Sun, 23 September, 2018


AGM 2007

Posted: September 3rd, 2015

Minutes of the Annual General Meeting held at 11.0 am on Tuesday, 23rd October 2007 at St Alban’s Centre, Leigh Place, Gardens, Holborn, London.

Present:
David Thompson (Chairman) Eric Newson (Vice President) Gerald Mowbray (Secretary)

Apologies: Roy White (Treasurer)

In Attendance:
Paul Vickers Secretary & Legal Director, Trinity Mirror plc
Michael Pickard Chairman, Mirror Group Trustees Ltd
Iain Urquhart Group Pensions Director, Trinity Mirror
Ralph Tomes Secretary, Mirror Group Trustees Ltd
Alan Burns C Director Trustee, Mirror Group Trustees Ltd
Andrew Golden C Director Trustee, Mirror Group Trustees Ltd
David Astley Group Pensions Manager & A Director, MGT Ltd
Carol McNamara MGN Pensions Administrator

Item

1.0 Chairman’s Welcome & Introduction:

David Thompson welcomed all members present and guests representing Mirror Group Trustees and Trinity Mirror.

DT thanked the Company for its generous support in again financing the cost of the hall for this AGM and for arranging the free printing and distribution of the latest AMP newsletter which had been delivered to some 7,000 pensioners.

DT then invited Michael Pickard to address the meeting.

2.0 Michael Pickard Address:

MP said that he regarded attending this annual meeting as a very important responsibility and an opportunity to report on the Trustees’ stewardship of the Mirror Pension Schemes since we last met.

MP then advised that what he was going to cover fell under five main headings:

Firstly comment on the highlights from the annual reports for 2006 as summarised in the recent Pensions News.

Secondly, to comment on the impact on the pension schemes of last year’s business review conducted by Trinity Mirror and the financial background against which this has taken place.

Then comment on the Trustees Board constitution, including the new member-nominated trustee legislation, about which you will have had letters in the last few weeks.
A few words on the review the Trustees Board is having to make of those pensioners who are in receipt of ill-health pensions.

Finally, a few words on some of the main challenges facing the Trustees Board in the future.

MP then detailed the financial highlights for 2006. There were no major surprises and pension deficits fell even though investments fell behind their targets. Pertinent details of the financial results are included in the latest Pensions News.

With regard to the Company’s business review much of the implications for the pension schemes on TM’s disposal plans have been covered in the “blue” version of the Pensions News. The Trustees Board have sought professional advice and Close brothers have been engaged to this end. Agreement has been reached with the Company that, given that capital will be returned to shareholders, payments will be made to the pension schemes in relation to the disposed companies’ share of the existing pension deficits.

MP referred to member-nominated trustees’ new legislation requirements and was pleased to confirm that Ralph Tomes will be shortly and officially advising Alan Burns and Andrew Golden that they have been returned unopposed to serve for the remainder of their terms of office. This announcement was met by approval from the Meeting.

MP then referred to the revised constitution that allowed some change in the B and C Director categories. MP advised that there were presently difficulties in reducing the number of B directors to enable an additional C director to be appointed. The Trustees Board will review the position when a B director stands down in the future.

With regard to ill-health pensions, new legislation requires that up to date health information is obtained to ensure that the recipient is not able to enter the job market prior to normal retirement age. As a consequence, letters to this effect are being sent to all ill-health pensioners that have yet to reach the normal retirement age.

Finally, looking forward, investment matter will receive particular focus. Consideration will be given to whether investing in non-traditional investment areas is appropriate in the future.

3.0 Paul Vickers Presentation:

PV commenced by confirming that he was always pleased to come to this AGM as the Company’s representative and to confirm that the main board of Trinity Mirror takes a close interest in the affairs of the Association. As a past trustee director of the MGN pension schemes for some 12 years PV advised that he continues to take a close interest in the health and well-being of the funds.

