 Felly, byddwn i'n gweithio ffordd, rydyn ni'n gweithio'r gweithio ar gyfer y rheswer. Efallai ydych yn gallu gyda'r LGM ac yn unrhyw o'r papyr ar gyfer y gweithio sy'n gyfrwyng ar fy modd o'r adres ddiogelu. Felly rydych yn gallu'n gweithio'n gweithio ar gyfer y LHS, yma ond ym Gwchrydau'r Gwp yw lyfydd ym Llan. Erbyn ddweud, mae'r gweithio yn gweithio'r gweithio'r gweithio'r gweithio'r gweithio yma yma. ond if a resolutio'r ddwyllfa o'r ddweud o'r cyfnod o'i maes o'r mewn cyfrannu yn ei wneud, wrth gwrs, mae'n fawr i'r cyfrannu tywl ydyn nhw. Yr ystafell yw'r tyfrannu cyfrannu yno'r bysnes yn yr ymwyfyr o'r ffordd o'r ymgylch chi'n cyfrannu ar y cerddwyr ar y 50 o ffwrdd ar gyfer 2021. Rwy'n gweithio'r cyfrannu, rwy'n gweithio'r cyfrannu? Go iawn i sy'n gymhiliadro. Ysgrifennidol yn gweithio ymateb. Mae'r gweithrach yn mynd. Dyna, gallwch am bwynau'n gweithredu leolion. Mae'r gweithredu yn ceisio'n cyfrifol. Mae'r gweithredu yn y rhanaf. Mae'n cael y rhanaf. Go iawn. Le'na ffasio ar gyfer palau? Okay, thank you. Any abstensions. Okay thank you. Do the online results reflect those in the room? We just have to wait a second. You'd be surprised how long 45 seconds it is. At the moment I can still see that as an open poll. Can we confirm that the online results are the same as in the room? Yeah that's test path, thank you. Fel d lifting o'r trafodd, roeddiw i gyd yn mi amser wedi'i gael debyg? Roeddiw'n dweud y Corpus Lleithrwyr i Llywodraeth ac sydd wedi cyd-da chi'n gwneud miliwch am hyn o hyd yn ddaw i ddim yn i hollwch oedd Cymru. 저 i am ddiwch i roedd. Fy ydych chi'n cymryd gwaith. Mae'n gwneud yn siaradu ar y gynhyrch yn rhoi ysgol ffars hwnnw, ac mae'r gynhyrch yn ddim yn ei ffostedau'u fasniyl ar gyfer y dylau gwir. A oeddo i chi weithio rhagionedd sy'n gwneud y dyfodol yn hyn iawn hyn. Felly rydyn nhw'n fawr o'r ddif spilledau lle yma ar hynny, ond yn gallu eich helyt, maen nhw'n rhoi ddau 500 o gynedd yn gweithio reituc inrhyw o'r iawn. A oeddu'r hefyd yr oedd y cwm ymgyrchu'n cymryd. ar 345 bai gwaith yn ymdodol i'r adith yw 2021, a gweithio'r cymdeithasol ar gyfer ymddangos ymdodol, fel ydw i'r adeiladol yn ei gael i gyd yn gweithio'n adeiladol oedd hynny, fel y byddwch sy'n gweithio'n gweithio ymdodol i'r adeiladol a'r cyfreithio a'r cyfeiriau ac yn y cwyddiadau o'r cyfrwyr o'i cyfrwyr ymddangos. We secured £1.68 million in external funding to drive our co-operative development programmes and we've laid strong foundations for future co-operative enterprise. Events just like this one and our events online have been fantastically well received over the last year with a 95% positive satisfaction rate from the delegates at our major conferences. Feeding your feedback forms from today, we're hoping for similar results, but we've had over 2,500 people attend our events, not both, but that's combined in-person and online. So in terms of what we've been doing policy-wise, we've got some really strong commitments from the Scottish Government to grow the co-operative sector and support housing co-ops specifically. Now we enjoy support for co-ops in Scotland and the national strategy for economic transformation. We made sure that the UK Government listed co-operative development as a possible local use of the new UK shared prosperity fund and we secured an amendment to the help to grow digital initiative to include co-operative and community benefits. We also secured explicit references to co-operatives in the UK social procurement framework. As I'm sure you know, at co-ops at UK as well as our training advice membership services, we also have policy and development and we actually awarded 808,000 in match investments to 15 community co-ops. To give you some examples of these, we had grants to 24 beneficiaries and that included Dewsbury Arcade in West Yorkshire, which aims to become the first community-owned shopping centre in the UK. These equity investments are a key part of our community shares programme of work which will continue to grow in the coming years. Almost 800 groups are benefited from our development work in 2021 surpassing our target of a 20% increase from the previous 12 months. Our business development also includes the unfound accelerator which champions co-operative and ethical tech and we run a 10-week business accelerator for new ethical digital website, apps and platforms and there's some really exciting co-ops in development because of that. We also launched the ownership hub in Sheffield with the then mayor Dan Jarvis and that's been going really well so that's very specifically the ownership hub is their partnership with the Employee Ownership Association and that's about developing worker co-operatives and multi-stakeholder co-operatives that include workers and I'm delighted to say we're in talks with two other regional authorities one not very far from here about developing the ownership hub going further. So that's a little bit about what we've been doing in 2021 like I said it's all in the annual report but you know as we've just heard from Victor Adebowale if for those of you who've been at co-op congress we need to lead a new era here at co-operatives UK we do have a fairly static co-operative economy over the last 10 years the net game in co-ops so obviously lots have had hundreds joined but the net gain over the decade is just 66 new co-operatives and as again we've heard today co-ops are needed particularly among those younger generations that quite frankly are inheriting a world that has got a lot of the same problems that did have 150 years ago when this movement started so we do need to lead that new era of co-operation we do need to work with our younger generations and we do need to work with each other we will be shortly launching a census you can see their memberships of co-ops and it's really important that we do say memberships not members what we want to understand is actually how many people in the UK are members of co-ops and mutuals and other democratically owned organisations and we believe if we begin to understand this that we will be able to develop more of that you'll start to see our new strategy hopefully you've seen quite a lot of our new strategy today already for those of you that have been here for Congress because this new era that we are leading is driven by a key aim and this is the key aim of co-operatives UK that by inspiring everyone to be a member of a co-op and every co-op to be one of our members that we will help to create a fairer society together so that is an unconsidered statement as you can imagine the comms team and we worked obviously with the board on the strategy and we poured over these words but by inspiring everyone to be a member of a co-op that does recognise a sea change in what co-op UK does because ultimately as a membership body that has predominantly co-ops as members but certainly businesses we're a B2B organisation but this is recognising that we do need that sea we've heard it all day with the B2B to see we've