ANNUAL GENERAL MEETING 2013 6pm, Monday, 24 June, Royal Commonwealth Society Draft Minutes

1. Welcome & apologies

Mr Peter Kellner, Chairman of the Royal Commonwealth Society welcomed members to the Annual General Meeting. Apologies were received from Peter Leppard and Alison Harvey.

2. Minutes of the 2012 AGM

The Minutes were passed unanimously

3. Address by the Chairman Mr Peter Kellner

Mr Peter Kellner stated that this was his last year as Chairman. Last year was extraordinarily successful for the Society, with the Commonwealth Schools Enterprise Challenge, the Campaign to end Child Marriage, the Carol Service at Saint Martin’s and the Commonwealth Observance where 1,000 children from a variety of schools participated. The record entries for the Annual Essay Competition was exceeded by the 80,000 entries to the Jubilee Time Capsule whose climax was a visit by Her Majesty the Queen in November to the Society premises to be presented with a tablet containing the best entries, celebrating her 60 years on the throne. Mr Kellner paid tribute to the hard work of the Branches, Council and staff during the year and in particular Mr Danny Sriskandarajah, the former Director, who left for Johannesburg in the New Year to join CIVICUS. The Chairman then looked at the financial position of the Society. At last year’s Meeting, Members were told that agreement had been reached with the Africa Centre for a co-habitation in Northumberland Avenue and that Heads of Agreement were signed. Sadly this did not work out but an alternative offer was then received from the owners of Citadines to purchase the lease. It was agreed to sell the lease on 17/21 Northumberland Avenue to Citadines and to release the lease on 25 Northumberland Avenue back to the owner. Council did not reach this decision easily, as the loss of the Club facilities is a great blow for members but their duty is to maintain the Society and this solution removed the real threat of liquidation, ensured the Society is solvent and can look to the future with financial security. Chairman Peter Kellner advised the meeting that there would be a review of governance following which proposals for change would be brought to members at a Special General Meeting toward the end of the year.

The Chairman then introduced Mr Mike Lake, who took over as Interim Director in January. A career soldier, he oversaw the merger between Help the Aged and Age Concern and is well placed to see the Society through the transition. Mr Kellner announced that his intention was always to step down once the finances of the Society were secure and he felt the appropriate time was now. Council had unanimously asked Ms Claire Whitaker to be Interim Chair to take the Society through to the next phase, an exciting time for the Society and a challenging one for the Commonwealth. He concluded by a call to uphold the core values of the Commonwealth and asked Mr Mike Lake to present his thoughts for the future.

4. Address by the Interim Director Mr Michael Lake (Transcript)

I think I can make best use of the time this evening by giving you brief updates on the priorities entrusted to me by the council as we look to the future. I might start by saying that I am always conscious of our financial circumstances.

There is much focus on the loss of the club but, of course, in addition to the loss of a facility and home, we have also lost the income albeit an income that was neither meeting our costs nor contributing to reduction of our debt. Selling the lease on 17/21 Northumberland Avenue was the only available and viable way to clear the historical debt afflicting the society, but almost as important from a p and l perspective was for us to extricate from a lease on no 25 that was costing us c £150k a year in rent and associated costs. The position now, however regrettable in losing the club, is that we are free of debt and free to develop a new financial plan. My immediate priority is to move the society to a new home and while doing so to ensure that we retain safe-keeping of our reputation and the esteem in which the society is held. As many of you will know, the club will close on 28 June, in a few days time. Shortly thereafter, we will terminate our lease on no 25 and move our offices into no 17/21 Northumberland Avenue. This sideways hop will afford us the time and opportunity to restore the dividing walls and to complete a clearance project to sift out the papers and artefacts that we need to retain and to clear the rubbish accumulated over the last decades or so.

I should stress that the Commonwealth Clock takes a prominent place in our plans and we are currently in negotiations with Buckingham Palace for this historical treasure to be held on loan, pending the possibility of some other decision or future opportunity. Meanwhile I am pleased to report that we are in discussion to finalise plans for new home for our offices and I am planning on having this sorted out in the next few weeks. Clearly there are many competing factors to consider of which affordability is high on the list. What is clear, is that my attention is focussed on the offices only and there is no plan or intention to operate a new club premises.

I am, as I said earlier, constantly aware of our financial circumstances. The society is now being managed by seven full time employees, of whom two, myself and Hilary Greengrass, who is responsible to me for membership matters, are on short term contracts. There are in addition, currently two part-time staff and two volunteers this is a very tight team and it is very stretched at present. My intention is that we will maintain a small and agile structure of about this size to manage a broad and diverse portfolio of responsibilities.

While the property related issues have been front of mind ever the last few months, I have also regarded our members as a priority. We had a duty of care to members and I believe that we have exercised this responsibility to the best of our ability and to generally satisfactory effect. Some 300 members have transferred under arrangements made by the Society to alternative clubs and a small percentage has taken the opportunity of a refund. If you have not yet confirmed your requirements, please do so promptly with the membership team.

