RREC Boardmeeting d. 30 august 2017

Deltagere

1 / undskyldninger

Allan Rosetzsky

2 / Erklæring af interesse for dagsordensposter (betaling og gaver) Ingen interessetilkendegivelse.

3 / Protokoller fra det sidste bestyrelsesmøde den 5. juni 2017

Protokollen fra mødet den 5. juni blev godkendt og underskrevet af formanden – de vil nu blive offentliggjort til medlemskabet.

4 / Sager Opstår fra bestyrelsesmødet den 5. juni 2017, ikke andetsteds henvist til dagsordenen

4a / THH Arkiver – Mosely Collection (IH)
Clive Green har meddelt bestyrelsen, at samlingen faktisk er i pleje af WO Bentley Memorial Foundation, ikke Bentley Drivers Club. Dette emne vil være på dagsordenen på deres næste møde, og de vil kontakte tilbage til SHRMF.

4b / Værdiansættelsesofficer – Erhvervsklausul (DM)
Citater er indsamlet fra vores eksisterende forsikringsselskab, hvis råd, der dækker op til £ 1million, ville være mere end tilstrækkeligt. Det blev foreslået, at ejere af højkvalitetsmotorer, der anmoder om en værdiansættelse, betaler forskellen på individuel basis, men AF mindede bestyrelsen om, at en million pund værdiansættelse ikke er usædvanlig i dag. En advokat skal kontaktes for at sætte den rette ansvarsfraskrivelse på plads for at undgå, at RREC påtager sig noget ansvar.

AKTION: JVB at søge juridisk rådgivning om dette emne. 5 / Formandens R eport [SKRIFTLIG RAPPORT]

5a / Bestyrelsens mål
Bestyrelsen validerede følgende hovedmålområder:

1. Finansiel forvaltning
2. Juridisk overholdelse (H & S, Brand, Pensioner)

3. ITinfrastructure

4. Website + RRECApp (= SectionandRegistersupporttool !!)

5. BulletinTake2

6. Varemærkeaftale

7. Branding

8. Marketing plan – > gearing eller indarbejde “særlige erfaringer” -> gearing RRMC,

   BML, BDC forhold

9. Differentieret seminarplan

   5b / Debrief af Giles Taylor besøg (Design Director RRMC)

Guided tour by Philip Hall (vote of thanks). Giles Taylor (GT) was highly interested in Sir Henry’s early electrical exploits. GT confirmed that RRMC is working on an electric car that is to co-exist with the V12 (no hybrids, no diesels).

5c/ Debrief of BML meeting with Stéphanie Bastock (Royal and VIP Relations Manager)
Stéphanie Bastock confirmed that the Bentley board agreed to start engaging with the Clubs. A number of 2019 Bentley Centenary celebration options were discussed that will be taken up with the BDC first.

5d/ Board Advisory Group
Graham Mead floated the idea of establishing an advisory group rather than having individual advisors and made a proposal re. its composition.

Recommendation: good idea to guarantee long term continuity. The GM must be able to rely on stable Board backing but the Chairman changes every 2 years and Board composition and skills are subject to frequent change too.

There is some history to this when the Chairman’s Advisory Committee was formed to assist Trevor Baldwin and as a spin-off of that, Ted Meachem ended up as the Conference Chairman.

Despite sympathetic to the idea, the Board felt that its composition would be a difficult thing to achieve as the Group both needs to be forward thinking whilst having a good ‘corporate memory’.

5e/ Trademark update vs rebranding
Following a revised contract received from RRMC, the Trademark Committee (TMC) Chairman is now reflecting the TMC comments in a new draft. This draft has a bearing on the rebranding options open to the RREC. The Board subsequently decided on the preferred branding option allowing the GM to progress the matter.

5f/ HH Archives (HHA) Steering Group

AS IS:
The Archive Committee has been disbanded. The HH Archivist has a plan, but will need some direction / sounding board moving forward. The GM is there to make things happen, but has not the background (nor time) to provide direction and be that sounding board.

