| AGM/EGM 21:08 - May 18 with 6755 views | 442Dale |
Not received anything yet it terms of accounts/agenda and of the meeting. Apologies of missed this but as it’s two week from tonight, for fans unable to attend (inc.virtually) this all needs sorting so people can nominate proxies as appropriate.
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| AGM/EGM on 21:15 - May 18 with 5301 views | 100notout |
no doubt a deliberate ploy from the BoD. |  |
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| AGM/EGM on 21:39 - May 18 with 5234 views | Sandyman |
Does anyone know to what timescale accounts, reports, documentation etc have to be issued to shareholders prior to an AGM / EGM in company law? |  | | |
| AGM/EGM on 08:24 - May 19 with 5017 views | RAFCBLUE |
https://www.rochdaleafc.co.uk/news/2021/may/notice-of-agm_2021/
Probably worth dropping George Delves an email requesting the information since as judd, outlined there is a legal requirement for it to be sent to all shareholders and if it is not the AGM / EGM meetings are invalid.
There also has to be a reasonable amount of time for shareholders to appoint proxy nominations for their votes if they are not attending in person - important here as only 50 of a maximum 343 shareholders can attend in person.
Email of the Club Secretary to write to is:
george.delves@rochdaleafc.co.uk |  |
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| AGM/EGM on 13:26 - May 19 with 4724 views | Sandyman |
They've been sent out today. | | | |
| AGM/EGM on 22:43 - May 19 with 4417 views | RAFCBLUE |
There looks to be an issue in what has been distributed with regards to Directors Remuneration in both the May 2019 and May 2020 accounts.
Here goes:
The Memorandum of Incorporation of a company generally provides for the remuneration of the directors, both for the services they provide as directors and any expenses that they incur on behalf of the company.
As we all know RAFC as a company was incorporated on 26 July 1910, so nearly 111 years ago.
Except where the company’s Memorandum of Incorporation provides otherwise, the Companies Act determines that the directors are entitled to remuneration for their services as directors only
if such remuneration is authorised by a special resolution approved by the shareholders within the preceding two years.
For May 2019's accounts, that would mean a special resolution passed in either 2017 or 2018.
For May 2020's accounts, that would mean a special resolution passed in either 2018 or 2019.
No such special resolutions were passed at prior AGM's.
In this regard it is important to distinguish between remuneration paid to directors in terms of an employment contract (in the case of executive directors), and remuneration paid for services as directors. In terms of the Companies Act, shareholder approval is only required for the latter.
This therefore applies to all current Directors.
If they are NOT employees of the club, then they are not entitled to any remuneration, reward or expenses that are not in that Memorandum of Incorporation from 1910.
Mr Rawlinson became a Director in August 2014.
Mr Bottomley became a Director in June 2015.
Mr Kelly and Mr Pockney became Directors in January 2019
Three questions arise:
(1) Are the Directors employees of the club from those dates.
(2) What remuneration and expenses was received by each since those dates.
(3) Is what they have received as per the Memorandum of Incorporation from 1910 given the required special resolutions were not proposed.
A reminder that a special resolution is a resolution of the company's shareholders which requires at least 75% of the votes cast by shareholders in favour of it in order to pass.
75%! | |
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| AGM/EGM on 22:53 - May 19 with 4386 views | judd |
| AGM/EGM on 22:43 - May 19 by RAFCBLUE |
There looks to be an issue in what has been distributed with regards to Directors Remuneration in both the May 2019 and May 2020 accounts.
Here goes:
The Memorandum of Incorporation of a company generally provides for the remuneration of the directors, both for the services they provide as directors and any expenses that they incur on behalf of the company.
As we all know RAFC as a company was incorporated on 26 July 1910, so nearly 111 years ago.
Except where the company’s Memorandum of Incorporation provides otherwise, the Companies Act determines that the directors are entitled to remuneration for their services as directors only
if such remuneration is authorised by a special resolution approved by the shareholders within the preceding two years.
For May 2019's accounts, that would mean a special resolution passed in either 2017 or 2018.
For May 2020's accounts, that would mean a special resolution passed in either 2018 or 2019.
