Minutes
Minutes
1. Confirmation of Minutes to Last Meeting – 25th February 2016
The minutes were agreed to be a true record of the meeting, proposed by Mark Lockie and seconded by Mike Eckles.
2. Matters Arising From Minutes to the Meeting of 25th February 2016
Urgent Action on Mike Eckles to arrange without delay the transfer of funds from Paul Owen’s JP Morgan account to one of the Society’s Bank accounts.
ACTION COMPLETE
Mike Eckles had to write a second letter to Paul Owen indemnifying him against any tax implications as the JP Morgan cheque was made out to him personally and had to pass through his personal bank account.
Mike Eckles observed that after some initial teething problems the effectiveness of the Xero accounting package was improving rapidly and critical financial information was immediately available. Nick Gladwell expressed a similar view of the package and added that he would investigate further upgrades to add functionality such as payroll and pensions. Peter Mansbridge drew the attention of the meeting to the Xero financial summary reports included in the Council information pack. Mike Eckles further added that Petar Andreev, the new Finance Administrator would be able to use Xero to keep better records and improve liaison with HMRC and Companies House.
NEW ACTION on Nick Gladwell to investigate extensions to Xero.
Mark Lockie noted that the new Membership Blue Book showed the SCMS registered office as the new address but this has not yet been changed on the Companies House register. Mark has informed Petar of the need for this change. Nick Gladwell offered to ensure this was progressed.
NEW ACTION on Nick Gladwell to oversee the change to the registered office address on the Companies House register.
Action on Maurice Perrin to advise on the potential split of the accounts. Some progress has been made insofar as membership revenue is now stored in a separate account from CA revenue but no attempt has yet been made to apportion costs. It was agreed that the fee to be paid by Examiners would appear in the CA account (labelled “Trading”) rather than the Membership account. The additional Examiner membership fees have not yet been invoiced pending completion of the examiner revalidation process by the CA Committee.
ACTION CONTINUES
Mike Eckles confirmed that the new Lloyds Membership account is receiving membership subscriptions but so far has not being used to contribute to any costs – e.g. rent, phones, etc. He added that the Blue Book costs would have to be met by the Membership account but revenue from advertising would also have to be paid into the same account. Mark Lockie pointed out that the costs of the Blue Book had been invoiced but not yet paid and that invoices for the advertising revenue generated by the Blue Book had not yet been raised.
NEW ACTION on Nick Gladwell to process Blue Book invoice and advertising revenue invoices.
NEW ACTION on Nick Gladwell to propose structure for costs to be applied to the Lloyds Membership account
In response to a question from Bob Barnes, Mark Lockie explained that the cost of publishing the Blue Book was lower than the previous cost of about £3,000 as a different printing company had been used. Mark also pointed out that the Society now has a digital copy of the Blue Book which will simplify editing and facilitate the transfer to another printer should this be required.
In response to a question from Mike Eckles, Peter Mansbridge informed the meeting that the balance in the Membership account was £16,741.60. This is shown in the Balance Summary 13th June 2016 sheet which is included in the Council information pack. Peter pointed out that 160 members had paid so far with 80 members still outstanding. Nick Gladwell added that according to the rules the 80 members who had not paid the subscription were technically no longer members, although it was important not to lose them. Mike Eckles agreed that chasing these fees should be undertaken after completion of the move. Bob Barnes and Nick Gladwell pointed out that chasing late payment of membership had been performed by Peter Hicks in the past but this had not taken place as Peter had been unwell for a long period. Mike Eckles expressed the view that better use of Xero would simplify this task in future.
NEW ACTION for Nick Gladwell to chase late payment of Membership fees.
Action on Peter Mansbridge to check Data Protection registration details.
Data Protection re-registration has been completed and was confirmed on 3rd June. The publication of members’ names, addresses and contact details is covered by Bye-Law 9 of the Articles of Association that governs all members. This states:
”Bye-Law 9. The Council shall publish either annually or from time to time as they may judge expedient, a list of the members, their companies and firms and of the members of the Council and Officers of the Society and containing such other matters as the Council shall consider it expedient to publish therein. Each member shall be entitled to a copy free of charge. Other copies may be distributed on any basis as seen fit by the Council.”
