Minutes of
Annual General Meeting of The Cochrane Collaboration
Friday 8 October 1999, Rome, Italy

[These minutes were approved on 28 October 2000]

Present: Clive Adams, Phil Alderson, Zarko Alfirevic, Claire Allen, Henning Andersen, Gerd Antes, David Badger, Lorne Becker, Lisa Bero, Jacqueline Birks, Dominique Broclain, Frank Buntix, Mike Clarke, June Cody, Ron D'Souza, Katia Darnand, Finola Delamere, Jane Dennis, Kay Dickersin, Louisa Dunn, Frances Fairman, Cindy Farquhar, Monica Fischer, Cynthia Fraser, Paul Garner, Charlotta Gavin, Davina Ghersi, John Paul Glutting, Muir Gray, Margaret Haugh, Diane Haughton, Frans Helmerhorst, Sonja Henderson, Bill Hersh, Jini Hetherington, Sally Hunt, Ruth Jepson, Paul Jones, Natalie Khin, Jos Kleijnen, Tim Lancaster, Peter Langhorne, Youping Li, Alessandro Liberati, Jan Lilleyman, Mark Lodge, Tony Marson, Miranda Mugford, Cindy Mulrow, Andrea Nelson, Melissa Ober, Anne Oestmann, Martin Offringa, Arne Ohlsson, Kirsty Loudon Olsen, Andy Oxman, Sue Pluck, Ian Roberts, Elizabeth Royle, Peter Sandercock, Bill Shaw, Beverley Shea, Ros Smyth, Lesley Stewart, Elena Telaro, Jimmy Volmink, Chris Williams, Richard Wormald

1. Welcome, and approval of the agenda
   Andy Oxman, Chair of the Collaboration, welcomed those present to the Annual General Meeting of the charity. The agenda was approved without amendment.
    
2. Minutes of AGM of 24 October 1998
   No amendments were proposed to the minutes of the previous Annual General Meeting, held on 24 October 1998. Peter Langhorne moved their adoption, the motion was seconded by Gerd Antes, and carried.
    
3. Steering Group membership
   AAndy Oxman thanked Zarko Alfirevic, Lisa Bero, Monica Fischer, and Beverley Shea, the four members stepping down from the Steering Group, for their hard work on behalf of the Collaboration. He introduced the incoming members: Davina Ghersi, Ruth Jepson, Youping Li and Elena Telaro. He advised that Mike Clarke would be taking over from Monica Fischer as the Collaboration's Treasurer, and that Gill Gyte would be taking over from Lisa Bero as Convenor of the Steering Group's Monitoring and Registration Sub-Group.
    
4. Financial Statement
   Mike Clarke moved the adoption of the Financial Statements of the Collaboration for 1998/1999, without amendments; the motion was seconded by Chris Williams, and carried.
    
5. Annual Report to Companies House
   Peter Langhorne moved the adoption of the Collaboration's Annual Report to Companies House, without amendments; the motion was seconded by Gerd Antes, and carried.
    
6. Re-appointment of Auditors
   Mark Lodge moved that the chartered accountants, Mazars Neville Russell, be re-appointed as the Collaboration's auditors; the motion was seconded by Peter Langhorne, and carried.

Prepared by Jini Hetherington, Administrator, Cochrane Collaboration Secretariat.

Minutes of
Annual General Meeting of The Collaboration Trading Company Limited
Friday 8 October 1999, Rome, Italy

[These minutes were approved on 28 october 2000]

