AGM 2010 Minutesx - GS1 UK
AGM 2010 Minutesx - GS1 UK
AGM 2010 Minutesx - GS1 UK
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<strong>AGM</strong> Minutes 9 th November <strong>2010</strong><br />
To: <strong>GS1</strong> <strong>UK</strong> Members<br />
Minutes of a meeting held at The Grand Connaught Rooms, 61-65 Great Queen Street, London, WC2B 5DA<br />
Members Present<br />
Name<br />
Company<br />
Tony Engleman<br />
AdvanceFirst Technologies Ltd<br />
Alan Winsbury<br />
Atlas Products Ireland Ltd<br />
William Pugsley<br />
Atlas Products Ireland Ltd<br />
Steve Cross<br />
ATMS<br />
Bob Stevenson<br />
Axicon<br />
Brian Marcel<br />
Bar Code Systems (London) Ltd<br />
Greg Tanner<br />
Bar Code Systems (London) Ltd<br />
Lee Tate<br />
Board Strategies<br />
Dave Hodges<br />
Brandbank<br />
Ed Collins<br />
Brandbank<br />
Rob Tarrant<br />
Brandbank<br />
Alison Wiltshire<br />
BT Global Services<br />
Keith Sherry<br />
BT Global Services<br />
Prof. Richard Wilding<br />
Cranfield School of Management<br />
Danny McCarthy<br />
CSM (United Kingdom) Limited<br />
Philip Leslie<br />
Dectag<br />
Lawrence Hutter<br />
Deloitte MCS Limited<br />
Lee Metters<br />
Domino <strong>UK</strong> Ltd<br />
Douglas Barber<br />
GEM<br />
James Barber<br />
GEM<br />
Matthew Stephenson<br />
<strong>GS1</strong> <strong>UK</strong> Supervisory Board<br />
Alice Wood<br />
GXS Ltd<br />
Jonathon Berg<br />
GXS Ltd<br />
Rob Minns<br />
GXS Ltd<br />
Terry Cramphorn<br />
Herbert Retail Ltd<br />
Nitesh Hirani<br />
Hirani Industries<br />
Justin Suter<br />
IBM<br />
Ian West<br />
IBM United Kingdom Ltd<br />
Tony Corkett<br />
InviSys Ltd<br />
John Jenkins<br />
JJ Associates<br />
Helen Mollart<br />
Kodit Database Limited<br />
Steve Coussins<br />
Life Member<br />
Prof. Tom McGuffog<br />
Life Member<br />
Stefan Hesse<br />
Makro Self Service Wholesale<br />
<strong>AGM</strong> <strong>2010</strong> Minutes.docx Page 1 of 8
<strong>AGM</strong> Minutes 9 th November <strong>2010</strong><br />
Hugh Cockwill<br />
Hywel Williams<br />
Joanne Morgan<br />
Robin Kidd<br />
Sarah Jordan<br />
Iain Howarth<br />
Jon Graves<br />
Lisa Beattie<br />
Jon Bemrose<br />
Mike Coupe<br />
Neil Batchelor<br />
Richard Scott<br />
Gregory Matis<br />
Kate Fellick<br />
Tessa Brai<br />
Steve Agg<br />
Bernard Auton<br />
Adam Swanson<br />
Roger Heafield<br />
Jon MacFarlane<br />
Mobilize<br />
National AIDC Centre for Wales<br />
Nestle <strong>UK</strong> Limited<br />
Nestle <strong>UK</strong> Limited<br />
Nestle <strong>UK</strong> Limited<br />
Open Range Ltd<br />
Packaging Logistics Services Ltd<br />
Premier Foods<br />
R&R Ice Cream <strong>UK</strong> Ltd<br />
Sainsburys Supermarkets Ltd<br />
Sato <strong>UK</strong> Ltd<br />
Sato <strong>UK</strong> Ltd<br />
Spilt Milk Music Limited<br />
St Richards Hospital CSSD<br />
St Richards Hospital CSSD<br />
The Chartered Institute of Logistics<br />
The Chartered Institute of Logistics<br />
Transalis Ltd<br />
Truimph International Ltd<br />
Unilever <strong>UK</strong> Limited<br />
Members Present<br />
Eric Kirby<br />
Peter Jordan<br />
Unilever <strong>UK</strong> Limited<br />
Life Member<br />
In Attendance<br />
James Spittle<br />
Graham Clarke<br />
Gary Lynch<br />
Gemma Haworth<br />
Tom Barry<br />
<strong>GS1</strong> <strong>UK</strong> Chairman<br />
<strong>GS1</strong> <strong>UK</strong> Financial Director/Company Secretary<br />
<strong>GS1</strong> <strong>UK</strong> Chief Executive/Life Member<br />
Minutes Secretary<br />
<strong>GS1</strong> <strong>UK</strong> Supervisory Board Member<br />
Apologies<br />
Augustina Fashola<br />
Adrian Conway<br />
D Myres<br />
S Brown<br />
F L Minnear<br />
David Stothard<br />
H Afiz<br />
Asif Siddiqui<br />
2D Marketing Ltd<br />
Abcon<br />
AIDC Solutions<br />
Albert Brown Ltd<br />
Alucard Publishing<br />
Apollo Gardening<br />
Aqua Natural Ltd<br />
ASGS (<strong>UK</strong>) Ltd<br />
<strong>AGM</strong> <strong>2010</strong> Minutes.docx Page 2 of 8
<strong>AGM</strong> Minutes 9 th November <strong>2010</strong><br />
