# Anyone going to the CAI AGM?



## Brendan Burgess

Anyone going to the AGM? 

I see from their website that it's on in Carlow. They must have a lot of members down that neck of the woods.

Brendan

*Members Invitation*

*Annual General Meeting*

*Friday, 22 March 2013 at 12.00 noon sharp*
*The Wexford Boardroom*
*The Talbot Hotel*
*Carlow*


----------



## AileenOSull

I’m posting as a member of the CAI and someone who very much supports the ethos of having an independent consumer organisation. I think the CAI has lost its way in recent years. All the staff and volunteers are gone and the premises is up for sale.

I would strongly urge anyone who is a member and cares about the future of the Association to try, if possible to attend the AGM. I believe there is lack of transparency in the CAI’s finances, particularly in relation to the activities of the Board and CEO.

I have been a member of the CAI for almost 20 years, and this is the first year that I know of the AGM being held outside Dublin. It used to be held free of charge in the Mansion House on Dawson Street. 

This is also the first year that an invite to the AGM, and the annual accounts have not been published in the magazine. Why?

I would have thought that this year the CAI would want as many of its members as possible to come to the AGM. I would say that most of them don't even know its on. Are they even in the same premises?

Aileen O'Sullivan


----------



## Romulan

I agree with Aileen and as a long time member would have motored down but it's on the same night as Sweden vs Ireland............

I know the world does not revolve around sporting events but am always curious when an AGM is scheduled for the same time as one.  Particularly when the AGM in question might be interesting.


----------



## Luternau

Romulan said:


> I agree with Aileen and as a long time member would have motored down but it's on the same night as Sweden vs Ireland............
> 
> I know the world does not revolve around sporting events but am always curious when an AGM is scheduled for the same time as one.  Particularly when the AGM in question might be interesting.



Perhaps you should go with your hunch and attend then 


Is there not a rule on the AGM being held with x distance from the registered office?
What about notifying members? Putting on a website does not do this.


----------



## Time

Members must be notified by post or by a notice in a national newspaper.

There is no rule on where a AGM is held.


----------



## Romulan

But what was stopping Dermot emailing us and informing us of the AGM?

Dermot emailed me looking for support back recently and then responded to my email saying I would continue the subscription.  So he has my contact details.

What organisation would not use all channels to communicate with clients/customers/supports etc.?

I wish I wasn't a lifelong ROI supporter.  If I missed a match, I'd implode.


----------



## Luternau

Perhaps he does not want a big attendance....Carlow, Friday, midday!


----------



## Dermot

I thought that ODCE had a view that Directors should aim to arrange AGM's so that they can be held at locations and times which in all the circumstances are likely to be reasonably convenient for as many as possible of the members of the company who may wish to attend the AGM. 
I am not an expert on this or a member of the CAI. Maybe this location complies with the above.


----------



## Time

I think the plan is to have just enough people there so they can get whatever business done without any interference.


----------



## Brendan Burgess

Hi folks

This meeting is tomorrow. Anyone planning on going? 

I have been trying unsuccessfully to get the accounts for some weeks now. Dermot is not responding to my request for a copy of the accounts.

Brendan


----------



## Thirsty

Anyone have an update?


----------



## Brendan Burgess

Hi Thirsty

Meant to update this.

I went  - no one else followed me up to Carlow. 

There were 7 council members and myself. So the quorum of 15 was not reached. 

There was no annual report or accounts ready for the meeting. 

The last accounts were to 31 May 2011 and these were sent to members in August 2011. 

When discussing this year's audit, they got the bright idea changing the year-end to 30 November 2012 a period of 18 months which would reduce the audit fees. 

Despite this, they don't expect the audit to be completed until end of April 2013. 

The last AGM was on 27 October 2011. When I told them in January that the latest date for this year's AGM was 15 months later, i.e. 27 January, they told me that the auditors had told them otherwise. When they checked with the auditors as a result of my email, they were told that they were in breach of the Companies Act and so they arranged the AGM for last Friday,despite having no accounts.

I told Dermott Jewell that it was a requirement of the Companies Act that they send notice of the AGM in writing to members and he said that they could not afford to do so.  When I raised that with the Chairman Michael kilcoyne, he said "It is in writing - on the website".  

I asked why they did not email members and they said that they did not have all the members' email addresses. I argued that I had asked to be notfied and they had not emailed me.  They said it was on the website. 

They claim to be solvent in that if they sell the building for €600,000 they will be able to pay all their creditors. 

