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Shuttleworth Foundation Trustee minutes

by Helen Turvey. Average Reading Time: about 7 minutes.

Last week, we had our Year End 2010 meeting with our Board of Trustees and whilst we have always shared the notes internally, we have not published the intricate details before.  I do so now, not because they necessarily make for compelling reading, but to keep us true to the principles of open and sharing.

First though, some background.  As the Foundation grew, and as we started funding where energetic and brilliant people were, rather than sticking to geographic boundaries, we were met with more and more administrative and financial resistance.  South Africa has strict foreign exchange controls and it was often costing us more to pay someone abroad than the work was worth.  We decided to restructure to enable us to operate more efficiently and be able to react to opportunities, wherever and whenever they arise.

For this reason, the Foundation is a purpose trust based in Jersey.  The group structure is as follows:

  • The Shuttleworth Foundation Trust (SF) is a purpose trust, registered in Jersey.
  • The purpose of the trust is defined as follows:
    • “To assist persons or projects to effect or which are otherwise involved in social change, with social change being the process whereby values, attitudes or institutions of society, such as education, family and industry become modified, to include both the natural process and action programs initiated by members of the community or any other person.”
  • It is for this reason that the Trust registered an entity in the Isle of Man, SF Isle of Man Limited (SF IOM).
  • SF IOM funds individuals interested in social change by offering them a Fellowship Grant and providing matching funding to the programs initiated by the Fellows.
  • We have offices in the UK and SA.
  • SF Management Team: CEO, CFO, COO and the Office Manager.

The Board is made up of a lawyer and accountants based on the Isle of Man.  Notes from the meeting can be found below.   As I said, they are not what the stuff of great novels are made of, but they are a true representation of the meeting and actions that are required to be taken.  They also ensure that we keep our commitment to being open and reveal ourselves, warts and all.

 

THE SHUTTLEWORTH FOUNDATION TRUST (the “Trust”)MINUTES OF A MEETING OF THE DIRECTORS OF ORBITAL ADMINISTRATION LIMITED (the “Company”) IN ITS CAPACITY AS TRUSTEE HELD AT ONE CIRCULAR ROAD, DOUGLAS, ISLE OF MAN ON 3 MARCH 2011 AT 12.00hrs

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PRESENT: L V Ferns – representing Standard Bank Trust Company (Isle of Man) LimitedS Lannigan – representing Standard Bank Trust Company (Isle of Man) Limited

R Prosser (by telephone)

 
IN ATTENDANCE: H Turvey (by telephone)K Gabriels (by telephone)

M Shuttleworth (by telephone)

 
APOLOGIES FORABSENCE: The Chairman reported that apologies for absence had been received from Mr Diesveld and Mr Kirkman 
CHAIRMAN: Mr Ferns acted as Chairman of the meeting and Mrs Lannigan recorded the minutes. 
QUORUM: The Chairman noted that as a quorum of directors was present agreeing to accept short notice of the meeting and its purpose, the meeting be deemed to be duly convened and constituted. 
BUDGET OVERVIEW: It was noted that each participant to the meeting had been provided with copies of the Financial Statements for the year ending 2010 along with the approved Budgets for 2011, copies of which are attached hereto and deemed to form part of these Minutes as if set out herein at length.Ms Gabriels reported the financial results for the year ending 2010 and noted that the budget for SF Advisors South Africa (Pty) Ltd (“SF SA”) had been increased for 2011 due to further costs for theoffice move.

Ms Gabriels further noted that although $1.3 million had been budgeted in 2010 for the Fellowships, an amount of only $868,000 had been spent. Ms Gabriels explained that this was due to timing issues of when the Fellows would put forward their pitches and claims.

Mr Prosser asked if this difference would be paid and Ms Gabriels confirmed that this would be paid in due course, and was accounted for in the new budget, together with additional bduegt for new Fellows. Mrs Turvey confirmed that the Fellows had a deadline of 6 months from the end of their project to claim any further payments.

