2010 Annual General Meeting

[Alex Holowczak]

The agenda and most other accompanying information is now on the ECF website: http://www.englishchess.org.uk/?page_id=897

Looks like a pretty chunky agenda, with a BCF Agenda that hasn't been published, but seems to go as far as point 8 based on the numbering system. Hopefully the lack of contested elections will speed the process up...

[John Philpott]

The BCF agenda should be uploaded in the morning. I would not be at all surprised if it looked something like this

1. Appointment of Chairman
2. Apologies, Proxies and Postal Votes
3. Voting Register * - to note
4. Minutes of Previous Meetings
4.1 To approve the minutes of the Annual Meeting of 17 October 2009*
4.2 To approve the minutes of the Extraordinary Meeting of 17 April 2010*
5. Matters Arising
5.1 Matters arising from the October meeting not otherwise on the agenda
5.2 Matters arising from the April meeting not otherwise on the agenda
6. Annual report – to approve #
7. Accounts:
7.1 BCF accounts for the year ended 30 April 2009 – to approve *
7.2 BCF accounts for the year ended 30 April 2010 – to approve*
7.3 Chess Centre Limited accounts for the year ended 30 April 2010 – to note #
7.4 BCF Youth Chess Trust accounts for the year ended 30 April 2010 – to note #
7.5 John Robinson Youth Chess Trust accounts for the year ended 31 August 2009 – to note #
8. Proposed amendments to the BCF Constitution (requiring a two thirds majority) – to approve*
8.1 To make the Non-Executive Chairman responsible for chairing meetings of Council and the Management Board.
8.2 To make the Chairman of the Governance Committee a member of Council
8.3 To require an independent examination rather than an audit of the accounts
9. Appointment of auditor or independent examiner (depending on the outcome of 8.3)
[The appointment of Goatcher Chandler will be proposed]
10. Date and location proposed for the Annual Meeting in October 2011
11. Any Other Business

Among the papers so far uploaded I was pleased to notice the following reference in an official ECF document (the Achievement Report)

4. On balance, there has been a marked improvement in communications with the English chess community, as a result of greater participation by some Board members in online media such as Facebook, Twitter and the English Chess Forum.

[Matthew Turner]

Could somebody explain what this means
"8.3 To require an independent examination rather than an audit of the accounts"

One gets nervous about this sort of thing in the current financial climate.

[John Philpott]

Matthew Turner wrote

Could somebody explain what this means
"8.3 To require an independent examination rather than an audit of the accounts"

There is a full paper on this subject by the Finance Director downloadable from the website.

[Matthew Turner]

John,
I'm sorry I cannot see that in the papers, could you point me in right direction.

[Matthew Turner]

OK, I see it now. Do I take it this is just referring to the BCF Accounts and the ECF accounts would still be audited?

[Roger de Coverly]

Could somebody explain what this means
"8.3 To require an independent examination rather than an audit of the accounts"

My understanding is that it's just accounting-speak. Something changed, possibly a European directive, making accountants nervous about the verb to audit, nowadays they often prefer to examine instead. I don't think it amounts to any material change in the sign off process, or one that would be visible to non-accountants.

[Mike Truran]

There's a fundamental difference between auditing and examining. It may or may not be the right thing to do, but to claim that there is no material difference between the two processes is complete bo**ocks.

4. Independent Examination is an alternative to professional audit. It is a process of scrutinising accounts below the level of a professional audit. It covers slightly less than a full audit, but is still a very thorough form of scrutiny.

PS As a qualified chartered accountant I would hope that I know about these things.

PPS There's no such thing as a free lunch. If examination is cheaper than auditing, it doesn't take a rocket scientist (let alone an accountant) to work out why that would be.

PPPS If I were being cynical (perish the thought), I might just think that this was another example of trying to slip things past Council in the hope that they won't notice (or care).

