MINUTES OF THE FIFTY FIFTH ANNUAL GENERAL MEETING OF SHAREHOLDERS OF WHARENUI APARTMENTS LIMITED HELD IN THE FOYER, 274 ORIENTAL PARADE, WELLINGTON, ON TUESDAY THE 29TH APRIL 2014 AT 5.30 PM.
PRESENT:
Mr. D. M. Evans – Chairman
Mr. E. W. Bisdee
Mr. P. Graham
Mr. P. J .G. Hollier
Mr. A.G. Short
And 29 Shareholders.
IN ATTENDANCE: Mr. S.H.E. Raphael – Secretary
MEETING OPENED.
The Chairman welcomed the shareholders attending the meeting and thanked them for their attendance. He confirmed that the meeting had a quorum of at least five shareholders present in accordance with the Constitution.
The Chairman also welcomed Mr. Erin Clark, a business consultant and a friend of a Wharenui resident, Mrs. Pauline Mitchell. The Chairman added that Mr. Erin Clark was attending the AGM as an observer and as the duly appointed proxy of Mrs. Mitchell who was at present away on an overseas holiday.
APOLOGIES:
Dame Margaret Bazley Mr. & Mrs R. A. Oakly Mr. & Mrs. O. R. Nees
Mr. & Mrs. J.R. Law Mrs. P.A. Mitchell Mrs. N. Rao
Mrs. R.B. Lockie Mr. & Mrs. B. J. Mckegg
Motion: That the above apologies be sustained.
Proposed: Mr. P. J. G. Hollier
Seconded: Mr. P. Graham. Carried.
SHAREHOLDER WHO DIED DURING YEAR.
The Chairman told the meeting that Mrs. Pru Miles had died during the year. She had been a Director of Wharenui for eight years and a shareholder for twenty four years and had made a significant contribution to the well being of Wharenui.
He asked those present to stand for a minute’s silence as a mark of respect.
PROXIES.
The Secretary reported that the following proxies had been received:
FROM: IN FAVOUR OF NO. OF SHARES
Mr. & Mrs. O.R. Nees Mrs. J. C. Campbell 10,800
Mr. & Mrs. R.A. Oakly The Chairman 7,000
Mr. & Mrs. J.R. Law Mr. D. M. Evans 8,300
Mrs. P.A. Mitchell Mr. E. Clark 11,750
MEETING PROCEDURE.
The Chairman told the meeting that voting will be by a show of hands. Where there are joint shareholders attending, then the first shareholder shown on the share register is the person who can vote.
CONFIRMATION OF THE MINUTES OF THE PREVIOUS ANNUAL GENERAL MEETING HELD ON THE 21ST MAY 2013.
The Chairman reported that the above minutes had been confirmed by the previous Chairman, Mr. Oliver Nees in accordance with the Constitution.
As the minutes of the previous Annual General Meeting had been circulated to shareholders with the Notice of Meeting the Chairman felt that they should also be confirmed by shareholders as well.
Motion: That the minutes of the previous Annual General Meeting be confirmed by Shareholders.
Proposed: Mr. G. E. Simons
Seconded: Mrs. J.C. Campbell Carried.
Mr. G. E. Simons congratulated the Chairman on taking this action.
MOTION: THAT THE STATEMENT OF FINANCIAL POSITION AND THE STATEMENT OF FINANCIAL PERFORMANCE, TOGETHER WITH THE DIRECTORS REPORT AND AUDITORS REPORT FOR THE YEAR ENDED 31ST DECEMBER 2013 BE ADOPTED.
Proposed: Mr. D. M. Evans
Seconded: Mr. A.G. Short
As the Chairman’s report had been previously circulated, it was taken as read.
The Chairman then asked if Shareholders had any questions concerning the above Financial Statements or Reports. He said that Shareholders could only speak on these.
Statements and Reports. Any other matters could be raised under the heading “General Business.”
Cash on Deposit: Mr. Gary Simons asked the Chairman how the deposit of $168,704 was invested and what was the interest rate earned.