ACTION COMPLETE
Action on Peter Mansbridge to amend subscription renewal reminders due to be sent out for next year. Noted for inclusion in the forthcoming renewals.
ACTION CONTINUES
NEW ACTION: Peter Mansbridge to provide staff details to Warner Goodman.
ACTION COMPLETE
Action on Mark Lockie to register the Society on the Pensions Website. Mark reported that he has registered his name as the contact and that we have to be fully registered by 1st November 2016. The Society’s plans have to be complete and registered 6 months before that. The preference is to use the government on line scheme which is the most simple to manage. Mark Lockie pointed out that the only staff member who is obliged by her age to start a pension scheme is Avril Mallon. The paperwork has to be in place by April 2016 although the scheme itself would not start until November 2016.
ACTION CLOSED. None of the London staff will be affected by the pension registration.
NEW ACTION: Mark Lockie to forward all pension details to Nick Gladwell.
Pension administration for the new team has passed to Nick Gladwell.
NEW ACTION: Nick Gladwell to progress research, registration and administration for the new pension scheme in time for the November 2016 deadline.
Nick reported that Petar Andreev had much useful knowledge of the new pension law and this would be put to good purpose. Nick indicated that Petar had joined on 13th June 2016 and it was apparent that he was probably underpaid for the skills he brought to the job. This will be reviewed after his first year of employment. Nick noted that SCMS had to pay 15% plus VAT of the first year salary of both new employees to the recruitment agency.
Action for Mark Lockie to explore the possibilities and costs of alternative phone systems. An installed six phone system using existing lines would be £764.40. Alternatively a Voice Over IP (VOIP) system from BT would cost £486.87 per quarter. This would initially include four incoming numbers. Use of the line that provides the existing broadband facility was not clear. Further discussions will be necessary to establish costs for the integrated communications and IT system initially discussed.
Peter Mansbridge reported that considerable progress had been made in reviewing alternatives to the original proposal and these are detailed in documents included in the Council pack – Proposal for ICT Investment in Relocation from Lambeth to Southampton and SCMS ICT Options. One factor that forced a change to the original approach was the exorbitant cost of moderate speed (30-50 Mbps) Internet connectivity to the Southampton office. A lower cost but adequate performance alternative was designed with help from Pinnacle and implementation was in progress that would deliver a solution in time for the final relocation on 24th June. The yearly cost of the alternative is just over £900 p.a. more expensive than the original plan.
Nick Gladwell further explained that agreement on the lower cost alternative and timeline had eventually been reached with Pinnacle. The problem arose from the original assumption that broadband performance via a single Fibre to the Cabinet (FTTC) connection would suffice as in London. It transpired that BT now reserve FTTC connection for domestic users and business users were expected to pay for a leased line which provides fibre to the office. The cost of this was of the order of £460/month and required the expense of additional equipment in the office. It would have been even more expensive if that approach had been adopted in June as the organisation on the first and second floors of the new office building were implementing a leased line and SCMS would have had to pay a share of the initial installation which included costs for laying fibre under the road. The application for an SCMS leased line a few months after the other company had completed their installation would attract a lower charge.
The interim solution now agreed uses three analogue lines from BT each of which each will be enabled for broadband using ADSL2+ technology – effectively broadband supplied by copper wire to the exchange. Two of the lines will be converged to provide a larger broadband capacity (approximately two parallel connections each of about 11 Mbps download speed). The third line will provide an assured broadband connection to support the six Horizon VOIP handsets which should support three independent concurrent calls. These handsets can be twinned with mobile phones as required.
ACTION COMPLETE
Bob Barnes advised that membership of the Southampton Chamber of Commerce might be helpful in respect of negotiations with BT and he suggested that SCMS investigate joining.
NEW ACTION: Nick Gladwell to investigate joining the Chamber of Commerce.
