MINUTES 1st BPIF Annual General Meeting of British Printing Industries Federation Ltd held on Tuesday 7th July 2009 at Church House Conference Centre, Westminster Present: Mike Taylor, President of the BPIF Rupert Middleton, Vice-President of the BPIF Michael Johnson, BPIF Chief Executive Michael Gardner, BPIF Finance Director Also attending were 26 other member representatives, 14 associate member representatives, 17 BPIF staff, 3 press representatives and 3 guests. Mike Taylor welcomed everyone to the 1st AGM. The President stated that as a quorum of members was present he was able to convene the meeting. 1.0 MINUTES OF 108TH AGM OF THE BPIF HELD ON 9th JULY 2008 1.1 The President reminded the meeting that 1 April this year marked the start of the BPIF's first trading year as a company limited by guarantee, following the decision taken by members at the EGM on 27 January to become an incorporated body. This meeting was therefore the 1st AGM of British Printing Industries Federation Ltd, of which former BPIF member companies were now the members. 1.2 The Minutes of the last AGM had been circulated previously. This had been the 108th meeting of the unincorporated association (BPIF). The President asked the meeting to move acceptance of these as a true and accurate reflection of the meeting. This was proposed by Bob O'Shea and seconded by Chris Smith. There were no abstentions. The Minutes were accepted and signed by the President. 2.0. PRESIDENT’S REPORT FROM NATIONAL COUNCIL 2.1 Mike Taylor said that as he came to the end of his two years as President, he was pleased to be able to report with pride on a period of real achievement by the BPIF. 2.2 A financial turnaround in profit before tax had been achieved, from the loss of £1 million in 2007/8 declared this time last year to a profit of £216k in 2008/9. Turnover was up 9% year on year to £7.7 million. Commercial activities, now at 57% of total turnover, had been a significant contributor to this, with membership income also increasing by 6%. Cost reduction had also helped achieve the turnaround, with headcount down by 20% in the last 18 months and staff salaries frozen at 2008 levels. The BPIF had invested over £100K in improvements in its IT infrastructure to allow more staff to work remotely and spend more time on the road, enabling the number of offices to be reduced from six to three. 2.3 Against a backcloth of what the March issue of the BPIF Printing Outlook industry trading trends survey had described as “the worst trading results reported for the printing industry for eighteen years”, this had been no mean feat. However the challenge for the BPIF these past twelve months had been not only to address its own financial position – vital though that had been - but also to help members survive the recession and be ready for the upturn. 2.4 Mike Taylor said that it was for this reason that he wanted to focus on the many new products and services that the BPIF had introduced over the past year, all of which were geared to helping 1 members through these troubled times and adding more value to their businesses just when they needed it most. 2.5 New environmental waste diagnostic and carbon management services had been introduced and the BPIF had appointed its first Environmental Adviser. The new BPIF services Directory had been published, providing details and contacts on more than 200 BPIF products and services,. The new membership magazine inprint had been launched – now published 10 times a year. The former Directions survey had been replaced by a modern online industry trends survey – Printing Outlook – providing better results at far less cost. A new print-specific insurance scheme had been launched - BPIF Insurance Services - offering a unique alternative to standard insurance products, as well as the BPIF Financial Alliance - a new service providing advice to members on profit improvement, credit and risk control 2.6 The BPIF had run highly successful national seminars on Cash and Cost Reduction, Team Leader Training and Colour Management, together with two high profile national events celebrating success in the print industry - the Excellence Awards 2008 and the British Book Design and Production Awards 2008, which last year had had record entries. It had also run two successful National Conferences: Finance & Investment and How to Thrive in a Print Recession. 2.7 However the BPIF had not neglected its representational work either. All MPs had been sent a showcase publication entitled Adding value to business following the All Party Parliamentary Reception the previous July. This had emphasised the versatility of the UK printing industry in providing services that add real value to their customers’ businesses. The BPIF had lobbied the Chancellor on unhelpful banks, and had submitted written evidence to the Business and Enterprise Select Committee’s enquiry into the Insolvency Service on the adverse impact on the printing industry of pre-pack company administrations – the only trade association in manufacturing to do so. This had since led to the Committee calling for Government action to address this issue. 