heard all day that we need to be talking to your members, members we need to be joining all of that up making sure that we are growing a movement and bringing people together and again in every co-op to be one of our members that needs a bracket if we want them to be because we are going to be that beacon we are going to make sure that the values and principles are kept and held to standards so that's a big piece of work that we've done there working alongside dot co-op the owners of the co-op mark international other managers of it and the designers of the mark as well Calvert's and we've put an addition there which is what I'm now calling a halo of protection because this is basically saying I say you can technically and constitutionally be a co-op but are you meeting those values and principles and standards in a way that the movement expects of you so again you're going to start to see both the development of standards there's a lot of things that we're concerned about at the moment across the UK not least climate so how do we start to understand and measure how co-ops are doing against that in terms of our new strategy like I said I hope you're beginning to see it today we have just in the last session at the congress we did get some young people to talk about why they've joined a co-op and what they're doing when we did this YouGov poll at the beginning of last year and we asked young people what was on their minds and we looked at some of those issues housing, energy, you know, climate all of them had co-operative solutions but young people really aren't aligned to the understanding that those solutions are there we can offer hope as a movement so that is a big keeper of our strategy again you'll have seen one of the, I just tweeted it before but one of the packed out sessions today that was standing room only was the tech and digital session I can't tell you how over the moon I am that everybody understands the need for us to join up our tech and digital and create an infrastructure that can truly harness the power of the co-operative movement again we're leading on this new era of co-operation so today off to the day I think it was I'm not that familiar with the programme but we worked with worker co-ops on the worker co-op council on building a new federal and we've got a session on working more effectively with our federals we also work more closely with co-operative college press and heritage and actually this is all about becoming more than the sum of our parts rather than fragmented so again really really important and as we just talked about in sessions today at congress to get that message out there what co-ops can actually do so we touched on it there in the development of our brand refresh but embedding the values and principles and when you read the detail of that in our strategy it does say in the objectives across all UK business because ultimately if you embed the values and principles if you embed the values of co-operation into things like tech and AI and other businesses we will transform society we were gifted with all those years ago in those values and principles they're absolute rocks you can stand by in terms of knowing that if you actually follow the values and principles then you will be able to transform society so we're going to be talking about those to all organisations really looking to celebrate the co-operatives and the co-operative model but like I say this part of being inclusive is also to challenge, set the bar with lots of co-op businesses setting the bar for other businesses to meet those standards and then finally inspiring the communities reaching the right people with the right messages and the support they need so we don't currently like I say have a very diverse movement in our membership but actually when you start to look at communities that are often co-operating they just don't call it a co-op so this is something that's a disconnect happening there so this is what we talk about by inspiring communities so whether that's community shares for example or working more effectively together but using the right messages and the support that they need so let's say just a little bit about how we're doing in terms of our annual report in 2021 and I have to say a huge incredible thank you to the team at co-operatives UK because that's not been easy in a pandemic and this is my first in person age yet and joining this organisation in a pandemic it's been really challenging to do all of that through a screen the majority of the time but like I said the advice service isn't used more than ever we've got like huge numbers in terms of the engagement that we're getting in events so huge thank you to the team there at co-operatives UK who work really hard every day to enable and empower co-operation and then finally I'd just like to say that the way that today has gone I've seen we're going to do the international supper but I've seen today and over the last year this incredible power and it's a real honour actually to be the CEO of co-operatives UK but what we're really really keen to do is create that empowerment find those new ways of working to make ourselves modern and relevant to those communities that I am talking about and our arms are wide open we want to hear from you if there's things that we could be doing better if there's challenges you want to make if there's things that we can work together on hugely important principle number six there our doors are actually literally open now as we're coming out of the pandemic at Holly Oak House but we really do want to hear from you just to get in touch with us and we're really looking forward to what the next year brings thank you very much thank you Rose, thank you for that at this point has anyone got any questions for Rose so I think Rose will say that but we've got as a mic going round if anyone would like to just indicate and if you do want to talk can you just let me know your name and your organisation that would just help with the record keeping any questions that one didn't come out in words if you want to submit a question online if you use the Q&A function you'll type those in and then I'll make sure they're read in the ring any questions for Rose that's great actually Rose you've done such a good job I think you should meet your way back over here thank you very much thank you so the next item of business relates to our 2021 annual report on financial status 2021 annual report on financial statements we're going to hear from Gareth Turner who's our interim head of finance and then our audit partner at CRO which is a CRO UK LLP Vicki Sulist we'll hear from them both and then we'll take questions so Gareth we'll start by outlining our financial results for 2021 thank you thanks Don hello everybody, thank you for spending your Friday evening with me so firstly I'd just like to say the opportunity to thank my team and all of our colleagues at co-operatives UK for helping to prepare the financial statements