Mike Eckles queried the cost of Pinnacle support and noted that they were also supporting the IT relocation. Peter Mansbridge explained that the move costs were transitory and the budget calculations to date showed that the ICT costs of £14,000 p.a. in London should remain unchanged in Southampton. The numbers are shown in the “Relocation and Running Cost Summary” sheet included in the Council pack.
The current Pinnacle contract includes one half day of an IT (not phone communications) consultant on site per month and this may need to be renegotiated in view of the travel involved. Remote IT support from the Pinnacle London office will continue without change. Pinnacle have said that they have staff who live in Southampton who can visit easily but this has not yet been explored. If Pinnacle IT support for relocation and continued help desk support from London is unsatisfactory then the IT contract can be terminated and a new contract negotiated with a local Southampton company.
The £125/month support that was added to the original £500/month IT support contract at the request of the Board meeting in January will terminate on 23rd June as the London IT is decommissioned. This additional support provided an independent backup and recovery facility in the possible event of industrial action by staff after the announcement of closure for the London office.
In response to a question from Mark Lockie, Peter Mansbridge explained that the contract for the BT lines in Southampton had been placed through Pinnacle so that SCMS could manage all ICT via a single contractor with one number to call for support.
In response to a question from Mark Lockie, Nick Gladwell confirmed that the phone contract was for three years. Peter Mansbridge added that the Pinnacle IT support contract can be terminated with three months notice.
In response to a question from Bob Barnes, Peter Mansbridge confirmed that no changes had yet been made to the SCMS web site. This had been deferred until after the move. Any urgent changes can be made by the original designer, Graham Street. Nick Gladwell added that the new staff (Peter Spence as the Senior Administrator and Petar Andeev as the Finance Administrator) had web skills but had only been able to access small parts of the site. Paul Owen had offered to show how to access the full site but had been unsuccessful.
In response to a question from Mike Eckles, Nick Gladwell confirmed that the new Southampton staff would visit the London office on 20th and 21st June. They will also visit Seawork.
Mike Eckles asked what progress had been made with regards to electronic signatures and Bob Barnes explained this was an MCA question that had been passed to Paul Johnson.
NEW ACTION: Paul Johnson to report on the acceptability of electronic signatures by the MCA.
Action for Peter Mansbridge to ascertain the cost of a dedicated pair of “computer distance” glasses for an employee and arrange for the employee to be reimbursed accordingly. A preliminary investigation indicated that a cost of £100 would be appropriate and this was agreed. To be progressed.
ACTION COMPLETE
Action for Peter Mansbridge to distribute the latest available version of the five resolutions and the SCMS paper “Bringing Seafaring Experience to Marine Activities” (version 2.1 with Annex) to all Council Members, with comments to be received within 14 days. This was completed on 12th August but no comments have been received.
Bob Barnes had suggested that this initiative be restarted now that the audit was complete as the future of the Society depended upon membership growth.
Mike Eckles and Peter Mansbridge had discussed the next steps to be taken and it had been agreed that this should go ahead but priority would be given to relocation activities.
ACTION CONTINUES
Mike Eckles noted that Stuart Gladwell was qualified to administer First Aid and this would suffice for the Southampton office.
Mike Eckles asked for an update on vertical audits. Nick Gladwell explained that we were now behind due to the relocation but that the programme would be restarted when this was complete. Nick pointed out that costs had been high for the MCA audit and the relocation, so travel expense to perform vertical audits should be kept to a minimum. He had arranged for five audits to take place during a recent holiday in Scotland but only one (Steve Clarke) had been achieved due to the usual difficulties experienced in maintaining dates for vessel surveys.
NEW ACTION: Nick Gladwell to report on vertical audits achieved.
Action on Nick Gladwell to complete the approved scrutineer list after his holiday. This has been passed to the CA Committee meeting.
ACTION CONTINUES
Action on Paul Johnson to seek formal clarity from the MCA regarding the practice whereby a Scrutineer at one stage in a vessel’s five year certification by SCMS (or any other CA) could later become an examiner for the same vessel.
