Minutes of the Annual General Meeting of Brixton Energy Solar 2

Minutes of the Annual General Meeting of Brixton Energy Solar 2

Held at 2.30pm on 29th March 2014 at the Loughborough Centre, 105 Angell Road, SW9 7PD

Attendees

BES2 Directors

Agamemnon Otero (AO) (Chair)

Jason Neylon (JN)

Becky Payne (BP)

Taylor Roark (TR)

Treasurer

Brigid Clarke (BC)

Secretary

Andre Pinho (AP)

BES2 Shareholders

Olivier Bertin (OB)

Richard Baker (RB)

Guy Roberts (GR)

Chris James (CJ)

Althea Gordon (AG)

Millie Darling (MD)

Afsheen Rashid (AR) (Minutes)

Apologies

Will Walker

Matthew Rabagliati

1.  Welcome and Introductions

AO welcomed everyone to the second AGM of Brixton Energy Solar 2

Everyone introduced themselves.

2.  Minutes of the previous BES2 AGM held on 8th July 2013

Minutes for previous AGM held on 8th July 2013 were approved by all those who had been present at that meeting.

3.  Directors’ Report

BP introduced the Directors’ report which had been circulated to all BES2 Shareholders in advance of the meeting and explained the key points.

A correction was made to the paragraph which explained the CESP payments being made to households in Styles Gardens. This paragraph should now read

We are also obliged, under the terms of the Community Energy Saving Programme, to provide a one-off small reward to households in Styles Gardens, where the panels are installed. The cost of this is £670.00 (£10.00 per household).

The amended version of the full report is attached in Appendix 1.

Further clarification was sought about the decision set out in the Directors’ Report not to install export meters for this project. AP explained that the cost of installing export meters for the five blocks is expensive. Therefore, the Directors had made the decision not to install export meters and accept the automatic deemed 50% export tariff.

A suggestion was made that one block could be monitored and then an estimate made of export across all five blocks.

RB said that he had some monitoring meters which we could use. AP pointed out that these meters generally can’t distinguish and therefore record both generation and export flows.

CJ said that they have a monitoring meter which does not work for this very reason.

AP reminded the meeting that, as explained in the Directors Report, the reason for wanting to monitor was so that we decide whether it was worth billing LEMB for the energy they currently receive for free. Those present agreed that the cost of billing LEMB for what was estimated to be a small amount was not worth it.

4.  Financial Accounts

BC presented the accounts for BES2 for the year ending 31 December 2013 which are attached as an Excel document. She explained that the accounts had been prepared in accordance with the Financial Reporting Standard for Smaller Entities (effective 2008) and that the aim of the Directors had been to apply the highest standard of good practice in compiling the accounts and to provide shareholders with as much information as possible and as clearly as possible.

She clarified the following points:

·  As we are a co-operative, we are able to pay interest as a normal business expense. This is more straightforward than paying dividends which have to be paid after corporation tax and net of basic rate income tax.

·  BES2 received FIT income after the year end and this is included in the sum recorded against debtors.

·  The Directors are not recommending any top up of the CEEF from profits this year as we have sufficient funds through CESP which has not yet been spent. At the last AGM, it was proposed and agreed that the project should start building up a reserve for contingencies and therefore the Directors are recommending that any surplus income be left as a reserve for future allocation. This has been included in the accounts.

·  We have made provisions for the replacement of the inverters. They have a warranty for 5 years, but will likely need replacing in 10 or 15 years. So it is prudent to start accumulating funds to cover the cost of this.

·  The sum recorded for administration costs is low because this is currently subsidised by the Directors and volunteer time but it is anticipated that this figure will be higher in subsequent years as different people get involved.

·  The Co-operative is registered with, but not regulated by, the FCA to which it has to pay an annual subscription.

RB asked about the amount that was recorded against ‘depreciation’ and whether this calculation included any provision for the array to be dismantled at the end of the project.

BC explained that depreciation had been calculated based on the panels having a useful life of 30 years. At the end of the 20 year project, the Directors consider it likely that the array would still be in working condition and retain some value. At the end of the 20 years, the shareholders will need to consult with Lambeth Council as to whether the panels should remain working on the roof or be removed and sold to cover the costs.

On a positive note, AP pointed out that the panels are outperforming our original forecasts. If the performance continues we anticipate getting a decent surplus in the future.

5.  Approval of the Directors’ Report and Accounts for the year ending 31st December 2013

Proposed by Clive James and seconded by Taylor Roark, the meeting approved unanimously the BES2 Accounts and the Directors’ Report for the year ending 31st December 2013.

Actions:

The Directors to undertake the following:

o  pay 3% interest to BES2 shareholders.

o  put £306.00 into CEEF

o  put £151.00 into the Reserve Fund

6.  Audit of accounts

TR explained that those present should decide whether an audit of the accounts and balance sheet of the Co-operative is required in accordance with clause 20 of the Rules. This could cost £1,500.

BP proposed that this was not necessary. This was seconded by RB. No objections were received.

Action: It was therefore agreed that there was no need to audit the BES2 accounts

7.  CEEF proposals

AO explained the proposals as outlined in the report. He explained that Althea Gordon and Fay Gordon had led on the submission of the successful Building Communities in Coldharbour application. Repowering would be working with them to take it to the next stage.

