AB thanked the Chairperson – AGM attendees applauded. RC declared the meeting over at 18.11

Chair report

It is a great pleasure to deliver my final chairman’s report here at Drimsynie. The last 12 months have, again, proven to be extremely successful for the breed and the Society. On a personal note, it has been a great honour to see the high standard presented by breeders at both major and minor shows over the summer. To have finally been able to visit shows in all four nations of the UK during my time as chairman has been superb and at every show the warm welcome from local breeders and breed enthusiasts has been much appreciated. The Society’s national sales were once again exceptionally well supported by both vendors and buyers and the Society recorded yet another first when three sheep sold at six figure sums at Lanark this year. Away from the top prices, the averages and clearances achieved at all national sales were exceptional, particularly bearing in mind the point in the year when these sales take place. That strong demand continued through to the local club sales and major commercial sales too, with many sales seeing exceptionally high clearance rates, reinforcing what we already know is a huge demand for the breed from the commercial sector. It is worth noting that Texel’s account for more than 27% of all sires used in GB as well as being the sire of more than 17% of the national flock. Those are figures which cannot be argued with and which exemplify the qualities the breed has to offer commercial farmers. Success wasn’t constrained to shows and sales either, with the Society stand visiting both ScotSheep in May and the NSA Sheep Event at Malvern in July. The latter of these two events saw the Society record another first, taking both first place in the breed society stand competition as well as a red ticket in the competition for the sheep on trade stands. My thanks go to all those staff, members and Society supporters who worked hard to present such an excellent display.

This year also saw the Society’s YDP Five Nations Weekend take place again after two years of cancellations. Reports back from this event were highly positive and it is heartening to see so much enthusiasm for the breed among the younger generation. Friendships and camaraderie are what make this Society so enjoyable and long may that continue. I am grateful to all those that have supported the Society throughout the past 12 months, particularly the Society staff, sponsors, contractors and all affiliated with the Society. The work of the board is made much easier by the efforts of others and it is not forgotten what a huge role all these people play in making the Society the success it is today. The board, though, does still undertake a huge amount of work and I must commend all board members for the time they give to the Society through attendance at meetings, events and the like, as well as what many do in the background too. On a less positive matter, I am disappointed that no member from the South Wales Area has nominated to fill the vacant board position in that area. The Society only prospers through the input and dedication of breeders and their willingness to support the Society through the board. I would urge members in that area to support a nomination and ensure the views of breeders in that area are represented at the board. In closing I can only say what a huge honour and privilege it has been to chair this Society for the past three years. They may, for reasons outside of anyone’s control, not have been the three years I would have chosen, but they have been three enjoyable years and I am proud of what the Society has achieved in that time. The introduction of iTexel and the staging of the immensely successful Textravaganza being highlights. Roy Campbell, chairman of the board

Chief Executive’s Report The Board remains focused on maintaining, developing, and delivering core services, in support of the Society’s charitable purpose. Specific to this aim, is the retention of high-quality staff, resourced with the most appropriate modern tools. Breed development and data collection activity is clearly defined in the Society strategy documents, assisting the future proofing of Society services and retaining the breed’s enviable position in the marketplace. Investment in top class communications remains a high priority, with in depth reporting of events, sales activity and flock features, published through the Society’s printed publications, website and social media. Extensive use of digital media is blended with the printed material, distributed directly to Society members and their marketplace. With significant budget provided to support these communications The Society Board has a vision of adopting digital technology, critical to providing and future proofing its modern services on behalf of its membership and in support of the promotion and development of the breed. Business performance highlights. •

Development (Phase 2 and 3) of the iTexel database with £77,722 investment capitalised, providing enhanced functionality for flock registry management, storage and reporting of traits data, cataloguing and animal / member search tools.

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Project completed; £23,904 part funded by Centre for Innovation Excellence in Livestock (CIEL), matched funded with £29,216 of Society funds, focused on business road mapping to support genetic and genomic evaluation services. Supported by a collaboration between the Society, Abacus Bio, SRUC Egenes and Map of Ag (Rezare UK Ltd).

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Review of genetic improvement services with a £35,000 annual commitment made by the board to vastly reduce the cost of this service to members. Encouraging increase of collection of trait measures and use of evaluations.

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The Board approved an £85,000 project with Abacus Bio for a major review of the Society’s “Texel Breeding Objective” (January-August 2022), £26,700 included in the current year. Objectives providing industry leading initiative, moving trait indexes to Economic Indexes, with additional reports of economic and environmental impact assessment of the breed as a result of genetic improvement.

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Highly successful sales cataloguing services provided through iTexel to support club administrators, with digital sales entries and collection and reimbursement of £43,000 entry fees on behalf of clubs.

The full financial performance of the society is detailed in the Trustees and Financial statements for year ended March 31st 2022. The future outlook is very promising for the Society, with a robust inflow of income and well managed expenditure. Additionally, market surveys from a recent industry census show Texel market share has grown in the last decade, with 27% of sires used in the UK Industry, not including the influence of Texel genetics in composite breeds. And a 17% influence of Texel genetics on the national ewe flock. Sales performance is reported thoroughly during the year communicated through Society publications. Marketing campaigns, supported by the Society’s Primestock publication, distributed to more than 60,000 livestock farmers prior to the main sales season each year, include important production statistics.

Maintaining core services to membership that are fit for the future is essential if the Society is to remain of purpose, be financially sustainable and successful. The Society’s digital vision, improving data services and member and industry communications are critical components for future proofing society services. Registry services are supported by the recently launched iTexel database, which has proven popular with members. Registry services remain stable. The next strategic steps involve attracting new funds to the Society through collaborative research projects, further investment in its iTexel database to support added value services to its membership and optimising the Society’s phenotyping and genotyping genetic improvement services. With continued investment to support the maintenance and growth of its shows, sales & events activity. The Society operates in a changing landscape with government Agri policies now taking shape, being implemented over its 7-year transitional period that began in 2021. The new Agri policies, while not directly impacting the Society, indirectly impact as they disrupt farming income, both changing behaviour of farmers and the income they receive. It is these farming businesses that largely make up the demographic of the Society membership and remain the focus for developing Society services for their benefit, with the need to ensure that the services add value to those using them. Marketplace performance at commercial sales clearly shows a major price point difference between the value placed on pedigree registered Texel stock and non-registered rams.

The Society must continue to enhance pedigree services, support breed development through its services, and continue its thorough communication to its membership and wider industry using the most appropriate and cost-effective media. These activities require the Society’s own investment and where appropriate and available, grant support will be sought and utilised for R&D activity, in collaboration with strategic partners to ensure a positive operating performance and balance sheet is maintained. John Yates Chief Executive

BRITISH TEXEL SHEEP SOCIETY LIMITED - 2022 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 The Argyll Suite, Drimsynie Estate, Drimsynie, Lochgoilhead, Cairndow, PA24 8AD, on Saturday 12th November 2022, 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 in the Argyll suite at the Drimsynie Estate, Drimsynie Ct, Lochgoilhead, Cairndow, PA24 8AD, at 16.30 on Saturday 12th November 2022 for the following purposes: RESOLUTION: To Approve Minutes of the 2021 AGM held on 17/11/2021 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 31/03/22 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 12th November 2022 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

British Texel Sheep Society Limited, a company registered in Scotland under company number SCO55423