Notes to the Agenda

Company no. 3157806
THE COMPANIES ACT
Charity no. 1058392
FRIENDS OF HIGHGATE CEMETERY TRUST
(‘The Charity’)
Friends of Highgate Cemetery Trust Annual General Meeting 2015
EXPLANATORY NOTES
RESOLUTION 1: Minutes of the 2014 AGM
A copy of the minutes is available on our website, www.highgatecemetery.org/about/AGM
RESOLUTION 2: Financial Statements
The trustees are required to present to the Annual General Meeting (AGM) (the Meeting) the audited accounts and
the Trustees’ and Auditor’s Reports for the financial year ended 31 August 2014.
A summary of the Consolidated Statement of Financial Activities and Balance Sheet for the last financial year
is enclosed with our Annual Review. A full version of the audited Financial Statements is available on our website,
www.highgatecemetery.org. Any member wishing to have a printed copy of this material should contact the office.
• The Board recommends that members vote in favour of this resolution.
RESOLUTION 3: Auditors
The auditor is appointed at every general meeting at which accounts are presented to members. The current
appointment of Hammonds as the Charity’s auditor will end at the conclusion of the AGM and it has advised of its
willingness to stand for reappointment. It is normal practice for trustees to be authorised to agree how much the
auditor should be paid and Resolution 3 grants this authority to the Board.
• The Board recommends that members vote in favour of this resolution.
RESOLUTION 4: Election of Trustees of the Charity
This year there were six applications to fill the three
vacancies created by the retirement by rotation of
Peter Knight, who is seeking re-election, and Eddie
Daley and John Shepperd, who are required to step
down having reached the end of their permitted terms.
Following best practice as recommended by the
Charity Commission, the Board seeks to recruit new
trustees who can make a strong contribution to its
work. To do this, the Board identified which skills and
experience it needed to complement those of existing
trustees and sought applications from suitable
candidates. This year, the Board sought candidates
with skills and experience in the following areas:
education and outreach, heritage or visitor attractions,
or organisational management. The vacancies were
advertised to all members by post and on our website,
as well as through a number of networks including our
Twitter feed, the Ham and High, and various
e-newsletters.
A nominations committee was set up to interview
candidates and to recommend to the Board which
should receive their endorsement, considering their
individual skills and experience and their ability to work
well as part of a team. The nominations committee
consisted of the immediate past and current chairmen,
the finance trustee and the secretary. The trustee
seeking re-election took no part in the process.
The nominations committee was very impressed by
the outstanding quality of the applicants and it was a
very difficult decision as they all interviewed
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exceptionally well. The three candidates who secured a
Board recommendation are now standing for election;
in addition Doreen Aislabie is standing as a candidate
without a Board recommendation.
After debating long and hard and based on the report
of the nominations committee, the Board
recommends that members vote in favour of the
election of Peter Knight, Lucy Lelliott and Doreen
Pastor. The Chairman intends to vote undirected
proxies in this way.
HOW VOTING WORKS
• Only those candidates who receive more ‘For’ votes
than ‘Against’ votes will be considered for election as a
trustee, and will be elected if vacancies exist.
• If the above process would result in there being a
greater number of trustees than the maximum number
set under the Articles of Association, those candidates
with the higher number of ‘For’ votes will be elected,
such that the total number of trustees does not exceed
the maximum.
• If there are candidates who have an equal number
of ‘For’ votes, then the one with fewer ‘Against’ votes
will be elected.
FRIENDS OF HIGHGATE CEMETERY TRUST
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CANDIDATES’ STATEMENTS
Please consider both the candidate’s statement and
the Board’s recommendation before voting; you are
able to vote for or against each candidate.
4a. DOREEN AISLABIE
I've been a Friend for about 8
years and throughout this time
I've volunteered at the Cemetery
at least fortnightly. During this
long apprenticeship, I've
acquired excellent first hand
knowledge not least about
monument preservation, visitors'
needs, and about volunteering.
I'd now like to join the Board to
use this hard-won knowledge to make a stronger
contribution in all these areas.
Re visitor needs. This needs to be addressed
strongly. Ditto monument preservation. Re
volunteering, it is widely acknowledged that this unpaid
workforce is the financial lifeblood of FoHCT. However,
the volunteer ethos seems to be weakening and
recently several have left (and tours cancelled). I'd like
to help reverse this by improving the volunteer
experience. This may need a designated Trustee to
keep a watching brief on the matter and I would
consider myself well placed to contribute.
