jaf

I am gutted; I have an unmoveable business engagement and cannot make it. As everyone who has taken any notice knows, the first person to utter the words 'conflict of interest' a long long time ago and repeat it monotonously was I think me and similarly I highlighted 'protections which already exist in Companies Act' so i think i have a grasp of whats going on, and I am gutted that I cannot be there but my business comes first. If anyone wants questions - I am happy to provide a few, just PM me. What I would say is that most will be learned by listening very carefully. I commend the club board for taking this step, and hope all fans get some reassurances from it, as I think this is what we alkl need right now - reassurance.

There are opinions and there are facts. I hope the Trust will rely on the facts of Comapnies Act rather than scaremongering of fanciful out of context hypotheticals. I hope any professional advice they take considers context and consequences. I also hope this promised note from the club explains this too. The Board made a mistake not engaging last time round. The reasons they didnt I suspect is that they assumed any reasonably well informed person would realise the inbuilt protections that exist in Comapnies Act and therefore have little problem with this. The club seem to have recognised the mistake they made in not engaging, and are making greater efforts this time round. I hope the Trust Board will be big enough to admit also if they have got it wrong regarding these 'longer term concerns' whatever they might be.

Yes but those hundreds of members need to get their information from somewhere. Who frames the infirmation they get? I would suggest the thing to do would be to circulate 4 brief documents - 1 A summary of the clubs case for change and what the changes mean in reality 2 A summary of the counter srguments from wherever the Trust Board get that 3 A summary of the practical context of all this - this is so important - its not a theoretical point scoring exercise 4 A summary of the consequences of either adopting the articles or not adopting them I fail to see how anyone to make an informed decision without a full range of the facts such as this. Just as the BOD can be criticised for not circulating enough information to allow shareholders to make an informed decision before the EGM, surely the JTB are guilty of the same thing if they do not present a full appraisal to allow members to make as informed a decision as possible.

Is this not the first time ever that The Jags Trust has voted against a tabled motion?; I know they have abstained before. I could be wrong.

Are there not safeguards in the rest of Company Law? In the responsibilities of directors section, etc? Just because the conflicts shareholder consultation is disapplied, that doesnt give the directors carte blanche to breach their fiduciary duty all over the place?? So is this not a fuss about nothing? I think its quite important you ask the right questions of SD legal team, and give the context and ask whether there are indeed alternate protections as I have just outlined in place. There is a lot at stake I suspect if you (The Trust) get it wrong.

All I can say for all those who dont really want to try to understand this stuff, is over successive forums I have been Mr Boring on the subject of conflicts of interest, this was mainly on a transactional basis relating to propco. So as the guy who was banging on about conflict of interest loudest and longest (along with a few admirable allies such as Mr Forbes) when those now mentioning that it is not simply enough to say 'thistle minded' sat on a Board when that phrase was being used, it does make me laugh! So I am going right out there and going to say as a doomsayer of all things relating to conflict of interest, that there has been scaremongering in my opinion on this issue, and the context has been ignored, history has been ignored, practicalities of running the club have been ignored, and I suspect other motivations have driven some parties voting patterns. I do not believe the voting of these article changes through will be detrimental to PTFC Ltd in terms of conflict of interest issues. So you can believe the guy who banged on boringly about it for a long time, or you can believe the JohnnyComeLatelys who have a problem with it now they are outside the tent. All I have ever cared about is protecting our football club. I dont think voting against the amendments to the articles protects the Club in my opinion.

Oh I dont doubt there are ulterior motives behind this shambles. I just question where they rest.

I will try to summarise how I see it. I add I am not a lawyer (one thing that does concern me is that the SD lawyer would need to be given the context to advise properly and I am unsure whether that was done) I as you know am a big critic of conflict of interest. In the main in the propco transaction. That horse has bolted. But the inherent perceived conflict that followed in propco, and dealings with the businesses of the directors that is now being dealt with. In the main as I understand it the changes are required by changes to Companies Act. However there is also the issue of conflict of interest. The Board would be hamstrung unless these changes to articles are made. Why? because they would have to consult the shareholders on each transaction involving one of their companies. Now, take into account the money they put into the club through sponsorship, etc, and the services they provide - this would be an administrative nightmare. This is why the changes are being proposed. Directors still have responsibilities which mean that this does not give them carte blanche to screw the club over, (I hasten to add , in my opinion, I do not think Messrs Allan and Beattie would in any case). Minority shareholders also have more protections than they ever have. So protections still exist, in fact arguably more than in the past. The Board have businesses to run and other commitmnets, this Board are sizeable net contributors to the Club, and it is totally impractical to have shareholder approval on a transaction by transaction basis. This Board try to lead ethical business careers and so I am sure they do not wish to act (even if the transactions are in the best interests of the club) without the appropriate approvals - this is something that really should have been tidied up on the previous company secretary's watch but wasn't. So if those approvals cannot be gained by this change to the Articles, then this Board cannot act within the moral code they bring to their business careers and the financial benefits that arise to Partick Thistle from that will cease. Would I rather have a Board with such a moral code who are net contributors to the club operating under the proposed set of articles, or a board who are net takers with an altogether different moral code acting under the older articles. Well, for me, thats a bit of a no brainer. Two words are important here. Context and consequences. And I think both of those 'C's' need considered as people decide how to vote next time round.