of 2021 I joined the organisation midway through 2021 so it was quite a short sharp journey to get up to speed and I couldn't have done it without the help that everybody's given me we made significant progress in the year addressing some of the issues that led to a modified audit opinion in the 2020 accounts and whilst this year's accounts do include a modified opinion on opening balances and very pleased to report that the closing balances were satisfactorily audited by CRO UK it was their first year as I'm sure Vicki will tell you as our new auditor and as any of you have been involved in an audit process with new auditors will understand they go into particular detail on areas of risk so they really did go through and scrutinise that process that we put in place our financial performance in the year delivered a pre-tax surplus from the ordinary activities of £965,753 that was an increase of £535,000 from the pre-tax surplus reported in the prior year so what drove that increase firstly we had a net increase in equity investments so these are the investments we make using money from external funders like power to change like the architectural heritage fund in community organisations and cooperative organisations so the increase was £280,000 from that area of our business we had a higher net project income of £107,000 last year so normally those of you familiar with our accounts will note that our project income matches our project expenditure for a number of reasons which I'll touch on later in this presentation last year we had £107,000 of unmatched income which was part of that £535,000 increase we also had lower expenditure on core activities of £60,000 mainly due to the impact of the coronavirus so as I'm sure you've all experienced in your own organisations it affected day-to-day activities Holyoke House was closed for periods of time we had lower utility cost during the year and in aggregate that was a £60,000 reduction on the prior year we also had higher income from core activities of about £80,000 now that was mainly from a review of historic deferred income amounts so where we've been given funding given money previously by funders to deliver pieces of work and as any new head of finance coming into an organisation would do I undertook a thorough review of the balance sheet and identified a number of income streams which we could release into the accounts last year and they were all agreed with Crow our auditor our balance sheet position improved during 2021 with reserves increasing by about £870,000 to £4 million in total so a net equity investment of £615,000 and a post tax surplus of £250,000 our cash flow position improved during the year to £2.1 million so that's our liquid assets with a net increase around £260,000 which mainly came from operating activities in the year now in the notes to the account you'll note the net income which we've already touched on generated an unmatched amount of £107,000 and that related primarily to service contracts that had been concluded in the year and the release of some immaterial income related to work completed in previous years now what that means is where we were given say for example £20,000 to carry out a contract we might have delivered it sort of slightly cheaper for £18,000 of actual sort of costs the balances had been held on the balance sheet so through that process of reviewing all of those amounts of money we identified a number of amounts which could be released in the year Employee remuneration after the deduction of salary cost that are charged directly to the projects that we run increased by 7.3% from £1.3 million to £1.4 million that was driven by an increased head count of two roles during the year and a pay award on average of 3.5% to our staff and some one-off costs relating to staffing changes during the year our investments in cooperative shares and other ethical funds total £1.75 million at 31st December 2021 and generated 33,000 pound interest payments in the year there was however reduction in the year of about £7,000 in the value of our investment held in the Royal London ethical bond so it started the year of 260,000 and at the end of the year it was valued at £253,000 important to note there that our initial investment was only 250,000 so it's still higher than the amount that we invested and it is normal for that type of fund to fluctuate over time during 2021 we made equity investments of £808,737 as Rose noted in cooperative and community benefit societies and that took the total value of our booster investment portfolio in those organisations to £3.2 million which I think is a great success and something that we should really reflect on the additional investments in 2021 were funded by power to change and the architectural heritage fund now our modified entrepreneur at the end of 2020 related to this area of the business and our booster investments were reviewed as required by FRS102 at 31st December 2021 using a new process which we developed the development of it started prior to me joining the organisation in July but throughout the second half of last year we developed to a point that we agreed with the board how we would review those investments for indicators of impairment that resulted in a total impairment charge against portfolio of £414,000 of which £174,000 was taken through in the accounts last year as a result of the additions and the impairment charge the net book value of our booster investment portfolio increased from £2.16 million to £2.78 million at the end of last year so finally I'd like to thank you all for your membership and ongoing support of Cooperatives UK and I will now hand you over to Vicky Shulist who is a partner at Crow UK LRP so he says that the best best of December 2020 gets the investment to say extremely of £161,000 at the end of last year after recognising an intern at £12,000 in 2021 being 10% of their carrying value the director says they must have provided the right investment to support the decision that the recoverable amount of the investment was given to the new one of £161,000 at the end of last year we will now be able to update Vicky Shulist on the possibility that the recoverable amount of the investment after the best of December 2020 will increase from 0% back from what we already could see because of both ways we will now be able to determine whether any additional investment will be made by next year or whether any additional investment will be made by next year when it comes to best of December 2020 and the re-elections fund should be done for the year after the first best of December 2021 and all the will of the best of the future in relation to the old investment there was no demand in our department to bring into the meeting retention Thanks Vicky C го. O'r bwysig unrhyw be i'w dda i'r ysgol ty printer wnaeth gyda'n ei wneud. Mae'r byw dda i gael o'u ganddau gwrs-dagwdd pan fyddai'n dda i'n fynd i'r gwaith o'r ffrun angen ond mae'n redu, sydd gennym hyn arno