My professional background is in Health and Safety
and Occupational Health. This is currently a highly
topical issue at Highgate and I am naturally happy to
use my experience to make a practical contribution.
• The Board does not recommend this candidate
because there are other candidates whose skills
and experience better match the needs of the
Charity.
4b. PETER KNIGHT
Having been a grave owner for over
twenty years and having a great love
of the cemetery, I stood and
became a Trustee in 2012. I had by
then been volunteering at the East
gate and as a guide in the West for
some time and have continued to
do so, so that I am constantly in
touch with all the different groups
involved, those running, visiting and
supporting the cemetery and most importantly grave
owners.
I helped to found the Pateman Memorial Fund after
the death of Jean Pateman and in the summer of last
year, I joined the Landscape Sub Committee, following
the departure of Alastair Martin, to assist with
continuing the excellent work that Eddie Daley has
been doing for the last few years. On behalf of the
board, I have been producing a contact e-brief for
volunteers to keep them up to date with board matters
and including each time a profile of someone involved
with the cemetery.
I would very much like to continue with this work.
• The Board specifically recommends this candidate
because of his strong performance as a serving
trustee over the last three years.
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4c. LUCY LELLIOTT
I became a member of the Friends
on my return to live in this area three
years ago and have a keen interest
in both the history and future of the
Cemetery. I am a former Chair of
Trustees of a national baby
bereavement charity (Sands) and
have wide ranging experience of
governance issues, chairing and
facilitating meetings, preparing AGM papers and
budget setting.
I am an accomplished public speaker addressing
both legal and medical audiences of many sizes.
During my time with Sands I have experience of liaising
with the funeral and memorial industries. Additionally, I
spent 31 years as a paralegal working with solicitors in
various areas of law including Probate and intestacies
and have developed legacy fundraising materials for
Sands as well as attending courses on legacy
strategy/marketing and corporate fundraising.
Alongside Macmillan training in bereavement and
loss counselling, I have much personal experience of
bereavement and have worked closely with many
bereaved families both professionally and through my
voluntary work.
• The Board specifically recommends this candidate
because of her extensive experience in the fields
of bereavement, charitable organisations and
relevant law.
4d. DOREEN PASTOR
Throughout my career so far, I was
able to gain experience in a variety
of heritage sites: Museum Assistant
at Colditz Castle in Germany, Visitor
Services Officer with Bristol City
Council, Visitor Services Manager
with the National Trust and now as
Visitor Experience Manager with the
RSPB.
From 2010-2012, I studied for an MA in Heritage
Management which provided me with the theoretical
foundations of managing heritage sites. My MA
dissertation was focused on the development of
historic cemeteries as visitor attractions and I worked
intensely with Arnos Vale Cemetery in Bristol. I enjoyed
my work with the cemetery so much that I decided to
continue as a volunteer.
I would value the opportunity of working as a
Trustee at Highgate and contributing to the further
development of the site as a visitor attraction. As I am
very experienced in visitor management, I would be
able to support Highgate in developing engaging
interpretation, creating new themed guided tours,
managing volunteers, supporting a marketing strategy
(including visitor segmentation) and assisting with
visitor-focused funding applications.
• The Board specifically recommends this candidate
because of her well-developed background in
heritage and visitor attractions, in particular
working with historic cemeteries.
FRIENDS OF HIGHGATE CEMETERY TRUST
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RESOLUTION 5: Appointment of Trustee
Under our existing Articles of Association, there are
three trustees who are appointed by the Board from
among candidates put forward by ‘Nominating
Organisations’, namely organisations that promote
architectural or heritage conservation; those that
promote nature conservation; and local organisations.
This year the Board was seeking a candidate with
skills and experience relating to our natural landscape
(as opposed to our built landscape), and invited Capel
Manor College to nominate a trustee.
We approached Capel Manor College, a specialist
land-based college, because nature conservation is an
integral part of most land-based education. In addition,
its main campus in Enfield is set in an gardens of
about 31 acres which are open to the public and
attract 80,000 visitors annually so it is on a similar
scale to Highgate Cemetery. It also runs a campus in
Regent’s Park in association with The Royal Parks.
The College nominated April Cameron, who has
submitted the following information in her support. The
Board is delighted that such a distinguished and
competent person has joined the Board.
• The Board recommends that members vote in
favour of this resolution.