J Hayden<br />
N John<br />
Duncan Lennard<br />
B Brown<br />
Martin Dobson<br />
Marcus Dunsmore<br />
Zoe Wallace<br />
C Spiby<br />
David Nettleton<br />
Professor Lynette Ryals<br />
A Arkinstall<br />
Kevin Skinner<br />
Eva Kalenda<br />
J Hally<br />
R Howel<br />
David Geary<br />
Sir Moir Lockhead<br />
Ali Sancar<br />
Mark Ferrar<br />
Richard Pratt<br />
J Hopwood<br />
Mark Brackley<br />
David Aspen<br />
Jill Vaudin<br />
Craig Story<br />
Alan Boxer<br />
David Elloitt<br />
Roger Till<br />
A Stevenson<br />
Robert West<br />
P Steadman<br />
Susan Martindale<br />
Steve Gray<br />
James McCarthy<br />
Frank Bell<br />
Chris Tyas<br />
Ian Peake<br />
T Oliver<br />
Stewart Oades<br />
Alun Price<br />
<strong>AGM</strong> <strong>2010</strong> Minutes.docx Page 3 of 8<br />
Blanchford & Co<br />
Blue Max Group Ltd<br />
Brakes<br />
Breezement Farm<br />
Bristol-Myers Squibb<br />
Cadbury Plc<br />
Cadbury Plc<br />
Caroline’s Dairy<br />
Coriely Ltd<br />
Cranfield University<br />
Creative Yarns Ltd<br />
Easylink Services International Ltd<br />
Eva Kalenda<br />
F A Richard Ltd<br />
Fabris Lane Ltd<br />
Fatherson Bakery<br />
FirstGroup<br />
Gamma Import/Export Ltd<br />
<strong>GS1</strong> <strong>UK</strong> Supervisory Board<br />
<strong>GS1</strong> <strong>UK</strong> Supervisory Board<br />
Intellident<br />
Jade Communications Ltd<br />
Jana Ltd<br />
Jill Vauidin Publishing<br />
Kodit Database Limited<br />
Life Member<br />
Life Member<br />
Life Member<br />
Longday Foods<br />
L’Oreal (<strong>UK</strong>) Ltd<br />
Makro<br />
Mitchells & Butlers plc<br />
Mobilize<br />
Motorola/Symbol Technologies<br />
Moulson Coors<br />
NestleIan Peake<br />
O-I Manufacturing <strong>UK</strong> Limited<br />
Olivers Cider and Perry<br />
Palmer & Harvey McLane Ltd<br />
Premier Foods
<strong>AGM</strong> Minutes 9 th November <strong>2010</strong><br />
Eugene McElhatton<br />
John Hall<br />
Apologies<br />
J Gough<br />
Harry Lymburn<br />
J Wilkes<br />
I Mendonca<br />
Darren Brown<br />
Barry Davis<br />
Richard Copperthwaite<br />
Mike McNamara<br />
Richard Copperthwaite<br />
S Sticker<br />
Ian Bucklar<br />
I Rainsford<br />
A Campbell<br />
Graeme McFaull<br />
A Ford<br />
Andrew Plews<br />
Alasdair Garnett<br />
Procurra Solutions Ltd<br />
Procurra Solutions Ltd<br />
Regent Medical Ltd<br />
SafeSol Limited<br />
Solitaire Payphones<br />
Southport Ormskirk NHS Trust<br />
Stena Line Limited<br />
Tesco Stores Ltd<br />
Tesco Stores Ltd<br />
Tesco.com<br />
Tesco.com<br />
The Sticker Factory Ltd<br />
TRS Supplies<br />
Verbatim Europe<br />
Wallace Collection<br />
Wincanton Group Ltd<br />
Winterbotham Darby<br />
WM Morrison<br />
World Duty Free<br />
<strong>AGM</strong> <strong>2010</strong> Minutes.docx Page 4 of 8
<strong>AGM</strong> Minutes 9 th November <strong>2010</strong><br />
Introduction<br />
The Chairman welcomed members to the 34th Annual General Meeting of <strong>GS1</strong> <strong>UK</strong> Limited and noted that the<br />
meeting was quorate. The Chairman drew attention to the <strong>GS1</strong> <strong>UK</strong> Competition Policy, a copy of which was available<br />
at the meeting, and which members accepted in agreeing to participate in the meeting.<br />
In accordance with the resolution passed at the 2007 Annual General Meeting, the Calling Notice for the <strong>2010</strong> Annual<br />
General Meeting had been made available to members electronically via the <strong>GS1</strong> <strong>UK</strong> Website, members were<br />
notified of its availability by email (where possible). Members who had opted out of electronic communications had<br />
been sent a link to the Calling Notice which was displayed in the website<br />
As part of this process, members were invited to appoint proxies online and an increased number of proxies had<br />
been registered this year.<br />
The notice of the meeting was taken as read.<br />
1 To approve the minutes of the previous Annual General Meeting held on Tuesday 10 November 2009<br />
