FOUR SEASONS FAIRWAYS LIMITED

Transcription

1 FOUR SEASONS FAIRWAYS LIMITED MINUTES of the twenty-ninth Annual General Meeting of Four Seasons Fairways Limited, held at St James Court Hotel, 54 Buckingham Gate, London SW1E 6AF, United Kingdom, on Friday, 8 th September PRESENT: Directors: C J Gordon (Chairman) C G Beenham A V Dyson C M Gouldby T R A Groves R D A J Kuijt N L V Meares Members and Joint Members of Four Seasons Fairways Limited as shown in the attached lists. IN ATTENDANCE: A Figueiredo Club Financial Controller E Hodges Club Administration & Member Liaison Manager J Oliveira Club General Manager A Viegas Club Marketing Manager N Atkinson Representing FNTC and acting as Secretary C Treacy Representing Deloitte APOLOGIES: None 1. OPENING 1.1. The Chairman opened the meeting at 6:04 pm The Chairman introduced himself, the Directors and other Attendees, as above, and also Philip Connolly and Colm Deignan, in their new roles as members of the Marketing and Audit Committees, after the board had sought support from members with relevant skills and had received some 50 offers. This was higher than expected, but much appreciated. All other members coming forward were thanked and their names held for the future The Chairman commented that, from the 2 nd of October 2017 to the 30 th April 2018, the Club would be undergoing extensive building and refurbishment work, with many facilities closed. The result would be effectively a brand new Clubhouse, with new eating and drinking arrangements and a heated pool. Temporary facilities would be in place wherever possible, but the team faced lots of challenges to ensure that all the work was completed on time and then to deliver new products and even higher service standards The Chairman then explained the formal conduct of the Meeting The Chairman also stated that there would be an opportunity for questions about Mr Oliveira s presentation at its conclusion and that he would open the Meeting to further general questions on completion of the formal business. 2. NOTICE OF MEETING 2.1. With the consent of those present, the Notice of Meeting was taken as read.

2 ORDINARY BUSINESS 3. GROUP FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 ST DECEMBER Mr Cathal Treacy of Deloitte, Chartered Accountants, read the opinion section of the report of the independent Auditors A member from the floor proposed Resolution 1: THAT the Group Financial Statements, together with the Directors Report and the Independent Auditor s Report thereon, for the year ended 31 st December 2015, now laid before this meeting, be received Another member seconded the resolution The Chairman asked if there were any questions A Member asked the reason for the apparent reporting in two jurisdictions (UK and Isle of Man) and Mr Treacy replied that, as an Isle of Man company, there were specific reporting requirements under Isle of Man Company legislation, but that the financial statements had been prepared under UK Accounting Standards. He added that this was normal practice A Member asked if in future there could be a high-level summary of the report and accounts available for the AGM and the Chairman responded that this was a good idea and that the board would look into it for future meetings A member asked if, after the refurbishments were completed, there would be a reduction in the Club s level of expenditure. Mr Oliveira replied that the answer was yes and no; there would always be regular refurbishment costs, such as painting and decorating, air conditioning repairs and so on A member asked about the policy for setting aside Club revenue into the Sinking Fund and what percentage of this fund was expected to be utilised, as opposed to being held for future requirements? The Chairman replied that, whilst the existing sinking fund would be largely utilised on the clubhouse development, that the board would continue to set aside a proportion of the annual operating surplus towards future refurbishments The resolution was then put to the vote and, on a show of hands, the resolution was declared carried, all in favour. 4. RE-APPOINTMENT OF AUDITORS 4.1. The Chairman proposed Resolution 2: THAT Deloitte, Chartered Accountants, be and are hereby re-appointed as Auditors to hold office until the conclusion of the next general meeting at which Financial Statements are laid before the Company, and to authorise the Directors to fix their remuneration A Member from the floor seconded the resolution The resolution was then put to the vote and, on a show of hands, the resolution was declared carried, all in favour A member asked about the amount of the audit fee and how the board ensured that it was competitive. Mr Beenham, as the chair of the audit committee, replied that he was

