The Queen of the South thread

[JessieField]

8 hours ago, Bring Back Paddy Flannery said:

 

What does having money have to do with it? They are there to give the fans representation, not fund and run the entire club.



 

 

Here are some pertinent points for consideration by any aspiring Trust director -

Directors

When you are appointed a director of a company you become an officer with extensive legal responsibilities. For a director of an incorporated body, the Companies Act 2006 sets out a statement of your general duties. This statement codifies the existing ‘common law’ rules and equitable principles relating to the obligations of company directors that have developed over time. Common law had focused on the interests of shareholders. The Companies Act 2006 highlights the connection between what constitutes the good of your company and a consideration of its wider corporate social responsibilities.

The legislation requires that directors act in the interests of their company and not in the interests of any other parties (including shareholders). Even sole director/shareholder companies must consider the implications by not putting their own interests above those of the company.

The aim of the codification of directors’ duties in the Companies Act 2006 is to make the law more consistent and accessible.

The Act outlines seven statutory directors' duties, which also need to be considered for shadow directors. These are detailed below.

Duty to act within their powers

As a company director, you must act only in accordance with the company’s constitution, and must only exercise your powers for the purposes for which they were conferred.

Duty to promote the success of the company

You must act in such a way that you feel would be most likely to promote the success of the company (ie its long-term increase in value), for the benefit of its members as a whole. This is often called the ‘enlightened shareholder value’ duty. However, you must also consider a number of other factors, including:

• the likely long-term consequences of any decision
• the interests of company employees
• fostering the company's business relationships with suppliers, customers and others
• the impact of operations on the community and environment
• maintaining a reputation for high standards of business conduct
• the need to act fairly as between members of the company.

Duty to exercise independent judgment

You have an obligation to exercise independent judgment. This duty is not infringed by acting in accordance with an agreement entered into by the company which restricts the future exercise of discretion by its directors, or by acting in a way which is authorised by the company’s constitution.

Duty to exercise reasonable care, skill and diligence

This duty codifies the common law rule of duty of care and skill, and imposes both ‘subjective’ and ‘objective’ standards. You must exercise reasonable care, skill and diligence using your own general knowledge, skill and experience (subjective), together with the care, skill and diligence which may reasonably be expected of a person who is carrying out the functions of a director (objective). So a director with significant experience must exercise the appropriate level of diligence in executing their duties, in line with their higher level of expertise.

Duty to avoid conflicts of interest

This dictates that, as a director, you must avoid a situation in which you have, or may have, a direct or indirect interest which conflicts, or could conflict, with the interests of the company.

This duty applies in particular to a transaction entered into between you and a third party, in relation to the exploitation of any property, information or opportunity. It does not apply to a conflict of interest which arises in relation to a transaction or arrangement with the company itself.

This clarifies the previous conflict of interest provisions, and makes it easier for directors to enter into transactions with third parties by allowing directors not subject to any conflict on the board to authorise them, as long as certain requirements are met.

Duty not to accept benefits from third parties

Building on the established principle that you must not make a secret profit as a result of being a director, this duty states that you must not accept any benefit from a third party (whether monetary or otherwise) which has been conferred because of the fact that you are a director, or as a consequence of taking, or not taking, a particular action as a director.

This duty applies unless the acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.

Duty to declare interest in a proposed transaction or arrangement

Any company director who has either a direct or an indirect interest in a proposed transaction or arrangement with the company must declare the ‘nature and extent’ of that interest to the other directors, before the company enters into the transaction or arrangement. A further declaration is required if this information later proves to be, or becomes either incomplete or inaccurate.

The requirement to make a disclosure also applies where directors 'ought reasonably to be aware' of any such conflicting interest.

However, the requirement does not apply where the interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or where other directors are already aware (or 'ought reasonably to be aware') of the interest.

Enforcement and penalties

The Companies Act states that they will be enforced in the same way as the Common Law, although under Company Law. As a result there are no penalties in the Companies Act 2006 for failing to undertake the above duties correctly.

Enforcement is via an action against the director for breach of duty. Currently such an action can only be brought by:

• the company itself (ie the Board or the members in a general meeting) deciding to commence proceedings; or
• a liquidator when the company is in liquidation.
• an individual shareholder can take action against a director for breach of duty. This is known as a derivative action and can be taken for any act of omission (involving negligence), default or breach of duty or trust.

Where the company is controlled by the directors these actions are unlikely.

