MINUTES OF THE FIFTY SIXTH ANNUAL GENERAL MEETING OF SHAREHOLDERS OF WHARENUI APARTMENTS LTD. LIMITED HELD IN THE FOYER , 274 ORIENTAL PARADE, WELLINGTON, ON WEDNESDAY THE 22ND APRIL 2015.
PRESENT:
Mr. D. M. Evans – Chairman
Mr. D. R. Black
Mr. E. W. Bisdee
Mr. P. Graham
Mr. P. J. G. Hollier
Mr. L.V. Klee
Mr. A.G. Short
And 22 Shareholders
IN ATTENDANCE: Mr. S.H.E. Raphael – Secretary.
MEETING OPENED:
The Chairman welcomed 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.
APOLOGIES:
Mrs. D. Staniland Mr. & Mrs. G.J. Carras Mr. & Mrs. B. J. McKegg.
Ms. S. Day Mrs P. Mitchell Mr. & Mrs. D.M.E. Samuel
Ms. P. Jefferies Dame Margaret Bazley
Motion: That the above apologies be sustained.
Proposed: Mr. D. M. Evans
Seconded: Mr. A. G. Short Carried.
PROXIES:
The Secretary reported that the following proxies had been received.
FROM: IN FAVOUR OF: NO. OF SHARES
Mr. D.M.E.Samuel Mr. D. R. Black 10,800
Ms. S. Day Mr. D. M. Evans 8,500
Mrs. D. Staniland The Chairman 10,450
VOTING PROCEDURE:
The Chairman told the meeting that voting would be by a show of hands. Where there are joint shareholders attending, then the first shareholder shown on the list of shareholders is the person who can vote.
CONFIRMATION OF THE MINUTES OF THE PREVIOUS ANNUAL GENERAL MEETING HELD ON TUESDAY THE 29TH APRIL 2014
The Chairman reported that the minutes had been confirmed by himself as Chairman of the Board as required in the Constitution. Therefore, it was not necessary to have the shareholders confirm them.
Mr. Garry Simons rose and asked the Chairman to have the minutes voted on as he believed the minutes were incorrect. He requested that he read to the meeting his amendments with the intention of having shareholders voting to have them included in the minutes.
The Chairman replied that the Board had on several occasions received Mr. Garry Simons proposed amendments to the minutes. He said the Secretary had replied each time, advising him that the Board had considered his amendments in full and had rejected them each time.
The minutes had been prepared by the Secretary, agreed by Directors and confirmed by himself as Chairman as laid down by the Constitution. On being asked, the Secretary said that the minutes had been correctly confirmed and confirmation by shareholders was not necessary.
The Chairman read to the meeting the following motion:
THAT THE STATEMENT OF FINANCIAL POSITION AND THE STATEMENT OF FINANCIAL PERFORMANCE, TOGETHER WITH THE DIRECTORS REPORT AND THE AUDITORS REPORT FOR THE YEAR ENDED 31ST DECEMBER 2014 BE ADOPTED.
Proposed: Mr. D. M. Evans
Seconded: Mr. P. Graham
As the Chairman’s report had been previously circulated with the Financial Statements, it was taken as read.
The Chairman then asked if shareholders had any questions concerning the above Financial Statements or Report. He said that shareholders could only speak on the Financial Statements and Directors Report. Any other matters could be raised under the heading “ General Business”.
Before questions from shareholders were raised the Chairman said he would like to give an overview of the building’s insurance policy which is due on the 1st July 2015.
The main points he covered were as follows:
- The words “Fullest insurable value” contained in the Constitution to describe the type of insurance the company is to take has been subjected to many opinions, as to whether it means “Indemnity” or Re-instatement insurance.
- The insurance consultant employed to advise if Wharenui had the best possible insurance policy available and the brokers talked to, all recommended taking re-instatement insurance.
- The policy contained a provision which in the event shareholders are not able to live in their apartment because of fire or earthquake, they are offered alternative accommodation for a maximum of 24 months at $10,000 per month per apartment.
- No insurance company offers a longer term than 24 months for alternative accommodation.
- In a total disaster it was going to take many years to get resource management consent to design and build a new building.
- If the land was unusable for re-building and there was no available site around Wellington then it may be possible to negotiate with the insurance company to get an acceptable amount of money which can be distributed to shareholders for their own use. This was the experience in Christchurch under certain circumstances.
- Although indemnity insurance allowed for a cash payout to shareholders the amount could be low and the method of arriving at it, was uncertain.
- The latest estimate of the cost of the premium for the 2015/2016 year was $86,683 compared to the previous year of $141,773.
- The Board is to prepare a detailed report on Wharenui’s insurance, explaining the reasons why the Board is to take the type of insurance which they believe to be in the best interest of shareholders. This report is to be circulated to all shareholders around early June.
- If it is found that shareholders want to have a meeting with the Board to discuss their views, then the Board will hold one, with if possible a representative from the insurance company to answer any technical questions which may arise.
- The Board considers it very important that shareholders be fully informed regarding insurance.
The following were the questions asked by shareholders:
Mr. Garry Simons asked how the surplus funds are invested.
The Secretary replied as follows:
BNZ Cheque A/c. 19,198
BNZ Term Deposit 182,820 @4.3% Maturing 15.07.15
BNZ Term Deposit 100,000 @4.5% Maturing 12.11.15
BNZ Term Deposit 50,000 @4.10% Maturing 24.08.15
UDC Call A/c. 173,246 @ 3.95%
Total $525,264
Mr. Garry Simons said that the expense “ Cleaning” was almost double last years, and why was this.