It doesnt really answer the question of how the past Company Secretary could oversee the drafting of Articles then vote against them? At which point was he acting in the best interests of Partick Thistle - as Company Secretary or as an exerciser of guardianship shares voting....surely it cant be both as the articles are not materially different to what he was dealing with?

The work on the articles was done in April 2011. The principal responsibility for overseeing the work on the articles would have been that of the Company Secretary at the time. As I understand it, there have been little or no changes to the draft articles since then. So how do a set of Articles, the drafting of which was being overseen by a man who the lawyers were consulting directly with over the changes, come to be voted against by that man after he no longer fills the post? It seems strange to me to try to work out whether he had the best interests of Partick Thistle in mind when he was fulfilling the function of Company Secretary and having the articles framed in a way that allows day to day transactions to happen without directors being hamstrung by shareholder consultation at each and every turn (which would of course have covered his firm in the past as he has been transacting with the club), or whether he had the best interests of Partick Thistle at heart when exercising his guardianship shares to vote against the motion adopting the articles that he was the clubs liaison point in having drafted. Its all quite puzzling to me.

It is a number then Jim. Three. And its a magic number! In all seriousness, whilst there are two sides to every story, one would hope that the communication with members is fair, unbiased and not written in a way to justify a decision taken, which is an inference I am picking up from your summary Jim. Of course, alliances with the people who oversaw the propco transaction, where there may have been transactional conflicts, there may have even been conflicts involving JTB members in receipt of information, do seem strange, especially given how much scrutiny the original transaction got. However these new cosy relationships perhaps mean its never too late............. Who led negotiations for club? Who led negotiations for propco? Who drafted investment terms for propco? What protections were put into place during the negotiation between club and propco? Who advised the club? Who advised propco? Explain how the details of the deal was arrived at and how it was ensured to be at arms length? How was the conflict that those running the football club stood to gain financially from propco if the football club was badly run addressed? Perhaps these are questions the new emboldened Trust could ask of the ex board members that they now trust to take advice from and hold proxies for, so we can assess at long last properly the merits of the original transaction and whether the perception of conflict has in fact been all wrong?

I knew deep down we agreed!

And if there were ever an argument for a new organisation, there it is right there. Thank you. The politics required for the creep of share ownership and representation sometimes leave a trust conflicted (ironically) from dealing with things in a way some supporters wish for. A supporters movement/club could be much less guarded, much more outspoken and critical, much more challenging, and much more dynamic because everything would not be a trade off for a few pieces of silver.

Maybe. Maybe not. But its not a convincing argument to accept under-achievment IMO.

I have done much gratis work for bodies corporate and individuals and charities over the years; teh only one who has never uttered one word of thanks for that gratis work is The Jags Trust. Whilst one does not do these things for thanks, a small word goes a long way. I have heard similar tales of disappointment from others. I have tried to do various things with the Trust at various times in the name of 'progress' and always been left feeling highly frustrated. In that regard I feel I have bought entitlement to bitch from the sidelines and done enough research to know it is an organisation I never ever wish to be involved with again on any level. But you are right, now that I have expressed this, there is no need for me to bitch any longer from the sidelines. The Jags Trust is inconsequential to me (as it is to so many others) and so I will just leave it at that and refrain from challenging hypocrisy and incompetence any longer on the basis that it is democratic hypocrisy and incompetence, so thats ok then.

Its a relaunch or a rebrand; call it whatever you like; a binning of the history. But you are probably right, it might make no difference. This Jags Trust may have democratic process and democratic rules but is it a democracy for the fans? - really?; personally i feel disencfranchised; I feel apathetic about the democracy that is the Trust. Not apathetic because I cant be bothered to do 'something', I hasten to add, but i can't be bothered to do 'anything' with the Trust - its let supporters down too many times; this latest thing is a perfect example - they should have been shouting and screaming from the rooftops about the perceived 'transactional' conflict of interest back when propco was being done (especially as the same email I ahve seen which clearly illustrated that existed was copied to at least one JTB member at that time); now because its suits their agenda conflict of interest is an issue, even though what needed scrutinised and what needed protection was the transaction first and foremost; in many ways the aftermath is less important. Their own advice up on their website explains about transactional conflicts and yet are they saying, oops hands up maybe we made a mistake not scrutinising that a bit more when some supporters were shouting about it - no because it doesnt suit the grubby politics of today.

Yes but maybe there are a number of people who would be prepared to do things but just not within the Trust wrapper so I do not think you can say it would not change with a new organisation. Plus a new organisation could be injected with vigour and be seen as something positive and therefore give people something to become enthused about and evangelical about.

