RST letter to Nomad & Capita re AGM

[BEARGER 1,830]

The letter is as follows:

 

We are writing as concerned shareholders regarding the conduct of the upcoming AGM for Rangers International Football Club PLC on Monday 22nd December 2014.

At the AGM last year, held in December in the Ibrox Stadium Main Stand, the board used the excuse of the cold weather to cut short questions regarding their running of the company. They left queues of shareholders with questions unanswered. Mr Somers also chose to take multiple questions at a time which did not allow any chance for relevant follow up.

Since then, we have seen what we regard as the further mismanagement of the company, inexplicable decisions on financing the company going forward and further undue influence applied to the PLC board by shareholders Sandy Easdale and Mike Ashley.

With this in mind, we are writing to ensure that there will be no repeat of the board’s and particularly Mr Somers’ behaviour this year. We expect that all questions from shareholders will be answered, as they are asked, and that follow up questions will be allowed within reason. We do not expect multiple questions to be taken at a time. We do no expect Mr Somers to attempt to cut short shareholders rights on the basis of the weather.

The company, and for many of us our football club, is in dire straits. The board remain unwilling to engage properly with their concerned shareholders and customers and this is the only opportunity we may have for another year to get the answers we require on the decisions they have made. We expect your full support in this matter and thank you for it in anticipation.

[Frankie 8,600]

Good letter!

 

Doesn't look like it will be as cold this time thankfully!

[True_Ger_1872 2]

I do find it rather odd that they held it in the open last year. Bizarre!

[Tannochsidebear 2,420]

Given that the Q&A part of the AGM is purely voluntary from the board, I don't see what right any minority shareholder has to ask questions at the AGM. The purpose of the AGM is to vote through the accounts, appoint auditors and re-elect Directors.

 

While it is custom and practice to allow some questions from the floor after the Compulsory business is concluded, I do not see any way a NOMAD can enforce the board to take questions, never mind follow-up questions.

 

While I appreciate the sentiment behind this, it looks like an error to me this time to try to apply pressure in this way on a board that clearly doesn't care about what it's shareholders/customers think.

 

Any questions regarding the accounts should be done during the formal part of the meeting. Leaving questions to the Q&A is asking them to be blanked. Been the same since the Murray days, our fans have never done this AGM thing properly to ask the right questions at the right time. Questions regarding the accounts would have to be taken before the accounts were voted through, and fully answered as that is a compulsory part of the meeting. They couldn't just say no more questions if the questions are about the accounts, as far as I am aware of the laws in this area, although I will admit to being not fully up to speed with this area of Company law.

 

Perhaps others could confirm/correct.

[BrahimHemdani 1]

Given that the Q&A part of the AGM is purely voluntary from the board, I don't see what right any minority shareholder has to ask questions at the AGM. The purpose of the AGM is to vote through the accounts, appoint auditors and re-elect Directors.

 

While it is custom and practice to allow some questions from the floor after the Compulsory business is concluded, I do not see any way a NOMAD can enforce the board to take questions, never mind follow-up questions.

 

While I appreciate the sentiment behind this, it looks like an error to me this time to try to apply pressure in this way on a board that clearly doesn't care about what it's shareholders/customers think.

 

Any questions regarding the accounts should be done during the formal part of the meeting. Leaving questions to the Q&A is asking them to be blanked. Been the same since the Murray days, our fans have never done this AGM thing properly to ask the right questions at the right time. Questions regarding the accounts would have to be taken before the accounts were voted through, and fully answered as that is a compulsory part of the meeting. They couldn't just say no more questions if the questions are about the accounts, as far as I am aware of the laws in this area, although I will admit to being not fully up to speed with this area of Company law.

 

Perhaps others could confirm/correct.

 

I am not sure that the letter is entirely misguided TB.

 

I was one who was want to ask questions after the main business of the AGM; but these were about things like the travel club, a membership scheme, the colour of the third strips etc etc, so it is debatable if that type of issue could properly have been dealt with as part of the AGM proper.

