Woodstock Jag

I would pay more attention to the actual projections presented to shareholders.

I would personally pay more attention to the detailed forecasts provided to the AGM by the finance director rather than a throwaway remark made by another of the directors. The finance report stated that the expected growth in revenues for season 2025-26 was in the region of £100k-£150k compared with the previous season. Which is a much more modest growth target and perfectly achievable given (for example) a significant uplift is anticipated to be secured on the marquee sponsorship opportunity (front of shirt sponsor) compared with the deal signed previously.

.... they aren't?

Headcount is a much more nuanced situation than some people have given it credit for. It's partly because the 2022-23 revenue figures were so bad. As indicated in TJF's accounts analysis, total revenue also isn't quite like-for-like as the women's team's accounts were amalgamated in. I suppose you get what you pay for. The Academy is a separate legal entity and so player trading income from the Academy will not appear in the Club accounts.

The confidence with which certain claims are made on this topic is really quite something.

Indeed, though I don’t think they would have seen much value in taking a (then) impoverished law student with only a Nintendo GameCube to his name to the Outer House! I think my bigger point here is that a majority shareholder has the advantage of being able to act whenever and how ever it feels it needs to, not to arbitrary deadlines set by the Companies Acts or the rhythm of general meetings. On that I absolutely agree.

As far as I can see, there is only one example in living memory at Partick Thistle where someone was put forward for appointment or re-appointment as a director of the football club, only to be rejected by the shareholders. That director was you. In January 2011. AGMs are not, as you are suggesting, particularly special here. It is open to a majority shareholder to remove directors at any time, in response to new developments.

The majority shareholder has the legal power, at any time, to remove or appoint one or more Club Board directors, for any reason. That is the ultimate form of accountability, to be exercised where judged necessary or appropriate. The only exception to this is that Donald McClymont, the investor director, has a legal right by virtue of his shareholding, to a board position. Under the Club-Trust Agreement, there are various (non-footballing) decisions for which the Club Board cannot proceed without first securing (in writing) the consent of the trustees. In some cases, there must also be a beneficiary vote. This is another form of fan-led accountability. For example, the Club Board cannot adopt a budget ahead of a new season without Trustee consent for the draft proposals, cannot take on certain types of debt without that consent, cannot sell land or issue new shares without beneficiary consent, cannot enter into new non-footballing contracts over a certain value (otherwise than those contemplated in an already approved budget) without Trustee consent. Consent requirements are in effect a “veto” over those decisions, but the proposals for those decisions must still come from the Club Board itself. Having a list of “reserved matters” like this is intended to ensure that the Club Board consults relevant stakeholders, setting out the rationale for major business decisions. It is also intended to ensure that manifestly bad proposals don’t and can’t happen without a sense check or challenge. It is also intended to make sure that the Club Board is open and transparent with the fanbase about why it wants to take key decisions. If you know you have to justify yourself to the fans, you’ll probably think very carefully before proceeding. Obviously if a football club consistently fails to meet its footballing targets, this has a financial impact, for which the Club Directors can then be held accountable (back to the point about who has the powers over director appointments). But at Thistle, just as at other fan-owned Clubs, the fan organisations themselves are not involved in direct footballing decisions. Because we aren’t qualified to be making those decisions. The Club Board should be left to get on with it, consulting those with relevant experience and expertise.

There is one TJF rep on a board of 7 and we are currently consulting on whether this should be discontinued. He does not take instructions from us and does not consult us on football employment decision that the Club takes. Which is absolutely the correct approach.

The only people with any responsibility for hiring the football manager are the Club Board. It is exactly as simple as under private ownership. They have a completely free hand to pick who they think is the best person for the job. TJF’s Board isn’t involved, just as it wasn’t involved in the decision to relieve the previous management team of its duties. It’s getting a little frustrating seeing fan ownership get blamed for things that have absolutely nothing to do with fan ownership.

JJ knows that I’m pleased to see he’s willing to work constructively with the Club 😉

I heard he’s now on the football committee so there might be something in that.