TO BE:

HHA Steering Group consisting of the people who have been and are still involved – Clive Green (SHRMF Deputy Chairman), David Maykels (RREC General Manager, Amii Errington (HH Archivist), Sharron Bland (Records Administrator) and Jane Pedler (SHRMF Chairman). They would need to have the authority to agree policy and make recommendation to the RREC and SHRMF Boards which could then be agreed with (hopefully) the minimum of interference and fuss. Presently there is the website project, the West Wittering Files, the scanning project (so far led by Clive), etc. Amii, Sharon are directly concerned. David is their boss. Jane can represent the SHRMF or delegate to somebody else and Clive can start transferring some of his know how. So all ‘involved’ people.

In summary, the Archives are too important to leave just to one person. But equally we don’t want a committee who will make the Archivist life’s hell. So a steering group seems like a pragmatic solution. The Board approved the formation of the HHA Steering Group, chaired by the Archivist.

ACTION: JVB to inform the persons concerned and to ask AE to draft its Terms of Reference.

5g/ 50 Year Membership Eligibility Proposals:

• –  50Y badge and life membership are due at the beginning of the membership year during which the 50th anniversary is due.

• –  Life membership is personal and stops with death.

• –  50Y membership:

  o If both partners have been member for exactly the same period and the full member dies, then the joint member becomes the new full member and can add the required years to the previously acquired seniority (this time as normal full member) till 50 is reached.

  o If both are still alive when both reach 50 years of membership (1 as full and the other probably a combination of full and joint as joint did not exist that long), then the privileges (badge + free) go to both members.

  It was felt that this was one of many examples that came with a number of problems.

  RF said that 50 year badges cost the Club approximately £350 per badge. The decision ten years ago to award these badges and free membership comes at a high cost. The cost of badges and lost membership income from Life and some Honorary Life memberships will be approximately £15,000 in 2018 alone. Based on trends over the past decade, this will rise to around £30,000-£45,000 per year in ten years.

  ACTION: LR to draft a proposal for membership categories and JVB to explore the formation of a Group willing to revise the Articles, starting from the proposals drafted by the late Celia Fitzhugh and approved by the Board in December 2015.

  6/ Deputy Chairman’s Report [WRITTEN REPORT]
  Corporate Governance is the system of rules, practices and processes by which a company is directed and controlled. It essentially involves balancing the interests of a company’s many stakeholders and, in the case of RREC Ltd, covers Club members (wherever they may be), staff, suppliers, its registered charity The Sir Henry Royce Memorial Foundation (SHRMF), and the local community. Corporate Governance should provide the framework for attaining the company’s objectives, encompassing practically every sphere of management from action plans and internal controls to performance measurement and corporate disclosure.

  In the case of RREC this important aspect of the Club has been rather haphazard and it requires an overhaul. Over the next few months areas such as Staff Job Descriptions, Board member responsibilities,

relationship with the SHRMF, use of The Hunt House (and possible development), plan(s) for the future, will need to be addressed in some detail.

I have spent quite a few hours looking at this thorny subject and there is a quite a bit of work for a number of people to consider. Not least the current financial position, future management of finances and targets to be aimed for. This area has suffered from very poor control recently and it is proving difficult to correct a worrying situation.

RREC has some very loyal staff and their current workload is quite heavy. This situation should be greatly improved as the various improvements to its operations are completed but they will still need strong support and clear direction.

Change is always a difficult thing to achieve without upsetting people and there are a number of significant changes currently ongoing and being proposed. Those being proposed need to be very carefully considered and any decisions made must not offer distractions or disruptions. The needs of the members should always be paramount when a decision is to be made.

Eight members, who have volunteered their services, will be joining us on Wednesday. The Board will have an opportunity to assess them and needs to decide what to do. The Articles of Association allow it to appoint two people to fill the current vacancies until the next AGM and I would suggest that it needs to do everything to encourage all of the “volunteers” to stand for election in 2018. The adage that “one volunteer is worth ten pressed men” should be remembered and possibly a way of involving all of these people in some way explored.

6a/ Financial Management Proposal (see separate document) – decision request
IH proposed that all accounts have the following signatories – General Manager, Financial Administrator, Financial Director and at least three other directors. Payments up to £1,000 would require one signature, those between £1,000 and £5,000 two signatures, one of which must be a Director. Payments in excess of £5,000 will also require two signatures, one of which must be a Director, and the payment must have been authorised by the Board either directly or through acceptance of a budget proposal. The proposal was unanimously agreed”.