They have frozen the old creditors but are paying new ones as they arise and are breaking even.  (Not hard , given that they are doing nothing) 

They have 2,300 members still paying €96 a year. That is €230,000 a year, so I presume that Jewell's salary accounts for half of that.  It probably won't be disclosed in the accounts, so we won't know.  The government has given them €42,000 for some vague project to raise awareness of the CAI. 

Anyway, today I did get  the following email: 

  This is to advise that the 

*Annual General Meeting of the Consumers' Association of Ireland will now take place on 
  Friday next, March 29th in the 
  Clayton Hotel,
  Bishop Suite,
  Ballybrit,
  Galway
  commencing at 12.00 o'clock noon.*


If I get a chance I will post up extracts from the Chief Executive's report.


----------



## Time

What are the consequences if a proper quorum is present?

They seem determined to have as few as possible attend.

I find it laughable that they cannot afford 2300 stamps.


----------



## Brendan Burgess

If a quorum had been present, the AGM would have gone ahead. 

As there was no quorum, the meeting is postponed by one week, and goes ahead then, quorum or not.  The Chairman explained to me that the meetings in Dublin often didn't attract a quorum either. 

When money is tight sending out a notice of the AGM with the accounts and everything else would not be a good use of money, although it is a requirement of the Companies Act.   I could live with them not doing that as long as they made strenuous efforts to contact members where possible by email or phone. 

Brendan


----------



## Dermot

There legally should have been an AGM in 2012. The 15 month rule cannot be used to avoid the holding of an AGM during any calendar year after the year of the first AGM. For example 1st AGM held in November 2011 the 15 month rule does not allow a company skip 2012 and hold AGM in Jan 2013. 
I also think that an AGM should be held within 9 months of the date to which the accounts are to be discusse at that AGM.


----------



## Time

If the AGM goes ahead can Jewell be removed as CEO?


----------



## Knuttell

Brendan Burgess said:


> They have 2,300 members still paying €96 a year. That is €230,000 a year, so I presume that Jewell's salary accounts for half of that.



I must be missing something but why on earth are you guys still paying a sub to an organisation that treats its members in such a fashion.


----------



## Brendan Burgess

Dermot said:


> There legally should have been an AGM in 2012. The 15 month rule cannot be used to avoid the holding of an AGM during any calendar year after the year of the first AGM. For example 1st AGM held in November 2011 the 15 month rule does not allow a company skip 2012 and hold AGM in Jan 2013.
> .



Hi Dermot

Where is the bit about the calendar year in the accounts? 

When I raised the 15 month rule some months, they told me that their auditors told them that they weren't in breach of the Companies Act. While waiting for a quorum on Friday , they told me that they sent my email to the auditors who told them I was correct, which is why they called the AGM for last Friday. 


> I also think that an AGM should be held within 9 months of the date to which the accounts are to be discusse at that AGM



That sounds reasonable, but where does it say it?  

It's crazy holding an AGM without accounts.


----------



## Brendan Burgess

Time said:


> If the AGM goes ahead can Jewell be removed as CEO?



No. 

it would be up to the board to do that.  Such an operational decision cannot be made by a general meeting of the company.


----------



## Brendan Burgess

Knuttell said:


> I must be missing something but why on earth are you guys still paying a sub to an organisation that treats its members in such a fashion.



I have a sense of loyalty to the  consumer movement. 

The chairman designate, Raymond O'Rourke is  a good guy and might sort them out. 

And paying the €96 a year allows you to go to these AGMs and raise issues.


----------



## Dermot

I am pretty certain that this is standard company law.  I remember being at a seminar a couple of years ago and the issue of AGM's came up and a solicitor present outlined the law on the matter as I stated earlier and I remember him finishing off by stating "that is why they are called AGM's"


----------



## Dermot

Companies Act 1963
131.—(1) Subject to subsection (2), *every company shall in each year* hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it and not more than 15 months shall elapse between the date of one annual general meeting of a company and that of the next.

(2) So long as a company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.

(3) If default is made in holding a meeting of the company in accordance with subsection (1), the Minister may, on the application of any member of the company, call or direct the calling of a general meeting of the company and give such ancillary or consequential directions as the Minister thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the company's articles, and it is hereby declared that the directions which may be given under this subsection include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.

(4) A general meeting held in pursuance of subsection (3) shall, subject to any directions of the Minister, be deemed to be an annual general meeting of the company but, where a meeting so held is not held in the year in which the default in holding the company's annual general meeting occurred, the meeting so held shall not be treated as the annual general meeting for the year in which it is held unless at that meeting the company resolves that it shall be so treated.

(5) Where a company resolves that a meeting shall be so treated, a copy of the resolution shall, within 15 days after the passing thereof, be forwarded to the registrar of companies and recorded by him.

