Woodstock Jag

The key point here, I think, is that you get to influence who is involved in important decision-making. That's what the elected fan reps on the Club Board are about. The CTA will also give ST holders and TJF/TJT members a direct and binding say over major decisions affecting the shareholding, any proposal to move from Firhill etc. Longer-term, it's our hope that consultation exercises, and the feedback that is then fed to the Club Board, will lead to more fan-centred decision-making and initiatives that make the fans feel more valued. Ultimately, a football club is still a business and difficult (often unpopular) decisions will still need to be taken by custodians in the Club's best interests. But I absolutely trust that those decisions are more likely to be good ones when those in the room are fellow fans with a line of democratic accountability back to the best part of 2000 fans of the football club.

The obvious answer to this, of course, is that it's probably more important when a football club is privately-owned, and therefore when the decisions of the Club Board are held to account by (predominantly) likeminded individual shareholders. It's drastically less important, and if anything less appropriate, when a football club is fan-owned and to be regarded as more of a community asset. The Club-Trust Agreement that has been introduced (subject to consultation), the commitment to two elected fan representatives, and Trust approval for other Director appointments, provides a structure for accountability that better suits those circumstances. I seriously doubt there is anything to be gained at a fan-owned football club from factionalising the Club Board based on groups of shareholders. Donald McClymont is there to protect the terms of his investment, without which the Club would have gone heavily cash negative mid-way through this current season. TJF's rep is there in recognition of the ongoing financial commitment its members are making to the Club and the need for a fan-accountable presence during the transition to a more conventional and permanent fan ownership structure. The rest of the Board, including the new joiners, have assigned roles and responsibilities, as was set out at the start of the AGM presentation. They're not there because of the financial stake they do or don't have in the Club. They're there to fill the function presently assigned to them. Longer-term we expect the Club's Corporate Governance Manual to ensure a robust delineation of roles and responsibilities. This will enable targeted recruitment at Club Board level to fill skills and experience gaps as and when they are identified or arise.

Important to stress that TJF is not, itself, the majority shareholder. We are a trustee of the PTFC Trust, which is the majority shareholder, and our members are included among the beneficiaries of that trust. When Neil Drain steps down we will be codecision-makers with The Jags Trust, acting in the interests of both organisation's members, season ticket holders and 71 Club members. I appreciate a lot of folk see it as the above for shorthand, but I think it's still an important distinction. There are multiple ways people can participate in fan ownership at Thistle. Obviously I would encourage folk to do it through TJF, as it has the greatest potential for fundraising and community-building, but we have deliberately kept fan ownership as a "broad tent" for those who (for whatever reason) don't want to be members of TJF. I hope that we can persuade those with doubts that we're the right vehicle for getting involved through what we achieve in the season ahead.

One small point here: the shareholding in question was 10% of the total immediately before the investment. But the investment diluted all existing shareholdings. So Jacqui Low actually only holds 9% or so of the share capital in the company. We can only assume that the share transfer was initiated by the Executors of Colin Weir’s Estate, in accordance with his testamentary directions. I’m not sure there is much to be gained from speculating what might have happened if the interim club board, at the time consisting of Duncan Smillie, Richard Beastall, Fergus MacLennan and Caroline Mackie, had refused to give effect to that transfer.

We (TJF and the Trustees) had a list of questions on the finances, several of which were answered in the Club Board’s presentation (which I understand will be circulated more widely in some form). TJF and the Trustees invited questions from members and beneficiaries. Neil Drain asked about the basket of questions submitted to do with stadium redevelopment, The Jags Trust asked about stadium maintenance, and as you acknowledge, I asked a follow-on question about the finances (though limitations of the technology set up meant online participants couldn’t really ask follow-ups). I think it’s only fair to acknowledge that quite a detailed set of financial figures and projections were provided to shareholders in the presentation. Shareholders absolutely can and should scrutinise whether those forecasts are in fact delivered-on this year, and that will inform the Trustees’ scrutiny of the 2024-25 budget. It’s important to remember that this will, for the first time, have to be approved by the majority shareholder under the Club-Trust Agreement we negotiated. I’d tentatively suggest at this stage that that new process is the most effective avenue to scrutinise the financial record and proposals of the current Thistle board. TJF wasn’t even a trustee when the 2023-24 budget was set.