The Secretary said he did not have the details with him but would look up the ledger account and advise him what the item contained.
Mr. Garry Simons asked whether or not the company had renewed the lift contract.
The Chairman replied that to the best of his knowledge the company was in the process of renewing it. Schindler which looked after the lift’s maintenance had not performed as required. This was to be pointed out to them, and if they did not improve their performance as expected, then necessary action would be taken.
Mr. Garry Simons asked if in the “Repairs and Maintenance” expense item were there any major items contained in it.
The Secretary advised that this expense did not contain any major items but numerous routine ones needed to be paid on a day to day basis to keep the building maintained to high standard.
If there had been any major Repairs & Maintenance items, the auditors would have insisted they be shown separately in a Special Repairs and Maintenance account as it had been done in previous years.
The Chairman told the meeting that the Maintenance Plan had been recently circulated to all shareholders showing what major items are scheduled to be undertaken in the future. The Board had not received any questions concerning this report.
There being no further questions the Chairman asked shareholders to vote on the motion.
The motion was put to shareholders and carried.
DIRECTOR LEAVING BOARD.
The Chairman told the meeting that Mr. Peter Hollier due to personal reasons was not offering himself for re-election at this Annual General Meeting.
The Chairman said that he would like to thank Mr. Peter Hollier on behalf of the Directors and shareholders for the constructive contribution he made to the decision making of the Board over the three years he served as a Director.
The Chairman said that over the time Mr. Peter Hollier served on the Board he had been very helpful and it had been a pleasure working with him.
RE-ELECTION OF DIRECTORS
As it was the Chairman’s turn to be re-elected a Director, the Secretary was asked to take the Chair.
MOTION: That Mr. D. M. Evans be elected a Director.
Proposed: Mr. D. Black
Seconded: Mr. A. G. Short Carried.
After his election, Mr. D. M. Evans took over the Chairmanship of the meeting.
MOTION: That Mr. P. Graham be elected a Director.
Proposed: Mr. D. M. Evans
Seconded: Mr. P.G.H. Hollier
Before the motion was put Mr. Garry Simons asked the Chairman what expertise has Mr. Peter Graham got that warranted him being a Director.
The Chairman asked Mr. Peter Graham to identify himself and give shareholders a brief description of his business background.
Mr. Peter Graham stood up and said he was a retired professional engineer who had worked as a Director and shareholder in an engineering company over many years.
The Chairman said he had no hesitation in recommending Mr. Peter Graham as a Director as his engineering knowledge was extremely helpful in enabling the Board to make important decisions.
The motion was put to shareholders and carried.
APPOINTMENT OF AUDITORS.
The Chairman put the following motion to the meeting:
TO APPOINT STAPLES RODWAY OF WELLINGTON AS AUDITORS TO HOLD OFFICE FROM THE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING AND TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY TO THE EXTENT AGREED WITH DIRECTORS, FOR A FEE AND EXPENSES TO BE FIXED AS AGREED BY DIRECTORS AND AUDITORS.
Proposed: Mr. D. M. Evans
Seconded: Mr. R. A. Oakly Carried.
GENERAL BUSINESS.
Insurance: Mr. John Cameron told the meeting that although keeping the cost of
insurance to a minimum was important, he felt it was just as important to have conditions in the policy which gave shareholders the best possible protection against the effects of a major disaster.
The Chairman said that as previously stated it was the intention of the board to hold a meeting of shareholders if they required one in early June to explain what benefits shareholders will receive under the company’s insurance policy and what areas the policy does not cover if a major disaster strikes. It is also the intention of the meeting to allow shareholders to voice their opinions concerning insurance issues.
The Chairman also reiterated that the Board will produce a report to shareholders showing the reasons why they have selected a certain type of insurance which they consider to be in the best interests of the company.
Mr. Garry Simons said he definitely wanted the Board to hold an informal meeting with shareholders to discuss the question of insurance and other important issues.
Other shareholders said they supported Mr. Garry Simons in requesting an informal meeting to discuss insurance.
Mr. Rod Oakly said the Board had a duty to shareholders to approach all insurance companies to find the lowest premium with the best policy conditions.
Garden: Ms. Annabel Young told the meeting that in her opinion the garden in front of Wharenui was not attractive and needed to be up-graded to a better standard. Professional garden designers should be employed to make improvements she said.
Mr. Garry Simons asked the Chairman what had happened to his wife’s garden plan which in his opinion enhanced the building’s entrance to the expected standard of a high profile building like Wharenui.
The Chairman said that Ms. Almao had been written to by the Secretary saying the Board had not declined the idea of hers, but it had been put on hold, and when the company had sufficient funds allocated for a major garden up-grade it would again be considered.
Mrs. Gwen Short told the meeting that over the last couple of years work had been done in replacing the dead parts of the hedge and planting various types of plants to make the garden colourful.
The Chairman said the Board would consider the comments made about the garden at future Board meetings and see what can be achieved.
AGM Minutes: Mr. Garry Simons said that in his opinion the correction of his name
“Garry” in the previous Annual General Meeting minutes should not have been done by pen but should have been retyped. The Chairman noted his comment.
Ms. Almao suggested that in future all Annual General Meetings have what is said recorded electronically so that the minutes are recorded correctly.
The Chairman replied that he thought this unnecessary.
There being no further business to conduct the meeting finished at 6.35 pm.
Signed