 

The first Resolution for consideration is:

 

1. "THAT the Company's audited Financial Statements, the Directors' Report and the Strategic Report for the financial year ended 30 June 2014 together with the Auditor's Report be received and adopted."

 

So any shareholder is entitled to ask any question on any matter related to the Accounts or the Reports and in my view that would cover any matter that a shareholder might expect to be covered in such Reports and is absent for any reason.

 

That said I don't think it is unreasonable for the Chair to set a limit on the number of questions or the overall time allowed for questions especially if they become repetitive in nature.

 

Ultimately, if shareholders are dissatisfied with the answers or lack of answers, they could vote against the adoption of the Reports and Accounts and since the next order of business is:

 

2. "THAT David Somers, who retires and offers himself for re-appointment in accordance with the Company's Articles of Association, be re-appointed as a Director of the Company."

 

they can always vote against his reappointment if they are dissatisfied with his conduct of the meeting.

 

Of course, the Board might also say that they have set up the Rangers Fans Board to deal with supporters issues and since one assumes that most "ordinary" shareholders would also be fans they may attempt to deflect some questions (perhaps away fans issues) in that direction.

[jhunter 0]

this AGM like the last one will be the biggest waste of people's time imaginable.

 

there is literally nothing the minor shareholders can do to effect positive change.

[the gunslinger 3,366]

I. Hope it ends with the ****s driven off the stage.

[chilledbear 16]

http://www.heraldscotland.com/sport/football/fans-call-on-rangers-to-front-up-over-inexplicable-decisions.114880823?

 

An umbrella group of Rangers supporters has moved to ensure directors are forced to answer questions over both the future of the club and how it has descended yet again into financial meltdown.

 

Chris Graham, secretary of the Rangers Supporters Trust which holds shares in the club, has written to WH Ireland, the club nominated advisor, copying in Rangers chairman David Somers, to warn that shareholders will not accept the protocol imposed at the general meeting last year.

 

The letter states that the board "used the excuse of the cold weather to cut short questions regarding their running of the company''.

 

It adds: "They left queues of shareholders with questions unanswered. Mr Somers also chose to take multiple questions at a time, which did not allow any chance for relevant follow up."

 

The general meeting is held in the shadow of problems in both the business and football side of the business.

 

Ally McCoist, club manager, has tendered his resignation and is working his notice. Talks with Rangers directors on Wednesday failed to secure a deal to allow McCoist to leave and he is expected to be in the dugout for the game against Livingston at Ibrox tomorrow.

 

It is unclear whether he will attend the agm but his situation will form part of a turbulent atmosphere that will focus on the need for investment in the club and the role of Mike Ashley, owner of Newcastle United, in providing it.

 

The board may use Monday's meeting to give details of how it plans to address the provision of £8m that is needed to keep the club afloat.

 

However, the fans have made it clear that they expect to be able to hold the board to account over what they regard as "the further mismanagement'' of the company and what they describe as "inexplicable decisions on financing the company going forward''. These centre on the "undue influence applied to the PLC board by shareholders Sandy Easdale and Mike Ashley''.

 

Some shareholders believe attempts to quiz the board were stymied last year and the letter asks both the Nomad and the registrar, Capita, to ensure this year's meeting is run differently.

 

It adds: "We expect that all questions from shareholders will be answered, as they are asked, and that follow up questions will be allowed within reason. We do not expect multiple questions to be taken at a time. We do not expect Mr Somers to attempt to cut short shareholders rights on the basis of the weather.''

 

The letters says: "The company, and for many of us our football club, is in dire straits. The board remains unwilling to engage properly with their concerned shareholders and customers, and this is the only opportunity we may have for another year to get the clarification we require regarding the decisions they have made.''

 

The board has already announced this week that it will fight an SPFL move to hold back money over an unpaid fine for the use of employee benefits trusts and to appeal against the charges over the influence of Mr Ashley, owner of Newcastle United.

 

However, the meeting on Monday will be a test of its mettle with supporters keen to impress on Ashley the depth of the opposition to any moves to increase his stake in the club. The board, of course, is in no danger of being overturned with a firm grip on the arithmetic of shares but fans still believe they can make their points to influence the future of the club.