I don’t foresee this, in practice, being a significant obstacle. Exeter City has the same provision in its CTA. I anticipate that this will function more as a cost control mechanism than anything else: ensuring that non-player contracts entered into do not drastically alter the underlying assumptions of the Club Budget. It’s not designed to trigger a detailed discussion about the merits of one managerial appointment over another, for instance. That’s essentially a strategic decision of the Club Board to take with regard to the footballing department of the business.

We will aim to ask your questions directly at the AGM itself (if not already covered by others asking the same thing). If anything isn’t covered in the AGM itself, happy to follow-up and get you a written answer. I’ve not discussed this with the other Trustees or TJF Board members yet, but it might be a good idea for us to do a kind of Q&A document, if possible. Let me get back to you on that.

How else is a Trust supposed to make decisions if not on the basis of an agreed position of its trustees? This isn’t a trick question, I genuinely don’t understand what you’re getting at. For the avoidance of doubt, no decision has yet been taken by the Trustees on how to vote on the matters arising under the AGM notice. It is for the Club Board to decide who to put forward for appointment, and they’re entitled to listen to or ignore any feedback from the majority shareholder as they see fit. This is your projection. If you are a season ticket holder you are a beneficiary of the PTFC Trust. I have provided you with their contact details. Several TJF members have already asked us to ask questions about the City End comments and what they actually mean. We intend to do so. Thats how this works. Fans raise issues with TJF and the Trust and we raise them with the Club!

It hasn’t “already agreed in advance”. If you would like to influence how the majority shareholder votes, please submit feedback to [email protected] or [email protected]. No deals have been done. Happy to clarify. But the whole point of fan ownership is that you, as a supporter, influence decisions of the majority shareholder by expressing your views to us. This then informs the decisions we take on behalf of the beneficiaries. Including what questions we might ask at the AGM and how we might vote on the resolutions. You are behaving like someone who refuses to vote in elections then complains about the governments they get not representing them.

This is precisely why we are inviting you to raise questions pertinent to the AGM’s formal business, in advance of the AGM. If you do so, I personally guarantee you that those matters will be raised with the other Trustees and that it will inform the questions we ask at the AGM and (if persuasive) will in turn influence our decisions. There are no “agreements” in place. You’ve made this up. Nothing was done “in secret”. The majority shareholder was informed of proposed changes to Club Board composition, it deliberated and it gave feedback on those proposals. It did not commit to vote any particular way on any motion and has not done so. Stop making stuff up!

It wasn’t a grand debate. A lot of very good points were made by minority shareholders then the majority shareholder and another minority shareholder proceeded to vote to approve all the resolutions. Proving that the voting process at an AGM is completely inconsequential even when the AGM itself becomes a pressure point for the Club Board. This, if anything, reinforces my point. The big decisions didn’t happen in the room that time either. They happened in the days following. As a matter of formal business, an AGM is a tick-box exercise, unless you are proposing that the majority shareholder should consider voting against one of the resolutions. If that is your proposal please name that resolution and state your reasons. Just like TJF did before the 2022 AGM.

1. TJF is not a Trust 2. Andrew never left the TJF Board 3. When The Jags Trust had a Club Board Rep they simultaneously sat on both boards. This is completely normal with appropriate recusal mechanisms. TJF’s members unanimously approved its Articles of Association at first an EGM and then an AGM inside the last 18 months. Zero members requested that a clause be included prohibiting an elected TJF Board member from being a Club Board member. Zero members requested that, on leaving the Club Board, an elected TJF Board member cannot continue as a TJF Board member. You are quite simply inventing an issue. Once again, there is currently no process by which the Club Board can be required to advertise Club Board positions. Under the current governance arrangements it is for the Club Board to recommend people for appointment, doing their own due diligence and process, and for the majority shareholder to scrutinise those proposals and give a view. Under future governance arrangements, there will also be the need for explicit Trust approval. That change in circumstances creates the conditions for a more formal process of board appointments. But it doesn’t exist yet. Not correct. The Trust provided feedback to the Club Board on certain proposals. The Club Board then decided how to proceed with the AGM papers. You are jumping the gun. If you want the Trust to vote against one or more of the motions, email us. Name the motions. Give your reasons. And we will do so. Control of the football club by the fans organisation, representing the interests of those fans through democratic structures. End.

