AGM MINUTES – 30/10/2025

October 30, 2025

Minutes of the Extraordinary General Meeting of the Mid Harbour Small Boat Marina (MHSBM)

Date: March 30th October 2025

Location: Mackintosh Hall

Time: 18.00

The meeting started at 18.10hrs with a quorum of 50 members.

Attendees:

• Joe Pilcher (President)

• John Canepa (Vice President)

• Graham Olivero (Treasurer)

•• Johnny Buttigieg (Committee)

• Pepe Figueredo (Committee))

• Jason Mesilio (Captain)

• Edgar Colton (Committee)

Apologies from the committee

Andrew Camilleri (Secretary)

Gareth Jones (IT)

Agenda:

1. Opening Remarks by the President

Welcome and introduction by the President who commented that the EGM had been called by the AGM earlier in the year basically to report on the yard capital expenditure prior to the election of the present committee and also for the running and 2026 Budget for the Yard. The EGM would also explain the findings of the report requested by the AGM on the Marina security. The Budget for the Marina would also be presented and various minor adjustment that the Committee wanted to explain within that, particularly as it realtered to Water and Electricity consumption.

The President advised the membership that a thorough exercise had been done and Mr Canepa the Vice Chairman and the Committee member responsible for the Yard would be the member to present this report.

Mr Canepa introduced the below report:

First Report for the membership to have sight of the report prior to the EGM where it will be discussed. This report will be presented by John Canepa who is the Vice president but also the person in charge of the yard representing the Committee. As advised previously, members should ask any questions before jumping to conclusions. REPORT ON THE YARD EXPENDITURE UP TO MARCH 2024.

Expenditure for the yard in the year 2023 and in the first three months of 2024.

1. The Yacht Leg Company £19603 on 8th Dec 2023 for Boat Stands and Cradles deposit

2. The Yacht Leg Company £23206 on 25th January 2025 for rest of 1 above. TOTAL £42809

3. BRITLIFT LIMITED £11798.03 slings, spreads etc.

4. Trucks Direct £10,000 £18,000 on 25th January 2025 for Forklift and Spares deposit TOTAL £28000

5. Portacabins Various £12110 on Portacabin Office/Toilet

6. Montajes Canova £4521 for 2023 and £7280.09 Area for Crane and portacabin. TOTAL 11801

7. Balban Electricals £11028 for 2023 and £6000 for 2024 Electricity connections £14068 +£17641 TOTAL £34669

8. D Y Attard £7590 for 2023 and £1600 for 2024 Total £9190

9. Marr Company £3374.36 23 and 24

10. Selina £6410 for 2023 yard support.

11. NELU BESLIU £1574.03 for 2023

12. Francisco Jesus Linares £6050 for 2023 and £565.95 for 2024 TOTAL 6615.95

13. Moreno Quiros £5550 23 and 24

14. Presssure Washer £2045

15. Gov Duty £5,000 approximately.

16. Miscellaneous some £2645 for 2023 and £8000 for 2024 on items for support bolts, building material etc. TOTAL £10645 includes £5042.16 Paid to Derek Sene as he had bought the items on behalf of the Association.

The above report was created from the AMS audited accounts for 2023 and 2024. These are payments paid before end of March 24 or committed to and paid thereafter but which relates to actions by the previous Committee. The Committee was changed in April 2024.The below is not a Forensic Audit but rather a simple audit with recommendations which the membership can view and decide on whether they implement a Forensic Audit at a substantial cost or any other recommendation to the present Committee. The above costs amount to a figure in excess of £210,000 which in the main has amounted to some 25/30% of useful expenditure. These monies have in the main been wasted as they do not in any way add anything to the Yard but rather have had to be RE SPENT in acquiring other items e.g.

1. Trailers bought were the wrong ones, not homologated and unable to handle vessels greater than 1200kgs.

2. A non-operational Fork lifter was bought with no guarantees.

3. The Nissan Hut was repaired with no plans being submitted to the Government Planning department. The layout of the Yard in no way was thought through and therefore changes have had to be made to the layout e.g. Main gate. Electrical systems were put in over the requirements.