Nick Gladwell pointed out that when a surveyor was asked to perform an examination by an owner the contract was between the owner and the surveyor. The surveyor was then effectively working for the owner but authorised by SCMS. When a surveyor was contracted by SCMS to perform a scrutiny he was working for SCMS and independent of the owner and the examiner. It was not acceptable for an examiner to be involved in the scrutiny of the same vessel. This is a conflict of interest which also applies if the examiner and scrutineer are employed by the same organisation.
At the audit in February the MCA had made clear that the scrutineer function effectively applied for the five year life of the certificate, so the scrutineer could not take on the role of examiner until the start of the next 5 year certificate.
Nick counselled that a formal approached to the MCA to further clarify this point would be counter productive.
ACTION COMPLETE
Action on CEO Certification to amend office practice to ensure that payment is received before certification work on a vessel is started.
ACTION CONTINUES
Action on CEO Certification to obtain the mandate to sign cheques. This is still in progress although no delays have been experienced in making payments and operating the account.
The mandate had been delayed by an exchange of correspondence with Lloyds who had demanded updated information on the SCMS ownership structure combined with a threat to freeze accounts if this was not forthcoming by 8th February 2016. Documentation and identity checks have been provided and the threat of freezing accounts had been formally lifted.
A similar discussion was started after a letter was received from HSBC. This has not been completed.
ACTION CONTINUES
Action on Mike Eckles to advise on the structure of Peter Hicks ongoing remuneration package after discussion with the solicitor. An annuity had been suggested.
Mike Eckles advised that no action should be taken at this time in view of Peter Hicks’ poor health.
ACTION COMPLETE.
Action on Mike Eckles and CEO Certification to seek advice from Menzies on the structure of the separated businesses. This had not been successful in 2015.
Mike observed that a true split would be very hard to manage but it was agreed that the numbers should still be collected for information and this has been done.
A split would raise questions of VAT and corporation tax. Research has revealed that SCMS has no VAT liability at present and it was agreed that no further work should be performed in this area other than the apportionment of Membership and CA costs/revenues discussed above. It was noted that VAT is payable on the Southampton lease.
ACTION COMPLETE
Action on Secretary/CEO Certification to suggest to Paul Owen his FEMAS address should be amended to either The Marine Society or c/o SCMS.
ACTION COMPLETE
Action on CA Chairman and CEO Certification to discuss with Warner Goodman whether the value of PI cover for Examiners should be disclosed as part of the Examiner revalidation process.
ACTION CONTINUES
Action on Chairman and Norman Finlay to speak to those concerned requesting assistance in the production of articles and the Technical Handbook.
ACTION CONTINUES
Marl Lockie asked whether any developments had taken place regarding deferment of the next MCA audit currently expected to be in September 2016. Nick Gladwell replied that no action would be taken until the move was complete and all systems were functional.
NEW ACTION: Nick Gladwell to negotiate a new MCA audit date.
Action on Peter Mansbridge to investigate the efficiency of existing banking arrangements.
ACTION CONTINUES
Action on Mark Lockie to provide a list of minor changes to the web site.
ACTION COMPLETED
Action on Peter Mansbridge to send copies of all membership applications to Mark Lockie and Peter Hicks.
ACTION COMPLETED
Action on Mark Lockie to get the preferred location details to Warner Goodman so that the negotiations can start.
ACTION COMPLETED
Action on Management Board to establish a date for relocation so that events prior to that date can be planned: staff told, removals, IT actions, exit, etc.
ACTION COMPLETED
Action on Peter Mansbridge to get staff details to Warner Goodman on the assumption that Peter Hicks started in 2000. There are still some doubts as to the actual date but it is certain that he has been employed under the present arrangement for at least 12 years. This is the maximum for statutory redundancy calculations.
ACTION COMPLETED
Action on Peter Mansbridge to complete the relocation budget for approval by the Management Board.
ACTION COMPLETED
Action on Peter Mansbridge to get proposals from Pinnacle to support the changes before the move as well as the move itself.
ACTION COMPLETED
Action on Mike Eckles, Mark Lockie and John Banister to send comments and marked up changes of the draft Staff Contract and Staff Handbook documents to Peter Mansbridge.