I said nothing of the sort. I said that the Trust was consulted before the AGM materials were sent out. Both TJF and the PTFC Trust have actively invited questions from both TJF members and PTFC Trust beneficiaries in advance of the AGM. The Club literally provided a detailed written update to the fans on the Club Board’s proposals, and TJF emailed an update to all of its members on 18th December explaining the process. The only formal decisions to be taken at the AGM, as you will have seen from the Agenda circulated to shareholders, is to receive and approve the report and accounts (an essentially technical exercise), to reappoint existing directors, and to appoint new ones. If you believe that any of those things should be voted against it is entirely open to you, as a season ticket holder, to email the PTFC Trust setting out your concerns and recommending a specific course of action. And as a shareholder it is entirely open to you to vote against one or more proposals at the AGM or to raise questions pertinent to them. But let’s not pretend that an AGM is a place where grand debates are held. It is a formal forum to discharge statutory obligations of the company. Directors can be appointed and removed at any time. By announcing intentions in advance, this year has actually provided shareholders with more opportunity to scrutinise appointments than in previous years. So just come out and say it, Jim: which motions on the paper for the AGM should the PTFC Trust vote against. No bluff, no spin. State your case. There are seven motions on the paper. Which ones are you suggesting the Trustees should not support? TJF had specific concerns about the directors statement, the annual accounts, and the proposals to reappoint several of the directors. We set out those concerns at the time, while not being in any position to influence the outcome of any shareholder vote. If we had concerns about the proposed appointments at this AGM, or about the accuracy of the report or accounts, we would raise them. And any concerns of TJF members or PTFC Trust beneficiaries would also be raised. So far, the PTFC Trust has received no correspondence from beneficiaries about the AGM. TJF has received emails from several members, asking about a range of issues. I am betraying no confidences when I say that, so far, none of these concerned the formal business of the meeting and the proposed resolutions. Questions will be put by the majority shareholder to the Club Board at the AGM. You are invited to suggest questions to us. Let’s be honest Jim, you just don’t like some of the people involved and want them removed but you won’t name them publicly. Feel free to raise any concerns with the PTFC Trust if you believe the trustees should vote against any of the motions. Please specify in any correspondence which motions you want us to vote against.

Andrew wasn’t the Chair of TJF when the Trust was invited to comment on the proposed AGM appointments. Sandy was. Your premise is false. Not that it matters because if the rest of the TJF board disagreed with Andrew about something he would be overruled in a vote. I’m not breaking any confidences when I say that both he and Sandy have been in the minority position on decisions taken by the TJF Board. As have I. In case you hadn’t noticed, Richard Beastall has literally resigned effective today, ending the only remaining instance of a Trustee being on the Club Board. He has been totally recused from all Trust decisions during his three month notice period. I didn’t see you condemning Andrew’s appointment to the Club Board in June, or calling for him to step down as an elected TJF Board member. Indeed, that appointment was widely welcomed, as people saw it as ensuring a TJF presence in the room during the transitional phase and in the absence of the formal fan ownership apparatus that is, imminently, to be put in place. For what it’s worth, we had a robust internal discussion about whether TJF should accept a position on the Club Board. I am betraying no confidences when I say I was originally the most sceptical (because I wanted clearer lines of accountability). I think the ensuing six months entirely justified that presence, because it meant we were able to influence and become aware of things at the right time. Very simple answer Jim. Continuity and stability until the structure is in place. The Club Trust Agreement, on which fans will be consulted next week, provides the legal framework for future Club Board appointments, and for a Corporate Governance Manual to regulate Club Board appointments and subcommittees. Until that structure is in place, there is no formal mechanism for advertising skills-based roles. Given that the Club Board presently consists of 4 people, and one of them chose not to seek reappointment for personal reasons, it would be complete and utter insanity to insist that, just because it’s the AGM, all of the others have to enter an open competition process for their jobs, when there isn’t a structure or arbiter in place to judge their performance against other candidates. We do this right, not simply to suit our own prejudices or agendas. The responsibility for recommending appointments to the Club Board is a matter for the Club Board, not the Trust. The role of the Trust is in the approval of appointments recommended to them as the majority shareholder. We are a fan owned, not a fan run, football club.