3 confident that it was competitive, that it had not increased for three years and that the board had a commitment from Deloitte that it would remain at its current level next year. 5. RE-ELECTION OF DIRECTORS 5.1. A Member from the floor then proposed Resolution 3: THAT A V Dyson, who retires in accordance with the Company s Articles of Association and, being eligible, offers himself for re-election, be and is hereby re-elected as Director of the Company A Member seconded the resolution Resolution 3 was then put to the vote and, on a show of hands, was declared carried, all in favour A Member from the floor then proposed Resolution 4: THAT N L V Meares, who retires in accordance with the Company s Articles of Association and, being eligible, offers himself for re-election, be and is hereby re-elected as Director of the Company A Member seconded the resolution Resolution 4 was then put to the vote and, on a show of hands, was declared carried, all in favour The Chairman explained that there were now some Special Resolutions to be considered. These were to amend of the Articles to allow for the use of to communicate with members. He asked if anyone would like the proposed Special Resolutions to read aloud, or if they could be considered as read and the meeting could proceed on that basis. There were no requests for the resolutions to read out. He proposed to consider the three Special Resolutions A, B and C together A member proposed Special Resolutions A, B and C: Resolution A Special Business: That Article 105 of the Articles of Association of the Company be deleted and the following substituted: Any notice to be given to or by any person pursuant to these Articles shall be in writing and may be sent by to the Member at the Member s address except that a notice calling a meeting of the Directors need not be in writing. Resolution B Special Business: That Article 106 of the Articles of Association of the Company be deleted and the following substituted: The Club may give any notice to a Member either personally or by sending it by post in a prepaid envelope at his address in the Club s register of members or by leaving it at that address, or by sent to any address of the Member and in cases where a Member has died and his personal representatives have not yet exercised the rights conferred on them by Article 21 to have some person registered in place of the deceased Member or a Member is bankrupt any notice required or authorised to be served shall be sufficiently served if addressed to the deceased or bankrupt Member (whether or not the

4 Club has notice of death or bankruptcy) at his address in the Club s register of members and served in any of the foregoing methods or sent to his last known address. Resolution C Special Business: That Article 108 of the Articles of Association of the Company be deleted and the following substituted: Proof that an envelope containing a notice was properly addressed, prepaid and posted (by first class post or air mail) shall be conclusive evidence that the notice was given. A Notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted and any notice so sent by shall be deemed to have been given at the expiration of 24 hours after the containing it was sent and in proving such service it shall be sufficient to prove that such was ed to the Member s address Another member seconded Special Resolutions A, B and C Special Resolutions A, B and C were then each put to the vote and, on a show of hands, each was declared carried, all in favour. 6. GENERAL MANAGER S UPDATE 6.1. The Chairman prefaced the General Manager s report by explaining that a proportion of the net income of the Club is set aside to build up the Sinking Fund, the amount in which has varied from zero to 1.5 million over the past 20 years or so. At various times, the Club had suffered from adverse economic circumstances and had halted its refurbishment programme until the financial outlook improved. The object of the Sinking Fund was to maintain the members annual fees at a consistent level, as opposed to increasing them when large capital expenditure was required 6.2. Mr Beenham added that the intention of the board is to use most of the current Sinking Fund value for the Clubhouse refurbishment covered by the Chairman, but that there might well be some replenishment of the Fund from the operating surplus of the current year The Chairman introduced Mr Jorge Oliveira, the Club s General Manager, who gave a report on the Club Mr Oliveira began with the presentation of some slides showing artist s impressions of the refurbished Clubhouse Mr Oliveira then reported on sales of weeks: 288 weeks were sold in 2016 (mostly under one of the 5 year schemes), despite the Brexit vote taking place in that year; 278 had been sold in 2015; 5 or 6 years ago, the Club was selling a year; To 31 st August 2017, 241 have been sold, as against 205 at the same stage in 2016; and 80% of sales are via the database of members, either from members buying additional weeks, or via the referral programme, which provided one free winter week and a 250 voucher to spend in the Clubhouse. He also mentioned that there is a trial offer available to prospective members to stay in a Villa for 3 nights at 60 per night. Mr Oliveira introduced Ms Angela Viegas, the Club s Marketing Manager, and mentioned the member s card, which gave offers and discounts from various local providers and a 5% discount on food and beverage in the Clubhouse.