4. The water system was not properly set up and have had to be revamped.

The cradles and stands are the only equipment that are the correct ones!

Since all these figures are obtained from the audited accounts, there is no question that all the monies spent are not accounted for. THEY ARE.

The report nevertheless identifies a number of areas that need to be highlighted.

These are:

1. There was certainly a mismanagement of the decisions made which with the benefit of hindsight have been found to be the wrong decisions at a substantial cost.

2. No tender procedure or any other Expression of interest put in place before allocation or contract being awarded.

3. FORK LIFTER was bought without the necessary safeguards and at tremendous cost

4. Trailers bought were the wrong ones and not homologated and unable to handle vessels greater than 1200kgs.

5. Not enough background information collated before money spent i.e. Nissen Hut

6. Persons/Entities contracted without the necessary checks on the legality of their employment thus placing the Association as accessories to this.

7. Government Duty paid when it should have been cleared by GOG as the Marina belongs to them.

RECOMMENDATIONS

This committee can find no issues relating to monies being lost in any way although, as advised, the information herein contained comes from the AMS Audited accounts for years ending 2023 and 2024. The Committee would like to stress that it feels that there was mismanagement and a total lack of control in the spending by a non-existent Committee. Decisions were taken by the previous Vice President with no Committee decisions being minuted or in any way seen through. We do not recommend a Fiduciary audit as this will in no way bring back the monies that have been wasted and we do not feel that there has been any monies missing but rather decisions taken without the necessary thought being given. The only possible recommendation for future Committees is that no expenditure be entered into without a budget being approved in advance of the expenditure and a minute showing that this has been discussed with the rest of the Committee and approved. If as seems to be the case, only 3 or 4 members were active and therefore decisions were taken between them, then the Committee should have been dissolved and an EGM called to explain this. The President is at fault for not having done this and those members who actively continued to try and run the Marina and set up the yard can only be faulted inasmuch as they should not have taken this responsibility without Committee support. The main culprit here was the then Vice President who, with the then acting Treasurer, continued to take decisions and create expenditure without Committee support or blessing. A vote of no confidence in the previous committee should be taken with a caveat that this situation can no longer happen. All decisions, particularly on expenditure, should be taken by the Committee and minuted and in this way, any issues would have to be defended by the entire Committee and not just a member who, in all fairness, was probably the only one that worked within the Committee. Active committees and minutes must be the way forward.

Following this report, there was a general discussion in which basically members wanted to be assured that no monies had been expropriated. The President advised those present that all expenditure had been shown in the 23 and 24 audited accounts and therefore short of a fiduciary audit, which he did not recommend. All monies had been spent albeit wrongly by the previous Committee.

The membership wanted to be reassured that this did not happen again and were reassured that were advised that if the Motion was passed, it highlighted the way that all Committees should conduct its business. Furthermore, the budget which would be presented during the course of the meeting, would need to be presented to the AGM. Any departure from that budget, on the basis of big expenditure, should be brought back to the Membership if nev=cessary in the form of an EGM.

The Motion was accepted unanimously.

Mr Canepa then moved to the issue of the expenditure and running expenses of the yard in its first year. He provided the following report:

THE YARD INCOME AND CORRECTIVE MEASURES

It has been almost a year of operations at the Yard and the income/expenditure generated is shown below. Please note that the below figures are not audited figures and are a general guideline on income and expenditure and for the purposes of taking a decision on the way forward. Audited figures will be provided as usual at the AGM next March 2026.