PV continued by stressing that the health and well-being of the Company and its connected pension schemes are intimately entwined. The Company is now required to show any scheme deficits on its own balance sheet so it is the Company’s interest for the schemes to be reasonably funded. Although in an ideal world we would to see no deficits, the Company has to ensure that the business remains successful as well.

The company’s major assets, its newspaper, are in a mature market with – apart from a couple of notable exceptions – falling circulations. We need to take our shareholders with us as we move into new business areas.

PV then gave details of the financial results for the half year to June 2007 and the full year to December 2006. The results have been published but PV highlighted operating profit for the half year 2007 was £109.4 million, which was 5.9% up year on year. The operating profit for the full year 2006 was £207 million, which was 15.3% down year to year. However, net debt fell by £56 million.

PV commented that set against a dreadful advertising market during 2006 the overall results were reasonable. The good news is that the first half of this year saw much improved performance. Trading presently is continuing to be strong but markets are volatile and we all wait to see whether the banking credit crunch has a direct effect on the rest of the economy.

Trinity Mirror is no longer just a newspaper company – now a growing multi-platform media company with some 200 different websites. Most of these websites are linked to the Company’s newspapers. In the North East there are websites for each of the local post codes. The Company also has a growing number of websites that are not connected to newspapers but are linked to the advertising side of the business. A number are leading websites in their speciality i.e. smartnewhomes.com for new build houses. The websites are all profitable and will continue to add to the Company’s operating profits.

However, the traditional newspaper businesses still provide the vast majority of the Company’s revenues and profits. PV then stated the various awards won by the Daily Mirror and Daily Record during the last few months – including Newspaper of the Year for both titles in their respective countries.

PV then referred to the review of the businesses that were conducted over the second part of last year. Some £250 million has now been received for 8 of the original 11 businesses. The Midland newspaper group was not sold as none of the offers were considered good value for shareholders’ interests.

The Company is committed to share the sales proceeds with both shareholders and the group’s pension schemes. Ass the Meeting will know, there is a special procedure for the Company to follow if it wishes to return capital to shareholders whilst its pension schemes are in deficit. A “clearance” from the Pension Regulator will normally only be given if both the Company and the pension fund Trustees jointly request such clearance.

The Company has now started the process of agreeing with the Trustees of all its pension schemes the appropriate amount that will be contributed to the deficit schemes. PV concluded that he expected the MGN pension schemes to receive very considerable sums of money before the end of the year.

4.0 Questions on Pension Funds & Company Reports:

DT thanked both MP and PV for their very informative presentations and opened the meeting for any questions to the company of trustee representatives.

MP replied to the question raised on why there was not greater representation for pensioners on the Trustee Board when some 8,813 members were pensioners or deferred pensioners and there were now only 496 active members. MP pointed out that the New Scheme had some 1800 active members but sympathised with the sentiments expressed. However, the Trustee Board could not force a “B” Director to resign for another “C” Director place. Nevertheless, the Board was exploring the possibility of filling the vacant “A” Director place with a suitable pensioner chosen by the Company. PV advised that the Company was considering the request.
PV confirmed that the Pension Regulator had been advised by the Company on the asset sale proposals and there would be continuing contact with the Pension Regulator as the sales programmes was completed and discussions continued with the trustees on the division of the sales monies.

Ralph Tomes replied to concerns expressed from the Floor on the position of widows and widowers, with respect to the SERPs payment proportion of the deceased pension. The overall entitlement would not be affected and the Pension Office does liaise with those affected to ensure that their full pension entitlement is received. A letter setting out the details had been distributed to all members in the past and RT would consider re-issuing this information again.

MP advised that the change in the administration charges (£120,000) from a Company to a MGN pension funds cost in the 2007 Accounts for the “Old” and “New” schemes had been agreed with the Company. All three MGN pension funds would now be reporting on the same basis as had existed for the Past Service Scheme.

PV advised that ex Sporting Life personnel working for Racing Post have deferred MGN pensions.

PV acknowledged that the Daily Mirror was now third in Market share given the circulation success of the Daily Mail and that the share price had dropped by some 120 pence per share. However, the Company was not prepared to follow the heavy promotion costs of the Sun with its cover price reductions and the Daily Mail with its free CDs and would concentrate on achieving a broader media presence.

