Jordanhill Jag Posted January 5 Report Share Posted January 5 5 minutes ago, Jordanhill Jag said: No I didn't condemn Andrews Appointments onto the Board - its perfectly normal practise for a Trust to appoint a Director onto the Club Board - what is not normal is that a former Club Board Director goes straight from the Board back onto the Trust - its simply far too cosy and Human Nature is that you are not going to put people under pressure that you previously sat on a Board with - you should not leave the Club Board and rejoin the Trust Board without at least 12 Months of a Gap - that's simply good Corporate Governance - No idea why your defending it - its simply wrong I never said that the existing Directors had to enter an open Competition for there jobs - however there are two New Directors - there was zero to stop those posts being advertised - The Trust is the Major Shareholder it can instruct the Board to advertise New Directors - there was No Good reason why not to - instead its "Who you Know" As you have confirmed - the Trust & the Board have already agreed on various aspects - the AGM is a tick box exercise - No matter what is questioned - the Trusts have already agreed it will back the Board - changed days for TJF from the last AGM A Major Shareholder holds Boards to Account - it does it openly at the AGM - not in Wee Secret Meetings Otherwise whats the point in having a Trust as a Major Shareholder 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. Thats the point - questions are asked at the AGM and based on responses you can take a View on how you Vote - however if there is already "agreements " in place with the major Shareholder - then the AGM is simply as you say a legal requirement Unlike the previous AGM where questions were asked in Public - its now done at Secret Meetings in advance Quote Link to comment Share on other sites More sharing options...
Woodstock Jag Posted January 5 Report Share Posted January 5 1 minute ago, Jordanhill Jag said: 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. Thats the point - questions are asked at the AGM and based on responses you can take a View on how you Vote 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. 1 minute ago, Jordanhill Jag said: - however if there is already "agreements " in place with the major Shareholder - then the AGM is simply as you say a legal requirement There are no “agreements” in place. You’ve made this up. 1 minute ago, Jordanhill Jag said: Unlike the previous AGM where questions were asked in Public - its now done at Secret Meetings in advance 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! Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted January 5 Report Share Posted January 5 2 minutes ago, Woodstock Jag said: 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. But if the Majority Shareholder has already agreed in advance then its clear that its a done deal - there is going to be No Robust Questioning in Public at the AGM by the Majority Shareholder -its a done deal I'm a Shareholder - I don't need to state what Resolutions I will vote for or against - that's my Business - I'm not answerable to anyone - I bought MY SHARES - WITH MY CASH - however the Trusts have a Duty of Care to ask robust Questions as the Majority Shareholder and to do so in Public - Clearly that is not going to happen as the deals have already been done Quote Link to comment Share on other sites More sharing options...
Woodstock Jag Posted January 5 Report Share Posted January 5 1 minute ago, Jordanhill Jag said: But if the Majority Shareholder has already agreed in advance then its clear that its a done deal - there is going to be No Robust Questioning in Public at the AGM by the Majority Shareholder -its a done deal 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]. 1 minute ago, Jordanhill Jag said: I'm a Shareholder - I don't need to state what Resolutions I will vote for or against - that's my Business - I'm not answerable to anyone - I bought MY SHARES - WITH MY CASH - however the Trusts have a Duty of Care to ask robust Questions as the Majority Shareholder and to do so in Public - Clearly that is not going to happen as the deals have already been done 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. Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted January 5 Report Share Posted January 5 17 minutes ago, Woodstock Jag said: 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. "The shareholder votes of the Trust will be exercised on the basis of the agreed position of Neil Drain, TJF and The Jags Trust." The Trust (s) have already agreed there position to Vote in line with any Board Proposals ( otherwise the Board would not be proposing them ) So there will be No Awkward Questions at the AGM - it will be a Box Ticking Exercise Im not a member of TJF - the Thistle Trust - No idea how they keep in touch with there Members - also No idea what The Jags Trust do - so your suggestion that I contact Trusts - which Im not a member of - suggest they Vote against proposals- that they have already given the Nod to -is pretty far fetched But I will leave you with this thought and you can debate amongst yourselves if your going to carry on supporting the Board without Question "We are also looking at plans to develop the city end of the ground and to create new hospitality spaces within the existing stadium footprint". See that means you start to ask serious Questions - moving the Earth Alone on the Bing runs into hundreds of Thousands- and it was a Major Barrier to Propco - Construction Costs for the Bing are Eye Watering - but in PTFC World you get to State any nonsense you like - no one will ever actually say - WTF are you talking about - IF the Board are stating in Public - that they see this as a Serious Proposal to increase Revenue? - then the Trusts need to look at there agreement to re-elect them Quote Link to comment Share on other sites More sharing options...