There is so much baggage with the Trust - why dont they approach the Board and ask that they can transfer the shares to a totally new organisation with Supporters Direct adopted recommended constitution; and encourage everyone to participate and ask the Board from day one to build a 'special relationship' with the new entity? Would that not be a better option for Partick Thistle, as a company, as a club and for the supporters of the club? And after all is that not what the Trust should be concerned with as a priority? It would give the fans something positive to rally round and could very much be a fresh start. I would join in a leap of faith; but never ever would I give a penny again to The Jags Trust. I suspect there are more than just me feel like this.

A question I have asked on many occassions since before Propco was even constituted. I explained with examples why it was inherently conflicted. And I in a conversation with a former Board member outlined an alternate structure which I believed would avoid conflicts and also give the club greater protections. Ignorance is no excuse.

Did the then members of the Trust Board who got emails regarding propco disclose those to the rest of The Trust Board? This behaviour is nothing new.

Much of what you write is very sensible. However the shares should go nowhere near the Trust. Set up a new shareholding vehicle by all means to fulfill your plan, but when prominent Trust members are being cc'ed on the plotters emails, this Trust should not get anywhere near guardian shares as they are as tainted as the present holders of those shares. I would say if the McMaster and Hughes family truly have a vindictive vendetta against Partick Thistle,they should hand over the shares they received for free to the Trust!!

Why did I think there was an inherent conflict of interest from day one? Because in the way that propco was set up if any shareholder goes into administration, the other parties have the rights to but their shares at market value (which in the case of PTFC would likely be greatly suppressed). ALso what happens to the other half of the ground if propco is in existence in an insolvency situation - the presence of propco devalues the remainder of the ground to some extent to other buyers. So we have people who are controlling the destiny and solvency of a football club, and who stand to potentially gain financially from the failure and insolvency of that football club, I think anyone can see a conflict exists. I shouted screamed about this at the time, and no one took any notice. Thats a summary (there are a myriad of other reasons which are probably more difficult to grasp) of why I thought it was a conflict of interest. What puzzles me, is why the professionals on the Board (especially the legal ones) at the time did not see it as a conflict of interest until the past week or so? Did AC venture no opinion at the time (in which case WTF was he doing on the board), did he say there was no conflict, or did he warn that there was but was ignored by the others? I know this is tedious to many but all this is important as it reflects on his actions of the past few days. If he was ignored in his warnings, then I can understand his motivation. If he said nothing, then it is a strange time to speak up. If however his view was that no conflict existed and he expressed that to the board (which they might given his legal background be expected to ask for and rely upon) and he has changed his view and mounted this campaign built around conflict of interest, i think others can draw conclusions as to the motivation, and it leaves me incredulous if that is the case as I personally would be scurrying for the hills in embarrassment rather than becoming the West Ends self-proclaimed legal expert in all matters "conflict of interest". I dont know what went on in the boardroom back then, what I do know is that conflict of interest was being raised by me and others constantly at that time.

Who provided the club board with the legal advice that there were no conflicts of interest?? Who asked if there were any conflicts at a PTFC or Propco board level and who reassured them that there were none?? Propco was conceived on Cowans watch. With his legal background, did he not urge caution and warn against the potential conflicts of interest and build safeguards into the process? Or did he? Presumably a shareholder and office holder of PTFC was not drafting any documentation in respect of propco whioh would include himself as a stakeholder and then giving that to another professional firm to badge; surely that might be a bit of a conflict if he was so doing? In the propco deal - Who negotiated on behalf of the club the terms of the deal and who negotiated on behalf of propco? How was the deal struck?

Everyone needs to realise there has been a conflict of interest IN THE INITIAL PROCESS SETTING UP PROPCO, and every single day since then. The only place it can so far have disadvantaged PTFC is in that initial set up when the deal was done. If we want to play the conflict of interest card (FINALLY - how long has this been my bugbear?!!), then we need to appreciate the history. We need the people who created the conflict of interest to be identified, and frankly if the shareholders of PTFC are now so united that conflicts of interest are a bad thing, hopefully they might get together and revisit the advice given at the time that no conflicts existed. Assuming that was correctly obtained. Who provided the club with the advice that there were no conflicts of interest?? Who asked if there were any at a board level and who reassured them that there were none?? Propco was conceived on Cowans watch. With his legal background, did he not urge caution and warn against the potential conflicts of interest and build safeguards into the process? Or did he? Presumably a shareholder and office holder of PTFC was not drafting any documentation in respect of propco whioh would include himself as a stakeholder and then giving that to another professional firm to badge; surely that might be a bit of a conflict if he was so doing? In the propco deal - Who negotiated on behalf of the club the terms of the deal and who negotiated on behalf of propco? How was the deal struck?

Wheres Double Ugly with his share allotment forms when you need him?? On what basis were the shares issued again DU??