(6) If default is made in holding a meeting of the company in accordance with subsection (1), or in complying with any direction of the Minister under subsection (3), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100, and if default is made in complying with subsection (5), the company and every officer of the company who is in default shall be liable to a fine not exceeding £20.


----------



## Dermot

Companies Act 1963
148.—(1) The directors of every company shall at some date not later than 18 months after the incorporation of the company *and subsequently once at least in every calendar year lay before the annual general meeting of the company a profit and loss account *or, in the case of a company not trading for profit, an income and expenditure account for the period, in the case of the first account, since the incorporation of the company, and in any other case, since the preceding account, made up to a date not earlier than the date of the meeting by more than 9 months.

(2) The directors shall cause to be made out in every calendar year and to be laid before the annual general meeting of the company a balance sheet as at the date to which the profit and loss account or the income and expenditure account, as the case may be, is made up.

(3) If any person being a director of a company fails to take all reasonable steps to comply with the provisions of this section, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both, so, however, that—

(a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that this section was complied with and was in a position to discharge that duty; and

(b) a person shall not be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.


----------



## Brendan Burgess

Dermot 

Thanks for that. 

So they cannot hold an AGM without the accounts. 

Very interesting.  It seems obvious, but I just didn't know where it was. 

Brendan


----------



## Dermot

Taken from ODCE website.

2. Is notice required for calling an AGM?
Yes. A company is required to give 21 days written notice to members and others entitled to notice of the holding of an AGM and of the business to be discussed.
The following should be included with the notice:
•	Agenda;
•	Audited Annual Accounts with Auditors Report;
•	Directors Report;


----------



## Dermot

Your welcome Brendan


----------



## Dermot

Brendan if you Google the following there is quite a lot of useful information and links which you might find useful and is quite simple to understand  

Company Law Guidelines - Citizens Information Board


----------



## Brendan Burgess

Dermot said:


> Brendan if you Google the following there is quite a lot of useful information and links which you might find useful and is quite simple to understand
> 
> Company Law Guidelines - Citizens Information Board



Thanks Dermot

But when arguin the case, it's important to quote the actual section of the Act. It is not enough to quote another website. 

Brendan


----------



## Bronte

So the company is acting illegally in not holding an AGM every 'year' and in addition does not have the accounts as it ought to have.  What is done to enforce the compliance of companies in relation to their company obligations?


----------



## jpd

isn't that the task of the Office of Director of Corporate Enforcement?

Although, I wouldn't be holding my breath waiting for them to get involved!


----------



## BudgetBrenda

Would there be any point in complaining to the OCDE as the CAI appears to be in breach of company law? All very ironic when the CEO and Chairman lecture business on being transparent when they cannot even provide the CAI accounts to members.

And the rescheduled AGM in Galway on Good Friday - should guarantee no quorum - but the CEO can claim expenses from Dublin. Wonder what mileage rate he gets?


----------



## Time

You would need locus standi as a member of the CAI to complain to the ODCE.


----------



## Dermot

The primary legal requirements in relation to the holding of companies’
AGMs appear in Sections 131 and 148(7) of the Companies Act 1963. The key rules
are as follows—
(a) as the name suggests an AGM must ordinarily be held by every
company in each calendar year;
(b) special rules apply, however, during the calendar year in which a
company is incorporated and in the following calendar year. What is
important as regards those two years is that the first AGM be held within
18 months after the company is incorporated.
This means, for example, that where a company is incorporated on 1
August 2008, there is no need for an AGM in 2008 or 2009: provided the
first AGM is duly held on or before 31 January 2010;377
(c) after its first AGM, subsequent AGMs of the company must take place in
each succeeding calendar year. However, no longer than 15 months
should elapse between the date of one AGM and that of the next.
Accordingly, continuing the previous example, if the company held its
first AGM on 15 January 2010, its next AGM would have to be held on
some date between 1 January 2011 and 14 April 2011;
(d) The 15-month rule cannot be used however to authorise the non-holding
of an AGM during any whole calendar year which intervenes.
So, for example, where a company holds its AGM on 8 November 2009,
it is not permissible for it to seek to take advantage of the 15-month rule
to defer the holding of any AGM in 2010: on the basis that 15 months
from 8 November 2009 runs to 7 February 2011. The obligation to hold
an AGM in each calendar year ‘trumps’ the 15-month rule, with the
result that the company’s next AGM must be held sometime within the
calendar year 2010.
(e) In every case the AGM should be held within 9 months of the date to
which any accounts have been made up which are to be considered at
that AGM.