[Matthew Turner]

I assume that examination is both cheaper and less rigorous than auditing. I imagine that there are two possible reasons why the ECF is proposing the change
1. Somebody in the ECF has realised they can save some money
2. Somebody at Goatcher Chandler wants to examine the accounts rather than audit them in case something goes pear-shaped

I wonder which it is

[Roger de Coverly]

I assume that examination is both cheaper and less rigorous than auditing. I imagine that there are two possible reasons why the ECF is proposing the change
1. Somebody in the ECF has realised they can save some money
2. Somebody at Goatcher Chandler wants to examine the accounts rather than audit them in case something goes pear-shaped

I wonder which it is

Both probably.

The BCF PIF (which I think is what we're talking about) is a straightforward investment fund, albeit old-fashioned in reporting on book rather than market values. It's not as if it's state of the art accounting trickery with off-balance sheet assets and liabilities and all sorts of other reporting designed to obscure rather than illuminate. Accountants might notice the difference between an examination and an audit but I doubt anyone else would.

To my mind it's more concerning that the BCF PIF isn't consolidated with the ECF accounts. Does this imply that there are circumstances in which the Trustees of the BCF PIF would stand by whilst the ECF went into liquidation?

[John Philpott]

Matthew Turner wrote

OK, I see it now. Do I take it this is just referring to the BCF Accounts and the ECF accounts would still be audited?

Although the thread has moved on, I think that I should confirm for the avoidance of doubt that this is indeed the case. The ECF's income and assets are well below the levels at which company law would necessitate an audit, but the ECF's Articles of Association requires the appointment of an auditor (Article 17), and there is no proposal to change this.

In the case of the BCF there is a proposed change but Council can, of course, reject this proposal if it considers that a greater degree of scrutiny is appropriate.

[Carl Hibbard]

In case you missed it, from the ECF site:

Unfortunately the auditors have not been able to complete the audit of the ECF annual report and accounts in time to present the final version to Council. There are a number of queries outstanding. Most of these queries relate to documentation that we need to provide to the auditors before they can finalise their opinion. Only one of the outstanding queries might have an impact on the end of year surplus. It is not clear whether this query will increase or decrease the surplus, but the overall impact is likely to be less than £300. Therefore, the financial position shown in the draft accounts can be taken as representative of the state of the ECF’s finances as at 30th April 2010. The audited accounts will be posted on the ECF website as soon as the audit is complete.

The Board apologies to Council for the failure to provide audited accounts for the AGM and is asking Council to approve the accounts subject audit.

Quite a poor show actually...

[IM Jack Rudd]

The Board apologies to Council for the failure to provide audited accounts for the AGM and is asking Council to approve the accounts subject audit.

What happens if Council doesn't approve the accounts?

[Carl Hibbard]

I am reading through most of the papers and this nugget (of course) from John I liked for some reason

Clear, prompt and effective communications are also extremely important. Considerable progress has been made with the website in the last twelve months. However, it is disappointing that the publication of summaries of Board meetings has fallen into arrears, and that at the date of this report the most recent summary relates to the November 2009 meeting. Going forward, the Board should make a commitment to publish summaries within a defined period. Unofficial lines of communication can also be of great value. Just two years ago Council passed a resolution with only two votes against (both from members of the Governance Committee) that the ECF should sever all links with the English Chess Forum. Times change, and several directors now post regularly on the Forum. This willingness to engage in open debate can, in my view, only be to the benefit of the Federation.

[David Lettington]

I assume that examination is both cheaper and less rigorous than auditing. I imagine that there are two possible reasons why the ECF is proposing the change
1. Somebody in the ECF has realised they can save some money
2. Somebody at Goatcher Chandler wants to examine the accounts rather than audit them in case something goes pear-shaped

I wonder which it is

Why does it have to be either?

There is surely nothing wrong with saving, providing the appropriate level of oversight is still in place? I thought it was a good thing to save money?

Point 2 is illogical. It would hardly benefit Goatcher Chandler to receive less income, if it's correct that "examining" is cheaper than "auditing". Furthermore, if something went pear-shaped that's surely fault of the body presenting the accounts, not the examiner, so why would Goatcher Chandler care? Wouldn't it just show that the examiner is doing their job properly if they find issues and then highlight them?