DT thanked all the speakers for their informative presentations and for answering the many questions from the Floor. The Meeting endorsed DT’s thanks.

The Company and Trustee Board representatives then left the Meeting at noon.
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5.0 Chairman’s Report:

DT asked for, and received, a minute’s silence in memory of Ken Hudgell, our Life President and former Secretary for many years – and the last of the three musketeers that founded the AMP.

DT then asked for endorsement of the Committee’s wish to invite Eric Newson to step up from Life Vice President to Life President. Eric was the last member of the original founding committee and Treasurer for many years. The meeting endorsed this appointment unanimously.

DT then expressed his thanks for the tremendous response by members, and new members, to the Pension Protection Fund that was created at the end of last year in response to the Company’s decision to sell some of its business assets. The Secretary would advise of the latest figures later in the meeting. DT proposed that the continuing monthly contributions be reviewed at the next AGM when the full effect of the Company’s asset sales on the MGN pension funds would become clearer. The Meeting endorsed the PPF continuing for the next year.

DT confirmed that next year’s aims were to ensure that another “C” Director was added to the Trustee Board and to further increase membership. DT would write to the Company, when it has agreed to allocate its “A” Director vacancy to a pensioner, providing three suitable names for the Company to choose from as a temporary compromise before an extra “C” Director is agreed.

DT added that no other organisation specifically represent MGN pensioners and deferred pensioners. The unions were in crisis and had other matters to progress and were no longer focussed on MGN pensioners and their pension security needs.

6.0 Treasurer’s Report:

GM apologised for the absence of Roy White who had decided to take a holiday in the tax-haven of Bermuda – however the AMP funds were safely in the Bank!

GM then advised that the audited accounts to 31st March 2007 had been detailed in the recent Mirror Pensioner newsletter and showed a healthy £70,427.45 credit balance. Some £45,000 was from the Pension Protection Fund contributions. The present balance at 1st October was £121,540 with the bulk on short term bank deposit earning interest. Some £7,000 per month is being received via the Pensions Office from deductions from pension payments to members.

Membership at end September this year was 2,719; an increase of 455 since last year’s AGM. The new membership response to the Pension Protection Fund launch in November last year has not only arrested the 66 decline in membership last year from the previous year but significantly increased our membership.

There were no questions from the Floor and the accounts were accepted.

7.0 Secretary’s Report:

GM expressed his thanks for the large attendance today – and which should demonstrate to both the Company and the Trustees Board attendees that AMP was alive and still very active in representing pensioners’ interests. GM then gave apologies for non attendance by several committee and other members.

GM advised that the recent Newsletter had detailed the main activities of the Committee during the last year. GM thanked Carolyn and Brian Bass for producing an excellent annual newsletter once again – and challenging the Daily Mirror for style and content! GM also expressed satisfaction that both Alan Burns and Andrew Golden had now been re-elected as trustees and that their considerable trustee experience could still be utilised.

GM then referred to the fact that the last four newsletters had been delivered to all 6,800 MGN pensioners and not just to AMP members. With the support of the Company and the Pensions Office the Pension Protection Fund appeal had been very successful in both contributions and new members. However, the list of pensioner addresses from the Pensions Office may not have included all AMP members. A few at the meeting indicated that they had not received all the newsletters – though the recent London postal strikes may have played a part in these non-deliveries. The next Spring newsletter would be going only to AMP members so that we can ascertain how many members fall between the two lists and take that into account in the future.

GM commented on the Chairman’s reference to AMP’s pressing for additional pensioner Trustees Board representation. The Articles of Association had recently been revised to accommodate a change in the balance of “B” and “C” directors. However, the trustees voting procedures rendered any change highly unlikely as the “B” directors would have to vote one of their number off the Board to enable an additional “C” director to be appointed. So whilst Michael Pickard has expressed sympathy for the AMP request earlier in the meeting AMP has to continue the pressure for additional pensioner representation. This action received the general support of the meeting.

