Red Bill
Active member
- Joined
- Dec 9, 2011
- Messages
- 2,884
I haven't put this on the general AGM thread as i think this issue is too important. and I don't want it to get lost.
As some of you may remember, a few years ago I stood for election to the TB. This was in the time following the PFA loan and the honest admission by the TB that they had "taken their eye off the ball". At that election, myself, fellow candidate and ex webber Terry Hall, Clive Harrison and Matt Phillips put out a joint statement saying that if elected we would be working towards ensuring full accountability of the club board to the TB. We were supported in that aim by then sitting trustees, Pete Martin and John Kanefsky. At that time I think we were all of the belief that the attitude of the club board to the Trust and TB was that they were a minor irritation that occasionally required lip service but could ultimately be ignored. I and i believe the others I mentioned believed also that we needed to flex our muscles as majority shareholders and work towards putting measures in place to ensure this could no longer happen and we would have appropriate control.
Although I came within just a few votes I was however unsuccessful in getting elected to the board, as was Terry. However, Clive and Matt were successful and were able to join Pete and John pushing for change from within and I'm sure they were instrumental in in getting the rule change that ensured voting parity between Trust appointed director and those appointed from elsewhere. As a result for the first time we the trust had genuine control as majority shareholders should in my opinion.
However, that hard fought for, landmark change is now under threat, as there is a proposed resolution for the AGM that this voting parity be abandoned. I feel very strongly about this. If we abdicate our power in this way, for me the "we own our club" statement becomes meaningless, and we will go back to the dark days when the club board simply ignores the Trust other than the kudos that comes with being able to claim supporter ownership. If we have no real power, then what is the point of the Trust ownership, we might as well sell our shares and go back to the private ownership model that for 101 years of our history failed to produce a viable and sustainable business and hope we don't fall would of another Russell and Lewis.
I feel so passionate about this and don't want to go back to the dark days where the constant accusations of the prevalent 'village fete mentality' justifiably in some cases re-emerge. I strongly urge all trust members to give this matter serious thought and vote down this resolution.
This is the proposed resolution and its supporting info. Below each point is my response:
Trust Board Resolution No 3
Resolution:
The Trust Board shall remove the requirement for there to be parity of voting directors between those appointed directly from the Trust, and those appointed from external sources.
Supporting Information
1) The Trust already appoint and approve ALL DIRECTORS regardless of how they were sourced. The Trust may choose to appoint the entire Trust Board to the Club Board or none.
This is true but as with electing politicians, you can say what you like to get in, but once you're in you're in and can do and say what you like. The difference being that politicians are forced to do their work in the public eye, and you can see when they mess up, but as a company director, it's all done behind closed doors. The second sentence of this is a bit of a red herring as we know in reality the Trust won't and almost certainly shouldn't appoint the whole TB, and the idea of appointing none of then is at odds with the statement in section five below so is plainly untrue.
2) The Trust can dismiss ANY DIRECTOR with immediate effect;
True again, but as far as I know in the nearly 20 years of Trust ownership, this has never happened, suggesting their is no appetite for this kind of intervention and it would no doubt be suggested it would result in bad publicity causing future recruitment difficulties if it were suggested. Plus as the only people who will be aware of how they are operating will be the Trust appointed directors, who will be bound to an extent by confidentiality in that role, so how will the trust as a whole know there is a problem that requires their removal.
3) There is no requirement for Trust Directors to vote in unison. Indeed, this could be detrimental to the legal requirement of being a company director and there is a danger of fettering individuals.
Again this is true, company directors are legally bound to act as individuals solely for the benefit of the company and cannot act as agents of another organisation. So as such they are not Trust representatives in that role. However these directors qualify for their positions through their membership of the TB having been elected in an open democratic process, where diversity of opinion is recognised, understood and accepted. We accept their will be diversity of opinion on the TB and it is reasonable to accept this will be transferred in their role as club directors. The imortant factor is that they are Trust appointments and well known to their fellow trustees who would be able to veto the appointment of a Trustee who is likely to 'go rogue'.
4) The time commitment required to perform a directorial role is significant and it may not always be possible to achieve parity simply due to the availability of people willing or able to do so. As such, the only way to achieve parity would be to reduce the club board by removing people who may already be playing a valuable role;
There is of course a huge time commitment for anyone undertaking the role of club director, and it is very feasible that at time there may not be enough people on the TB to fill the spaces. However, in reducing the number of director to accommodate this you do not need to reduce personnel, you merely need to remove their status as directors and therefore their ability to vote. Why do we need so many directors anyway? They would still be able to be fully active members of the management board, give advice, join in all discussions and put their case for courses of action to take. They can continue to fulfil their "valuable role', they just couldn't vote. I'm sure the argument would be that this would put people off wanting to perform these role if the status was changed, in this case I would question their motives for wanting to do them in the first place, as It would seem to me that rather than doing the role because they want the company to succeed, they are more likely in my opinion therefore doing it for personal self aggrandisement.
5) The number of Trustees appointed to the Club Board shall never be less than two. This would ensure that there is an appropriate check & balance function.