CAPITAL EXPENDITURE

1. Payment to GLBS reference perimeter fence/Wall and Gate £44,000 (£40K was paid back to us by the Government)

2. Cost of new trailers £22500

3. Cost of Finger Pontoon Dock £20,000

4. Cost of Nissen Hut refurbishment £40,000 (Pay for itself)

5. Cameras £2500

6. Fire Systems £1250

7. Portman £15000 (Pay for itself)

TOTAL £145250 of which £40,000 was repaid by the Government and £55,000 is an investment in rechargeable capital expenditure. The initial cost of which we believe only 30% was useful expenditure (i.e.£63000) means that the Yard should have cost the Marina £110,000 which will be an internal loan to the Yard by the Marina payable over the next few years.

INCOME GENERATED

1. Direct Income £80556 say £82000 (Includes all income)

2. Ancillary Income £23609 say £25000 (Also contains some £23000) License Payments as at 7 above).

3. Associate Membership £1500

TOTAL £108500

Cost:

1. CYC Contract £125,000

2. Elec/Water £850

3. License £120

4. Maintenance Material £1000

TOTAL £126970 £127000

The figures for the year show a deficit of some £18,500. Although it has to be understood that this is the first year of operations and will therefore get better as shown below. Notwithstanding, the Yard is not an integral part of the Marina for legal purposes, and as such cannot be a drain on the Marina resources other than as decided by the Membership. It is the decision of the Committee that the Marina will open up a subsidiary account in the Bank through which all transactions of the Yard will be made thereby giving the yard the financial independence required. We will be asking AMS (our Auditors)to treat it as a department of the Marina for accounts purposes giving the membership an annual picture of income/expenditure for the Yard as well as the Marina.

This year’s deficit (as indeed may be the same if there is a loss going forward) is mainly caused by the 50% discount afforded to members as per the Committee decision of last year. During this year, the Committee, led by Mr. John Canepa, who as Vice President has taken the lead on the Yard, has taken steps to enhance and maximise the income with this culminating with Winterisation of Boats which mechanism is expected to make the Yard some £20,000 per annum. Be that as it may, the deficit of the first year will roughly be some £18500 so everything being equal, we might find that we have a small profit even next year. Although the deficit/profit will vary on a year-to-year basis, the solution has to be a permanent one which will be enhanced on a year-to-year basis depending on the accounts. This will allow the Committee to take the decision of how it is going to be tackled going forward every March every year as a result of the finalisation of the Audited accounts for the previous year.

The last decisions taken that impacts on the accounts, is the fact that there is a requirement to use three men to lift or lower boats as apart from the Crane Driver, there must be two persons on the ropes ensuring the correct movement of the boat. The Committee has ameliorated this by using a 5-day week instead of the 6-day week as previous. The reason for this decision is basically because the Saturday manpower was not required operationally as no boats were hauled out on Saturdays. This overall change has decreased the CYC Yard contract and has obviously affected the Marina loss which is now expected to be less.

Overall, the accounts this year show a deficit of some £20000 for this year but which is expected to become negligible for next year as the Winterisation kicks in and the new CYC contract applies. The Committee requires a lead from the Membership as to how this deficit is going to be met. This can be tackled either

1. By increasing the Yard Fees

2. By decreasing the Discount on members

3. By the Yard coming into an agreement with the Marina by which there is a cross subsidy for the discount afforded to members.

There are arguments in favour and against all possibilities, and the EGM will create the forum for discussion.

Notwithstanding the above the recommendation of the Committee is as follows:

The Capital expenditure used from Marina Funds to set up the Yard (some £210,000) is to be treated as an internal loan to be repaid as and when. The annual deficit for last year is to be repaid by the sum of £2000pm (£24000 per annum) being the agreement on the equivalent cost of the Discount to Marina members. Going forward the sum is to be maintained to be used to repay the internal loan issued by the Marina to the yard. The committee therefore recommends that the EGM accept Item 3 above. This will allow the Yard to remain on a break-even situation whilst allowing the repayment of the internal loan thus the Yard stays at arm’s length to the Marina thus keeping within the legislation. There will be no need for any compensating increase in the Marina as per the budget presented.

A final decision has to be taken on the way forward. not required operationally as no boats were hauled out on Saturdays. This overall change has decreased the CYC Yard contract and has obviously affected the Marina loss which is now expected to be less.