The Secretary reported the deposit was with UDC Finance Ltd. at call
and the interest rate fluctuated around the 3% mark. Mr. Gary Simons asked why was the money on call when it could be earning interest at a higher rate on fixed deposit. The Secretary said that the previous Chairman had wanted it on call so that when unscheduled maintenance projects were completed or when an emergency occurred, cash was available.
Ms. A. M. Young said that if Directors drew up a maintenance schedule for the year the monies could be put on fixed deposit in between projects.
The Chairman advised that around $200,000 would be used for insurance on the 1st July 2014 and there had to be money available to pay for routine maintenance, wages and other expenses, but he would take note of what was said and have the Board look into seeing if it was practical to put a proportion of the cash on short term fixed deposit.
Building Maintenance: Mr. Gary Simons asked why there was not a long term plan
detailing what is going to be spent on maintenance and special projects up-grading the building.
The Chairman said that until it is known what is going to be done with earthquake strengthening of the building, special maintenance projects cannot be scheduled. Routine maintenance other than window cleaning, boiler maintenance etc. is carried out when it arises.
Statement of Cash Flows: Mr. G.E. Simons pointed out that in this statement there was an
error in the middle of the page where “Net Decrease in Cash Held” should read “Net Increase (Decrease) in Cash Held.” This he said should be pointed out to the Auditors.
Consultancy Costs: Mr. Gary Simons asked what is the break down of this expense. The
Chairman said the details were not available at the meeting and asked the Secretary to provide the information to him and to Ms. Annabel Young who also asked for the details making up this cost. This information was subsequently provided to Mr. Gary Simons and Ms. Annabel Young.
Levies: Mr. Gary. Simons said to bring down the cost of the levies it maybe better for the
Board to employ a professional management company. The Chairman said that he had evidence from several Real Estate Agents who have stated categorically that the amount of levies Wharenui shareholders pay are not excessive and compare favorably with other apartment buildings when comparing all the additional services Wharenui provides. The paid management of the company was efficient, there were no problems and he would not consider changing.
Heating: Mr. Gary Simons said that in his experience the heating costs were very high and had the Board looked at improving the system.
The Chairman reported that the Board had discussed at length how to cut heating costs.
Mr. Erin Clark who had a great deal of experience with heating systems, told the Board that having a thermostatic tap fitted to the heater in each apartment and continuously running the boiler throughout the winter would make considerable savings. The Board he said is currently looking at a more sophisticated system of controls to help save money.
Earthquake Strengthening: Ms. Annabel Young asked the Chairman what was the
difficulty in getting a report for Shareholders by an independent authority on the cost and options available for earthquake strengthening the building to an acceptable level.
The Chairman advised that Dr. Sharpe from Beca, an engineer and an authority on earthquake strengthening had given a talk to Shareholders sometime ago and after considering the enormous cost and the need for residents to vacate the building for a considerable length of time while contractors worked on the building, he advised that the status quo be kept until a practical solution can be found.
Mr. Gary Simons said that on several occasions he had requested the Board to hold an informal meeting with shareholders to discuss earthquake strengthening, but had been declined each time.
The Chairman told Shareholders that new developments for earthquake strengthening, such as carbon wrapping the building where coming on the market and when he had sufficient knowledge about these new techniques and their costs he would call a meeting and discuss their possibilities with shareholders.
Insurance: Mr. Gary Simons asked,has the Board taken the necessary steps to see that the company is getting the best deal in the market.
The Chairman advised that the company was using Aon, the biggest broker in NZ and with their buying power had materially reduced the company’s insurance premium last year.
Mr. Gary Simons said that he had also asked the Board to hold an informal meeting with Shareholders to discuss the merits of replacement versus indemnity insurance. Again the Board had refused his request. He also had requested copies of the legal opinions concerning the company having indemnity insurance instead of replacement insurance.
The Chairman advised that several letters had been sent to him explaining that legal opinions are privileged between the lawyer and the client.
Mr. P.J.G. Hollier told the meeting that Mr. Gary Simons was monopolising the meeting with continuing questions which were not being appreciated by other shareholders. He suggested that any further questions he had be put in writing and given to the Board to answer at a later date.
Mr. Peter Graham said he agreed with Mr. Peter Hollier.
The Chairman then stopped any further questions and put the motion.
The motion was carried.