So what! If you're in a minority of two, you are powerless anyway and will always be outvoted, so what check and balance function could you possibly have. It didn't go well before did it!
As some of you may remember, a few years ago I stood for election to the TB. This was in the time following the PFA loan and the honest admission by the TB that they had "taken their eye off the ball". At that election, myself, fellow candidate and ex webber Terry Hall, Clive Harrison and Matt Phillips put out a joint statement saying that if elected we would be working towards ensuring full accountability of the club board to the TB. We were supported in that aim by then sitting trustees, Pete Martin and John Kanefsky. At that time I think we were all of the belief that the attitude of the club board to the Trust and TB was that they were a minor irritation that occasionally required lip service but could ultimately be ignored. I and i believe the others I mentioned believed also that we needed to flex our muscles as majority shareholders and work towards putting measures in place to ensure this could no longer happen and we would have appropriate control.
Although I came within just a few votes I was however unsuccessful in getting elected to the board, as was Terry. However, Clive and Matt were successful and were able to join Pete and John pushing for change from within and I'm sure they were instrumental in in getting the rule change that ensured voting parity between Trust appointed director and those appointed from elsewhere. As a result for the first time we the trust had genuine control as majority shareholders should in my opinion.
However, that hard fought for, landmark change is now under threat, as there is a proposed resolution for the AGM that this voting parity be abandoned. I feel very strongly about this. If we abdicate our power in this way, for me the "we own our club" statement becomes meaningless, and we will go back to the dark days when the club board simply ignores the Trust other than the kudos that comes with being able to claim supporter ownership. If we have no real power, then what is the point of the Trust ownership, we might as well sell our shares and go back to the private ownership model that for 101 years of our history failed to produce a viable and sustainable business and hope we don't fall would of another Russell and Lewis.
I feel so passionate about this and don't want to go back to the dark days where the constant accusations of the prevalent 'village fete mentality' justifiably in some cases re-emerge. I strongly urge all trust members to give this matter serious thought and vote down this resolution.
This is the proposed resolution and its supporting info. Below each point is my response:
Trust Board Resolution No 3
Resolution:
The Trust Board shall remove the requirement for there to be parity of voting directors between those appointed directly from the Trust, and those appointed from external sources.
Supporting Information
1) The Trust already appoint and approve ALL DIRECTORS regardless of how they were sourced. The Trust may choose to appoint the entire Trust Board to the Club Board or none.
This is true but as with electing politicians, you can say what you like to get in, but once you're in you're in and can do and say what you like. The difference being that politicians are forced to do their work in the public eye, and you can see when they mess up, but as a company director, it's all done behind closed doors. The second sentence of this is a bit of a red herring as we know in reality the Trust won't and almost certainly shouldn't appoint the whole TB, and the idea of appointing none of then is at odds with the statement in section five below so is plainly untrue.
2) The Trust can dismiss ANY DIRECTOR with immediate effect;
True again, but as far as I know in the nearly 20 years of Trust ownership, this has never happened, suggesting their is no appetite for this kind of intervention and it would no doubt be suggested it would result in bad publicity causing future recruitment difficulties if it were suggested. Plus as the only people who will be aware of how they are operating will be the Trust appointed directors, who will be bound to an extent by confidentiality in that role, so how will the trust as a whole know there is a problem that requires their removal.
3) There is no requirement for Trust Directors to vote in unison. Indeed, this could be detrimental to the legal requirement of being a company director and there is a danger of fettering individuals.
Again this is true, company directors are legally bound to act as individuals solely for the benefit of the company and cannot act as agents of another organisation. So as such they are not Trust representatives in that role. However these directors qualify for their positions through their membership of the TB having been elected in an open democratic process, where diversity of opinion is recognised, understood and accepted. We accept their will be diversity of opinion on the TB and it is reasonable to accept this will be transferred in their role as club directors. The imortant factor is that they are Trust appointments and well known to their fellow trustees who would be able to veto the appointment of a Trustee who is likely to 'go rogue'.
4) The time commitment required to perform a directorial role is significant and it may not always be possible to achieve parity simply due to the availability of people willing or able to do so. As such, the only way to achieve parity would be to reduce the club board by removing people who may already be playing a valuable role;
There is of course a huge time commitment for anyone undertaking the role of club director, and it is very feasible that at time there may not be enough people on the TB to fill the spaces. However, in reducing the number of director to accommodate this you do not need to reduce personnel, you merely need to remove their status as directors and therefore their ability to vote. Why do we need so many directors anyway? They would still be able to be fully active members of the management board, give advice, join in all discussions and put their case for courses of action to take. They can continue to fulfil their "valuable role', they just couldn't vote. I'm sure the argument would be that this would put people off wanting to perform these role if the status was changed, in this case I would question their motives for wanting to do them in the first place, as It would seem to me that rather than doing the role because they want the company to succeed, they are more likely in my opinion therefore doing it for personal self aggrandisement.
5) The number of Trustees appointed to the Club Board shall never be less than two. This would ensure that there is an appropriate check & balance function.
So what! If you're in a minority of two, you are powerless anyway and will always be outvoted, so what check and balance function could you possibly have. It didn't go well before did it!