No such special resolutions were passed at prior AGM's.
In this regard it is important to distinguish between remuneration paid to directors in terms of an employment contract (in the case of executive directors), and remuneration paid for services as directors. In terms of the Companies Act, shareholder approval is only required for the latter.
This therefore applies to all current Directors.
If they are NOT employees of the club, then they are not entitled to any remuneration, reward or expenses that are not in that Memorandum of Incorporation from 1910.
Mr Rawlinson became a Director in August 2014.
Mr Bottomley became a Director in June 2015.
Mr Kelly and Mr Pockney became Directors in January 2019
Three questions arise:
(1) Are the Directors employees of the club from those dates.
(2) What remuneration and expenses was received by each since those dates.
(3) Is what they have received as per the Memorandum of Incorporation from 1910 given the required special resolutions were not proposed.
A reminder that a special resolution is a resolution of the company's shareholders which requires at least 75% of the votes cast by shareholders in favour of it in order to pass.
75%! |
Add to that, prior to current Directors taking on paid roles, the last set of accounts included a separate line stating Directors remuneration as NIL.
Since taking a wage neither set of accounts subsequent to said appointments includes it as a separate cost. |  |
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| AGM/EGM on 23:10 - May 19 with 4329 views | D_Alien |
In the event that the Club and/or Directors were found to be in breach of the Companies Act - as specified above - would shareholders have to make a formal complaint in order for this issue to be rectified, and to whom would the complaint be made?
What might the likely penalties be? And, would penalties be imposed upon the Club or individual Directors?
[Post edited 19 May 2021 23:12]
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| AGM/EGM on 23:16 - May 19 with 4305 views | RAFCBLUE |
| AGM/EGM on 23:10 - May 19 by D_Alien |
In the event that the Club and/or Directors were found to be in breach of the Companies Act - as specified above - would shareholders have to make a formal complaint in order for this issue to be rectified, and to whom would the complaint be made?
What might the likely penalties be? And, would penalties be imposed upon the Club or individual Directors?
[Post edited 19 May 2021 23:12]
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It is an offence under CA 2006, s 993 if any business of a company is carried on:
1. with intent to defraud creditors of a company or creditors of any other person, or
2. for any fraudulent purpose
and every person who is knowingly party to the carrying on of the business in that manner commits the offence. This applies whether or not the company has been or is in the course of being wound up.
A person found guilty of an offence under this section is liable on conviction on indictment to a maximum sentence of ten years imprisonment or a fine or both and on summary conviction the maximum sentence is six months imprisonment, a fine or both. For offences committed in England and Wales before 12 March 2015, the upper limit to the fine which the magistrates can impose is £5,000. The Sentencing Guidelines Council's Guidelines Sentencing for Fraud do not apply to offences under section 993.
A director may also be disqualified from acting as a director for a maximum of 15 years.
S993 is a director problem, not a club problem. | |
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| AGM/EGM on 23:18 - May 19 with 4291 views | D_Alien |
| AGM/EGM on 23:16 - May 19 by RAFCBLUE |
It is an offence under CA 2006, s 993 if any business of a company is carried on:
1. with intent to defraud creditors of a company or creditors of any other person, or
2. for any fraudulent purpose
and every person who is knowingly party to the carrying on of the business in that manner commits the offence. This applies whether or not the company has been or is in the course of being wound up.
A person found guilty of an offence under this section is liable on conviction on indictment to a maximum sentence of ten years imprisonment or a fine or both and on summary conviction the maximum sentence is six months imprisonment, a fine or both. For offences committed in England and Wales before 12 March 2015, the upper limit to the fine which the magistrates can impose is £5,000. The Sentencing Guidelines Council's Guidelines Sentencing for Fraud do not apply to offences under section 993.
A director may also be disqualified from acting as a director for a maximum of 15 years.
S993 is a director problem, not a club problem. |
Thanks, that's perfectly clear | |
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| AGM/EGM on 23:31 - May 19 with 4267 views | RAFCBLUE |
| AGM/EGM on 22:53 - May 19 by judd |
Add to that, prior to current Directors taking on paid roles, the last set of accounts included a separate line stating Directors remuneration as NIL.