Ms Gabriels further noted that on the Consolidated Budget sheet, there was a difference in the percentage change amounts for SF SA between the reporting currency of US Dollars, and the local currency of South African Rand and this was due to differences in the budgeted foreign exchange rates for the 2010 and 2011 financial years.

Mr Prosser asked if Ms Gabriels and Mrs Turvey were happy with the proposed budget of $5.3m for 2011 and it was confirmed that they were. Mr Prosser also asked if monies were drawn down as and when required and Ms Gabriels confirmed that once funds were paid into the Trust it was moved in tranches to SF Isle of Man Limited, when required.

Ms Gabriels noted that the Trust and underlying companies were currently in the process of being audited, and this included the company Village Telco Limited, of which SF Isle of Man Limited owned a 30% share, even though as a Mauritius company an audit was not a legal requirement.

Ms Gabriels reminded everyone of the history of Village Telco Limited, a for profit company, and confirmed to Mr Prosser that no additional costs were borne by SF Isle of Man Limited, as a shareholder. Mr Shuttleworth also confirmed to the meeting the benefits of assisting Fellows by the use of a for profit company.

Ms Gabriels confirmed that once the audit had been completed, consolidated financial reports of the group would be available as a public document on the Shuttleworth Foundation website.

Ms Gabriels further noted that one of the existing Fellows was considering the incorporation of a for profit company and he would be requesting the directors of SF Isle of Man Limited to consider a 30% stake.

Ms Gabriels also noted that shareholder agreements should be considered to manage and control this aspect in the future, and that she would continue to work on streamlining the financial reporting, both internally and externally. She also confirmed that she would continue her directorship on Village Telco Limited, and was considering the directorship on the new for profit company, and that she had also taken a new role as Treasurer with P2PU.

 
FELLOWS: Mrs Turvey provided an update and overview of all the Fellows and their work to date, full details of which can be located on the Shuttleworth Foundation website and Wiki, with certain information on the public site and the Fellows personal blogs.Mrs Turvey also confirmed that for every Dollar provided by the Fellow the Shuttleworth Foundation would provide Ten Dollars (or Fifteen, depening on the total amount committed), however if they collaborated with each other on a project this could be increased up to Twenty Dollars.

Mrs Turvey further noted that although the Fellowships were granted for a one year period, this had sometimes been extended to for mulitple years, depending on the project development idea..

Ms Gabriels noted that at the next meeting she was proposing to present an analytical report of the funding provided to the Fellows and how the monies were spent.

Ms Gabriels further noted thanks from herself and Mrs Turvey for the assistance they had received from Standard Bank Trust Company (Isle of Man) Limited, particularly Mr Christian, Mr Ferns and Mrs Lannigan.

Mrs Turvey further noted that of the Fellows, there had been one reapplication, two leavers and three new applications, giving a current total of seven Fellows with sufficient funding in the budget to account for ten Fellows.

Mrs Turvey also noted that general communications, branding and public relations had been lacking and following a discussion last year with Mr Shuttleworth regarding this, she was going to investigate this further and would report in more detail at the next meeting.

Mr Prosser asked if the Fellows who had left had an obligation to report back and Mrs Turvey confirmed that there was no formal obligation, unless there was the involvement of a for profit company where a shareholder interest was held, however they were all invited to the regular gatherings of the Fellows and that at the last of these in November 2010, two previous Fellows provided an update and that most Ex-Fellows did keep in touch.

Mr Prosser also asked how many new Fellows were being considered for 2011 and Mrs Turvey confirmed that in addition to the current seven, there was sufficient funding within the Budget for another three.

Mr Ferns asked if the Shuttleworth Foundation Wiki was public and asked if this would provide better recognition and advertisement. Mrs Turvey explained that a lot of the information on the Wiki was already available on the Foundation Website and the Fellows own blog.

 
ANY OTHERBUSINESS: There being no further business, the Chairman declared the meeting closed._________________________ _____________

 

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