The draft minutes of the 33 rd Annual General Meeting had been made available to members on the <strong>GS1</strong> <strong>UK</strong> Website<br />
and copies were included in packs at the meeting.<br />
Proposer<br />
Seconded<br />
John Jenkins – JJ Associates<br />
Peter Jordan – Life Member<br />
The meeting then approved the minutes of the last meeting as a true and accurate record by a show of hands.<br />
2 To receive and adopt, if thought fit, the Financial Statements for the year ended 30 June <strong>2010</strong><br />
The Financial Statements for the year ended 30 June <strong>2010</strong> were made available on the company website in<br />
September, copies were also provided to attendees at the <strong>AGM</strong>.<br />
The Chairman invited Graham Clarke, Chief Financial Officer, to introduce the Financial Statements.<br />
Mr Clarke presented the Financial Statements and in summary reported that we had suffered a tougher year than we<br />
are used to but we had still had a successful year and had achieved all of the key objectives. We remain in a strong<br />
financial position retaining the ability to continue investing in improved services for members.<br />
Mr Clarke closed the presentation by informing the meeting that this was to be his final <strong>AGM</strong> as Finance Director and<br />
wanted to thank the members for their support over the last seven years.<br />
No questions were raised.<br />
Proposer<br />
Seconded<br />
Robin Kidd – Nestle<br />
Keith Sherry- BT<br />
The meeting then approved the Financial Statements for the year ended 30 June <strong>2010</strong> by a show of hands.<br />
3 To re-appoint Kingston Smith LLP as auditors and to authorise the Supervisory Board to fix their<br />
remuneration<br />
The Chairman informed the meeting that Kingston Smith had confirmed their willingness to continue to act as<br />
Auditors for <strong>GS1</strong> <strong>UK</strong>.<br />
Proposer<br />
Mike Coupe – Sainsbury’s Supermarkets Ltd<br />
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<strong>AGM</strong> Minutes 9 th November <strong>2010</strong><br />
Seconded<br />
Keith Sherry – BT<br />
The meeting approved the re-appointment of Kingston Smith as auditors and for the Supervisory Board to fix their<br />
remuneration by a show of hands.<br />
4 Election of Officers of the Association<br />
The Chairman informed the meeting that Mr Christopher Tyas was to step down as Vice Chairman of the <strong>GS1</strong> <strong>UK</strong><br />
Supervisory.<br />
As required by Article 20 (a) (1) the Supervisory Board had prepared the nomination of a candidate suitable for the<br />
appointment to the office of Vice Chairman.<br />
Vice Chairman<br />
Stefan Hesse, Makro<br />
Proposer<br />
Seconded<br />
Steve Coussins – Life Member<br />
Peter Jordan – Value Chain Vision<br />
The meeting then voted by a show of hands the appointment of Mr Stefan Hesse as the Vice Chairman.<br />
5 To elect the (Non Executive) Members of the Supervisory Board<br />
In accordance with Article 24 (a) (3) the three longest serving members of the Supervisory Board who are retiring by<br />
rotation this year are:<br />
• Richard Copperthwaite<br />
• Matthew Stephenson<br />
• Lee Tate<br />
Mr Copperthwaite and Mr Tate had agreed to stand for a further term.<br />
Other members retiring from the board from choice were:<br />
• Richard Pratt<br />
• Karen Winney<br />
A replacement Non Executive Director was also required for Stefan Hesse following his appointment as Vice<br />
Chairman. The number of vacancies therefore was six.<br />
Candidates standing for appointment as Non Executive Directors<br />
Nominated under Article 20 (a) 4, by the Supervisory Board<br />
• Richard Copperthwaite<br />
• Lee Tate<br />
• Marcus Dunsmore<br />
• Duncan Lennard<br />
• Lawrence Hutter<br />
• Graeme McFaull<br />
Nominated under Article 20 (e), by the Membership<br />
• Bill Pugsley<br />
• Ian Bucklar<br />
• Philip Leslie<br />
• Peter Jordan<br />
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<strong>AGM</strong> Minutes 9 th November <strong>2010</strong><br />