In relation to post no 28 it gives links to the section of the relevant act in some cases.  I think there are enough relevant legal links to back up your arguments in a meeting.  It is often very difficult to get all your points across at a meeting.


----------



## BudgetBrenda

Time said:


> You would need locus standi as a member of the CAI to complain to the ODCE.



Are you sure about that? Surely any member of the public has the right to complain to the ODCE about any company not obeying company law.

Though I have to say previous experience complaining to ODCE about another company was not dealt with.

The CAI got a grant from the Department of Enterprise (albeit a small one) earlier this year - did the Dept not want up to date audited accounts before approving funding? the last accounts were to may 2011.


----------



## Brendan Burgess

I am very annoyed at the CAI's inability to produce a set of accounts for the AGM. I am annoyed that they broke the law in not having an AGM within 15 months of the previous one. I am annoyed that they broke the law in not notifying members in writing about the AGM.  I have expressed my annoyance to them. 

I am sure that the ODCE has much bigger issues to deal with.  

Brendan


----------



## Time

> I am sure that the ODCE has much bigger issues to deal with.


And of course the misdemeanour's of smaller companies continue to go unpunished.


----------



## Brendan Burgess

Time said:


> And of course the misdemeanour's of smaller companies continue to go unpunished.



High Time

The failure of the CAI to do anything for consumers is a much bigger issue than their breaches of the Companies Acts.

If they were out campaigning on mortgage arrears or on PPI, I would overlook their breaches of the Companies Act. 

Brendan


----------



## Bronte

Brendan Burgess said:


> The failure of the CAI to do anything for consumers is a much bigger issue than their breaches of the Companies Acts.


 
So if we are to understand you correctly an organisation that purports to represent consumers and is taking in fees from members is not doing it's job? 
Surely it should be disbanded? I think the fact that it's not complying with the company acts combined with the fact it doesn't really represent consumers is shameful. 

What do they do with the fees, pay themselves?


----------



## Brendan Burgess

Hi Bronte

Obviously, members have a choice - they can leave if they want to, and thousands have done so. 

Should it be disbanded? Hard to know.  Maybe the new Chairman will sort them out. Maybe when they sell the building, they will focus on consumer campaigns.



> What do they do with the fees, pay themselves?



I would say that a big part of the fees go to Dermott Jewell as salary but it has not been disclosed in the accounts up to now. If I remember correctly, at an AGM a few years ago, a few Council members complained that even they were unable to get a list of directorships of public bodies of which Jewell and other council members were members.  For example, Dermott gets a good fee from chairing the Financial Services Ombudsmans Council.


----------



## Bronte

Brendan Burgess said:


> I would say that a big part of the fees go to Dermott Jewell as salary but it has not been disclosed in the accounts up to now.


 
I think it's high time that such fees were disclosed to members. And now even more so when we see the debacle at the IMO. All this secracy in companies is nothing short of a disaster in relation to openess and transparency to the ultimate owners, the shareholders or the public. And it has been much misabused to inflate salaries and pensions to the detriment of organisations.


----------



## Dermot

It would appear that the last accounts that the CAI submitted to the CRO were effective up to 31/05/2011. 
The next set of Accounts were due to be with the CRO by 19/09/2012 which is now incurring a  daily penalty.


----------



## Time

€3 a day. Pennies to them.


----------



## Dermot

But they could not afford postage apparently and from a posting of Brendan's they were getting the audit period extended in order to save fees ??????.


----------



## Calico

If the AGM was held with no accounts then how will they be ratified? I thought they had to be passed by members?


----------



## Joe_90

Dermot said:


> It would appear that the last accounts that the CAI submitted to the CRO were effective up to 31/05/2011.
> The next set of Accounts were due to be with the CRO by 19/09/2012 which is now incurring a  daily penalty.



That is normally correct but they have filed a B73 and extended the Annual Return Date until 28/02/2013 and if they file online they get 56 days to file accounts without incurring a penalty.

I note that the company has a charity number, not a great example of good corporate governance not holding and AGM or producing accounts.


----------



## Dermot

Joe 90. I totally accept your superior knowledge on the matter. I did not know that you could extend out for example from 31/05/11 to 28/02/13 plus the 56 days for filing online. Does there have to be a reason given for this to be allowed as I can think of 1 or two companies that I have dealings with who would avail of this if they could. I have no financial qualifications.


----------



## Joe_90

Ok so AGM issues aside.

A company has an ARD Annual Return Date, this is the date that the company must file its Annual Return and accounts.  In this case the ARD was 2 Nov 2011,  accounts for 31 May 2011 were filed on 30 Nov 2011.