[Bring Back Paddy Flannery]

Here are some pertinent points for consideration by any aspiring Trust director -

Directors

When you are appointed a director of a company you become an officer with extensive legal responsibilities. For a director of an incorporated body, the Companies Act 2006 sets out a statement of your general duties. This statement codifies the existing ‘common law’ rules and equitable principles relating to the obligations of company directors that have developed over time. Common law had focused on the interests of shareholders. The Companies Act 2006 highlights the connection between what constitutes the good of your company and a consideration of its wider corporate social responsibilities.
The legislation requires that directors act in the interests of their company and not in the interests of any other parties (including shareholders). Even sole director/shareholder companies must consider the implications by not putting their own interests above those of the company.
The aim of the codification of directors’ duties in the Companies Act 2006 is to make the law more consistent and accessible.
The Act outlines seven statutory directors' duties, which also need to be considered for shadow directors. These are detailed below.

Duty to act within their powers

As a company director, you must act only in accordance with the company’s constitution, and must only exercise your powers for the purposes for which they were conferred.

Duty to promote the success of the company

You must act in such a way that you feel would be most likely to promote the success of the company (ie its long-term increase in value), for the benefit of its members as a whole. This is often called the ‘enlightened shareholder value’ duty. However, you must also consider a number of other factors, including:

• the likely long-term consequences of any decision
• the interests of company employees
• fostering the company's business relationships with suppliers, customers and others
• the impact of operations on the community and environment
• maintaining a reputation for high standards of business conduct
• the need to act fairly as between members of the company.

Duty to exercise independent judgment

You have an obligation to exercise independent judgment. This duty is not infringed by acting in accordance with an agreement entered into by the company which restricts the future exercise of discretion by its directors, or by acting in a way which is authorised by the company’s constitution.

Duty to exercise reasonable care, skill and diligence

This duty codifies the common law rule of duty of care and skill, and imposes both ‘subjective’ and ‘objective’ standards. You must exercise reasonable care, skill and diligence using your own general knowledge, skill and experience (subjective), together with the care, skill and diligence which may reasonably be expected of a person who is carrying out the functions of a director (objective). So a director with significant experience must exercise the appropriate level of diligence in executing their duties, in line with their higher level of expertise.

Duty to avoid conflicts of interest

This dictates that, as a director, you must avoid a situation in which you have, or may have, a direct or indirect interest which conflicts, or could conflict, with the interests of the company.
This duty applies in particular to a transaction entered into between you and a third party, in relation to the exploitation of any property, information or opportunity. It does not apply to a conflict of interest which arises in relation to a transaction or arrangement with the company itself.
This clarifies the previous conflict of interest provisions, and makes it easier for directors to enter into transactions with third parties by allowing directors not subject to any conflict on the board to authorise them, as long as certain requirements are met.

Duty not to accept benefits from third parties

Building on the established principle that you must not make a secret profit as a result of being a director, this duty states that you must not accept any benefit from a third party (whether monetary or otherwise) which has been conferred because of the fact that you are a director, or as a consequence of taking, or not taking, a particular action as a director.
This duty applies unless the acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.

Duty to declare interest in a proposed transaction or arrangement

Any company director who has either a direct or an indirect interest in a proposed transaction or arrangement with the company must declare the ‘nature and extent’ of that interest to the other directors, before the company enters into the transaction or arrangement. A further declaration is required if this information later proves to be, or becomes either incomplete or inaccurate.
The requirement to make a disclosure also applies where directors 'ought reasonably to be aware' of any such conflicting interest.
However, the requirement does not apply where the interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or where other directors are already aware (or 'ought reasonably to be aware') of the interest.

Enforcement and penalties

The Companies Act states that they will be enforced in the same way as the Common Law, although under Company Law. As a result there are no penalties in the Companies Act 2006 for failing to undertake the above duties correctly.
Enforcement is via an action against the director for breach of duty. Currently such an action can only be brought by:

• the company itself (ie the Board or the members in a general meeting) deciding to commence proceedings; or
• a liquidator when the company is in liquidation.
• an individual shareholder can take action against a director for breach of duty. This is known as a derivative action and can be taken for any act of omission (involving negligence), default or breach of duty or trust.

Where the company is controlled by the directors these actions are unlikely.

And?

At which point do any of them require you being well off or having money? Our trust rep on the board is a normal guy with a normal job like the rest of us. I have no idea why having money even remotely comes into it.

As for the above, what does that prove in relation to your board not wanting fan representation on the board?

I still have absolutely no idea why you think it's such an awful idea but like I said, each to their own.

[JessieField]

7 hours ago, Monkey Tennis said:

I wasn't there.

Could you paraphrase or summarise it for me please?