ddiolch i'r cymlygu o'r bwysig o gyd ddod yn syrgaf y bydd yn gwneud i'r dda i'r gweithio. Rwy'n bwy nesaf eich eich byddai'n llythysg gweithio. wedi cydweud yn ymddi, mae'n rhaid i'r mwyaf oedd ymddi'r cydweud yn gwneud yn ymddi, ac ynddyn nhw'n gweithio'n gweithio'n gweithio'n gweithio ymddi. Mae'n rhaid i'n gweithio, mae'n gweithio'n gweithio'n gweithio. Mae'n gwneud y cwestiynau i'r rhwng, fel nid yw eisiau nawr a chi'n gweithio i'r cydweithio. Yn cyfnod. Mae'n gweithio'n gweithio'n cyngorol yn ymddir yma. Mae'n ni'n Mathu. Ac rwy'n meddwl wedi'i gweld â'r perfformen i'r bobl yn ymddangos. Llywodraeth, gan yw'r bobl, rydyn ni'n fath o'r llai cymryd yw'r bobl. A'r bobl yn ddayl i'r bobl sydd wedi'i gweld â'r bobl sydd wedi'u gweld â'r bobl yn ymddangos. Mae hwn yn ymddangos y dda i'n bwysig oherwydd mae'n fath o gyrwch. Rydyn ni'n edrych ar gyfer y cyffredinwn i ddechrau'r gweithgareddau. Mae gweithio bethau i'w meddwl am y cyllid yn ysgrifennu ac mae'n dweud bod yn clywed o'r hydwch ar gyfer auditau'r cyllid yn fawr. Mae'r hollwch yn gweithio'n gwahanol a oedd mae'n ddigwyddio'n gwahanol. Mae'n ddweud am y gallu hynny o'r hyn yn ysgrifennu ar gyfer auditau yn gyfrifennu a'r hollwch. Mae'n dweud bod ni wedi bod yn dweud o'n gwahanol. A byddwch yn gyfrifennu y ddechrau, dwi'n fawr yn gweithio'r hollwch. the negotiation we just ran out of track in terms of explaining it, so I'm delighted that we've got a process that accurately measures if you like the impairment on any of these investments. I think that it's not bad thing that they're impaired by the way it's- many have invested in this many co-operative societies across a huge range of sectors and businesses, it's inevitable that some of them will not be ultimately successful. I just wanted to make sure that you're confident that the impairment for this year is 174,112 this is based on the new process presumably and the ball is in your bath confident that is accurate and my second question is what was the 20 grand of disposals that took place in equity investments in 2021. Death, thanks for your question Matthew so I'll field the question but Vicki if you do want to jump in so in terms of whether the £174,000 is accurate no it's not ac that is the basis of the qualification now. The reason, and I've tried to explain, it's to various people using this methodology, and a lot of people get it, a lot of people don't get it. If you imagine a sum which is a plus b equal c where c is the position at the end of the year, we are all comfortable and the end-of-the-year position has been audited. So the net book value on the balance sheet hasn't been able to be audited and isn't correct, is the charge in the year £174,000, and that is because the starting position, so the closing balance at the end of last year, which led to last year's modified audit opinion, was obviously, we can't say whether or not that's correct. Therefore, if that's A, and we know that C is correct, what we can't say is whether B is correct or otherwise. So, we're happy with the total of £414,000, but the charge in the year could have been any number between zero and £414,000 depending on whether that position at the end of last year was, in reality, nil 100,000, 150,000, which we can't say. Hopefully I didn't lose you all there. The ratio of glazed over versus really interested. I've got a linked question online, am I okay to go to that? Oh, sorry, the disposal. So, the type of shares being withdrawable shares, societies that we invest in can pay us back and do so. There are a number of societies that have reached the point where their financial positions are strong enough to begin paying us back, so effectively disposing of the shares that we hold in them and giving us that money back. That money comes back to us, and the terms of the contract are that we have to reinvest it in similar societies in a similar way, so that will sit on our balance sheet and then be reinvested in those societies. Sorry to come back on that. That's actually very good news in terms of much better than it is at disposal. So, I think if we get more of that, it would be good to just have a little note to explain it. Actually, this is great news that these societies are so successful that they're able to give us the money back that we gave. And then we can reinvest it in some new ones. Fantastic, well done. Thank you, Nick. We've got a question online. Yep. So, a question from Patricia Alexander says, how long can Corporatives UK go on accepting a qualified audit report? OK. So, we're not going to accept a qualified audit report going forward, but I'll hand it across to Garthwll, Vicki, and I'll explain why. Thank you. Yeah, so I think what I would say is that the qualification this year has effectively carried forward from the end of last year. So, as I've just explained, it may answer to Matthew, the position at the end of the year, so the net book value of the investments has been audited as correct, and the process that we've put in place in order to review the investments for indicators of impairment, which is a judgmental process and always will be because you're looking at the investment and saying whether or not you think that there is reason to impair it. But the process we've put in place to do that and then the process we have to quantify that impairment has been scrutinised by Cro and by Vicki's team, and they are comfortable with that. So, as long as we go through the same steps at the end of this year, we shouldn't have the qualification going forward next year. Thanks, Garthwll. Thank you. Just to say that that is correct, the instrument is now going to be an actual position. So, where we are at this is it, we have told where we used the different conclusions that the finance team called UK, but few thoughts are behind, few thoughts are below, and overall the next interest was very small in terms of what in the judgmental area. So, is that an actual process that has been adopted this year? Is that a company that needs to be adopted next year? We wouldn't want this to be an intervention again. Thank you, Vicki. Thank you, Garthwll. Are there any more questions? If not, we're going to move on. Okay. Thank you. So, thanks for the questions and thanks for this comprehensive answer, both. Thank you. Okay, so now following those presentations, I move that the members receive the annual report on financial statements together with the report of the auditors for the year ended the 31st of December 2021. Can I get a seconder, please? Board and Societies Association, the first one I saw. Thank you. Okay, thank you. For those of you online, the poll will appear on your screens now. You have 45 seconds to cast your vote. For those voting in the room, we will begin to show cards. All those in favour. Okay, thank you. Any members against the resolution? Thank you. Any abstentions? Thank you. Okay, so we're just going to wait for the results online. Gosh, 45 seconds is a really long time. Tell us something about