1. By increasing the Yard Fees

2. By decreasing the Discount on members

3. By the Yard coming into an agreement with the Marina by which there is a cross subsidy for the discount afforded to members.

There are arguments in favour and against all possibilities, and the EGM will create the forum for discussion. The Budget for the Yard for 2026 was also presented.

A discussion ensued were there were various opinions about which system to use. In the main, the EGFM was happy as to how the yard had been managed and looked forward to seeing whether as shown in the budget, the Yard would be breaking even or making money as from 2026. Notwithstanding, the President explained that some £210,000 (final figure would be agreed with the auditors at the end of 2025) and that this should be treated as a departmental loan which the Yard needed to repay. At the same time, it was felt that the discount for members should be retained and eventually repaid. It was also felt that Yard fees should not be put up as this would dissuade the use by the private sector. Questions on the running costs of the Yard were made and these were answered to the satisfaction of the membership. The winterisation of boats and its cost was also explained and members were advised that for the time being, there would be no discount system for winterisation. Once the Yard was making a profit, this would be looked at again. The President recommended on behalf of the Committee that the discount be maintained but underwritten in the form of a interdepartmental subsidy of £2000 per month. This would be managed from the existing budget so there would ne no need to increase fees and this would provide a long term solution even for the repayment of the loan. The subsidy could be defended on the basis that the discount is for MHSBM Association members only.

There was a general consensus and Option 3 was passed. An agreement would be out in place at the end of the year to cater for both the loans and its repayment and for the cross subsidy.

The President then advised Notwithstanding the above the recommendation of the Committee is as follows:

The President introduced Jason Mesilio as the person who had chaired the Security committee which had been created after the AGM. He reported as follows

Security Fees

Much has been said about the different possibilities of providing security for the Marina. The Committee is convinced that the system now being implemented is the best possible solution for the cost which the Committee has deemed necessary to be used for this. In the last AGM, a Sub Committee was set up to look at this and make recommendations. Some of these recommendations have been actioned and we have now set up a ‘spike’ system on top of gates plus changed locking systems changing the previous unsafe system with the rubber wheels. Also, we intensified the security during the summer months. We have improved then Camera system and created a mechanism in the Web Page for members to check their boats. We also met the Gibraltar Police and Customs Marine sections, and they agreed to have continuous patrols inside the Marina to tighten security. Both also advised us that they would speak to their superiors to ensure active Patrols on land. We are happy to advise members that these patrols, both in the Marina and on Peter Isola Promenade, has been happening throughout the Summer.

We continue to look at ways of improving this, but the main discussion is on the manpower security required. Notwithstanding, it is up to the membership to decide on the best system going forward but having the cost implication available.

It is also interesting to understand what the costs for this service was before. Although it is difficult to pinpoint this because the old contract contained different elements which were provided for in the contract but not physically happening e.g. Pier master duties. The Committee therefore divided these tasks as explained to the AGM in March of this year. Overall though, and taking account of everything, it was deemed that the cost of the previous Security service was some £120,000 per annum with the then operator advising the new Committee that the fees had to go up as these had remained static for a long time. The Committee took the decision that this security cost was not needed and reenforced the Camera systems ad agreed that Security should be satisfied with some £40,000 thus using the rest to provide much needed activities e.g. the employment of a Pier Master and a Marina Operative.

Present system 2 Patrols during the day and 4 patrols at night with Camera monitoring during silent hours. This was the system used in winter (8 months) and increased day patrols in the 4 Summer months from 1500 to 20000hrs with continued patrols as in Winter and Camera monitoring at night

Annual Cost roughly

a) Winter Period (Total per annum) £3000 X 8 = £24000pa

b) Summer Patrols Daylight £4835 pm X 4 = £19340

TOTAL £41740 equivalent of £3500 per month. This is what the present system costs some £42,000 per annum.