Here's a quote from the official site today -

Director, Mark Blount said "It was important that it was added to the agenda, it brought the issue out into the open and gave the shareholders the opportunity to have their say.  There are no winners this evening, we put forward our case that we work in a streamlined way and due to confidentiality we felt that it wasn't right to have a supporters representative on the Board.  As the Chairman outlined in his speech, we are half way through a vision that we have to make the club sustainable and we want to see that through.  But we won't be around forever and who knows the next Board may see things differently.  We always have and always will operate an open door policy, we are approachable, if anyone has any gripes then come and speak to us".

[Shadwell Dog]

7 minutes ago, JessieField said:

Here's a quote from the official site today -

Director, Mark Blount said "It was important that it was added to the agenda, it brought the issue out into the open and gave the shareholders the opportunity to have their say.  There are no winners this evening, we put forward our case that we work in a streamlined way and due to confidentiality we felt that it wasn't right to have a supporters representative on the Board.  As the Chairman outlined in his speech, we are half way through a vision that we have to make the club sustainable and we want to see that through.  But we won't be around forever and who knows the next Board may see things differently.  We always have and always will operate an open door policy, we are approachable, if anyone has any gripes then come and speak to us".

Loads of other clubs seem to get past these issues of confidentiality without a problem. Sounds like a smoke screen to me  when basically its their ball and noone else is getting to play with it.

[MONKMAN]

Loads of other clubs get by without a fan representative on the board. I've still to hear a constructive case put forward for the inclusion of one.

[Frankie S]

I cast my vote in favour of the trust, but wasn't surprised to see the motion defeated. Fan representation on the board is good enough for clubs such as Hearts, Motherwell and Hibs (where 85% of their fans came out in favour of boardroom representation in a recent consultative process) etc. The general trend is towards fan representation / fan ownership, but not for the first time, a curiously conservative, overly-deferential mindset prevails at Queens.

Not sure what point the cut and paste job from the Companies House website served, other than to incite a little 'it's no fur the likes ae us' dread amongst the forelock-tuggers who think they should defer to their 'betters' in such matters.

Edited February 21, 2017 by Frankie S

[Brother Grimm]

As I posted a few days ago, not against a fan rep on the board.

The trust shouldaybe go away, and return next year with a complete "plan" for what they think having a supporter on the board will bring/main job she will be.

The trust statement dated the 19th doesn't really make it clear?

 

 

[Bring Back Paddy Flannery]

Loads of other clubs get by without a fan representative on the board. I've still to hear a constructive case put forward for the inclusion of one.

What a bizarre attitude. You surely can't be serious? Nae wonder we all call you tories.

If I had all day I would list all of the benefits we have reaped, the main one being that we have risen from the arse end of Scottish Football to being competitive in the Championship 5 years in a row. That's thanks to our Trust rep being involved as a commercial director and completely revamping how our hospitality is run along with all social media channels, gaining serious advertising revenue (folk may laugh at our stadium name but it earns us cash) amongst numerous other things. Cash flow in general has inproved dramatically.

I fail to see one single reason to be against it in all honesty. The Queens board sound like they are running a masonic hall, not a football club. Get with the times.

[The Moonster]

1 hour ago, JessieField said:

Here's a quote from the official site today -

Director, Mark Blount said "It was important that it was added to the agenda, it brought the issue out into the open and gave the shareholders the opportunity to have their say.  There are no winners this evening, we put forward our case that we work in a streamlined way and due to confidentiality we felt that it wasn't right to have a supporters representative on the Board.  As the Chairman outlined in his speech, we are half way through a vision that we have to make the club sustainable and we want to see that through.  But we won't be around forever and who knows the next Board may see things differently.  We always have and always will operate an open door policy, we are approachable, if anyone has any gripes then come and speak to us".

Seems contradictory to me, the board say having a fan on the board could harm their confidentiality but then state they have an open door policy? What exactly would they tell any fan who took them up on that offer and walked through the door to ask a question - "sorry that's confidential"?

 

1 hour ago, MONKMAN said:

Loads of other clubs get by without a fan representative on the board. I've still to hear a constructive case put forward for the inclusion of one.

It's extremely naive to think a fan rep wouldn't bring anything to the table. Do you never have any ideas on how the club could do things better?

[MONKMAN]

What a bizarre attitude. You surely can't be serious? Nae wonder we all call you tories.

If I had all day I would list all of the benefits we have reaped, the main one being that we have risen from the arse end of Scottish Football to being competitive in the Championship 5 years in a row. That's thanks to our Trust rep being involved as a commercial director and completely revamping how our hospitality is run along with all social media channels, gaining serious advertising revenue (folk may laugh at our stadium name but it earns us cash) amongst numerous other things. Cash flow in general has inproved dramatically.

