MINUTES OF THE FIFTY EIGHTH ANNUAL GENERAL MEETING OF SHAREHOLDERS OF WHARENUI APARTMENTS LIMITED, HELD IN THE FOYER , 274 ORIENTAL PARADE, WELLINGTON, ON WEDNESDAY 2ND MAY 2017 AT 5.30 PM.
PRESENT :
Mr. D. R. Black – Chairman
Mr. J. M. Burke
Ms. J. M. Garlick
Mr. L. V. Klee
Mr. A. G. Short
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 at least five shareholders present in accordance with the Constitution.
APOLOGIES:
Ms. C. M. Torrance Mr. D.M. Evans
Dame Margaret Bazley Mrs. E. R. Lane
Mr. J. & Mrs. M. Law Mrs. P.A. Mitchell
Mrs. M. L. Black Dr. R. M. Campbell
Mr. D.M.E. & Mrs. J.S. Samuel Ms. A. M. Young
Motion: That the above apologies be sustained.
Proposed: Mrs R. F. Graham
Seconded: Mr. J. M. Burke Carried.
PROXIES:
The Secretary reported the following proxies had been received:
FROM: IN FAVOUR OF: NO. OF SHARES:
Ms. A. M. Young The Chairman 9,850
Dame Margaret Bazley Mr. F. J. Cameron 11,050
Mr. J. R. Law The Chairman 10,400
Mr. D. M. E. Samuel The Chairman 10,800
SHAREHOLDERS WHO HAVE DIED DURING THE YEAR.
The Chairman told the meeting that Mrs. Diana Nees and Mrs. Barbara Burke had died during the year. He asked the meeting to observe a minute’s silence in their memory.
VOTING PROCEDURE:
The Chairman confirmed voting would be by a show of hands.
Where there are joint shareholders attending , the first shareholder shown on the list of shareholders is the person who can vote.
The Chairman then 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 2016 BE ADOPTED.
Proposed: Mr. D. R. Black
Seconded: Mr. L. V. Klee
The Chairman advised that as the Board report had been previously circulated to shareholders it was taken as read.
Financial Statements
The Chairman then invited questions from shareholders on the Board Report and Financial Statements. Any other questions were to be discussed under General Business.
Mr. Garry Simons asked the following questions concerning the Financial Statements:
1. How did the mistake on page 9 of the Financial Statements under Fixed Assets where the total for 2016 had an extra nought added, not been picked up?
The Chairman said that it was a human error and unfortunately the auditors who thoroughly checked the accounts for distribution, missed it. The Secretary had notified the auditors of this error and they had apologised accordingly and assured him it would not occur again.
2. He asked who had signed the Financial Statements?
The Chairman said that he and Mr. Lionel Klee had signed them.
Mr. Garry Simons suggested that in future the names of those who signed the accounts be shown against their signatures.
The Chairman agreed to this suggestion.
3. Why was lift maintenance down on the previous year.
The Chairman said that it appeared that there were fewer call outs for stoppages?
4. Had the best contract price been received for all the services needed to maintain the building?
The Chairman advised that as each contract came up for renewal it would be tendered for.
Board Report
Mr. Garry Simons then asked the following questions concerning the Board Report.
With respect to replacing the windows, the two costings he had received from the Secretary, one of which showed an amount of around one million dollars that in his opinion was totally incorrect as the cost could be around three million dollars.
The Chairman said that the cost estimates provided to him were only a start in a process of obtaining the full cost via a tender process. From these cost estimates, the Board identified that it is going to take quite a number years to accumulate sufficient funds to enable a complete window replacement programme.
In the interim, for safety and maintenance reasons, the Board has commenced a current maintenance project to replace rusted windows with refurbished ones.
Mr. Garry Simons said that shareholders might never see the benefit from paying into the window replacement fund. He suggested that shareholders pay a one-off levy with a reduced quarterly levy.
The Chairman replied that many Shareholders may not be able to afford a one-off levy. He was however, happy to find out how Shareholders considered his suggestion.