Below are the different cost probabilities.:

1. One guard on duty during the day £13 per hour say 9am to 9pm Approx £59000 £4920 plus existing Night support £3000 say £7920pm. This would cost some £95000 per annum.

2. One guard on duty at night reversed as above same as 2 above with night bonus i.e. £9000pm. This would cost some £108,000 per annum.

3. One guard throughout i.e. day and night. £120,000pa or 10,000pm plus camera support at night £10,300pm. This would cost some £125000 per annum.

4. Any of the above or a mixture of systems…can obtain a quote.

The above figures are an average of what it costs in the market with our existing operator. The overall cost is roughly the same with all existing market operators. These costs are estimated for the purposes of the EGM and a decision on any of these will prompt the Committee to formalise the quote. The idea is that in this way, members can see for themselves the costs and then determine in the EGM whether there are changes needed either way but having a clearcut cost in mind. The Committee are happy that the present system meets the needs of the Marina given our income, and as such do not recommend any changes

The present system costs roughly £5 per member per month (£60 per member per annum i.e. £42,000 per annum) using the 700 members as the guidelines although we accept that until the Government take a decision on the Empty Berths which we have been promised will happen, this is not an accurate reflection. The Security costs are part of the overall Marina costs and as such this must come out of the Budget which the Committee will present to the membership at the EGM.

The system at present was discussed and it was felt that overall it was value for money.

The President explained that the present system with all its flaws was working well and there had been a progressive improvement throughout the year. There was a relationship between OSG and the Captain and there was a liaison which was working. A discussion ensued but it was clear that membership understood that the monies spent on Security and the improvements that had been made on the door system etc., was value for money and did not need changing at this stage. The membership agreed and accepted that the present system is what the Marina can afford.

The President then introduced three issues which he wanted the membership to consider. These were.

1. 2041 FUND…At present the Sinking fund which the Marina is required to have by law, has £650,000. In the estimation of the Committee, the fund will need some £2 million by 2041. The Committee believe that this amount of money would be sufficient to cater for the repair and restructuring of any Marina infrastructure required by the legislation. Notwithstanding, the Committee has contacted Marinetek to establish the state of the Marina and the overall financial requirements to meet any eventuality. Membership will be updated accordingly if there is a major change in the monies required whether upward or downward.

The money required will be held in Government debentures (or similar) and only used in the case of Marina infrastructure works. In order to meet the targets set by the Committee the Committee of £2m, the monies obtained from the existing debenture (i.e. the interest which is some £40,000 this year), will set aside and reinvested the following year. This together with new monies that will be put aside (Committee recommending £2000 per month i.e. £24000 per annum), will be invested in new Government debenture (or similar). This amount will be checked every year as the interest fluctuates in order to get to the target of £2m. (or the new target after the report by Marinetek). Reports will be obtained annually from the Marina Treasurer to reflect the Debenture and the growth of this to 2041. Any changes will be made in the AGM of successive years taking into account interest rates etc.

It was agreed that the Committee would on an annual basis reinvest all the interest which the debentures had produced and add another £24000 (£2000 per month) which this year would mean that the debenture would be increased from£650,000 to £715,000.

2. The President felt that in future all new members when they sign to become members, will pay a deposit equivalent to their annual Berth fee together, obviously with their berth fee. In that way, if for any reason the member defaults on the payment, the Association will have recovered the whole of the year’s Berthing fee and not just the £365 which was asked for previously. This was accepted unanimously.

3. The President explained that the Electricity & Water Fees costs and how they should be recovered was spelt out in the Constitution in Rule 2 ( e) (vi). This makes it clear that the Water and Electricity consumption of the Marina has is be paid by its members directly and separately from the Berthing fees and Membership/subscription fees. This year the Committee has created the mechanism for the cost of this to be identified clearly and is working hard to minimise both water and electricity costs. Although this was paid previously by members, it was deemed to be a part of the Berthing fees, which it is clearly not as shown in Rule 2( e). The Committee unanimously felt that this had to be corrected so as to ensure that it kept with the law.