6b/ Co-option of FD and Director for Registers
Knud Blaesberg and Keith Dewhurst were appointed as Directors of RREC Ltd to serve until the next Annual General Meeting. John Neale will be asked to provide liaison between the Registers and the Board.

ACTION: IH to contact and inform them.

7/ General Managers Report

7a/ HH Emergency lights – decision on quote
An audit has highlighted numerous deficiencies; in order to conform to British Standards a spend of at least £4,000 is required. Decision redirected to the SHRMF to discuss at their Board meeting 31 August.

7b/ CCTV and infa-red coverage – decision on quote
Decision redirected to the SHRMF to discuss at their Board meeting 31 August.

7c/ Emergency exit lighting into overspill car park – decision on principle
Decision redirected to the SHRMF to discuss at their Board meeting 31 August although it was thought this might be a shared responsibility.

7d/ Nominal budget headings
Any questions or amendments to be sent to DM.

7e/ Club shop re-fit – decision on quotes Deferred until new products are in place.

7f/ Re-branding – decision on direction See Chairman’s report.

7g/ Bulletin development plan for World Class – decision on proposals [WRITTEN REPORT]
A fundamental part of prioritisation within the change process is to positively demonstrate dramatically improved quality and improved engagement to as many members as possible and as quickly as possible into 2018.

The website and the Bulletin are the two most important ways to communicate that we mean business and that means ensuring they are both world class. With Majic now constructing a new website for us this just leaves the Bulletin. It must be said that the existing team under Jackie have done a wonderful job elevating the current Bulletin to its existing level, however it now needs to be taken to World class level.

At the Annual Rally I was approached by a member Richard Charnley who I was instantly impressed with both as a person and by his experience within publishing and passion for the Club. Following a recent Publications meeting, I was concerned by our existing team expertise and decided to ask Mr Charnley to put together a proposal and then to meet and discuss it further. To say I was impressed would be an understatement and I am totally convinced that Mr Charnley is the right person to deliver The Bulletin to a different level in 2018.

[COMMENTS]
AF objected and stressed that decision making items should not be on the agenda unless all the information is circulated well in advance.

LR had a strong argument with DM after he said that RC had produced a proposal to take over the Bulletin. LR produced evidence to show that RC had used a photograph claiming to be his own design which was

used in the Bulletin in 2015, LR also pointed out numerous grammatical errors in his presentation. LR disputed with DM the quality of the proposal and the way it was presented to the Board without notice, and questioned the fee requested by RC of £50K. The Hunt House manager and one director demanded that the Board accept RC’s proposal with immediate effect. The presentation of this proposal without any prior knowledge to the Board, goes against all correct Boardroom procedure and should not have

even been presented in this manner. It is customary to have three quotes for a move as dramatic as this. ACTION: DM to obtain details of all costs in writing and circulate for a decision to the Board.

i/ RBT and Diamond Jubilee coverage – decision on direction
An idea from the Silver Ghost Registrar was put forward to produce a Round Britain Tour commemorative brochure using the surplus left over from the allocated tour funds. The possibility of combining this with a special jubilee year brochure was thought a good idea and JVB agreed it would be negligent NOT to do something.

ACTION: DM to furnish the Board with costings before moving forward.

7h/ Archives plan – decision on plan/funding
Sharron Bland has inherited a disorganised department and is therefore battling constantly to re-organise. She is convinced the Club is not maximising its sales potential within the records department and has put together a request, with Amii Errington to help address this issue.

Full Board approval was given to employ a support administrator for a fixed term with a review after 6 months.

7i/ HH refurbishment – decision on budget
On hold until a full plan can be put together towards the end of the year.

7j/ AGM venue 2018

Agreed the AGM and conference would remain at THH for 2018.

7k/ HH Health & Safety improvements – decision on quotes
Decision redirected to the SHRMF to discuss at their Board meeting 31 August.

7l/ Accounts catch-up – decision on assistance
Extra assistance from Haines Watts, to a maximum of £2,000, was agreed to help the Financial Administrator meet deadlines and prepare for year-end accounts.

7m/ Argon gas
Decision redirected to the SHRMF to discuss at their Board meeting 31 August.