2.8 He concluded by saying that 2009/10 would be a tough year for the BPIF, which was already seeing the impact of the financial recession in the shape of reduced numbers and headcount reductions in member companies. With no increase in membership subscription rates in 2009-10, the BPIF would need to fight hard to sustain its income levels from both membership and commercial activities. Costs would therefore need to continue to be tightly scrutinised. However the BPIF’s efforts over the past year in creating an unrivalled range of business support services specifically targeted at helping members to survive this recession did mean that it was now able to add more value than ever to members’ businesses. At a time when members needed the business advice and support of the BPIF more than ever, the organisation had made sure it had the right services in place. 2.9 Mike Taylor remarked that it had been both a pleasure and an honour to serve as President and that he was delighted to have been associated with so many significant achievements by the BPIF during his term in office. He thanked the staff of the BPIF, and the Executive and NonExecutive Directors, for their support. He wished members every success in the year ahead. 3.0 INVESTITURE OF THE PRESIDENT 3.1 Mike Taylor introduced Rupert Middleton, Group Manufacturing Director, Trinity Mirror plc, as the next President of BPIF. He explained that Rupert Middleton, who was currently BPIF VicePresident, had been elected President by the National Council at its meeting on 1 July 2009. 3.2 Mike Taylor told the AGM that Rupert Middleton was accountable for all newspaper printing in the group, across 9 sites with 2000 staff and a turnover of approximately £300 million. He had taken a First in Law at Cambridge University in 1978. After practising as a Barrister, he had worked for five years at the Industrial Society for John Garnett advising organisations on leadership, employee communication and industrial relations. He had joined the Daily Telegraph 2 in 1985, becoming Managing Director of West Ferry Printers in 1989, printing the Telegraph, the Financial Times, the Guardian and the Daily Express and Star titles. In 1997, he had been part of the management buy-in team that privatised HMSO, as Chief Executive of the Security Printing and Parliamentary Services businesses. He had joined Trinity Mirror in April 2004. He had been Chairman of Tower Hamlets F.E. College since 1994, and was a graduate of East London Common Purpose. From 2002-2004 he had been on the National Partnership Board of Royal Mail. 3.3 Mike Taylor then invested Rupert Middleton with the President’s Badge of Office. 3.4 Rupert Middleton invested Mike Taylor as Immediate Past President and presented him with the Badge of Office. 3.5 Rupert Middleton thanked Mike Taylor and members of the National Council for supporting him and said that he was delighted to have been elected as President. He said that he would continue the good work undertaken by his predecessors. He thanked Mike Taylor and said that it had been a pleasure to work with Mr Taylor him during his time as Vice-President. He added that Mike Taylor had worked tirelessly to spearhead efforts to turn round the BPIF’s finances, while maintaining the quality of services provided to members, and said that he would be a hard act to follow. He said that it would be priority as President to work with Michael Johnson and the executive team to keep the BPIF in the black, building on the great work that they and Mike Taylor hade done in the last few years to get the BPIF onto a sound footing. 4.0 PRESENTATION OF 2007/08 ANNUAL ACCOUNTS: 4.1 The President informed the AGM that a summary of the accounts had been published in the Annual Review sent to members on 12 June. He explained that these were the accounts of the last year of trading of the unincorporated association (BPIF). The meeting was entitled to receive these as members of British Printing Industries Federation Ltd had been members of the unincorporated BPIF through this accounting period. 4.2 Rupert Middleton then asked BPIF Finance Director Michael Gardner to summarise the financial results for 2008-09. 4.3 Michael Gardner gave an overview of the annual accounts presented in the Annual Review, copies of which had been tabled. 4.4 Following the presentation on the financial accounts two questions were asked. 4.5 Malcolm Hackman asked what the position would have been if members had not taken the decision at the EGM earlier in the year that the BPIF should become incorporated. 4.6 Michael Gardner explained that incorporation had removed any risk that potential liabilities falling due to BPIF might fall on individual member companies. It had been necessary to adopt a more complex approach to achieve this, in order to protect tax losses carried forward. Members now subscribed to British Printing Industries Federation Ltd. but received services, as previously, from BPIF. British Printing Industries Federation Ltd made no profit and all profits and losses remained with BPIF. 4.7 Bob O'Shea asked what the impact of moving fixed assets into short-term assets would be in 2009/10. 4.8 Michael Gardner explained that the BPIF still owned the Meriden offices. The investment portfolio had been converted to cash. He acknowledged that some investment had been made in IT and that this would be subject to a faster rate of depreciation, over a three-year period. 3 4.9 The President requested approval of the accounts for 2008-9. 4.10 This was proposed by Malcolm Hackman and seconded by Keith Mitchell. The accounts were approved by the AGM. 5.0. APPOINTMENT OF THE AUDITORS 5.1 The President asked the AGM to re-appoint auditors Chiene and Tait. 5.2 The resolution was proposed by Chris Smith and seconded by Carrick Wilkie. It was passed unanimously and Chiene and Tait were re-appointed as auditors. CLOSE As there were no more questions the President formally thanked all members for attending and drew the AGM to a close. 4