5 70,000 surplus had been made on food and beverage in 2016, the best he has seen in his time at the Club. Feedback had been very positive about quality, especially after the appointment of an executive chef two years ago. Furthermore, the period up to the end of August 2017 had been 10% up on the same period in In 2016, the Club had appointed VDL as its car hire partner and the Club s commissions from had gone from 7,000 in 2015 to 38,000 in He appreciated that the partnership had to work for VDL, the Club and the members, but that it appeared that it was succeeding in this. Compared to the previous partner, VDL has newer cars, competitive prices and a good range of benefits for members. It will soon be offering a discount of 40 a week for booking 8 weeks or more in advance and a 19 package to transfer members from the airport to the Club and deliver the hire car there. High speed internet has now been fitted throughout the resort. There is coverage throughout each villa, and in some cases, outside. This will extend to more villas, as the current refurbishment programme continues. A further 13 villas had been refurbished in 2016 and all have now been refurbished once, in either the current style or the previous. October 2017 will see work start on 10 more, with the final 81 planned over the following 5 7 years. Slides were shown of the Clubhouse improvements, including Upside-down World for children in the old laundry site. A new promotional video for the Club was shown to the meeting, about what s going on at Fairways and what s coming over the next 12 months. The 7 month project starting in October required the closing of the Clubhouse. A temporary marquee is being erected on the tennis courts for restaurant and bar facilities and a reception area. The pools would be closed, but the Club has an agreement with Four Seasons Country Club to use its facilities. A villa will be blocked from occupation to provide a heated pool and gym facility, and Villas used for the beauty parlour, Fun Club, golf bookings and Club rentals, etc. The current open forums and welcome sessions will continue over the 7 month period. It will be a challenging time, but from May 2018, the Club will have a brand new Clubhouse. There was general applause Mr Oliveira concluded by thanking the Members for supporting the Club and for their very useful feedback, which is always welcome. 7. QUESTIONS & ANSWERS 7.1. The Chairman asked about reciprocal arrangements with other clubs during the refurbishments. Mr Oliveira replied that such arrangements were indeed in place A member asked if the shop would remain open. Mr Oliveira replied that it would, in the same location, but with temporary access Another member said that he endorsed VDL and also that UBER taxis were available and very cost-effective. However, he had heard that there was some local resistance to UBER and wondered what Mr Oliveira knew about this?

6 Mr Oliveira said that most objections were in other areas, particularly in Lisbon. Currently, there appeared to be a grey legal area that was being resolved, but in the meantime, UBER can continue to operate. He also wanted to mention that VDL operate a bicycle hire service, including free bike hire with the weekly rental of a car A member asked if the restaurant would be open on Sundays. Mr Oliveira responded that it would be open 5 days each week, but the decision had not been made whether to close on Sunday and Monday or Monday and Tuesday A member asked if Mr Oliveira could confirm whether Faro Airport s improvements had been completed. Mr Oliveira said that they were not quite, but nearly, complete but that the airport was already much better Another member asked about poor internet access upstairs in villas. Mr Oliveira said that this was part of the refurbishment programme The next question was about golf pricing and whether deals available to Club members measured up well against the competition. Mr Oliveira replied that golf prices had increased significantly in recent years, but there had also been big improvements in quality. Tour operators have greater volumes and can sometimes therefore achieve slightly lower prices. The Club was trying to negotiate with Quinta do Lago, but they were being inflexible A member asked if there would still be a PC available for members use during the refurbishments? Mr Oliveira said yes, in reception, with a dedicated area after the refurbishment There was then a question about whether rental income was expected to suffer, because of the changes in the Euro/Sterling exchange rate. Mr Oliveira replied that the Club had had concerns in 2016, too, but they had proved unfounded. The exchange rate was worse this year for British clients, but rentals were up. A special offer to encourage rentals in the refurbishment period had attracted 60. He was not predicting a fall in revenue in 2017, compared to The Chairman added that lots of rentals are referrals and also that Portugal was seen as a safe destination, which everyone prays will continue. He expected rental income to make budget in A member asked if it would be a good idea to postpone the refurbishment programme until the final outcome of the Brexit process was known. The Chairman replied that the board had explored this. It was committed to the current programme for the Clubhouse and 10 villas, but that it would only commit to 10 villas at a time after that, so the programme could be suspended at any time, with this being the maximum committed expenditure. It is very important for the future of the Club for the programme to continue, if possible A member with weeks in November, February and March asked if the Club was planning to offer compensation for the reduction in facilities during the refurbishment period. The Chairman said that there would be a thank you offered.

7 Mr Oliveira expanded on this to say that there would be a disturbance allowance discount as normal, and the usual 300 allowance will continue but in these circumstances as much as 150 can be used on other services such as VDL, Golf or Beauty Salon, rather than the normal 100. In addition, the members can deposit their weeks for use at a later stage, if they wish. 8. Mr Oliveira concluded that the good work in the resort was a result of the great efforts of all the staff and he wanted to thank the whole team 9. CHAIRMAN S CLOSING STATEMENT 9.1. The Chairman extended his thanks to the staff, especially to Mr Oliveira for his answers to all the questions. He thanked his fellow Directors for their service, which he pointed out was voluntary. He mentioned Mr Groves in particular, for taking responsibility for Project Silver (the Clubhouse improvements). He was also grateful to all Members who attended the meeting. He reiterated that all feedback and ideas were important and welcomed There being no further business, the Chairman declared the meeting closed. Chairman.. Date