7n/ Extension to accounting period to 31.12 – decision request
An extension to the accounting period was rejected due to time constraints with regards to the publishing of financial statements in time for distribution and ahead of the Club AGM in April.

Further to essential HH related refurbishments, the Board agreed to fund any work up to 50%.

8/ Identified discussion topics

8a/2018 Subscription level (DM) – decision request
Full Board approval was given for the 2018 subscription rates to remain static.

ACTION: LA to inform Sections.

9/ Status report per Team

9a/ Finance (IH) [WRITTEN REPORT]
The various aspects of the financial management of RREC Ltd have grown somewhat haphazardly over the years and it is, therefore, somewhat complex and inefficient.

Tracey Walton is in the process of finding out exactly what is required so that an effective system can be put in place.

To assist with this process I feel that the Board need to make some decisions to reset policies for the immediate future, as follows:

•   Appoint one director, with the necessary experience, to act as a Finance Director.

•   The management of all financial matters be placed in the hands of the General Manager (GM),

  Finance Administrator (FA) and Finance Director (FD).

•   The GM and FA would have the authority to sign cheques on the current account up to a value of

  £1,000 (or other figure the Board considers appropriate). Larger amounts would require the

  signature of an authorised Board member.

•   Movement/investment of funds would be authorised/arranged by the FD.

•   The FD would visit The Hunt House each month to look at the purchase invoice file and discuss

  anything relevant.

•   The GM, FA and FD would be responsible for working together to produce a three year budget

  which would be reviewed and updated at their monthly meeting. This will include a capital utilisation plan. The Board will be initially involved in this process as part of their forward planning for the future development of the Club and The Hunt House, in conjunction with The Sir Henry Royce Memorial Foundation.

•   Surplus funds will be invested with the aim of producing the maximum return.

•   Management accounts (P &L, Balance Sheet and Cash Flow Projection) will be produced monthly

  with a detailed report, showing performance against the budget, being submitted to quarterly Board meetings, which would be held within three weeks of a quarter end.

  I propose that all accounts have the following signatories – GM, FA, FD and at least three other directors. Payments up to £1,000 would require one signature, those between £1,000 and £5,000 two signatures, one of which must be a director. Payments in excess of £5,000 will also require two signatures, one of which must be a director, and the payment must have been authorised by the Board either directly or through acceptance of a budget proposal.

At the moment the following accounts are in operation – far too many – as soon as the necessary authorisations are in place.

and these will be rationalised

Barclays Discount 20 Main current account
Barclays Premium ME Deposit account 0.05% on £1M+
Barclays RREC Ltd Euro Rally
Barclays RREC Ltd Euro RallyUtilise for Euro receipts and payments
Barclays RREC Ltd USD Utilise for USD receipts and payments
Barclays Spares Stall Account ‘91 Operated by Ben Grew for Annual Rally Spares

NatWest
Close Bros 10359901 Close Bros 10359904 Close Bros 10359903 Santander Business Bond

Current account used for collection of Direct Debit subs? Business Reserve Account
Direct Reserve Account (currently 0) Spares?
Call Deposit Account 0% interest

Corporate 4 month notice 0.65% interest Corporate 6 month notice 1% interest Rally Spares Takings?

76045188
76045196
76051978

9b/ General & Administration (LR) [WRITTEN REPORT]
I, and the Auction Committee, (Allan Fogg and Ted Meachem) all had very high hopes of a successful rally auction with the new appointment of Holloways as our chosen Auctioneers. The reports we have had from members since the rally unfortunately are of mixed reviews. Russell Beard the Principal of Holloways conducted a very successful morning sale of automobilia which raised approx. £19K on behalf of the vendors. The Auction sale of motor cars in the afternoon session was very disappointing. The auctioneer was very nervous before the sale, it was plainly obvious he had not studied the sale catalogue as his knowledge of the cars he was selling was plainly nil. On the plus side members have expressed that it was the best auction marquee ever, as one side had windows, so potential purchasers could examine the cars in more light, and people commented that the seating arrangements were better than usual. Fortunately Russell managed to sell three of the cars which did not reach the reserve price, after the sale. It would be useful if my fellow directors tried to encourage more members to enter their cars. For instance upon hearing of the death of a longstanding member, the East Midlands Section, I telephoned his wife to see if she was going to sell the cars and she subsequently entered the two cars into the auction. It would be a good idea for future years that Sections are asked to encourage their members to consider the rally auction as an option. The one director who supported the sale by entering his Mustang sports car is Martin Sinclair and I am grateful to him for this. Unfortunately however it did not sell at the rally. The Auction committee is due to meet again at the Hunt House to plan next year’s sale with Russell Beard. This will allow us a lot more time to plan the sale than we had for this year’s event. Russell has told me he has secured the auctioneer off TV’s Bargain Hunt, Charlie Ross, to sell the cars in 2018. Holloways lost money at this year’s event but lessons learned this year will assist them in making next years a great success.