Present: Clive Adams, Phil Alderson, Zarko Alfirevic, Claire Allen, Henning Andersen, Gerd Antes, David Badger, Lorne Becker, Lisa Bero, Jacqueline Birks, Dominique Broclain, Frank Buntix, Mike Clarke, June Cody, Ron D'Souza, Katia Darnand, Finola Delamere, Jane Dennis, Kay Dickersin, Louisa Dunn, Frances Fairman, Cindy Farquhar, Monica Fischer, Cynthia Fraser, Paul Garner, Charlotta Gavin, Davina Ghersi, John Paul Glutting, Muir Gray, Margaret Haugh, Diane Haughton, Frans Helmerhorst, Sonja Henderson, Bill Hersh, Jini Hetherington, Sally Hunt, Ruth Jepson, Paul Jones, Natalie Khin, Jos Kleijnen, Tim Lancaster, Peter Langhorne, Youping Li, Alessandro Liberati, Jan Lilleyman, Mark Lodge, Tony Marson, Miranda Mugford, Cindy Mulrow, Andrea Nelson, Melissa Ober, Anne Oestmann, Martin Offringa, Arne Ohlsson, Kirsty Loudon Olsen, Andy Oxman, Sue Pluck, Ian Roberts, Elizabeth Royle, Peter Sandercock, Bill Shaw, Beverley Shea, Ros Smyth, Lesley Stewart, Elena Telaro, Jimmy Volmink, Chris Williams, Richard Wormald

1. Welcome, and approval of the agenda
   Jos Kleijnen, Chair of the Collaboration Trading Company Limited, welcomed those present to the Company's first Annual General Meeting. The agenda was approved without amendment.
    
2. Membership of Board of Directors
   Jos Kleijnen explained that the Collaboration Trading Company Limited had been established as a private limited company (no. 3657122) under UK law on 27 October 1998, and that the Cochrane Collaboration owned one hundred per cent of the shares of the trading company. The Steering Group had agreed that the directors of the Collaboration Trading Company Limited should always be past members of the Steering Group. He and Chris Silagy had been invited by the Steering Group to become directors, and had accepted. In addition, Dr Malcolm Newdick had agreed to act as the Company Secretary, for a small annual fee.

   Jos Kleijnen explained that the royalties from subscriptions to The Cochrane Library had improved to the extent that it had become necessary to establish a trading subsidiary, so as not to contravene UK charity law. He also explained that there were additional advantages in respect of being able to reclaim part of the Value Added Tax paid on trading company invoices.

   Kay Dickersin asked if consideration could be given to having an additional director on the Board, taking into account the need for geographical representation and the fact that there were no women on the Board. She said these were important aspects of the face that the Collaboration presents to the world.
   Post hoc note: Monica Fischer from Denmark, ex-member of the Steering Group and ex-Treasurer of the Collaboration, was invited to join the Board, and accepted.
    

3. Retirement and reappointment of Directors
   Mike Clarke moved the reappointment of the current Directors, and Chris Williams seconded the motion, which was carried.
    
4. Report and Financial Statements
   Andy Oxman moved the adoption of the Report and Financial Statements of the Collaboration Trading Company Limited; Mark Lodge seconded the motion, which was carried.
    
5. Appointment of auditors
   Mark Lodge moved the appointment of Mazars Neville Russell, accountants to the Cochrane Collaboration, as accountants also to the Collaboration Trading Company Limited, the motion was seconded by Peter Langhorne, and carried.
    
6. Any other business

   6.1 Current financial position:
   Andy Oxman explained that royalty revenue from subscriptions to The Cochrane Library was likely to be between £250,000 and £300,000 in the coming year, and that this would be applied to the agreed list of funding priorities. The first of these was to fund the running of the Secretariat, and to set aside a reserve of six months' running costs as back-up; this reserve had almost been reached. Software development, central copy editing of reviews, and CENTRAL/CCTR had been agreed as the next level of priorities to receive funding. Peter Sandercock of the Stroke Group said that the Collaboration should have a clear business plan before anyone should rush to spend the accumulated funds; Andy Oxman agreed, and cautioned against doing anything in a hurry.

   6.2 Next Trading Company AGM:
   Jos Kleijnen said that the next Annual General Meeting of the Trading Company should be held in the midst of the Collaboration Annual General Meeting. This would give people a chance to ask questions (for example, about financial strategies) prompted by the Trading Company's AGM, which should be answered by members of the Steering Group rather than by directors of the Trading Company.

Minutes taken by Jini Hetherington, Administrator, Cochrane Collaboration Secretariat.

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