Then in 2012 the ARD was 2 Nov 2012 but as is the companies right it can apply to have the ARD extended by 6 months by filing a B1 and B73.  By a strange coincidence a 28 Feb ARD is 9 months after 31 May, the companies existing year end.

Extending the ARD is possible for any company who have not used it in the previous 5 years.  But the accounts must be for a date within 9 months of the ARD.

Hope that helps.


----------



## Dermot

Sincere thanks Joe 90


----------



## BudgetBrenda

Anyone know anything about the rescheduled AGM (following Carlow AGM March 22 - no quorum) on Good friday?

Were accounts produced?

Did Brendan Burgess take the time and problem to turn up as he did in Carlow? if Brendan didn't i doubt any other member was there.


----------



## Brendan Burgess

BB

No. I didn't attend. I had other penance to do.

BB


----------



## BudgetBrenda

Anyone looking for a new job?

I get an email newsletter from Activelink which gives news and jobs in the NGO sector

The CAI is advertising for a Manager/Administrator - permanent job - no salary mentioned - the list of duties is extensive and one wonders what Dermot Jewell will do if the CAI finds the superman/woman required.

rather odd that the CAI is advertising a permanent job when it appears to be insolvent and they have let all the staff go except for Mr jewell


----------



## Calico

BudgetBrenda - I presume this is what you are referring to? Maybe the CAI is saying goodbye to its CEO? 

*Consumers' Association of Ireland: Manager / Administrator*

The Consumers’ Association of Ireland (CAI) is a non-profit, NGO, established in 1966 and registered with Charitable status. The CAI produces, and derives the bulk of its income from, a monthly online magazine Consumer Choice for its subscribing members. The Association is governed by its Council which is elected from the membership.

The Consumers’ Association of Ireland is creating a new position and seeking to recruit a Manager/Administrator with business development and marketing skills and a strong focus on social media marketing and engagement who will grow the membership.

*Ideal Key Skills & Experience*

Previous management experience in a non-profit and independent organisation
An interest in issues affecting the consumer and their representation
Proven experience in online communications
Detailed knowledge of Social Media Channels such as Facebook, Linkedin, Twitter, YouTube etc for business use with a good understanding of Social Media best practices.
Strong financial acumen to ensure that all financial targets are achieved.
Efficient financial management skills and reporting within agreed budget as approved by Council.
Strong analytical background and report writing skills
Self-motivated with ability to manage independently
Excellent written and verbal communication skills
Ability to manage a diverse workload and meet tight deadlines
Attention to detail
Highly organised
Ability to work under pressure and on own initiative
*
Candidates Responsibilities will include*

Manage the day-to-day operations of a busy office.
Contribute to magazine production, presentation documents, case studies and reports.
Produce monthly reports of sales and marketing efforts, making strategic recommendations on ways to improve and better integrate our overall marketing strategy and web activity.
Financial administration, payments, reconciliations and accounting reporting and co-ordination
Providing monthly finance reports and organising  Council meetings
Deliver budgeted profit and turnover for account/s as agreed with Council  
Assist in the production and delivery of a three-year plan for the Association
Actively seek and identify opportunities for business growth and key areas of interest to consumers to inform live changes to the CAI communications strategy and interactions
Managing member database, handling member correspondence and telephone queries
Managing external  relationships
Developing fundraising strategies
Other duties to support the Associations’ business as and when required
The position will be permanent with a salary guided by previous experience and indicative of the financial capabilities of the NGO sector within which the association operates.

Applications by email to cai@thecai.ie or applications by post in confidence to be sent for the Attention of:
Dermott Jewell, CEO, Consumers’ Association of Ireland, 43-44 Chelmsford Road, Ranelagh, Dublin 6.

Last receipt of applications accepted will be at *4.00 pm on Friday, April 19th 2013.*

[broken link removed]


----------



## Brendan Burgess

> Maybe the CAI is saying goodbye to its CEO?



I doubt it somehow. But with that job spec what would be left for the CEO to do? 

His shows on local radio stations, maybe?


----------



## BudgetBrenda

Brendan Burgess said:


> I doubt it somehow. But with that job spec what would be left for the CEO to do?
> 
> His shows on local radio stations, maybe?



I agree. With a superman/woman to do all those things what would he do? And what will this new person get paid - not even a hint of the salary!

Given that the CAI have let go all the staff (except for the CEO) presumably with only statutory redundancy, I cant understand why they are now advertising for a new staff member. Why not ask one of the staff let go to return if there is now enough money to pay someone?


----------



## Time

Or is this just the same job as Jewell has but under a new title?