9c/ Sales & Marketing (PB) [WRITTEN REPORT]
June was taken up by the annual rally, contacting RR dealers, and other car related traders.

Spent several days planning the field layout, putting traders in the site plan.

Walked round every trader on the rally weekend giving out leaflets on joining the club with its discounted joining fee, which proved fruitful.

In July I contacted companies who advertise with discounts to members on members benefit page on RREC website.

After follow up calls some businesses didn’t bother to answer, for the ones who replied I will give Lisa updated information on the companies rebranding and information for the website.

Suggest a more dominant heading on the new website, I will contact car related companies who are happy to give a discount on spare parts and services to members or another incentive to buy from them.

On the team for the ECMS at next year’s annual, Gerard is grateful for my knowledge of the field layout, with health and safety issues.

Will be looking at ways to promote the club at the NEC classic motor show in November. 9d/ Membership (LR)

No report submitted.

9e/ PR & Events (AR) [WRITTEN REPORT]
A two week tour to John O’Groats in the far north of Scotland is being planned, initially as a Silver Ghost arrangement but central resourcing has been applied for and thus expanding it to a RREC event welcoming also other models than Silver Ghosts. The timing would make it appear as an after-tour for the Annual Rally. Although a very good idea it has been decided that it is not possible to allocate Hunt House resources because of the resources required for organising the Annual Rally and in addition it is, if not expensive, a very costly tour which would limit the possibility for participation for most of the membership.

9f/ Publications
THE BULLETIN – BRIEF OVERVIEW OF STAGE 2 PROGRESS

The Bulletin is the perfect example of a project where the sum of the parts does not equal the sum of the whole, it exceeds it greatly.

There are many facets to the Bulletin, it is not only about what you see on the page. It is about making connections with members on a day to day basis, it is about forging links with related organisations, it is about gaining trust of authors and treating all submissions with the respect they deserves. It is about making friends with all Sections and their Secretaries, it is about begin flexible, available at all times, and earning respect from everyone involved. It is about enthusing members and the team to be involved. It is about passion and dedication for the publication and the Club. Every feature, every page, has a back story, that is not evident in the finished whole. The Bulletin is far more than the finished version which arrives through your door. It is two months out of the lives of all those who have been involved with it.

We are now coming to the end of the Stage 2 project to improve the Bulletin and increase the revenue. This has been achieved, print design and postage are free to us and we have a fantastic looking and improved Bulletin. We are now working on the final step to complete the project which is to improve the design and make it look even better.

We are working with a team of young designers at Warners to complete this final task. The brief we have given to them is to keep in their mind that each page is a still from a film and as they turn the page of the

Bulletin to the next feature we cannot see the join. The design will be modern and striking, keeping the car as the star.

Warners design team have the technical skills to be able to create this and the publication team of volunteers have the club and motor car knowledge and experience to provide all the checked copy for them to work with. The end result will be a fusion of Warners expertise and RREC publications team knowledge, fuelled by a joint enthusiasm to make this the best car club magazine in the world.

The deal concluded with Warners by our own Rodney Lewis, and the dedication of the Club volunteers ensures that we are provided with this opportunity, at no cost to the Club.

Completion of Stage 2 will be with the production of B346 in January 2018. We then begin on Stage 3 which is to take full advantage of the Advertiser and make this also into a first class publication. Discussions on how best to do this and investigations into costings have already begun within the team with the aim that we will be able to provide two high class magazines for our members, again at no cost to the Club.