Biographical details for each of these candidates were supplied in the Calling Notice.<br />
The Chairman informed the meeting that as there were only six vacancies on the Supervisory Board, members of the<br />
meeting should vote for six candidates only.<br />
The votes were then cast and added to the proxy votes received. The successful candidates were then announced<br />
as:<br />
• Richard Copperthwaite<br />
• Lee Tate<br />
• Marcus Dunsmore<br />
• Duncan Lennard<br />
• Lawrence Hutter<br />
• Graeme McFaull<br />
The Chairman congratulated the successful candidates and thanked all candidates for standing for election.<br />
6 To receive reports from the Chairman and the Chief Executive on the Association activities and<br />
progress since the last Annual General Meeting<br />
The Chairman addressed the meeting and reviewed the past year which has seen <strong>GS1</strong> <strong>UK</strong> achieve the key<br />
objectives set out in the Strategy Plan. We have delivered greater levels of service and experienced a growth of over<br />
one thousand members. A copy of his report is included in the Annual Review 2009-<strong>2010</strong>.<br />
The Chairman then invited Gary Lynch, Chief Executive, to present his report.<br />
Mr Lynch then set out the current Strategy Plan for <strong>2010</strong>-2013. A copy of his report is also included in the Annual<br />
Review 2009-<strong>2010</strong><br />
No questions were raised for either presentation.<br />
7 To transact any other competent business<br />
Mr Brian Marcel from Barcode Systems (London) Ltd stated that he was unhappy due to the recent addition of the<br />
Bar Code Image Service which had been launched as part of <strong>GS1</strong> <strong>UK</strong> Online. He felt that this service was<br />
jeopardising his business and as a member was not in the ‘spirit of working together’. He stated that he had been in<br />
correspondence with the Chief Executive about this matter but felt that the responses received were not satisfactory<br />
and wished to know when <strong>GS1</strong> <strong>UK</strong> would cease this service.<br />
The Chief Executive explained that in his letters he had said that the Bar Code Image service was a natural extension<br />
to <strong>GS1</strong>’s core activity of issuing numbers and was a service that many small businesses had asked <strong>GS1</strong> <strong>UK</strong> to<br />
provide. He added that a number of web based organisations had also stated to offer illegal GTINS and associated<br />
images and <strong>GS1</strong> <strong>UK</strong> felt that it had to offer a similar service to ensure that duplicate barcodes did not enter the <strong>UK</strong><br />
supply chain.<br />
Mr Lynch went on to explain that doing the scoping of <strong>GS1</strong> <strong>UK</strong> Online (the members portal), many stakeholders were<br />
consulted, including, some Solution Providers before the service was launched.<br />
With regard to not receiving a satisfactory reply, Mr Lynch said that on receipt of the first letter he had made a change<br />
to the Imaging Service web page highlighting that <strong>GS1</strong> Solutions Providers offer this and many other value added<br />
services and included a link to the solution provider finder.<br />
Mr Marcel asked why, as a Solution Provider, he was not asked to take part in the Survey, Mr Lynch responded by<br />
stating that he would look into this and stated that he would be available after the meeting to discuss this matter<br />
further.<br />
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<strong>AGM</strong> Minutes 9 th November <strong>2010</strong><br />
8 Retiring Board Members<br />
The Chairman thanked the retiring board members for all of their hard work during their time on the board.<br />
9 Date of the next Annual General Meeting and Close of Meeting<br />
The proposed date of the next Annual General Meeting is Tuesday 08 November 2011.<br />
The meeting closed at 17.14hrs.<br />
<strong>AGM</strong> <strong>2010</strong> Minutes.docx Page 8 of 8
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