AGM on Saturday

[pauld]

if we trust the current owners, who's to say that the next owners won't be as trustworthy...meaning we're right up the creek

Well, quite. That's what concerns me most

[Simon Pieman]

With the holding Co owning 75% of the shares and the Wills family 23% (ie 98% between them), that "only" 5% is effectively unobtainable by genuine small shareholders, though. And given the history of this club, do you really want to "wager" we could force accountability? Don't necessarily think it's likely to be an issue under the current board tbh, but safeguards, once removed, aren't usually reinstated

Didn't know the Wills held that much. I know I'm going back years but there was always a handful of members with 10% between them.

As I said Paul, I'd prefer to have one.

But in all honesty the only thing it's ever going to bring about is a place for people to vent or seek answers. We all know how much of a waste of time such meetings can be if the Board really wanted to hide something.

I'm guessing the reason it's been done away with is that any ordinary resolution gets approved by the Board anyway. From their perspective, it would simply save time and formality. It'll be good to hear the reasoning though.

[chalkies_shorts]

Why would they want to abolish AGMs? I would have thought they were a good idea as a PR exercise if nothing else.

[Simon Pieman]

Although I've just realised why there would no longer be members with such a stake. Ignore me! 

[Power to people]

I certainly don't agree with aboloishing the AGM's, it is the only time us smaller shareholders get to question the whole of the board of directors, fine it seems the club is being run correctly now, but once it is removed then it will never be returned - what if Fitton & Co sell up in the future how would we get to question a new board about how they intend to run things, and what if Fitton & Co do something we as shareholders don't agree with in the future, how do we question them on it.

I think AGM's are an important part of football clubs and should be kept, it is not really costly, if as they want to do they publish minutes on line, as that is the real cost posting them out to shareholders and posting the notification.

[ghanimah]

Well, quite. That's what concerns me most

Does memory serve me right that it was the failure to hold an AGM meant a certain Greek chap took over the club on a technicality. Obviously, as you say that shouldn't be an issue now under the 2006 Act.

[Batch]

Does memory serve me right that it was the failure to hold an AGM meant a certain Greek chap took over the club on a technicality. Obviously, as you say that shouldn't be an issue now under the 2006 Act.

Yes, that is how the remains of the Brady Bunch were removed. Brady was long gone then wasn't he?

I'm still struggling to see as reason to vote in favour of not holding AGMs.

[Simon Pieman]

The point about someone else taking over in the future is a very good one.

All well and good that Fitton will publish the accounts through the website etc (which will increase accountability imo) but this is going to be offset by the lack of an AGM.  My earlier point about getting 5% of members to call a meeting is clearly going to be troublesome (given the shareholding information that Paul posted).

Unfortunately whilst we cannot change the outcome via voting rights, perhaps if we make a fuss about it at this AGM Fitton will listen. I'm a bit sceptical of receiving information purely electronically as well, simply because links become outdated/broken and disappear into the virtual ether, though I can understand the rationale behind this. Will just have to make sure I save copies and print hard copies of documents myself.

[pauld]

But in all honesty the only thing it's ever going to bring about is a place for people to vent or seek answers. We all know how much of a waste of time such meetings can be if the Board really wanted to hide something

I'd disagree. Obviously the AGM was never able to challenge the old board in terms of a vote but it was often a useful tool in exposing their deceit/incompetence. Look back over the past few:
1) Dec 2004. Bob Holt tells the AGM the club is in good order financially and "close to washing its own face" in terms of not running at a heavy operational loss. A few days later it transpires HMRC had served a winding up order on the club for a 6-figure unpaid tax bill, a material fact not disclosed to shareholders at the AGM in the financial summary
2) The "Finance Director who forgot about VAT" came to light in answer to a question put to Sandy Gray at the following AGM
3) And who can forget the "We are completely up to date with CVA payments" lie at the last AGM, again exposed as a lie a few days later

So while some of these issues came out after the AGM, the fact that they had to actively and knowingly deceive shareholders to continue to cover it up not only compounded the underlying issue  but in and of itself became an issue in its own right. These were important stepping stones in exposing that fans and shareholders simply could not trust the previous board.

There's plenty of examples from other clubs of AGMs affording an opportunity to be able to ask detailed financial questions that simply don't get asked or are brushed aside at Fans Forums etc. Whereas an AGM is when a board is held accountable to its shareholders and so is precisely the right forum in which to raise those kinds of questions if/when it is necessary. Granted you do get boards who are so bad they attempt to get round that by flat out attempting to deceive the shareholders but as I hope I've shown above that doesn't usually protect them, it just rebounds on them.

None of the above applies (I hope!) to the current board by the way, but it's why I'd regard mandatory AGMs as a vital safeguard for small shareholders against possible future incompetent/corrupt/aliens in human suits boards

[Simon Pieman]

Yeah very true Paul. Just to clarify I am not saying doing away with the AGM is a good idea, not that an AGM is not very useful. I think I am resigned to the fact we will lose it though. Unless we can persuade Fitton at this AGM we still would really like one. Which is really what my posts are about - worrying about how to get such information without an AGM.

If the AGM goes we will have to find other ways to get these answers. Unfortunately that's what part of my post above was trying to get at (although not very well) - that if the Board want to cover things up it's going to be bloody hard to find things out!

[pauld]

Fair play to Mr Fitton. For those who weren't there, the article 14 (optional AGMs) motion had already been effectively passed as a written resolution but not yet enacted. Which meant it was effectively a done deal, and they didn't even have to discuss it if they didn't want to. Yet not only did they allow a debate on it, they explained the rationale behind it (they don't want to abolish AGMs, just to avoid legal penalties if an AGM due in say December ends up sliding out to the next calendar year) and listened to suggestions from the floor about possibly writing into the articles of association a requirement to hold a shareholders' meeting with board members' present and required to answer questions on the running of the club etc. Clearly on the floor of the AGM, it would have been a bit difficult to have started re-writing a potentially legally complex bit of the articles of association, but they took that idea and a further suggestion to defer the decision until the next AGM so they would have time to look at it properly on board. End result, article 14 was dropped from the wrtten resolution!

Instead, they're looking to re-write the articles of association anyway (which they need because they're a patchwork mess as anyone who's tried to wade through them recently will tell you) and will look at how to include either a guaranteed AGM without risking the legal penalties or an annual shareholders' meeting in a rewritten articles of association.

For those of us used to STFC AGMs where we get fobbed off, ignored or even lied to, this was openness and a willing to listen on a breathtaking scale. In fact even for a "normal" company, it would be highly unusual to have the board do such a volte face on the floor of an AGM with a resolution that was already passed and where they have such a massive majority of shares.

It shows real strength and intelligence to take stuff from the floor on board like this - can't help compare it with the last AGM's "Well you can have a vote if you want, but we've got 70% of shares so we'll force it through anyway" comment from Starnes. We are very lucky to have such a board.

[michael]

One question Paul: Was Bert there?

Thought he was a board member but don't hear too much of his involvement...

[michael]

In fact Bert is probably my favourite board member. I read his blog every day.

[pauld]

One question Paul: Was Bert there?

If he was, he wasn't at the top table. Astonishingly though, James Wills was. Think that's his first AGM isn't it?

[Batch]

It wasn't all good. The nominal share value will be reduced to 1p, then increased at a future date (e.g. to 10p). Those of us with shares worth less than the new increased nominal value will (e.g. 10p) will have to make up the difference.

In the example those with 1 share will have to find an extra 9p to retain their 1 share. 9p, does Fitton not realise there is a credit crunch on.