The Committee recommended that the Electrical/Water consumption would therefore be identified as at the end of November every year (December one year to November the next) thus identifying the annual consumption which will then be identified as a cost per member.

To give you an example, the Electricity (common areas) costs this year amount to some £14400 whilst the Water, consumption which has been controlled,( although this will be further reduced )came to some £12000 per annum obviously fluctuating from £500 in Winter to £2500 in Summer. We expect therefore for the annual consumption to be around £27000 (Final figures will be determined when the November Elec/Water bills are sent by Aqua Gib) or some £40 per member. Given that some members have questioned the need to have Membership fees over and above the Berthing fees , but given the fact that the payment per member is included in the Constitution and has to be paid, the Committee feel that the Membership fee itself should be established at £5 and the difference go towards an Elec/Water surcharge, checked and adjusted every year. This will make the Membership fee for next year £40. This will mean that we take the burden of Elec/Water costs to the Marina and only have to increase membership fees by £20 per annum or £1.67 a month. Berthing fees will therefore remain untouched by this cost.

The Committee are urging members to accept this increase and so be able to treat Electricity and Water charges at present and in the future thus ringfencing it form the Berthing fees and checked and automatically adjusted each year. This will be the only increase that the Committee is recommending this year more than ably balanced with the fees that most of the members have paid as Yard fees this year as opposed to those that they paid previously. The budget was presented showing that with everything that the Committee wanted to do this year, there was a small deficit which would be cleared by this increase and particularly by the Government acceptance of paying for the empty berths which excisted because of their making

This was the recommendation by the Committee which created the most discussion with some members feeling that it should continue as had been the case before. One member in particular felt that the £20 was not a part of what the Committee should collect as this had been set up by the first Committee to collect monies for the yard. This was proved not to be the case since the Subscription fee was introduced by the 2017 legislation which had an annex making it £20 per annum. The president felt that the existing Committee wanted to run the Marina in keeping with the current legislation and in any case the increase that was being suggested of £20 per annum, was the first increase since 2017. He recommended it to the floor.

The matter was put to the vote and some 35 persons voted in favour with 6 against and some abstentions.

The President advised that this year the Invoice would contain the Berthing fees, a token Subscription/membership fee, an electricity surcharge and a Water surcharge.

As the final point that was also raised in the AGM, the President explained that this Committee was getting nowhere with the empty berths and the decision which the Government had to take on this. It was unacceptable that for years now, any berth that remained vacant was not allocated creating:

1. No movement whatsoever of the waiting list that at the last count we were told (although never had a sight of) had almost 1000 Gibraltarians for whom the Marina had been built

2. The fact that every empty berth meant a loss of a minimum of £385 for the Marina coffers which were now feeing the pinch particularly as it was this Committee’s desire to keep within the law and create a sinking fund for 2041.

The President said that he had sent the Port an invoice for the empty berths as he had been instructed to do by the AGM but this had not been honoured by Government, Notwithstanding, another invoice at the end of this year would be sent clearly showing the loss of earnings for the Association due to this. The Minister responsible had been made aware of this lack of action by the Government which was creating problems for the Marina. Notwithstanding, this morning the Minister had advised the Committee that the Advisory Board was going to be put in place to look at all the problems that the Marina had, and although this was not the remit of this board, pressure could be put by it. He asked the EGM to give the Government a few more months.

A general discussion ensued which clearly showed the feeling of the members. Although they agreed to give the Government more time, they nevertheless felt that we should give the Government an ultimatum whereby they could either take a decision on the way forward or release the berths for the Waiting list as previously. The members asked the Committee to transmit this to the Government who should be under no illusion that the membership would just sit and wait for the Government to take a decision whilst we earned less money as a consequence. They should at least honour and pay the invoices that we had and will send them for the monies which we were losing thanks to their non decision making. The EGM asked the Committee to advise the Government that we would expect a solution to have been arrived prior the next AGM in March 2026.

Their being no further business the meeting terminated at 2000 hrs.