the room. There's just still one person on mine that hasn't voted. There we go. Yeah, so that motion is carried with a majority in advance in agreement and one vote against. Okay, thank you very much. So we'll just move on now. I'm going to call upon Mark Simmons. Chair of the Governance Committee will now propose an addition to our rollbook. Thank you, Mark. Hello. So I am currently the chair of the Governance Committee for about probably another 30 minutes. And it falls to me to propose this resolution, which is to basically add a set of clauses to our rollbook. But for context for this, most of you will be aware that Corruptives UK actually provides a registration function for co-operatives and maintains a suite of model governing documents, rules, and articles, et cetera. These are regular reviewed. And as part of that review and in conversation with our lawyers, it was pointed out that we currently lack in our rollbook and in our models, or we did really lack it in our models, the power to suspend a director. So there is the power there to remove a director, and in Corruptives UK's case that power resides with the board. But in the extreme position where it was felt that there was a need to suspend a director pending an investigation, we didn't have that power. So we were advised that that was something that we should put into our new models and as part of our policy of basically walking the walk and actually our governance reflecting what we recommended to others that we would put it into our own rules as well. So that's what this proposal is. So it is that we would have new clauses 143 to 148 which would include a power to suspend a director pending an investigation. So that works alongside the existing clauses 140 to 142 which were the power for the board to remove a director. So the only other thing I want to point out, apart from saying that this has probably dominated the business of the Governance Committee over the last year, we've been backwards and forwards with this quite a few times to the board, we've made modifications, and we've got to the point where it's something that's good enough for now, safe enough to try and the board are happy with and that clause 148 here that says the board shall seek to adopt supporting guidance for the process of suspension of a director which will include consideration of when it may be appropriate for the board to ratify the decision to suspend. That guidance has also been developed by the Governance Committee and also we have reviewed the code of conduct for directors within co-opsies UK and we've included a new conflict of interest policy as part of all that. So there's a whole suite of new internal guidance of Secretary of Governance that's ready to go with this should you pass this resolution today. I'm happy to take questions. Okay, thanks Mark. So does anyone have any questions at this point? I'm looking around. Just give people online a chance to type. I'm sure there's several people furiously typing going. Well, if they take the quickest type in as I am, we could be here for a while. I think we should always have a planted question just to give the people online a chance to type. That's my parting shot. There we go. So we've got one question online which says what constitutes a conflict of interest in the eyes of co-opsies UK? Well, it would be the same as what most Governance codes would consider a conflict of interest. Doesn't relate directly to this proposal and partly regretting my throwaway comment that we have included a new conflict of interest. We would be happy to share the new conflict of interest policy, which is something that we didn't have before. It was just part of our code of conduct. But it would be things like where I would have a personal interest in a decision that was being made within a board. So the board would have a duty to manage that conflict of interest as well as me having a duty to disclose that. But we have got a new shiny conflict of interest policy and the Crotty Governance Expert reference panel is also developing that as a tool and a template that can be shared with our members. Jake. Thank you. Any further questions? Hi, Jane Avery, President of Central England Co-op. This isn't so much a question as a comment really about this rule. I think everybody is cognizant of the importance of integrity and correctness. The co-op mark, the respect it's held in and probity is something that goes hand in hand with the co-op name and we've got to protect it and that protection comes from the top and sets the ethics of the organisation. So technically I think the ability if there is a complaint about a director to have embedded rules that would swiftly address issues is something that would be quite hard to argue with. However, the adoption of these rules means anybody who knows, who's been through a process of HR of complaints or suspensions or what have you, the pace of investigation and resolution can be glacial weeks, months, a year is not outside the realms of possibility. The legal advice I have as an elected director is that if I was subject to a written complaint and suspended and that process lasted a year then the fact that I'm suspended does not remove my director's responsibilities or duties and that exposes me as an individual to any decisions that are made in the boardroom that I have no influence over and may or may not agree with but should it all go to custard I would be responsible for and on that basis I think if that these rules are adopted not only would I have to consider my position because I think that leaves me exposed not that I expect to be complained about but who knows but it would make it really difficult for us to go out to a democratic organisation and say to our members do all the education and bring them on as committee members and so on and so forth and say now come on our board or by the way I think the rules that we have at the moment of dismissing directors are black and white and I think this is a grey area and while I agree with the sentiment of it I couldn't agree to embedding it in our rules thank you OK thank you Mark do you want to come back? It is a grey area it's really really difficult and I personally wouldn't want to be the chair or vice chair that was having to deal with this process but I think that the position we're trying to address here is where it was felt that there was no alternative but to suspend a director and if we were in that position now that suspension would be open to legal challenge so I think it's the accepting that this exposes us to slightly different risks it's the risk that we're in that the position we're in now that makes this good enough for now and safe enough to try and all of these things are open to review down the line as well does that help? OK thank you I think we've got more questions Thank you David Orcock from Anthony Collins solicitors you can blame me for this if you like and this is just a clarification really one of the reasons why