I should also add that TJF recused itself entirely from the Trust’s deliberations on the proposed appointment of Stuart Callison, as this was an appointment we had unanimously suggested when Andrew took the decision not to seek reappointment to the Club Board. Any TJF Board member past or present can testify that deliberations on many matters have seen those in senior leadership roles abiding by collective responsibility even when they’ve disagreed with a particular course of action. Thankfully, significant disagreements have almost always been rare, but major decisions are always robustly tested internally before being adopted. We don’t do things by fait accompli and the role of Chair is not that of a dictator: we set strategy democratically.

It is probably helpful to explain the process by which Club Board appointments will be taken. First, it was for the Club Board to recommend the reappointment of any existing directors and the appointment of any new ones. A short CV for all proposed new directors was presented to the Trustees. They were invited to express a collective view on these. Richard Beastall was recused from any Trustee response, as he had a conflict of interest as one of the directors on the Club Board. Similarly, Stuart Callison and Andrew Holloway were recused from TJF’s discussions about its view as one of the trustees, because they were one of the nominees/a current Club Board member. The Trust provided feedback ahead of the notice formally being issued for the AGM. The shareholder votes of the Trust will be exercised on the basis of the agreed position of Neil Drain, TJF and The Jags Trust. Next week we hope to circulate the draft Club Trust Agreement, a legally binding document that, among other things, formalises this existing process around Club Director appointments. But rest assured we aren’t idiots and are acutely aware of the need to recuse certain individuals from certain types of decision. One of the welcome developments, with Richard Beastall stepping down as a Trustee, is a phasing out of these roles of people wearing multiple hats. But these things take time to get right and we are only one year on from an emergency club board having had to be assembled, in very challenging circumstances. It’s better to take a bit longer to get things right than to rush them and screw them up.

I'm really not sure what more I can do to explain the meaning of "revenue neutral". The retained gate receipts, after tax, are broadly cancelled out by the cost of hosting the games and the additional costs on payroll. The net financial effect is close to zero.

Higher season ticket sales doesn't necessarily translate into significantly more overall income. What it does is front-load more of that income.

Play-offs are roughly revenue neutral once SPFL cut, split gates and player wages/bonuses taken into account.

So that we don't run out of cash mid-way through the season (as we would have done with a totally emptied margin of safety). Not so that we can start spending lots of money on new football players.

Because the linesman realised he’d screwed up as soon as the guy started dribbling (and panicked) whereas the referee was blissfully unaware there was an issue until James C went tonto! Indeed!

No that wasn’t my position. My position was that technically it was a goal but that there was a perceived unfairness because James Craigan had relied on a mistaken communication by the linesman. Craigan should technically have ignored the linesman and booted the ball into the stand/taken possession and carried on until the referee had stopped play (or not). Correct. And said player told the linesman several times that he had kicked it. Correct. It is absolutely within the discretion of the referee to stop play if there is outside interference. But it’s not at all clear that verbal signals from a linesman constitute either “interference” or “outside interference”. If the linesman waves his flag for offside and the referee decides the linesman is wrong, or doesn’t see him flag, we don’t say that’s outside interference. If Douglas Ross screams “red card” or “penalty Rangers” into his earpiece and a player within earshot stops playing as a result, and play continues, that probably wouldn’t be regarded as outside interference either. I grant you that the list in Law 5.3 isn’t necessarily exhaustive but it’s not a carte blanche. The listed examples are of a kind that mean: (a) the ball/other players/officials/parts of the pitch can’t be seen properly (floodlight failure) (b) player or official safety is compromised (external objects being thrown onto the field of play) (c) deceptive use of referee-like instrumentation by spectators (spectator using a whistle) (d) other objects accidentally entering the field of play (eg a second ball, an animal) In the case of (d) play isn’t even to be stopped unless it’s interfering with play. It’s non-exhaustive but it isn’t all-encompassing, is my point. If this is what he believed, then the game should have restarted with a drop ball, or having the corner kick retaken. From memory, I believe what actually happened is that Thistle were actually awarded an indirect free kick for “a double touch” by Doran.

Law 17 of IFAB says, among other things: “The ball is in play when it is kicked and clearly moves; it does not need to leave the corner area” So no need for a circumference. No need for the ball to leave the corner area. It just has to visibly move.

The problem is that the linesman has no authority. They're really only there to draw the referee's attention to things. So if the referee is satisfied that the ball was touched, then the ball was touched. The lesson is that players should ignore linesmen.

I think technically the goal should have stood. The issue was that the linesman shouldn’t have waved away James C because the corner had legitimately been taken.