ACTION CLOSED
Action on Peter Mansbridge to amend the Maritime Journal entry and return to Norman Finlay.
ACTION CLOSED
Action on Norman Finlay to send Seawork invoice to SCMS.
ACTION COMPLETED
Action on Peter Mansbridge to ask Clive Robinson if the RSYC could support the AGM.
ACTION COMPLETED
Peter Mansbridge had reported that some vessel owners were confused by self-certification, particularly since the procedure had been changed to put greater responsibility on the owners to be responsible for their own certification and anniversary dates. He suggested that some form of simplified welcome pack could be introduced for owners, some of whom were barely literate. Bob Barnes expressed the view that this problem should be referred to the CA Committee and this was agreed.
Action on Peter Mansbridge to raise the simplification issue at the next CA Committee meeting.
ACTION CONTINUES
Action on Peter Mansbridge to arrange for a mobile phone and FileMaker licence to be provided for Beverley Gallehawk.
ACTION CLOSED
Action on Peter Mansbridge to discuss the part time project management role with Carol Barnett.
ACTION COMPLETED
3. CA Report
Paul Johnson could not attend the meeting so this item was deferred.
4. Financial Report
Mike Eckles went through the key financial summary documents included in the Council pack.
Balance Summary 13th June 2016
Mike commented on the significant decline in funds due to the audit and relocation costs. Peter Mansbridge pointed out that the JP Morgan investment had been closed with the balance of £23,375.25 transferred to the Lloyds Trading account. A further £25,000 had been moved from the HSBC Money Manager (savings) account to the Lloyds Trading account which then stood at £69,410.46. The Lloyds Membership account was £16,741.60 which in past years would have been added to the Trading account making a total of £86,152.06.
Mike also noted that nothing had been transferred from the Charities Commission Benevolent Fund for 2015 or 2016. Further analysis of the Benevolent Fund withdrawals will be necessary to establish an accurate picture of the balance owed to the Trading account. £5,000 was transferred from the Lloyds Benevolent Holding account on 3rd March 2016 to cover the £5,000 contribution to paying Peter Hicks incurred by the Trading account for 2015.
NEW ACTION: Nick Gladwell to analyse the Benevolent Fund transfer history to establish the correct amount to be transferred to balance the Lloyds Trading account.
Payment of the last quarter of the Warner Goodman 12 month contract is due on 8th September 2016. A decision on renewing this contract will be necessary before 8th December although it should be noted that the Articles of Association (75.2) state “The Council shall appoint a solicitor or firm of solicitors to be the solicitors to the Society.”
The last invoice for the London lease has been paid.
Mark Lockie explained that the first invoice (part of a quarter) had been paid for the Southampton lease but the first full quarter will be due on 24th June. The exact figure is not yet known although the budget calculations have allowed for £7,500 per quarter.
In response to a question from Bob Barnes, Peter Mansbridge explained that the removals cost shown is the total cost excluding the removal of unwanted furniture. Nick Gladwell explained that a quote of over £1,000 had been received for this and he had attempted to get the Marine Society Facilities Manager to accept the unwanted furniture to be demolished with the building. This had been rejected as the terms of the lease state that the office has to be cleared as though a new tenant was to occupy the office. An arrangement was eventually agreed that the lease otherwise due from 1st to 15th July would be waived and the Facilities Manager will arrange for the final clearance at a nominal cost.
5. Office Relocation and Staffing
It was agreed this had already been adequately discussed.
6. Recruitment of Council Members
Mark Lockie asked whether it was possible to change the Articles of Association such that Council members could be ordinary Members rather than Fellows. Bob Barnes agreed and reminded the meeting that this was one of the proposals discussed in the “Bringing Seafaring Experience to Marine Activities” paper presented by Clive Robinson at the 2015 AGM. This also includes provision for younger members. Mark Lockie offered to propose this formally at the AGM.