we recommend including the power to suspend directors in the rules is that unless there is a clear power in the rules to do so because of Jane's point about directors having legal duties there is case law that suggests you don't have the power to suspend and there are times that I spend I think I said at the Patricia's Forum last year I spend a lot of my time dealing with board member conduct issues and sometimes you need to be able to suspend people because of the nature of the conduct involved it isn't a presumption of guilt it is simply because of the nature of the allegations you need to remove that person from involvement with the organisation so our advice was when we were considering the model rules process that unless you have that power you can't there may be some doubt as to whether you can validly suspend someone so that's why we recommend it should be in there in terms of the point about legal duties while you are suspended our view would be that a court would recognise because there was a power to suspend in the rules partly a court would recognise the position you were in when it was considering your personal liability so I don't think you would be held accountable for decisions that were taken in your absence precisely because you've been validly suspended under the rules that would be a defence in my view to an action for that OK, thank you David thanks for that clarification as well can I see if there's any more questions in the room I don't believe there are and I don't think we've got any more online so thank you Mark so Mark has proposed the amendment to the rule book can I get a seconder for the resolution please so I'm looking into the route for resolution thank you principal six are you voting for community shares company everyone has so many different hearts great thank you very much OK thank you so it's now going to be time to vote and as Zina's mentioned earlier this vote has to be conducted as a weighted ballot so we're not going to be using the poll vote this time Zina please can you outline how we would conduct this voting absolutely so as Dawn says we'll be using a ballot for this resolution that means that votes are cast using the weighted voting arrangements details of those weighted voting are available on our AGM webpage and they're calculated using a formula agreed by the board that links to subscriptions all decisions to amend our rule book are made using a weighted ballot and the threshold for the resolution being passed is a 75% majority of those votes cast for a ballot resolution I'm required to ask members to appoint a scrutinyer and that needs to be somebody who is in the room who can independently oversee that the process is being followed properly so could I ask if anyone is happy to volunteer to scrutinyer this vote Phil perfect volunteer as he isn't here from any particular co-op so great that's great thank you Phil for the minutes that's Phil Marsh I'll never say it right sorry so for those of you in the room you'll need to tear off a voting slip and indicate how you'd like to cast your vote we're using vote A voting slip on your cards if you wish to abstain on this vote then please either don't put your voting card in the ballot box or put a blank voting card into the ballot box the tellers will collect your voting slips and then our chief teller Gareth Turner you saw before will oversee the counts and that will be scrutinised by Phil for those of you who are online the ballot for our online attendees will be used using the chat function so that ensures that no other members are able to see how you're voting and those messages just come through to Gareth right so shortly Gareth will send the resolution as a chat message and you're asked to enter the words for, against or abstain into the chat message in a reply to Gareth right we don't use a poll because we need to ensure that appropriate waiting is given and that just enables us to do that here in the room you should be able to see the chat function fairly easily on your screen so once you press enter then you have formally submitted your vote you'll have about two minutes to place your vote but we'll keep an eye on making sure that everybody's had the opportunity to cast their vote online Don, I think that's everything I need to go through unless anyone's got any questions but I can hand over to you just to remind her if you're online you're typing the word for the word against or the word abstain so I don't need to repeat that again No, I think we've got that, good OK, so the poll's open online we're voting in the room as well I've got to say this is very exciting If you've got a voting card that you need to give to a teller if you just hold it up in the air so that we can make sure they're all being collected and if you're voting online if you can send those messages if you can send your message to Gareth Wright, perfect everybody in the room submitted their vote OK, I'll just give a few more minutes for those online So this is exciting, it's not your vision some contest this, wait for the votes to come in Are you asking me to sing? OK, I'll just look to Gareth at the back of the room if he's comfortable that we've given sufficient time for people online to cast their vote OK, we will announce the results of that vote at the end of the meeting, thank you OK, so I think I'm safe to say that the poll is now closed, the voting online is closed OK, so we're going to move on now we'll get to hear the result of that in a moment The next two resolutions relate to our audit firm so I'm going to ask Eddie Thorne, Chair of Audit and Risk Committee to come to the stage please, thank you Eddie Good evening members As chair of the Audit and Risk Committee it is my pleasure this evening to present two resolutions proposed by the board Both resolutions relate to the appointment of our firm of auditors and we will have separate votes for each resolution After a casual vacancy with our firm of auditors occurring in November last year we undertook a competitive tender process albeit earlier than planned This process culminated in the board using the power granted to it in our rulebook to appoint the successful firm Crow UK LLP to fill that casual vacancy A full report of the tender process has been included with the AGM papers and is available on our AGM web page As members can see in that report the criteria used in the tender process reflected feedback from members at our last AGM It ensured that those firms taking part were assessed both in terms of technical skills and understanding of the society model but also how their own organisation demonstrates alignment with the values and ethics of our movement Of the five firms which submitted a bid in the tender process Crow UK LLP were able to clearly demonstrate ways of working that align with our values and ethics The final interview panel of which I was a member also agreed that Crow had the experience and skills required to audit our financial statements with particular