APRIL CAMERON
The opportunity to work as a
horticultural trustee for the Friends
of Highgate Cemetery is an exciting
one. My former work, as a lecturer
in horticulture, planting & garden
design at Capel Manor College;
then as Head of the Schools of
Horticulture (3 years) and Garden
Design (6 years) provides me with
specifically useful knowledge and
experience to work with others to
create planting schemes for a range of areas within the
cemetery, making most of the opportunities for
preserving and increasing environments for wildlife. At
the same time the planting should be welcoming to
cemetery visitors and enrich their visit.
I look forward to working with other trustees and
volunteers to implement approved planting schemes..
RESOLUTION 6: Protectors’ Report
A copy of the Protectors’ report is enclosed with this mailing and is also available on our website,
www.highgatecemetery.org/about/AGM
• The Board recommends that members vote in favour of this resolution.
RESOLUTION 7: Appointment of Protector
Under our Articles of Association, there are to be at
least three and no more than five Protectors. The role
of the Protectors is to ensure that the Trustees act in
accordance with the objects of the Charity and do not
act in a manner likely to prejudice the welfare of the
Cemetery.
Protectors are nominated by the Board having
demonstrated a personal commitment to the objects of
the Charity, and are appointed by the members. A
Protector holds office for a term of three years if
appointed at an annual general meeting, and may be
reappointed at the expiry of her or his term of office.
Dr Janet Wolf has come to the end of her term as a
Protector and has indicated her willingness to stand for
a further term.
• The Board recommends that members vote in
favour of this resolution.
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DR JANET WOLF
My background lies in an
academic career and I have lived
in Highgate for over thirty years.
As a widow I am now a graveowner, and deeply appreciate
the unique character of this
cemetery and wish to do my best
to help preserve its beautiful
wild landscape, in combination
with the character of its Victorian
monuments. I have been a Protector for six years, and
would be delighted to be re-appointed.
FRIENDS OF HIGHGATE CEMETERY TRUST
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RESOLUTION 8: Revised Articles of Association
Our Articles of Association is one of our governing
documents setting out how the Charity is to be
administered. One of the duties of a trustee is to
ensure that the Charity does not breach any of the
rules set out in its Articles.
From time to time, charities change their Articles of
Association to ensure that they remain up-to-date. The
Board proposes a number of changes outlined below. If
you would like full copy of the proposed revised Articles
of Association please see our website,
www.highgatecemetery.org/about/AGM,
email ian@highgate-cemetery.org or telephone Hilary
Deeble-Rogers on 020 8340 1834.
The Board unanimously believes that the changes
are in the best interests of the Charity. The changes
enjoy the support of the Protectors.
• The Board recommends that members vote in
favour of this resolution.
SUMMARY OF CHANGES
General meetings
Presently we are required to have the AGM in April
each year. We remove reference to a specific month to
give more flexibility and insert a standard clause saying
that not more than fifteen months may elapse between
successive annual general meetings.
Votes of members
Presently a member may appoint more than one proxy
to attend on the same occasion. This procedure is
common in listed companies where members have
votes according to how many shares they hold. As each
Member of the Friends has only one vote, for simplicity
we limit them to one proxy.
Trustees
Up to three trustee positions may presently be filled by
trustees seeking nominations from amongst
organisations which promote architectural or heritage
conservation, nature conservation, and local
organisations. In practice, few organisations are willing
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to nominate trustees, and this requirement restricts
the ability of the Board to recruit the candidates with
skills and experience that they need. Instead, the
Board already uses the more common practice of skills
audit and targeted recruitment. For that reason we
remove references to nominating organisations but will
continue to seek to ensure that such skills and
experience are represented on the Board.
Powers of trustees
The powers of trustees are clarified to mention
specifically the power to appoint a Chief Executive and
to place limits on her or his authority.
Election, appointment and retirement of trustees
Presently a fixed date, 15 February, is specified as the
deadline for trustee nominations, regardless of the
date of the annual general meeting. Instead, we specify
at least two clear calendar months before a General
Meeting that nominations should be sought and papers
sent.
Clarification of the procedure for (i) the election of
trustees by the members on the one hand, and (ii) the
appointment of trustees by the Board on the other.
In line with common practice we insert a requirement
that appointment or election as a trustee requires
signature of the Trustee Code of Conduct.
Disqualification and removal of trustees
A new clause under “disqualification” is inserted to
explain the removal mechanism for “a material breach
of the Code of Conduct”, a copy of which is available on
our website.
Minor drafting changes
Completing definitions at the beginning
Removal of references to paragraphs left blank and the
various detailed transitional arrangements
Renumbering of paragraphs
FRIENDS OF HIGHGATE CEMETERY TRUST
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