Since taking a wage neither set of accounts subsequent to said appointments includes it as a separate cost. |
God bless you, judd.
The nil remuneration disclosures, which are audited, would indicate no paid employment for any serving Director in those periods and thus the Memorandum of Incorporation applies to be complied with.
That is of course less of an issue the shorter time period that is served.
The question now is does the club:
(a) Reissue the AGM notice proposing the said special resolution to propose that shareholders approve club funds are used to refund any serving Directors money and expenses for non-employment contract related to their Dale director duty. That needs 75% of the shareholders to pass it.
(b) Press on and hope that it is not brought up by those attending on 1 June 2021 either in the room or on Zoom.
I recall how clear the club wanted to be when the Trust didn't quite get their EGM resolution wording right first time. | |
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| AGM/EGM on 00:28 - May 20 with 4221 views | pioneer |
| AGM/EGM on 23:10 - May 19 by D_Alien |
In the event that the Club and/or Directors were found to be in breach of the Companies Act - as specified above - would shareholders have to make a formal complaint in order for this issue to be rectified, and to whom would the complaint be made?
What might the likely penalties be? And, would penalties be imposed upon the Club or individual Directors?
[Post edited 19 May 2021 23:12]
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Legislation may have changed but back in the 1970s the club were not publishing annual accounts at all. An approach to companies house led to the club be required to publish several years of accounts in one go. Companies House indicated they relied on shareholders reporting to them the failure of companies to comply with the provisions of the act.
I am not aware any penalties were applied - probably just a kick up the ass.
I suspect the onus remains on shareholders to report failure to comply. | | | |
| AGM/EGM on 07:13 - May 20 with 4117 views | RAFCBLUE |
| AGM/EGM on 00:28 - May 20 by pioneer |
Legislation may have changed but back in the 1970s the club were not publishing annual accounts at all. An approach to companies house led to the club be required to publish several years of accounts in one go. Companies House indicated they relied on shareholders reporting to them the failure of companies to comply with the provisions of the act.
I am not aware any penalties were applied - probably just a kick up the ass.
I suspect the onus remains on shareholders to report failure to comply. |
The Company (which is the legal being of the club) has published documents going all the way back to July 1910.
They're a matter of public record and available at a small cost from Companies House, noting that some of the older documents have a lead time for Companies House to bring out of a manual archive before the digital world.
As I posted further up S993 is the piece of legislation that holds directors to effectively criminal penalties in the most extreme cases of fraudulent trading.
The Directors of any Company have a legal duty under Company Law to manage the company for shareholders and other stakeholders within the full extent of the law, including the Companies Act. | |
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| AGM/EGM on 10:34 - May 20 with 3934 views | finberty |
Great care should be exercised on this topic. It is important to distinguish between a breach of the Memorandum of Incorporation on the one hand, and an act of criminal fraud as defined in the Act on the other. It is the shareholders who own the business, and if they are content that certain individuals are paid a wage or salary for their services, then that is a matter for the shareholders. The directors have a fiduciary duty to run the company for the shareholders, and are answerable to them.
This is very different from the two definitions of fraud as defined in the legislation, and if allegations of fraud are being considered, whoever makes them has to be prepared to assert them, with evidence. |  | | |
| AGM/EGM on 11:26 - May 20 with 3859 views | pioneer |
| AGM/EGM on 07:13 - May 20 by RAFCBLUE |
The Company (which is the legal being of the club) has published documents going all the way back to July 1910.
They're a matter of public record and available at a small cost from Companies House, noting that some of the older documents have a lead time for Companies House to bring out of a manual archive before the digital world.
As I posted further up S993 is the piece of legislation that holds directors to effectively criminal penalties in the most extreme cases of fraudulent trading.
The Directors of any Company have a legal duty under Company Law to manage the company for shareholders and other stakeholders within the full extent of the law, including the Companies Act. |
I was responding to Dalian’s post/questions, not challenging anything. you posted.
Let me repeat , in the 1970s the club went several years without publishing accounts. That was a breach of the law. It was onlyrectified when a shareholder approached companies house.