----------



## mmclo

Calico said:


> If the AGM was held with no accounts then how will they be ratified? I thought they had to be passed by members?



The Directors approve the accounts, but they are presented to the AGM afaik, the implication being inf you are unhappy you can turf out the directors


----------



## BudgetBrenda

just seen that last week CAI filed the resignations of 4 directors effective 28 march 2013.

Rats deserting the sinking ship....?

Would this get them out of personal liability for the debts of an outfit that doesn't seem to have been run to say the least in an open and transparent way?


----------



## Brendan Burgess

Hi Brenda

I don't think so.  I don't know the guys but I think that they have been serving for a very long time, so it's probably time for them to retire. 

I assume that Raymond O'Rourke has taken over as Chairman. 

I note that accounts have still not been filed. 

Brendan


----------



## Calico

Brendan Burgess said:


> Hi Brenda
> 
> I don't think so.  I don't know the guys but I think that they have been serving for a very long time, so it's probably time for them to retire.
> 
> I assume that Raymond O'Rourke has taken over as Chairman.
> 
> I note that accounts have still not been filed.
> 
> Brendan



Hi Brendan....from the CRO website is seems they were filed at the end of March.


----------



## Brendan Burgess

Hi Calico 

Good spot.

While the CRO file indicates that they were lodged on the 28 March, the auditors' report was signed on 23 April and the CRO stamp is 1 May i.e. today.

They were not there this morning, so I guess they put them up this afternoon.


----------



## Calico

Anything interesting in them? I don't suppose the CEO's salary was apparent? Have they sold their premises yet? I guess the new person will be taking over soon...


----------



## BudgetBrenda

I just looked at the accounts. The accounts are for 18 months to 30 Nov 2012. The CEOs salary is not apparent. This organisation that asks others to be open and transparent has never been that way about the CEO salary. There were 4 staff in this period and only a total figure for these staff. All apart from the CEO were made redundant in this period. The new person should have a lot to do! 

Does anyone know if the CEO is retiring or perhaps being made technically redundant to get a payout which the state will have to pay for as it appear the company has no money from the accounts.  the premises have been written down to €600,000 in these accounts.


----------



## Brendan Burgess

Here is a summary of the accounts



 Building|€600k| Cost: €908k
Current assets|€54k
Creditors|(€650k)
Net Assets|€4k So, if they sell the property for €600k, they are solvent. If they don't get €600k, they are insolvent. 



|18 months to {br}30/11/2012|12 months to{br} 30/5/2011
Income|€566k|€417k
Expenditure|€513k|€546k
Surplus|€54k|(€129k)Analysis of expenditure


 18 months to {br}30/11/2012|2 months to{br} 30/5/2011
Magazine production|€279k|€207k
Marketing and admin|€190k|€328k
Bank interest|€42k|€11k
|€513k|€546k


----------



## Brendan Burgess

No mention of the CEO's salary 



> REVIEW OF THE YEAR AND FUTURE PROSPECTS
> The council is disappointed with the result for the period. The loss in value on the premises of €203,99I, after depreciation, for the J 8 month period, has been difficult to absorb.
> 
> 
> Acting upon advice, the Council took all steps possible to ensure continuity and solvency. Having done so, the Council is now committed to continuing its efforts to restructure and to increase the number of subscribing members and is currently reviewing other potential avenues and courses through which it can generate much needed funding.
> 
> There continues to be an unforeseen and fundamentally adverse change in the entire global financial system including the economic and financial environment in which the organisation operates. It is very difficult to determine the long term impact of this situation on the organisation. The Council members continuously monitor the company's exposures to risks such as financial, liquidity and cash flow risks and take appropriate action should it become necessary.




*Note 5*
STAFF AND STAFF COSTS
The average number of persons employed during the financial year was 4 (2011 : 5).

The aggregate amounts paid to or on behalf of staff are as follows:



|18 months to {br}30/11/2012|12 months to{br} 30/5/2011
Wages Salaries and Fees|€265k|€221k
PRSI|€27k|€24k
Pensions costs|€(20k)|99kConsultation fees and other income includes €4,224 in respect of the CEO's representation of the organisation on various boards and courses. Fees received, after deductions of tax at source, in respect of The Consumers Association of Ireland Limited nominated Investor Compensation Company Limited representation are lodged in full to the benefit of The Consumers Association of Ireland by the Chief Executive Officer.

The council members receive no remuneration for their services as council members of The Consumers Association of Ireland Limited.

Fees paid to members from directorships and council representations held on behalf of the organisation,  which are retained by the council members personally, amounted to €nil during the period ended 30 November 2012.