I fail to see one single reason to be against it in all honesty. The Queens board sound like they are running a masonic hall, not a football club. Get with the times.

Believe it or not, some clubs actually employ a commercial manager.

[Bring Back Paddy Flannery]

Believe it or not, some clubs actually employ a commercial manager.

You said you hadn't heard a constructive case, I gave you one.

Reps can work in different ways, that was an example of how it worked for us.

[MONKMAN]

You said you hadn't heard a constructive case, I gave you one.

Reps can work in different ways, that was an example of how it worked for us.

I'll rephrase. I've yet to hear a constructive case for a fan representing on the board, at Queen of the South Football Club Limited.

[vikingTON]

There's no inherent reason why the fans rep would be better placed to identify ways to improve the company though: that's something that any other new entrant to a board could do with a different skills set. So pinning your improvement as a club on the principle of fan representation is a giant straw man exercise. 

 

 

Edited February 21, 2017 by vikingTON

[Homer Thompson]

16 minutes ago, The Moonster said:

 

It's extremely naive to think a fan rep wouldn't bring anything to the table. Do you never have any ideas on how the club could do things better?

The Trust have already put forward ideas to the club and the SLO has organised meetings with supporters - a couple of suggestions from those meetings have already been implemented.

Edited February 21, 2017 by Mr X

[Fae_the_'briggs]

5 minutes ago, Bring Back Paddy Flannery said:

 

What a bizarre attitude. You surely can't be serious? Nae wonder we all call you tories.

If I had all day I would list all of the benefits we have reaped, the main one being that we have risen from the arse end of Scottish Football to being competitive in the Championship 5 years in a row. That's thanks to our Trust rep being involved as a commercial director and completely revamping how our hospitality is run along with all social media channels, gaining serious advertising revenue (folk may laugh at our stadium name but it earns us cash) amongst numerous other things. Cash flow in general has inproved dramatically.

I fail to see one single reason to be against it in all honesty. The Queens board sound like they are running a masonic hall, not a football club. Get with the times.

 

It sounds like your trust rep has added duties which involve him/her more in the running of certain commercial duties within your Club. I don't think that that compares to what I believe any fans rep on the Qos Board would be doing. They  would simply be a go-between with the Board and some section of fans. I would guess that no two club's supporter reps operate under identical circumstances.

I can't quite fathom out why certain supporters think the Directors are a law unto themselves. They are surely answerable to the shareholders. Looking from the outside I don't think our  Board ard are any more secretive than those at any other Club. 

 

[The Moonster]

1 minute ago, Mr X said:

The Trust have already put forward ideas to the club and the SLO has organised meetings with supporters - a couple of suggestions from those meetings have already been implemented.

Fair enough, proves that fans can bring something to the table. If there is a good working relationship there then I don't see why giving them a spot on the board is such an issue though. Whatever works for you though I suppose and if fans aren't that bothered then it's not a problem.

[Guest Flash]

What I don't understand is why there is a long debate about something that is never going to happen. We might as well have a big discussion about the things that will be required when we're in the Premiership.

[JessieField]

2 hours ago, virginton said:

There's no inherent reason why the fans rep would be better placed to identify ways to improve the company though: that's something that any other new entrant to a board could do with a different skills set. So pinning your improvement as a club on the principle of fan representation is a giant straw man exercise. 

 

 

I agree!!!    

Edited February 21, 2017 by JessieField
GRAMMAR

[Skyline Drifter]

2 hours ago, Bring Back Paddy Flannery said:

If I had all day I would list all of the benefits we have reaped, the main one being that we have risen from the arse end of Scottish Football to being competitive in the Championship 5 years in a row. That's thanks to our Trust rep being involved as a commercial director and completely revamping how our hospitality is run along with all social media channels, gaining serious advertising revenue (folk may laugh at our stadium name but it earns us cash) amongst numerous other things. Cash flow in general has inproved dramatically.

 

I know you arent generally guilty of talking nonsense, and I know your Trust rep does a great job, but are you seriously saying the reason Dumbarton rose up through two divisions was entirely due to having a Trust rep involved. I suspect the players and management might have had a tad to do with it!

[Bring Back Paddy Flannery]

I know you arent generally guilty of talking nonsense, and I know your Trust rep does a great job, but are you seriously saying the reason Dumbarton rose up through two divisions was entirely due to having a Trust rep involved. I suspect the players and management might have had a tad to do with it!

Absolutely not, but due to his influence we were able to increase revenue streams through hospitality and advertising etc. He most certainly helped us fund squads and management teams that allowed us to progress.