Not much of a menu, but the bevvy’s cheap.

Sorry, I will reply anyway! I think this is a useful exchange as clearly there are still some questions about how fan ownership works. We've been taking our steer from colleagues at other fan-owned football clubs, and a lot of our governance infrastructure is adapted from Exeter City's approach, which is widely regarded as a model of good governance. The key point about club budgets is that it's still the Club Board's responsibility to pull together budget proposals. The role of the Trustees, and only because it is specifically set out in the Club-Trust Agreement, is to receive the draft, stress-test the assumptions in a back-and-forth exercise, and then to take a judgment on whether the approach by the Club Board is a reasonable one. Then, as long as they don't go on completely to ignore that budget, or fail to take course-corrections when something goes wrong, our role is confined simply to monitoring their progress against it, and raising concerns with them if there is significant deviation without a reasonable explanation. It's also worth bearing in mind that so far only one Club budget has been made subject to that process: the one for this season. We don't yet have the full results from that, and a significant component of revenue often isn't known until very late in our financial year. The Club-Trust Agreement specifically provides that the Trustees aren't involved in football-facing decisions in the same way as they might have greater oversight over non-footballing aspects of the business. It's not our skillset, and it's not really a good idea (IMO) to make it our responsibility. Indeed, I think it would be seen as a major disincentive to come and work as the football manager of a football club if they felt that a fans group was going to start calling the shots on signing strategy, or on the KPIs of the football department. Where the so-called "football committee" approach probably got it wrong was that there wasn't enough by way of football-experienced input in the room to support the manager. That is what (as far as I can gather) has informed the Club's thinking around having a Sporting Director role.

I think the starting point here is that those strategic decisions are for the Club Board. Whilst the Trustees have general oversight over the Club's budget at the macro-level (under the Club-Trust Agreement) everything done within those high level parameters is entirely for them to deliver on. It's simply not the TJF's Board's role to set the detail of football strategy. That should (ideally) be left to those with relevant experience in the Club's senior leadership team. Now I think it probably is fair to say that the Trustees have some responsibility for ensuring that the Club's senior leadership team includes people with that relevant experience, but even then, the responsibility for identifying suitable individuals to be on the Club Board and in senior positions is the Club Board. We (the Trustees) review and approve/reject board appointments and non-footballing contracts over a certain value. We're the "check and balance". I'm sure this isn't breaking confidences, we were informed ahead of our last TJF Board meeting, in an update from our Club Board rep, that the Club Board was exploring options around recruiting a Sporting Directors' role, what the profile and responsibility of the role would be, and how it would be remunerated/paid for. This was a courtesy "we're informing you that we're looking to do this and will share more details at the AGM with shareholders". It wasn't an invitation for strategic feedback. However, we did ask (for our own understanding) what the budgetary implications of it would be, and were told that the position on that was still under discussion. Subsequently, of course, they've put out the job ad for that and everything we were told about it, fans can see from that press notice and job description. I appreciate this might be a frustrating answer, but it's simply not TJF's Board's role to be involved in those discussions. The Club Board is responsible for and is the only body that can answer these questions. Again, sorry, this simply isn't what TJF's Board's role is. What the Club Board decides to communicate to us and the wider fanbase on football recruitment and succession planning is (functionally) entirely up to them (whatever we might reasonably expect in terms of public comms). All we've been told throughout the last few months is the same as what the Club Board said in its Q&A response about management appraisal following the AGM: that it's not appropriate for it to comment publicly about their appraisal of current employees. Clearly the Club Board constantly keeps footballing performance under review and I would hope they have mitigation plans in place in the event that on-field performance does not deliver up to expectations. But it's not something TJF is given sight of or influence into in any direct sense.