experience of auditing co-operatives and not-for-profit organisations Crow came across as a proactive and approachable team who would be pragmatic both with an objective and rigorous approach Their representatives demonstrated the value they could bring to scrutinising our compliance with applicable law and UK accounting standards whilst also offering best practice advice on the areas of risk for co-operative UK Before we move to the resolution to ratify the board's appointment to the casual vacancy Does anyone have any questions about the tender process or the proposal being made? Thanks Eddie Does anyone have any questions? Just give a couple of minutes for people online No questions? We've got one comment online Chris Dabs says he is glad to see a process that included assessment against our values and ethics Thank you Eddie, thank you for that So we'll be asking you to vote on two resolutions relating to our auditors today The first is to ratify the board's decision to appoint Crow UK LRPS auditors Can I get a second up for the resolution please? Thank you, co-op culture Thank you Okay thank you The resolution is on the screen So we'll begin the voting The poll will be on your screen if you've attended online You'll have the 45 seconds to place your vote For those voting in the room we will begin to show cards All those in favour Thank you Any members against the resolution? Thank you Any abstentions? Thank you So we'll just wait for the online result there And Xena, what colour would you call that for a ward? It's incredible that vote took 14 seconds in the room 45 is a very long time Once we're comfortable that everybody has cast their vote online then we will close the poll So not grey then? Not grey So the results online follow those in the room virtually That motion is passed on a majority with one abstention Okay thank you I'm going to look back to Eddie now for the second of the auditor resolutions today Thank you Eddie Thanks Don We will now move to the second resolution The proposal for your consideration this evening is that following an open tender process you members are asked to agree the appointment of Crow UK LLP as auditors to hold office from the conclusion of the meeting until the conclusion of the next annual general meeting Okay thank you So we'll move straight to asking for a seconder for this resolution Can I have a seconder please? Thank you What co-op are you from please? Delta T devices Perfect thank you That was Delta T devices So thank you The resolution is on the screen and we'll begin voting Again the poll will be on the screen for your attending online You'll have 45 seconds to place your vote for those voting in the room Please begin to show cards Thank you very much We're getting used to this I think Thank you In favour Thank you Any members against the resolution? Okay thank you in any abstentions Thank you I'll just give a few more minutes for those online I can confirm that's been unanimously agreed Thank you Thank you Eddie Thank you Okay thank you So our next agenda item is for an advisory vote of members This is explained in the notice of the meeting and I'll hand across to Tanya Noom Chair of the remuneration appointments and succession committee to make the proposal please Thank you Tanya Good afternoon I'm speaking on behalf of our remuneration appointments and succession committee to represent its report for an advisory vote of members An advisory vote means that if you do not approve the remuneration report today a detailed account of relevant policies and processes will be brought to you for approval at the next AGM I wish to thank the committee the remuneration committee in particular to Ross in the room because he also acted as chair during this period This is the second year that the committee known as Remco has produced a report of its work The full document was included in the papers for this meeting and so I hope you have all had the opportunity to read it The report sets out to demonstrate that cooperative's UK's approach to the remuneration and other contractual terms of employees and directors is equitable, transparent and aligns with cooperative values and principles We continue to disclose the total remuneration provided to all members senior staff in our annual report Every member of staff is paid in line with our pay and reward policy which is regularly reviewed by Remco We operate a pay and grading structure that is in line with market practice and standards Benchmark our pay and reward against other employers and Conduct annual pay reviews for all employees through dialogue with our recognised trade union SATA I think that's what I pronounce it SATA Our director of remuneration policy is to pay flat rate and annual fee to directors which is agreed by you, the members The chair receives an additional flat fee also approved by members For the second year there is no proposed increase in directors fees The board has taken the decision to forgo proposal of an increase for another year to reflect the investment needed in delivery of the organisation's new strategy and in light of the challenging trading environment many of our members are experiencing We do, however, anticipate proposing an increase in line with RPI to the 2023 AGM In terms of Remco's activity in 2021 the committee introduced a new process for setting and reviewing objectives for the CEO fulfilling its remit to recommend appointments to subcommittees and external organisations oversaw work to review the pay and reward policy and approve the approach to annual salary increases Remco also led work with the board around culture and diversity equity and inclusion and a whole board performance appraisal More details on the activities of Remco are included in the report put to you at this meeting In line with the summary I have provided a like to formally propose the resolution on the agenda today Members are asked to approve the remuneration committee report for the year ended 3 December 2021 I'm happy to take any questions Thank you Okay, thank you Tanya Tanya has proposed the advisory vote on the remuneration report Has anyone got any questions for Tanya? Just bringing a mic for the question in the room Thanks Tanya that's a good report but my question Sorry Nick Matthews, I'll take my copy I don't like not increasing the fees for directors I can understand why you've made the decision but I think the problem is that you end up having a situation where you have to get quite big cash drops later down the line I think it's better if you do it incrementally a bit each year rather than having to make huge increases Since the board is now reflecting more of the wider movement a lot of the people on the board are coming from highly paid cooperative positions and quite frankly a board fee of $1,700 for the workload we expected board members I know how to tell some but it's not reflective of the kind of work we want them to do so I'm just rocking your card that next year it's got to be