Companies house was not enforcing the legislation unless a complaint was made to them. | | | |
| AGM/EGM on 13:51 - May 20 with 3699 views | RAFCBLUE |
| AGM/EGM on 10:34 - May 20 by finberty |
Great care should be exercised on this topic. It is important to distinguish between a breach of the Memorandum of Incorporation on the one hand, and an act of criminal fraud as defined in the Act on the other. It is the shareholders who own the business, and if they are content that certain individuals are paid a wage or salary for their services, then that is a matter for the shareholders. The directors have a fiduciary duty to run the company for the shareholders, and are answerable to them.
This is very different from the two definitions of fraud as defined in the legislation, and if allegations of fraud are being considered, whoever makes them has to be prepared to assert them, with evidence. |
The Directors of any Company have a fiduciary duty to run a Company for 7 primary objectives which are stated here:
https://companieshouse.blog.gov.uk/2019/02/21/7-duties-of-a-company-director/
If situations arise which impose multiple claims on a director’s attention or loyalty, it is essential that they disclose them to fellow board members. It will then be up to the other non-conflicted board members (or the shareholders, in some cases) to decide how to manage or approve the conflict and maintain the integrity of the board’s decision-making process.
Examples of conflicts of interest include situations where the director has relationships of a business or personal nature with persons or entities that are affected by the company’s activities. It could also relate to situations where the director may be considering taking advantage, on a personal basis, of property, information or opportunity which belongs to the company.
As the article ends, the Board minutes are the legal record of reference and anything recorded in those Board minutes can be taken as an act that the Board collectively agreed.
Directors remuneration would be one such matter of record in the Board minutes from my professional experience. | |
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| AGM/EGM on 14:10 - May 20 with 3657 views | RAFCBLUE |
| AGM/EGM on 11:26 - May 20 by pioneer |
I was responding to Dalian’s post/questions, not challenging anything. you posted.
Let me repeat , in the 1970s the club went several years without publishing accounts. That was a breach of the law. It was onlyrectified when a shareholder approached companies house.
Companies house was not enforcing the legislation unless a complaint was made to them. |
Apologies pioneer; I had misread.
You are completely right that approaching Companies House directly is a good way to raise such a concern. | |
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| AGM/EGM on 16:42 - May 20 with 3488 views | fermin |
I am a shareholder and I have the 2019 and 2020 accounts. I have had a search through and can't see anything which says directors have been paid apart from repayment of loans they have made. Where has this come from? |  | | |
| AGM/EGM on 17:05 - May 20 with 3452 views | judd |
| AGM/EGM on 16:42 - May 20 by fermin |
I am a shareholder and I have the 2019 and 2020 accounts. I have had a search through and can't see anything which says directors have been paid apart from repayment of loans they have made. Where has this come from? |
The CE is a director | |
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| AGM/EGM on 17:15 - May 20 with 3432 views | 100notout |
| AGM/EGM on 16:42 - May 20 by fermin |
I am a shareholder and I have the 2019 and 2020 accounts. I have had a search through and can't see anything which says directors have been paid apart from repayment of loans they have made. Where has this come from? |
It used to be that Directors remuneration (including the highest paid director)was specifically referred to the the notes to the accounts. It would appear that in the case of DB's salary, this information is included within note 4 of the accounts "wages and salaries" thus removing any transparency in this respect.
I do not know whether or not it is obligatory to disclose this information re directors remuneration (I thought it was, or maybe it used to be and is no longer a requirement) - you would think that WMG however would be fully aware of the requirements and we can assume therefore that it isn't legally required.
However, the lack of transparency here is a potential concern. What if for example the board of directors approved a massive increase in the salary of a director? Or even worse, what if a director gave himself a massive increase in salary without referring it to the Board? Where is the Corporate Governance here? | |
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| AGM/EGM on 17:28 - May 20 with 3402 views | fermin |
| AGM/EGM on 17:15 - May 20 by 100notout |
It used to be that Directors remuneration (including the highest paid director)was specifically referred to the the notes to the accounts. It would appear that in the case of DB's salary, this information is included within note 4 of the accounts "wages and salaries" thus removing any transparency in this respect.