AO explained that those presented needed to make decision on the proposal put forward by the Directors to meet the suggestion from the residents about enabling residents to gain skills in energy-related building work.

The Directors had proposed to make a fund of £2,000 available for two years, topped up by a further £2,000 from Brixton Energy Solar 1, which the TRA will offer to local residents who want to undertake energy-related courses at Lambeth College or other local training centres. We will review the use of this resource annually.

RB asked if the CEEF could be kept aside to deliver an energy supply scheme in itself. AO explained that the residents had prioritised delivery of renewable energy direct to residents’ homes and training.

RB asked if those who receive funds towards training could also be invited to become involved in supporting the Co-operatives in running their business on an ongoing basis eg: taking meter readings. Those present agreed that this would be a very good idea.

CJ said that it would be very important that we should work with the TRA on the development of criteria to ensure that the funds were distributed fairly and effectively ie: a maximum payment should be agreed to ensure that all the money does not go to one person.

It was also agreed that:

o  there should be a few limits to the criteria as possible eg: young people and 50 years olds both should be given the opportunity.

o  we should encourage those people who had already demonstrated commitment by aiming to provide continued support to those trainees who had already shown an interest and/or worked as trainees on one of the three Brixton Energy projects. However, it was noted that we could not be exclusive and limit the fund to benefit only the few that have been involved to date. However, a priority criteria for assessing applications could be having shown interest or having worked on a previous project.

It was agreed that we would work with the TRA in developing an application form. The following suggestions were made as to possible questions:–

Why are you interested in undertaking this course?

How do you want to use the gained skills in the future?

How have you engaged with the Brixton Energy projects up to now?

The proposal to set up a training fund as set out in the Directors’ Report was formally proposed by TR and seconded by RB. Agreed unanimously.

Actions:

o  The Directors will work with the TRA to set up this training fund.

o  There will also be an invitation for applicants to also apply for a paid internship to be supported and trained by Repowering to support the Brixton Energy Projects by reading meters and other support tasks.

8.  Savings Account

AP explained that we currently bank with the Co-operative Bank and are getting a very low interest rate. We should think smartly on how we can get best value.

We have £8000 to invest and we are considering looking at long term savings accounts/ savings bonds to invest the money.

It was agreed that we would need to adopt a dual approach and separate out the capital repayment sum which could be put away in a long-term savings account/savings bond from the CEEF and money put aside for inverter replacement which have to put into a shorter more accessible account.

The point was also made that we will have to get the balance right as we do not want to lock the money for 5 years at a low interest when a higher interest might become available later on.

It was agreed that the meeting should agree the principles by which the Directors would make the decision on where to put the money. It was agreed that the foremost principle was the money should be put into ethical accounts.

As long as this condition is met, and further investigation, as listed under the actions below is undertaken, then it was agreed that the Directors could be given the remit to use their judgment and make appropriate investments.

Actions:

o  The Directors will undertake further investigation and specifically look at the following:

·  that the EU consumer protection scheme and other similar protections covers businesses.

·  Lambeth Credit Union

·  National Savings and Investments

·  Premium Bonds

·  that it is possible to add to a fixed term bond

o  The Directors will then use their judgement to make appropriate investments.

9.  Election of Directors

AO explained that every year a third of the directors have to stand down in rotation and another director is elected. BP said that she had agreed to stand down.

Nominations were invited. None were received from the floor and so it was suggested that BP be asked to stand again.

This was proposed by AO, and seconded by TR. No objections were received.

BP was duly re-elected as a Director of BES2.

10.  Date of the next AGM meeting

It was agreed that it would be held on Saturday 28th March 2015. (Easter Sunday is 5th April so there is no clash)

11.  AOB

CJ asked if we are still having trouble receiving the FIT and payments on time and if so, if it was worth considering changing to another company to get a better rate and to get paid on a more timely basis.

AP responded that there were still delays in payment and that were we getting payments 3 months after submitting meter readings.

CJ and GR said that they were with EDF and get paid within 5 days of submitting the data. They also thought they were getting a better tariff.

It was agreed that as we had spent some time working with Good Energy to get the payments correct and upto date, it was worth giving Good Energy a chance and encourage them to get better before we considering shifting. It was agreed, however, that we should use this information as leverage to get a better deal.

Actions:

o  The Directors will investigate other tariff rates in order to negotiate a better deal with Good energy.

o  If Good Energy fail to improve their service, then the Directors will consider moving to another company.

BP

2nd April 2014

Appendix 1

Annual Report 2013

In 2013 Brixton Energy Solar 2 successfully delivered its objectives of generating local renewable energy, engaging with the local community and inspiring others.

Generating renewable energy

Since commissioning in 26/10/12 and to the end of 2013, the five BES2 solar arrays combined generated a total of 37,415 kWh of electricity, enough to power 11 average UK homes for 1 year. This represents a system efficiency of 876kWh per installed kW peak per year (very close to the efficiency of BES1 which makes sense as they are a few meters down the road and share similar characteristics).

Since commissioning BES2 renewable energy output avoided 20 tonnes of CO2 emissions.

Engaging with the local community

At the last AGM, the directors were asked to develop proposals with Loughborough residents for how best to use the Community Energy Efficiency Fund (CEEF) including the funds received from the Community Energy Saving Programme. Over the last year we have engaged with residents directly and have also attended the Loughborough Tenant and Residents Association (TRA) meeting to discuss potential projects.