Members sitting on such boards are also entitled to reclaim expenses incurred from the relevant organisation. Details of the organisations on which the above members and the CEO sit are available on the organisation's website, www.thecai.ie.


----------



## Calico

Almost €200k on 'marketing and administration'? That's just crazy! What on earth is that money being spent on?


----------



## Time

That would be the CEO salary.


----------



## Calico

According to today's Sunday Business Post Dermot Jewell is 'unburdening' the CAI of having a CEO. However he is staying on in a 'consultative capacity'.

The AGM debacle is also reported......they must be reading AAM.


----------



## Time

He is staying on at the same salary no doubt.


----------



## Time

> Jewell told the Sunday Business Post that he planned to "unburden" the association of a chief executive, which he said was no longer appropriate for it. He will continue representing the association at a European level in Brussels, a role he described as "predominantly voluntary".


Grand so Dermot. Out of pocket expenses good enough so?


----------



## Calico

Along with continuing to represent the CAI abroad, the article also says that Dermot receives €21,000 a year for representing the CAI on the board of the Financial Services Ombudsman. I suppose if they hired a new CEO it would be difficult to justify not giving her/him these responsibilities.


----------



## BudgetBrenda

Would love to know what he means by 'predominantly voluntary' - to me that means he's getting fees. If he was just getting out of pocket expenses, why not say so?


----------



## Brendan Burgess

Calico said:


> Along with continuing to represent the CAI abroad, the article also says that Dermot receives €21,000 a year for representing the CAI on the board of the Financial Services Ombudsman. I suppose if they hired a new CEO it would be difficult to justify not giving her/him these responsibilities.



Hi Calico

He was appointed by the Minister to Chair the FSO in his personal capacity.  So Chair of the FSO does not go with the job of Chief Executive of the Consumers Association. There would be no reason for him to resign from the FSO if he steps down as CE of the Consumers Association


----------



## Calico

Brendan Burgess said:


> Hi Calico
> 
> He was appointed by the Minister to Chair the FSO in his personal capacity.  So Chair of the FSO does not go with the job of Chief Executive of the Consumers Association. There would be no reason for him to resign from the FSO if he steps down as CE of the Consumers Association



Hi Brendan....point taken, but would he have got this appointment if he was not CEO of the CA? Probably not. I think it would be fair enough to keep this fee if his own salary is modest. Unfortunately as this information is not disclosed, we can only speculate. However we can say that €265k was spent on salaries for 18 months with only 2 employees - the CEO and a researcher - for most of that time. 

The point I was really trying to make is that ordinarily it would be the CEO of the CA who would go to Brussels and receive board appointments etc. With no CEO, there is no-one new to appoint. I think it is a fair criticism to say that it looks like he is cherry picking certain aspects of the position of CEO - something that is made a lot easier with no incoming CEO.


----------



## BudgetBrenda

I agree with Calico.

Aren't all board appointments technically 'personal' even though in most cases the person appointed is senior in an organisation (public or private) and it is that working background that gets them on the board and generally they are in any case representing the organisation they work for. A genuinely personal appointment would be where the person appointed had expertise relevant to the Board and their actual paid work was not relevant.

I hear on the grapevine that Jewell's package as CEO was a six figure salary plus  + VHI + pension whereas the staff, when they had any, were mostly on less than €30,000 pa. the latest accounts, given that there were only Jewell and one other for some of the time, seem to support that contention.


----------



## BudgetBrenda

Just heard that CAI held an AGM on Friday 29 March at 12 noon in Ballybrit Galway.

 Did anyone go?  Brendan Burgess? 

Did they not have the accounts ready as last time?  

Why Ballybrit - does their only remaining member live there!!!! None of the remaining directors live there as far as I know. Is the location and time to ensure that nobody goes and asks questions?


----------



## Time

> Is the location and time to ensure that nobody goes and asks questions?


To quote Francis Urquhart "You might think that, I couldn't possibly comment".


----------



## Brendan Burgess

HI Brenda

aRe you sure? 

I think that was the date of the 2013 AGM deferred? 

According to Consumer Choice in March, 


, Council can advise that the Association 
has sent the accounts for the 
12 months ended November 
2013 to the auditors and 
awaits the draft version 
for the Honorary Treasurer 
and Council to review in the 
coming weeks. As soon as 
these are finally approved 
and signed, a digital copy 
will be loaded for Members 
to view on the CAI website. 
Council will also determine 
the date and venue for the 
Annual General Meeting 
and will advise Members 
of the detail and within 
the appropriate period

There was no mention of it in the April Consumer Choice


----------



## BudgetBrenda

H

Hi Brendan, got back to my friend who passed the info to me. On CAI website 10/3/14 they asked for nominations to Council(Board of Directors) in writing by 28.3.2014 to Dermott Jewell.