I do not know whether or not it is obligatory to disclose this information re directors remuneration (I thought it was, or maybe it used to be and is no longer a requirement) - you would think that WMG however would be fully aware of the requirements and we can assume therefore that it isn't legally required.
However, the lack of transparency here is a potential concern. What if for example the board of directors approved a massive increase in the salary of a director? Or even worse, what if a director gave himself a massive increase in salary without referring it to the Board? Where is the Corporate Governance here? |
OK, I can see that that might be a governance issue with regards to the level of DB's salary as it is subsumed in the figures for employees' wages (reasonably enough as he is also an employee). I was reading the original post on this as if there was a constitutional issue in that the board had paid directors for services as directors without authority from shareholders. I could not see that anywhere. If someone is going to raise this at the AGM/EGM it would be important to be clear what the precise problem is - corporate governance/transparency or breach of constitution. | | | |
| AGM/EGM on 21:22 - May 20 with 3154 views | RAFCBLUE |
| AGM/EGM on 17:15 - May 20 by 100notout |
It used to be that Directors remuneration (including the highest paid director)was specifically referred to the the notes to the accounts. It would appear that in the case of DB's salary, this information is included within note 4 of the accounts "wages and salaries" thus removing any transparency in this respect.
I do not know whether or not it is obligatory to disclose this information re directors remuneration (I thought it was, or maybe it used to be and is no longer a requirement) - you would think that WMG however would be fully aware of the requirements and we can assume therefore that it isn't legally required.
However, the lack of transparency here is a potential concern. What if for example the board of directors approved a massive increase in the salary of a director? Or even worse, what if a director gave himself a massive increase in salary without referring it to the Board? Where is the Corporate Governance here? |
Some very good questions being raised here by interested shareholders/supporters.
To preserve GDPR (a right of every employee and at least one director is an employee) the way to ask the question at the AGM is as follows:
Question 1:
Can the directors confirm to all shareholders in attendance the aggregate amount of employment remuneration that the directors received in the year ending 31 May 2020 and what was the comparative amount of aggregate remuneration in the year ending 31 May 2019?
Question 2:
Can the directors confirm to all shareholders in attendance the name (but not the amount) of the highest paid director?
Question 3:
Can the directors confirm to all shareholders in attendance the anticipate change to amount of employment remuneration that the directors received in the year ending 31 May 2021?
Shareholders are not guaranteed an answer but silence and/or avoidance to such question in an AGM setting would speak volumes. | |
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| AGM/EGM on 10:09 - May 26 with 2473 views | Salegraham |
I would like to thank RAFCBLUE & others on here for keeping us up to speed on the in and outs of company law. I also wonder if the Americans are going to get involved with the AGM/EGM or are they just going to right of the shares ? | | | |
| AGM/EGM on 09:36 - May 27 with 2056 views | boromat |
| AGM/EGM on 10:09 - May 26 by Salegraham |
I would like to thank RAFCBLUE & others on here for keeping us up to speed on the in and outs of company law. I also wonder if the Americans are going to get involved with the AGM/EGM or are they just going to right of the shares ? |
Doubt they would just write them off. Should imagine they'll be 'silent' shareholders for the time being. Think the club still is a good vehicle to try out his scouting product and potentially a good way of advertising it.
I'm sure if they're not seeing any value in being associated with RAFC then they'll look to sell their shares. If things change at boardroom level maybe they may become interested once again in being more involved. | |
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| AGM/EGM on 09:43 - May 27 with 2050 views | boromat |
| AGM/EGM on 10:09 - May 26 by Salegraham |
I would like to thank RAFCBLUE & others on here for keeping us up to speed on the in and outs of company law. I also wonder if the Americans are going to get involved with the AGM/EGM or are they just going to right of the shares ? |
Doubt they would just write them off. Should imagine they'll be 'silent' shareholders for the time being. Think the club still is a good vehicle to try out his scouting product and potentially a good way of advertising it.
I'm sure if they're not seeing any value in being associated with RAFC then they'll look to sell their shares. If things change at boardroom level maybe they may become interested once again in being more involved. | |
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