This is a basic overview of where we are with Stage 2 and the beginnings of Stage 3.

9g/ Sections (RF)
Over the last couple of years, the NE Section has repeatedly written to the Board, stating that they believe that the Rules for Sections allow them to refuse attendance at events by Club members who
are not their Section members. Following significant correspondence and advice, the Board concluded the Rules do not permit this, and stated that all events are open to all Club members.

At the Conference, the NE Section again raised this, stating that the Rules are either misunderstood,
or unclear. The Conference overwhelmingly supported the right of Club members to attend events anywhere in the Club. It was agreed to clarify the rules to ensure there is no misunderstanding. As
there is no overall feeling that any supposed lack of clarity presents an issue for Sections, this will be done in the usual course of a review and consultative exercise when it is necessary for a major

review of the Rules, which were only approved two years ago.

Following the Conference, the NE Section has continued to write to the Board requesting that the Rules for Sections be changed to clearly allow Sections to refuse participation in events to Club members who are not members of their Section. RF will not support this: when some
Sections, including the North Eastern Section, are cancelling events due to poor attendance, we should follow a more open approach, not a more restrictive approach.

Some Sections refuse to email members, and especially to email newsletters. With a model heavily based on cheque payments and paid-for, printed newsletters, these Sections may find it difficult to attract and retain newer and younger members. This approach also makes it difficult for Club members in adjacent Sections to take part in their activities. The more open Sections tend to be more successful.

Some Sections encourage their newest or youngest committee members to attend the Club Conference. RF encourages all Sections to carefully consider which delegates to send to this working weekend.

9h/International Liaison (AR) [WRITTEN REPORT]
I, together with a number of members from other Sections, will participate in the French Sections Rally in Alsace in October.

9i/ Registers No report.

9j/ SHRMF & Archives (AF) [WRITTEN REPORT]
I have attended a number of Foundation meetings to date including Foundation meetings on 14 July, 6 October ; AGM & Historic Weekend 19/20 November ; Foundation meetings on 7 December 2016 and 26 January, 15 February, 26 April (Joint with RREC) 17 May, and 12 July (RRBSA) 2017.

In general terms, I find the relationship between the RREC and the Charity it formed to be in a very good state, especially so compared with a few years back.

Hunt House maintenance and management is progressed cooperatively and the joint working of staff is well established.

Since my first Archive meeting (14 July 2016) I have attended all liaisons pertinent to the SHRMF, and been elected to its Board.

Colleagues will know from other correspondence that the safeguarding of the Archive and Trust ownership is of paramount importance to me, having been involved since the very outset in the late 1970s – hence my concern with the Trust retaining its separate identity.

The Archivist is certainly being busy and is a welcome recruit.

A personal confusion is exactly where I fit in the scheme of things on the Club side of the equation. The Vice Chairman who is senior to me is a colleague on the Foundation. The Club’s Archive Committee is effective in discharging its work but further confuses the boundary for me and possibly a charity commissioner if the status were ever to be challenged (the Club would possibly have to demonstrate greater expenditure than income – but that seems to be very much the case).

I believe that some Archive committee matters are to appear elsewhere on the agenda.

9k/ Technical Support & Tool Hire – incl.Technical advice helpline (MS)
Eric Healey estimates that the tool re-organisation and itinerary will be complete by the end of the year.

10/ List of intermediate Board decisions

10a/ Website provider to be decided by GM – IT support confirmed to be Optimum IT – approved by email 21.06

10b/ HH Archives Website Investment of £15,000 approved by email 09.08

11/ Miscellaneous

12/ Next Board Meeting Dates

•   October 7th

•   Mon 4 Dec (Q4 – Dec Accounts)

  13/ Backburners

  13a/ Continental Rally budget

  13b/ Statement of procedure for Directors expenses

  Lisa ALDERSON Minuting Secretary

  Note: These Minutes remain draft only until approved by the Board at their next meeting. When approved, these Minutes will be authenticated by the Chairman’s signature below.

Authenticated as true record of proceedings:

Johan VANDEN BERGH Chairman

Distribution :

Bestyrelse
General Manager / Business Development Manager Sektion og Register sekretærer
The Hunt House Staff