Mike Eckles suggested that it would be more practical to co-opt members on to the Council as a practical measure while the process of amending the Articles took place in parallel. Bob advised that if a resolution to extend membership of the Council was raised and passed at the AGM this would suffice in the short term. Mike suggested the proposal should be that members could be co-opted to serve on the Council pending a change in the Articles of Association to accommodate this change.
7. Any Other Business
Peter Mansbridge raised the subject of membership. Nick Gladwell reported that he had received two new applications via Seawork on 14th June. Mike Eckles reported that he had received one.
Bob Barnes volunteered to take on a position of Honorary Secretary for Membership if required. Mike Eckles asked Mark Lockie how much time he had to perform this task as part of his role as Vice President for Membership Services and Mark replied that he considered it a good idea for Bob to take over the Membership Secretary function.
Bob acknowledged that the CEO function was a full time activity primarily focussed on certification and running the office and he considered that someone ought to concentrate on membership. Mike agreed with this arrangement (subject to AGM approval) and asked Bob to liaise with Petar Anreev as it had been agreed that Petar would look after the membership administration. Nick Gladwell added that as Peter Hicks had been off sick for several weeks, recent attempts had been made to understand the position on new membership by going through his desk but this had been unsuccessful.
Bob Barnes strongly advised that the membership application form be made available on the web site at the earliest opportunity. Peter Mansbridge pointed out that the SCMS Enquiry process via Website Submission had been used for membership enquiries for some time and these had been duly processed but a proper on line application form would be a far superior approach.
NEW ACTION: Nick Gladwell to arrange for on line membership application facilities to be established via the web site.
Mike Eckles raised the subject of office management. He explained that following the last Council meeting on 25th February he had not had time for a formal interview with Stuart Gladwell before Stuart had to rejoin his vessel. Progress was therefore based on the earlier Council discussions supplemented by Management Board decisions and discussions with Nick acting as proxy for Stuart. Nick explained that Stuart had started on Monday 6th June as Office Manager with Nick providing technical training. Nick and Peter Mansbridge were jointly sharing the CEO activities; Peter was dealing with the legal aspects of the redundancies, resolving the negotiations with Pinnacle and writing minutes and Nick was looking after the technical and practical side of certification including signing certificates, file reviews and audits. As the new office becomes more engaged Peter will be less involved. Stuart is already running the office, managing the staff and will be dealing with the throughput of certification including Council meetings.
Norman Finlay mentioned that he had attended a meeting of the other certifying authorities to deal with various aspects of the code, particularly common interpretations and matters with the MCA. Bob Barnes asked whether the Small Ship Surveyors Forum should handle this but Norman pointed out that it was not effective and not all CAs were represented. Mark Lockie concurred and pointed out that Mecal were not included. Bob agreed as Mecal were a commercial organisation. Mark added that he was at the same meeting with Norman and IIMS had proposed the creation of an association of certifying authorities and the production of common standards for training, common interpretations of the code and surveyor standards. A presentation on this subject by IIMS is scheduled at Seawork on 15th June. Mark added that YBDSA were against the proposal; there were issues of cost and questions about IIMS leadership although both Norman and Mark agreed that it was a good idea in principle. Norman will write a formal letter responding to the invitation to form a new association and expressing an interest.
Mark Lockie stated that he had offered the use of the SCMS Board Room for a meeting if necessary.
Norman Finlay raised the subject of the new under 500 tonne code. The MCA have produced an over 12 passenger code and are putting together an under 500 tonne code. Norman, Mark Branson and Paul Wilkins are working through the large yacht code which the MCA have used as the basis for the under 500 tonne code, removing the parts that are irrelevant. When complete a first draft will be produced which will then be used for general consultation. This is a more efficient approach than starting with the consultation which would be a much longer, drawn out process.
This does not affect SCMS at present. The vessels will be built to Class and will be surveyed by Class. The argument with the MCA will be that Societies like SCMS have technically qualified personnel who are capable of surveying ships of that size and larger and should be allowed to do under 500 tonne vessels. It will be a slow process to get acceptance but there are signs that the resistance is weakening.
8. Date of Next Meeting
To be advised.
There being no other business the President closed the meeting at 17:55