Obviously if fans want to raise concerns about specific individuals there are several ways they can do that: (a) email the Club directly (b) ask TJF to draw attention to conduct/allegations/reputational risks associated with a particular candidate The honest answer to your question about how it would work is "I don't know" because we haven't had a manager vacancy under fan-ownership until now. Beyond anything explicitly in the Club-Trust Agreement, the Club Board decides what to give TJF and the Trustees a courtesy "heads-up" about and what it alternatively only announces under its own steam. I would be reluctant to change that in case it gives the wrong impression that TJF's Board is involved in the decision-making. It isn't. Clearly there would be certain candidates for posts at the Club who are manifestly unsuitable, but I'd hope the Club Board has the wherewithal to identify those risks for itself before appointing them. If we felt that the judgment call there was severely flawed and out of step with the sentiment of fans, I suppose hypothetically we might say so, or at least publicly acknowledge the concerns of those who raised the issue with us. I don't think it's very helpful to engage in hypotheticals and hope, frankly, that the Club Board never puts us in that position.

TJF's Board is not involved in football recruitment decisions. The Club Board is under a duty to ensure succession planning across the entire business but I would not expect them to share any specifics on football succession planning with TJF.

Very few of them will be doing it unassisted but the nature of the assistance varies.

As previously promised by TJF, we are now consulting on the future of our board representative position, with key fan-ownership governance milestones now having been delivered. This is the opportunity for all fans, be they members or non-members, beneficiaries or not, shareholders or not, to give their perspective. If you have any questions about the survey, or wish to give any feedback that the survey would not cover, please get in touch at [email protected]. Candid feedback encouraged. https://thejagsfoundation.co.uk/fan-representation-consultation/

Since TJF controls everything, I hereby declare the AGM closed.

In order: Jim's the Chair Jesus heads up the Football Committee Mary has upset fans of an older-generation by saying they can't sing about her anymore Joseph is replacing the wooden structure of the Colin Weir Stand The Wee Donkey is covering at left-back Moses resigned as the groundsman and left a waterlogged pitch in his wake And the Israelites emptied the Lambie and stood up the canal.

You said yourself that it should be 12 months. Don't change your mind now, Jim! As already explained, TJF originally accepted a place on the Club Board to ensure that key governance milestones would be met. Now that those governance milestones have been met, we are consulting with fans on what should happen next. Welcome to fan ownership. Pull up a chair. It hasn't. Re-appointment at the AGM is not the same as appointing someone for 12 months. Indeed, since November 2019, 22 individuals have ceased, at some point, to be a director of the Football Club. Only two of them ceased to hold office at an AGM. The other 20 resigned, died or were removed by shareholders otherwise than at a general meeting of the company. The whole point of the forthcoming consultation, announced by TJF's chair in December is to determine whether TJF should withdraw its nominated representation at the end of this season, to allow it to be replaced by something else (be that a third directly elected position or a space for skills-based appointments). Jim, Jesus, Mary, Joseph, the Wee Donkey, Moses and the Israelites. What do you think this consultation is for? Read the room!

Checkmate.

Because we're a fan-owned football club mate. That's what fan-owned football clubs do. Consult the fan owners. There were no negotiations. An open invitation was extended by the Club Board to TJF to have board representation, and it was accepted in summer 2023 and then taken-up again when a vacancy was anticipated in January 2024. There is no "permanent arrangement". The arrangement remains a temporary one, at TJF's insistence! It is temporary pending the outcome of a fan consultation on whether it should stay in place, be discontinued, or be replaced with something else. Welcome to fan ownership.

If that's what you think, say that when the consultation launches. It's got nothing to do with the CTA. TJF agreed to be represented on the Club Board at its invitation in the summer of 2023 and decided to nominate a successor when Andrew Holloway stepped down in January 2024, because key corporate governance milestones still had not been met (the CTA didn't yet exist, the CGM didn't exist, and the facility for elected fan reps didn't exist). Now that the elected fan representatives have in fact been elected, and have had half a year or so to become familiar with their roles, and most of the corporate governance infrastructure is now in place, and the new financial targets are in place, we are going to consult publicly on what should happen with TJF's presence on the Club Board. Read the room, Jim! At the Club Board's invitation, and because we haven't had the opportunity to consult fans yet on whether he should remain there now that the key corporate governance milestones have been delivered. Only one of the Club Board Directors is currently a shareholder!