It is my intention now to run down the administrative support given to our existing membership, as meanwhile we develop and grow a new membership arrangement. Meanwhile, those who are members on the date of the AGM will be deemed members until 31 December so they will be able to contribute to the governance review and the proposed General Meeting. No membership fees will be involved.

You will find in your AGM packs, a paper marked “the Society’s new international network”. This gives an outline prospectus for the new membership and I wanted to give you some of the highlights. A more detailed paper has been sent to specific groups for consultation and the new proposition will be launched in September. In the meantime, if you have questions about the details of this proposal, please do speak to one of my colleagues at the back of the room or to me later.

Clearly we will no longer have a club premises of our own and so the membership will need to be built differently.

Our current membership is predominantly London and mainly UK based and I believe we should be growing the new membership throughout the commonwealth.

The commonwealth demography is generally younger than the case in the UK and so we need to be relevant to and accessible by the youth of the commonwealth. A consultation process has been undertaken on how all this might work. I have sought advice from all current branch chairmen, 2% of the current membership and a full range of project partners from across the commonwealth, representing a cross section of audiences and ages. They have been asked to provide feedback and ideas to build into the new offer for September.

Can I turn now to Branches. The RCS has affiliation with some 71 branches or societies throughout the commonwealth. It is a fact that not all these organisations have close operational ties with the society and not all are connected with the membership.

I very much hope that this invaluable network of Commonwealth focus can be revitalised, be re-connected amongst itself and rejuvenated with a fresh recruitment of members. The Society needs both members and branches to flourish and we have to find the formula that will grow both to be strong and effective in support of the Society objectives. It is my intention that we will launch this new membership and network arrangement in September. This will herald the dawn of the new Society.

My fourth priority has been to help the council to review our strategic objectives. What is the Society in its new form? What is its charitable focus and how does it s work fit in with the remainder of the Commonwealth family? As you can imagine, this is not a simple exercise and it will be work in progress for some time to come. One key reason for this elongated process is that the Commonwealth Secretariat and the foundation are themselves immersed in reviews and implementation of new strategy and it will take time for this emerging picture to settle down with clarity. Another reason is that the 100 or so registered Commonwealth organisations are all in various states of flux and disarray. In common with the charitable sector at large, the Commonwealth Civil Society institutions are suffering from a lack of funds and this again is creating uncertainty.

All of this represents a great opportunity for the Society. Our reputation is strong and I am pleased to report that we have recently been asked to take – on the secretarial support for the APPG on the Commonwealth. We have also agreed to take on responsibility for another Commonwealth organisation involved in work that is compatible with our own. I hope to make a public announcement on this in the next few weeks.

I know that many of you will be familiar with the long standing Essay Competition and I think that the fact that this year we have had over 12,000 entrants, the most ever, illustrates well the continued strength of the society. For more information on this project and our other charitable programmes in the pipeline, may I turn your attention to the paper in your packs entitled “the Society’s charitable programmes going forwards”.

This paper contains a summary of the charitable work that we are undertaking and that we will continue to work on through our transition period. It is, I think an impressive portfolio and illustrative of the important role that the Society has, continues to have and will have in the future. Of course, none of this is possible without money and I have to re-emphasise my focus on the financials. The society will need a change of culture if we are to flourish. Much of the work we do is either suitable for co-funding with partners (eg Sri Lanka and International Alert) or is fundable by sponsors (eg essay competition). We need to get better at this and ensure that we can fully cover our costs of any work that we undertake. Meanwhile we need to attract philanthropic support to provide a reserve against getting into this position again. The Palace are supportive and I will be having an early discussion with our prospective new President to work on a plan to develop a reserve.

Our current financial position predicts that we can operate for a couple of years and we have to accept that some investment in our future is necessary if we are to do more than just survive as we move through transition from the past to the future.

This is a moment for imagination and for boldness. The Society undoubtedly is a crucial part of the Commonwealth. There is every reason to believe that we can build on our new situation and begin an era for the Society that we can look forward to with enthusiasm and pride.

Mr Kellner then invited questions or comments:

a. Mr John Seekings said he had joined the Society 60 years ago when it was the Royal Empire Society. He said the changes were disappointing but realistic. He felt that the Royal Commonwealth Society was the organisation best placed to champion the need for the Commonwealth.

Mr Kellner and Mr Lake both agreed that the Society could be optimistic about its purpose and its future.

b. Mr Richard Bourne said he had been shocked to learn that the Club was closing and he asked for greater transparency over future plans.

Mr Kellner said he accepted that Members had not been informed at every step because throughout the various events leading to resolving the financial position, Council had had to respect the need for commercial and contractual sensitivities. He said that he expected a full and timely engagement with Members as the Council considered a review of governance. Mr Lake said that a consultation paper on review in progress had been sent to a representative group of Members and to branch chairs. He anticipated that a General Meeting would be held in December to consider changes. c. Miss Karen Brewer said the Society Rules were not Edwardian, as described by Mr Lake. They had changed recently and she had been involved with the revisions. She hoped that the knowledge and contribution of members would not be dismissed and that there would be full consultation. She said that she thought the development of a stronger international membership would be difficult without a Club. Mr Lake said that he had not wished to cause offence, but he had to disagree about the Rules. They were, in his broad experience of governance, outdated and out of line with the new circumstances of the Society. He agreed that the loss of the Club meant that the Society would need to develop a new character but he hoped that members would seek inspiration from the future and from new opportunities rather than dwelling on the past.

d. Mr Alastair Niven said he shared the previous speakers’ feelings and he felt disenfranchised as a Member of 40 years. He felt the reports of the Members meetings did not reflect the complaints expressed at the time. He doubted that new young members would be prepared to pay for information.