at least the RBI increase but the danger of that is it could be quite a big number because we haven't you didn't do it this year I appreciate your comment Nick and when I was in Remco your thoughts were in my head all the time so I did think about that the board made that decision and I think like you it's important to have those increases because you don't have a big jump we do understand that but as I said reflecting what's going off in the economy etc and most of us on any co-op board don't do it for the remuneration we do it because we love doing it and some co-ops don't pay any remuneration for their work so even the subcommittees don't get any additional fees because we love it but I know that's not right either Nick so I take your point on board this time next year we're in a good position to be able to bring a proposal so thank you for your question thank you Tanya any further questions I don't believe they're in the room okay so we're going to move on I need a second up please second the Tanya's motion thank you John okay so the resolution will be on the screen in a second that's lovely thank you okay so I'll read that out again thank you the resolution's on the screen it will be voting again the poll will be on the screen if you're attending online you have 45 seconds to place your vote for those in the room I can see you those in favour please thank you very much any members against the resolution please thank you and any abstentions there's an abstention thank you very much we just wait for the online results yep just give that another second to check everything's voted okay so that motion has passed with everyone voting four and then two abstentions okay thank you so we should now have the result of the other rule amendments yep I can confirm the scrutiny isn't back in the room assuming that isn't a problem I can confirm that on a majority the motion has passed to amend the rule book we will just wait for the scrutiny to come back in to confirm that he is comfortable with the process the scrutiny is comfortable with the process that's been followed and that the rule book will be amended to include that addition okay thank you so Zina can you provide an update following the recent director elections and appointments I can so we've had one board seat election this year which is the seat allocated to co-operative development body members and after a contested election with five nominees for that seat I can confirm that Dave Boyle nominated by principle six has been elected to co-operatives UK boards Dave Boyle is in the corner congratulations Dave and some other changes to our board Fiona Ravenscroft will take the seat on the board appointed by Amid Counties co-operative and Kath Muller of Footprint workers co-operative has been re-appointed to the board seats that's allocated to worker co-ops that should say to one of the board seats allocated to worker co-ops I'm pleased to say that some of our new directors are here this evening some of them online obviously you've already met Dave and of course those elections and appointments are a result of some directors who are stepping down who are also here this evening Don I think you want so few words about those people who are leaving us Yeah I definitely do so we've three directors leaving the board this year Lois Hill who only served a year on the board but she's lost a seat on the co-groups national member council it's a shame to lose Lois after so soon but hopefully we will see her again in the future Lois Mark Simmons is stepping down after six years on the board and Mark has been a huge asset to the board bringing his experience and expertise of a whole range of co-operative organisations and governance models just to finish this off Mark has been a chair of our governance committee for the past few years and he's also stepping down from the governance expert reference panel you've been very busy and we thank you for everything you've done so no expense card we've given you there and I don't know if you'd like to say a few words if you would we'll be happy to hear from you I wasn't going to or expecting to but it's been a real pleasure I mean it was when I joined the board some people almost hinted that it was a bit of a poison chalice but I actually found it really entertaining exciting educational and I might be back you never know gosh we've been left on a cliffhanger there put in thank you and also finally this is also the moment when Vivian Woodale stepped down from the board after nine years I'm imagining that almost everyone in the room knows Vivian whether you're an established part of the co-operative movement or part of the emerging new sector Vivian will have made his mark we've had the benefit of his wealth of co-operative knowledge and we've turned to him on many occasions me personally that's hard to imagine a boardroom with Acton Vivian thank you for everything thank you for all your guidance it's just been a great honour to serve the movement by serving on the board of co-operatives UK and it's also been fantastic to work with the people involved both the colleagues who work there and the fellow board members and I think we forget sometimes how invigorating it can be to be part of an organisation that has real purpose and vision that has a long tradition but is all about changing the world in the future as well and I think we've gone through an awful lot in the last nine years so it's been great to be part of it I shall remain connected to co-operatives UK of course in many ways but yes thank you very much for your kind remarks thank you Vivian you will notice that I've been following a script pretty closely this is a script that Zina puts together for me is secretary society secretary but Zina is stepping down from society secretary following this meeting and will be joining our advice team I know I'm in trouble now because I promised I wouldn't say anything but Zina thank you so much for everything you've done for the society I'm glad you're not leaving us and you'll still be there so we can still rely on your expertise and on behalf of your colleagues and from the board of directors we'd like you to accept these flowers from us as our grateful thanks from my new line manager thank you thank you thank you that's fine it will be I mean it will be a great opportunity to be out with members again which is where I came in to co-operatives UK was in the advice team many years ago but it will be odd not being in the boardroom I've been in every board meeting with no apologies for oh no I took maternity leave that doesn't count does it for 11 years I think it is because before I was secretary in the room doing the minutes so yeah enjoy everyone about me in the room thank you very much and please don't be too upset we'll ask for that one well that's it from us thank you to members attending this year's meeting thanks to those online we're back to begin the evening congress celebrations so hope to see you soon and thank you very much