 Don't they have EMAIL?  Isn't he no longer CEO so why are Board nominations going to him?!!!  
My friend then saw a notice about an AGM on March 29 and assumed it was this year due to the call for nominations.  You are right - it referred to last year - they really should update their website. I wonder how many nominations they got!!!!


----------



## BudgetBrenda

Just heard that the CAI filed their accounts to Nov 2013 last week. But they haven't had an AGM (see my post above).

Surely you cant file accounts with the CRO unless passed by members at the AGM?


----------



## Brendan Burgess

Hi Brenda

They had no AGM in 2012. 
They didn't notify people properly of the AGM in 2013 - just a notice on their website
They had no accounts at the AGM in 2013 which I attended. 

They were serious breaches of corporate governance in a membership organisation which receives state funding. 

I find the Companies Offices dates very difficult to understand. 

My main concern is that they hold an AGM and that the accounts are available for the members at that AGM. 

I would be less concerned about a failure to comply with some technicalities.


----------



## Bronte

Brendan Burgess said:


> They were serious breaches of corporate governance in a membership organisation which receives state funding.


 

So what happens for serious breaches of corporate governance, I assume little or nothing. At least it doesn't matter as this organisation is very small and cannot harm anybody. 

Who is responsible for ensuring corporate governance, and do they ever do anything.

Interesting point at the beginning about the auditors not knowing or realising or informing about when AGM's had to be held, not until Burgess raised a pertinent question. Who are those auditors? Of course maybe the guys running CAI misunderstood the date and it wasn't the auditors fault.  You would think that auditors, being professionals and board members, being paid and being board members would know the basics.


----------



## Brendan Burgess

I would be surprised if the auditors gave them misleading information about the AGM.


----------



## Bronte

Brendan Burgess said:


> I would be surprised if the auditors gave them misleading information about the AGM.


 
Well it seems to me that only when you asked a very specific question did anybody bother to find out whether the dates were ok. 

What would have happened if they held it on the wrong date. I presume nothing.

PS: You've great faith in auditors.


----------



## BudgetBrenda

The auditors are Crowe Horwath Bastow Charleton, Chartered accountants.

The accounts are for the year to 30.11.2013. they were signed by 2 directors on 10.4.2014 and signed by the auditors on 14.4.2014.  The last AGM was held in the Spring of 2013.

How is it that these auditors can file the accounts (I now have a copy from the CRO) on 15.4.2014 when they must know that no AGM has been held at which these accounts could be formally adopted by the members (who should have received the accounts 21 days before the AGM)?


----------



## Lightning

What do the accounts, that you downloaded from the CRO, say about their financial position? 

Is it not the companies responsibility to file the accounts?


----------



## BudgetBrenda

CiaranT said:


> What do the accounts, that you downloaded from the CRO, say about their financial position?
> 
> Is it not the companies responsibility to file the accounts?



Surplus for the year €39,773.

salaries €151,426 for 3 staff - reckon thats €100,000 min pa for Jewell and the balance shared between the other two. Less than Angela kerins though!

yes it is the company's responsibility to comply with filing requirement but the auditors generally do it as part of the fee/ Incidentally the auditors fee increased from €7000 (18 months accs to 30.11.2012) to €8,000 for the year to 30.11.2013. Why isn't CAI complaining about audit fees!!!!!


----------



## BudgetBrenda

Can anyone confirm the rumour that the CAI AGM is on June 23 in Cork?

No directors Cork Based so lots of expenses attending.

Any members in Cork?!!!

Quorum likely?


----------



## Brendan Burgess

Hi Brenda

Well spotted. I had emailed them asking to be informed and I received no reply. I thought I had checked the May issue of Consumer Choice and had seen no mention of it. But it's there now.

I have extracted the page on the attached. It does say that "Postal Invitations will issue directly to members" 


As it happens I have some other meetings to arrange in Cork, so I will be attending. 

Brendan


----------



## Romulan

*Postal notice of AGM*

Received a letter yesterday.

Meeting June 23rd in Cork at 12:30pm.
Ambassador Hotel.

They no longer appear to have my email address.


----------



## BudgetBrenda

Sunday Times today reports that CAI did not get the €45,000 funding on offer and neither did any of the other applicants.  Not good news for CAI to announce at their AGM in Cork tomorrow. Unlikely there will be many members there to hear the bad news.

Brendan, I hope you are still able to go.


----------



## mmclo

Any further updates?


----------