Mr Lake said that the intention was to grow membership through the Commonwealth amongst those with a genuine interest in its future. He had no expectation of raising money from fees as Mr Niven implied but if membership could be raised from 1700 to 17000, there would be intrinsic value in the enlarged data base.

e. Mr John Barstow wished to comment that he had attended his first Annual General Meeting in 1998. He said it was important to save the Society and to promote the Commonwealth.

Mr Kellner and Mr Lake agreed.

f. Mr Julian Metcalfe asked for transparency and for the full Membership prospectus to be on the website. He also expressed surprise that Council had not been represented at the Membership meetings.

Mr Kellner said that there had never been any intention to keep members in the dark, but discussions over the last year or so had been sensitive and the Society was bound by confidentiality agreements. Mr Lake said that he took full responsibility for the Membership meetings and it had been his judgement and recommendation that he would be best places to answer questions. He said the broad reaction to the meetings had been positive.

g. Miss Myra Green said that the Prospectus for the Society was very exciting and she looked forward to the launch of the RCS in its new form. She wondered how work would be funded in the future. Mr Lake said that he shared Miss Green’s enthusiasm for the future. Funding was a great challenge and he noted that Council had made clear to him the need for a sound business plan with regular monitoring.

5. Elections / Appointments

Mr Kellner then announced that in accordance with Society Rules, Council had taken decisions on the following Elections and Appointments:

a) Lord Howell of Guilford as President

b) Mr Godfrey Hall as a member of Council

c) Mrs Elizabeth Smith as a member of Council

d) Co-opted and Vice-Presidential members of Council

Mr David Ives and Ms. Patricia Kelsey as co-opted members for one year . H E Ruth Elizabeth Rouse as Vice-president of Council. H E Ruth Elizabeth Rouse will be stepping down in August at the end of her tour of duty.

Miss Brewer made the point that the Annual General Meeting had not agreed the appointments of Council members, as in the past. Mr Ian Hempseed, the Society’s Trust Lawyer said that the Rules were clear in that for elections for Councillors, they were deemed to be elected if the number of nominations was less than the number of vacancies, as was the case.

For clarification, the Chairman then asked if there were any objections to the above. No objections were made.

6. To consider the Trustees’ Report and Financial Statements for the year ended 31 December 2012.

The Treasurer, Mr Michael Bostelmann, presented the Annual Report and accounts. Last year saw a drop in Membership revenue from £440 000 to £336 000 but this was improved by a collection of arrears organised by the membership team. Programme income also dropped but Club Income increased, although not by enough to correct the situation. High salary costs, property costs and interest costs on borrowings of £4.1 million, together with the bank’s call to repay some of the borrowing proved a burden. The extension into 25 Northumberland Avenue, the great costs and debt followed by a severe economic downturn proved not to be sustainable. Last year a sale of the lease was agreed which would have allowed the Society to stay in the property but this did not happen and eventually a new sale was agreed at a price the Society was advised was good. A solution was then required for the high rental liability of 25 Northumberland Avenue and consequently the Society had released itself from its lease. This has enabled the Society to repay its borrowings, and take forward an endowment when it leaves the property for a future as a focussed charity with a simpler model.

Mr Bostelmann recorded the hard work and dedication of the Financial and General Purposes Committee which met regularly during that period.

The Chairman then expressed his gratitude to Mr Bostelmann for his determination and intelligence in seeing the Society through this difficult period and asked for a round of applause.

The trustees having approved the Accounts, they were presented to the Members.

7. To consider the re-appointment of Saffery Champness as independent auditors

This motion was proposed by David Ives and seconded by Claire Whitaker

8. Any other business:

Mr Peter Kellner then passed the Chair to Ms Claire Whitaker who had been appointed by Council, in accordance with the Rules of the Society, to take over as Interim Chair. Ms Whitaker said she was delighted to be Interim Chair at a key time in the long history of the Royal Commonwealth Society. She hoped that her 20 years experience of working with young people would prove useful and looked forward to maximising the important role of the Royal Commonwealth Society in the Commonwealth. She thanked fellow members of the Financial and General Purposes Committee who had gone beyond the call of duty to ensure the RCS has a future, which had not always evident over the past few years. Ms Whitaker thanked Council for their work but particularly Ms Catherine Chin who was standing down as Councillor. Finally she thanked Mr Peter Kellner personally and on behalf of Council, for his fearsome intellect and wit which would be sorely missed. She looked forward to working closely with Mr Mike Lake and his small team and declared the AGM closed.