Mr. Garry Simons stated that he believes that the low earthquake rating, window replacement and high levies are keeping apartment prices low. He suggested that because the building had come through the recent earthquakes without damage, the earthquake rating should be reassessed to obtain a higher one.
The Chairman said that after the Kaikoura earthquakes, the Board had considered whether further action should be taken with regard to Wharenui Apartment’s current earthquake rating, but had decided against it. The Board is satisfied with the Beca engineering assessment that identified that the building is not earthquake prone.
At this stage, advice is that any engineering work would be costly and disruptive to residents, and any increase in the earthquake rating obtained would be minimal and have little effect on apartment prices. The Chairman said that apartments had recently sold reasonably quickly with expected prices.
Insurance
The Chairman told the meeting that the building insurance is estimated to increase by 44% to around $175,000. According to his insurance broker this was a reasonable increase as he had been told of ones well over 100%.
There being no further questions, the Chairman put the motion to Shareholders to vote on.
The Chairman confirmed the vote was carried.
DIRECTOR LEAVING BOARD.
The Chairman told the meeting that Mr Aubrey Short was leaving the Board as from the end of this Annual General Meeting.
The Chairman said that on behalf of Shareholders he would like to specially thank Mr. Aubrey Short for his time and the significant contribution he had made in ensuring the building was maintained to the highest standard and run efficiently over the very long time of thirty five years he had been on the Board.
RE-ELECTION OF DIRECTORS
MOTION: That Mr. L. V. Klee be re-elected a Director.
Proposed: Mrs. R. F. Graham
Seconded: Mrs. J. C. Campbell Carried.
MOTION: That Mr. J. M. Burke be re-elected a Director
Proposed: Mr. L. V. Klee
Seconded: Mr. D. R. Black Carried.
APPOINTMENT OF AUDITORS
The Chairman put the following motion to the meeting:
TO APPOINT STAPLES RODWAY 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 THE DIRECTORS, FOR A FEE AND EXPENSES TO BE FIXED AS AGREED BY THE DIRECTORS WITH THE AUDITOR.
Proposed: Mrs. R.F. Graham
Seconded: Ms. P. A. Jefferies Carried.
GENERAL BUSINESS.
Minutes of the Previous AGM
Mr Garry Simons asked the Chairman why Shareholders had not been given the opportunity to vote on the minutes of the last Annual General Meeting.
The Chairman said that the minutes had been confirmed by himself in accordance with the company’s Constitution.
Mr. Garry Simons said the Constitution should be amended to allow shareholders to vote on the minutes.
The Chairman replied that if the Constitution were to be amended in the future, shareholders voting on the AGM minutes would be considered.
Board Transparency
The Chairman told the meeting that the Board is informing shareholders about the issues it is dealing with and the decisions being considered. He also said that requests for information from shareholders were being given as promptly as possible. The Board was doing its best to make its business as transparent as possible to shareholders.
Alternative Facilities
Mr. Garry Simons said the Board was not doing its duty as they were not looking at providing a community resilience programme to provide water, power, toilets etc. for residents’ survival after a devastating earthquake.
The Chairman said that this kind of programme was not the responsibility of the Board, as it was each resident’s responsibility to look after themselves in the wake of a disaster. Such a programme would also be prohibitively costly to implement.
Land at Back
Mr Keith Sare told the Chairman that he had investigated the Company’s land title and he believes that access which existed many years ago from Wilkinson Street onto Wharenui’s land at the back of the building has been removed. He considers that this has reduced the land value by making it impossible to develop or get access. His understanding is that a covenant granting a lease over Council land to give access had been removed due to property encroachment.
Mr. Keith Sare asked the Chairman if a surveyor could be engaged to mark Wharenui’s boundary on the land at the rear of the building and investigate whether this land has the possibility for sale as development land. If it could, the proceeds could be used towards the cost of replacing the windows.
The Chairman said that he had noted Mr. Keith Sare’s concerns and would have them discussed at the next Board meeting.
There being no further business to conduct the meeting finished at 6.40 pm.
Signed