Trust questionnaire

David Treharne

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On a very important point, you mentioned that The Trust runs the club. It doesn’t. It’s subsidiary does. Did I get that right this time?!
Mart: Sorry not to have replied to this before - but I got rather caught up in the events of yesterday! What you say is correct, and it's an anomoly that has no solution. Club Board members must make any decision in the interests of the company, rather than the Trust - so at the end of the day Club has priority - even if the Chair of the Trust is Chair of the Club (which is the current situation). More worryingly is the appearance of "Associate Directors" who, although they don't have a vote are placed by the Board to give advice about matters of concern to the Club, not the Trust. Thus, the Director who was elected by the Trust to oversee matters financial has been replaced by an associate Director without the Trust (and hence the membership) apparently given the opportunity to elect a new representative from the Trust. This sort of appointment (in my view) tends to reduce the amount of leverage that the Trust has within the Club Board, and going forward could have serious implications for decision making.
 

elginCity

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....This sort of appointment (in my view) tends to reduce the amount of leverage that the Trust has within the Club Board, and going forward could have serious implications for decision making.
Agree on reduced leverage, but if things ever did become that serious regards Club board decision making, i.e counter to Trust ethos/interest, as the majority shareholder, the Trust has the power to dismiss directors, associate or otherwise, doesn't it ?
 

David Treharne

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Agree on reduced leverage, but if things ever did become that serious regards Club board decision making, i.e counter to Trust ethos/interest, as the majority shareholder, the Trust has the power to dismiss directors, associate or otherwise, doesn't it ?
Yes. However, the process would be (as I've written elsewhere) 'clunky'. In theory it would have to be put to the vote of membership, but the speed with which this could be organised might impede any decision making that could be implemented thereafter. That is to say that if a decision were made in a short time scale members would have to rely on the inegrity of the Club Board to put this into practice. This, of course illustates quite well why and how legislation has not kept up with practicalties of fan ownership. If the present government ever got around the implementing some of the recommendations of the Crouch report the situation might be improved - but only 'might' because the influence of the majority of Club owners have a far greater sway in determining what happens to the recommendations of the report than those small number of Clubs who are fan owned - and in any case (and making an overtly political statement) the present goverment is so mired in issues (many of its own making) that the report seems unlikely to ever be implemented. Other views are available.
 

John William

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Agree on reduced leverage, but if things ever did become that serious regards Club board decision making, i.e counter to Trust ethos/interest, as the majority shareholder, the Trust has the power to dismiss directors, associate or otherwise, doesn't it ?
Yes it does but only by calling an emergency General Meeting and voting them out. Which takes time.

But to be clear there are in law no Associate Directors. All directors have a vote, that's the law; just some of them have agreed not to exercise theirs. Though they could if it came to a major decision on a difference of strategy as their duty is to the Company not the Trust. The Trust are blasé about this; I'm not.

There are currently only 3 TB members out of 11 directors.
 

ExmouthMart

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Mart: Sorry not to have replied to this before - but I got rather caught up in the events of yesterday! What you say is correct, and it's an anomoly that has no solution. Club Board members must make any decision in the interests of the company, rather than the Trust - so at the end of the day Club has priority - even if the Chair of the Trust is Chair of the Club (which is the current situation). More worryingly is the appearance of "Associate Directors" who, although they don't have a vote are placed by the Board to give advice about matters of concern to the Club, not the Trust. Thus, the Director who was elected by the Trust to oversee matters financial has been replaced by an associate Director without the Trust (and hence the membership) apparently given the opportunity to elect a new representative from the Trust. This sort of appointment (in my view) tends to reduce the amount of leverage that the Trust has within the Club Board, and going forward could have serious implications for decision making.
Associate Directors
3.6. The Club Board may appoint two non-voting Associate Directors who shall be appointed for a fixed term (subject to review if appropriate) of no more than one year. For clarity the number of Associate Directors shall not exceed two at any one time and they shall not count towards the calculation of whether or not the Board is quorate.
Doesn’t this rule cover them?!
 

John William

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Associate Directors
3.6. The Club Board may appoint two non-voting Associate Directors who shall be appointed for a fixed term (subject to review if appropriate) of no more than one year. For clarity the number of Associate Directors shall not exceed two at any one time and they shall not count towards the calculation of whether or not the Board is quorate.
Doesn’t this rule cover them?!
Yes. In theory. But it's out of date and has been ignored. There are now 11 directors listed in filings with Companies House.
 

HUFC1885

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Oct 23, 2019
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Yes. In theory. But it's out of date and has been ignored. There are now 11 directors listed in filings with Companies House.
11 Directors and non of them candidates with retail sales focus, if they can’t over see a club shop with new merchandise then what hope going forward.
 

Red Bill

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11 Directors and non of them candidates with retail sales focus, if they can’t over see a club shop with new merchandise then what hope going forward.
I think that might be a little unfair given one of them was CEO of Thorntons. I would have thought he must know something about retail!
 
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