ELECTION OF DIRECTORS.
The Chairman told the meeting that the Board had become vulnerable because at present there were only five Directors which was the minimum number specified by the Constitution.
It adds that” if and so long as their number is reduced below five, the continuing Directors may act only for the purpose of increasing the number of Directors to that number or for summoning a General Meeting of the company but for no other purpose”. He said that after making it known to all Shareholders that more Directors were needed, only two had been willing to offer themselves.
Both candidates had offered themselves for election as required by the Constitution.
The Chairman then introduced Mr. Lionel Klee by asking him to stand up. Then on his behalf, he read out his CV to shareholders.
Mr. Lionel Klee’s CV gave his business background and why he considered he could make a significant contribution to the Board and what he felt were the areas where he could influence improvements for the benefit of residents.
Mr. David Black told the meeting that he owned a successful medium sized business in the Hutt and that he and his wife were very happy to be living in Wharenui. He also said that he would use his extensive business experience to see the company gets the best deal in such things as insurance and a more efficient heating system for the building. He would ensure that the building is maintained to the very high standards residents expect.
Motion: That Mr. L. V. Klee be elected a Director.
Proposed: Mr. D. M. Evans
Seconded: Mr. P. J. G. Hollier Carried.
Motion: That Mr. D. R Black be elected a Director
Proposed: Mr. P.J.G. Hollier
Seconded: Mrs. J. C. Campbell Carried.
It was noted that Mr. E. W. Bisdee and Mr. A. G. Short retire by rotation and being eligible offer themselves for re-election.
Motion: That Mr. E.W. Bisdee be re-elected a Director.
Before the motion was put Mr. Garry Simons said that Mr. Eddie Bisdee should not put himself forward for election as a Director as he was selling his apartment and moving out of Wellington.
The Chairman said that Wharenui did not have a surplus of Directors and the Constitution said a shareholding qualification was not necessary for a person to be a Director. As Mr. Eddie Bisdee was continuing to make a significant contribution, the Chairman said he had the Board’s full support.
Proposed: Mr. D. M. Evans
Seconded: Mr. P. J. G. Hollier Carried.
Motion: That Mr. A. G. Short be re-elected a Director.
Before the motion was put Mr. Garry Simons said that Mr. Aubrey Short had been a Director for over twenty two years and he felt he should hand over to a younger person who had more energy and more modern ideas.
The Chairman said that he had total confidence in Mr. Aubrey Short as he had made a significant contribution over the years to the administration of Wharenui. Besides he said, when the Board made a call to all shareholders for new Directors, only two put their names forward and that was after a lot of persuasion. He added that Mr. Gary Simons had been approached but declined to make himself available for election as a Director.
Proposed: Mr. D. M. Evans
Seconded: Mr. P. Graham Carried.
APPOINTMENT OF AUDITORS.
Motion: To appoint Staples Rodway of Wellington as auditors to hold office from the conclusion of this meeting until the conclusion of the next annual meeting and to audit the financial statements of the company to the extent agreed with the directors, for a fee and expenses to be fixed as agreed by the directors with the auditors.
Proposed: Mr. D.M. Evans.
Seconded: Mr. P. J. G. Hollier Carried.
GENERAL BUSINESS.
Financial Administration: Ms. Annabel Young said that as she did not want to extend the
length of the meeting unnecessarily she had prepared a list of matters causing her concern which she distributed to shareholders.
Valuation of Building: Mr. Gary Simons asked the Chairman what method Darroch Ltd.
used to value the building. The Chairman replied that Darroch Ltd.’s valuation was done by using market based evidence where known sales of similar properties in the surrounding area are taken into account.
Mr. Gary Simons then asked the Chairman why was the Wellington City Council rating of the property far less than Darroch Ltd.’s rating.
The Chairman explained the basis used by Darroch Ltd. in their valuation dated 25th January 2014 (showing an increase of $180,000 over the previous year) and the factors influencing the market value of individual apartments.
The Chairman said that as Mr. Gary Simon’s continued questions were beginning to cause irritation and impatience he declared the meeting closed at 6.30 pm.
Shareholders then voiced their collective thanks to the Chairman for the way he had handled the meeting.
Signed