Finally, GM said that the funds were now healthier but membership still needs to increase to more fully reflect the 80% pensioner/deferred pensioner membership of the MGN pension funds. GM appealed to all present to spread the word to former colleagues and friends to join AMP as, like all pensioner organisations, we unfortunately lose members every year.

8.0 “C” Director Trustee Representatives Comments:

Alan Burns responded to the question raised earlier in the meeting on widows’ pensions. AB advised that the member should leave a note confirming who gets the dependant’s pension entitlement. AB added that if the Government does not pay 50% of the member’s GMP (now SERPS) to the designated dependant then the Company pension scheme pays the balance so that the full 50% overall pension entitlement is paid.

Bill Rowntree remembered that some 12 years ago the matter was explained in a Pensions Office circular and suggested that the advice is re-issued by the Pensions Office.

AB continued by advising that Andrew Golden and himself had continued to pursue the request for an additional elected pensioner representative on the Trustees Board. AB believed that we needed an elected and not a selected pensioner trustee as the Company could always withdraw the offer to “loan” an “A” director position as suggested by Michael Pickard during the first part of the meeting.

AB then said that the Trustees Board has started negotiations with the Company on the amount from the Company’s asset sales to be paid to reduce the pension fund deficits.

In reply to a question raised on payment of the Government’s SERPs loan AB confirmed that this is being paid over an agreed fixed number of years. AB added that the Company cannot be expected to repay lump sums immediately without prejudicing investment in the company’s business. However, Crawford McAfee warned that we need to be wary of the unfolding business situation even though the Company is handling pension issues better now.

Andrew Golden commented that Paul Vickers is not obliged to go to the Pension Regulator. However, the Trustees Board would ensure that the Pension Regulator is involved. AG added that at the Trustees Board meeting earlier today, and also two weeks ago, he was impressed with Close Brothers who were advising on the company’s asset sales share-out. AG said that he was happy with the present funding by the Company and expected the asset sales share to the pension funds to be finalised by the end of the year/early new year. However, AG commented that the USA shareholders were more aggressive than the UK investors.

With reference to the composition of the Trustees Board, AG did not believe that 15 was too great a number and the Board had conducted affairs successfully with this number for many years now. AG believed that the best way for additional pensioner representation presently was via the vacant “A” director position and the Company had a list of three names for consideration.

DT thanked both AB and AG for their comments and considered that an approach to the Pension Regulator or raising a Parliamentary Question via one of the Patrons could be self defeating at this time.

9.0 Election of Officers & Committee for 2007/2008:

DT advised that all the Committee were willing to stand again for another year.

It was proposed and seconded that the present officers be re-elected. Agreed unanimously.

It was also proposed that the present Committee be re-elected. Agreed unanimously.

It was also agreed that John Hemple be re-appointed auditor.

Brian Bass proposed, and seconded by Carolyn Cluskey, that Alan Shillum be elected to join the Committee. AS agreed to stand and was elected unanimously.

The Chairman invited any others interested in joining the Committee to contact him after the meeting. The Chairman then thanked the outgoing Committee for its support and work during the past year and which was endorsed by the Meeting.

10.0 Other Business:

The Chairman asked that if anyone had input or suggestions for future newsletters would they please contact BB or CC or any other member of the Committee. All ideas and contributions were welcome as DT emphasised that it was the members’ newsletter.

A vote of thanks was then recorded to Carolyn and Brian Bass for their work in producing another successful newsletter.

GM advised that next year’s AGM would be on Tuesday, 28th October 2008 with the Scottish Annual meeting on Monday, 4th November 2008. In response for a later start to the meeting in future, to benefit from off-peak travel, it was agreed to start at 11.30am next year. GM added that today’s well-attended meeting hopefully showed to both the Company and the Trustees Board that AMP was still to the fore in representing the interest of all MGN pensioners.

The meeting ended at 12.40pm with a vote of thanks to the Chairman.

Estimated 115 members attended.

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