Woodstock Jag Posted January 5 Report Share Posted January 5 15 minutes ago, Jordanhill Jag said: "The shareholder votes of the Trust will be exercised on the basis of the agreed position of Neil Drain, TJF and The Jags Trust." The Trust (s) have already agreed there position to Vote in line with any Board Proposals ( otherwise the Board would not be proposing them ) 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. 15 minutes ago, Jordanhill Jag said: So there will be No Awkward Questions at the AGM - it will be a Box Ticking Exercise This is your projection. 15 minutes ago, Jordanhill Jag said: Im not a member of TJF - the Thistle Trust - No idea how they keep in touch with there Members - also No idea what The Jags Trust do - so your suggestion that I contact Trusts - which Im not a member of - suggest they Vote against proposals- that they have already given the Nod to -is pretty far fetched If you are a season ticket holder you are a beneficiary of the PTFC Trust. I have provided you with their contact details. 15 minutes ago, Jordanhill Jag said: But I will leave you with this thought and you can debate amongst yourselves if your going to carry on supporting the Board without Question "We are also looking at plans to develop the city end of the ground and to create new hospitality spaces within the existing stadium footprint". See that means you start to ask serious Questions - moving the Earth Alone on the Bing runs into hundreds of Thousands- and it was a Major Barrier to Propco - Construction Costs for the Bing are Eye Watering - but in PTFC World you get to State any nonsense you like - no one will ever actually say - WTF are you talking about - IF the Board are stating in Public - that they see this as a Serious Proposal to increase Revenue? - then the Trusts need to look at there agreement to re-elect them 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! Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted January 5 Report Share Posted January 5 1 hour ago, Woodstock Jag said: 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! And there is the Root of the Problem - its Nothing to do with the Bing 1. We have a Club Struggling to balance Budgets- and dependent on external Funding to do so 2.In a large statement to the Fans before the AGM - the only statement on Growing Revenues was a Vague Reference to looking at converting the Bing for Hospitality - that was it - that was the Cunning Plan - something that is never going to happen and not feasible 3.Now rather than the Trust seeing it as a Major Red Flag - they simply meander along agree with every Board Request ( if the previous Board had made a similar statement - then they would have been crucified 4.You asked me for Specifics - I've Given you one - there is a Major Red Flag on Revenue Growth Plans - Me- I would be reviewing any agreement on re-electing the Board - and drilling down on Budgets because if they are Willing to State this in Public - then other Questions have to be asked You See that's how it works - the Major Shareholder asks very robust Questions - if they don't get satisfactory answers - they get New Directors and don't re-elect existing ones - but everything is fine - nothing to see here - next we will be getting told we are getting a New Training Ground The fact the Board published this - Build Hospitality on the Bing as the Revenue Plan - and it didn't immediately raise concerns with the Trust (s) sort of speaks Volumes ref the Cosy Relationship Is that specific enough ? - What do I think should happen ? Well maybe detailed Questions on how they intend to balance the Budget and where the Revenue Growth is coming from ? If you don't get the Right Answers - you don't agree re-election - You know - the same robust Questioning TJF had at last Years AGM Quote Link to comment Share on other sites More sharing options...
Fawlty Towers Posted January 5 Author Report Share Posted January 5 2 hours ago, Woodstock Jag said: 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! I sent a few questions (nothing about the Bing) so can I just ask how will the response be dealt with? Will it be replies sent to individuals or a summary sent to all members? Thanks in advance. Quote Link to comment Share on other sites More sharing options...
Woodstock Jag Posted January 5 Report Share Posted January 5 46 minutes ago, Fawlty Towers said: I sent a few questions (nothing about the Bing) so can I just ask how will the response be dealt with? Will it be replies sent to individuals or a summary sent to all members? Thanks in advance. 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. 2 Quote Link to comment Share on other sites More sharing options...
MarciaBlaine Posted January 10 Report Share Posted January 10 Another director away. I'm sure these things don't happen on purpose but there's been a real lack of boardroom stability for quite a while now. That said, the timing/justification makes outward sense and I'm looking forward to the ship being a bit steadier after the AGM https://ptfc.co.uk/ptfc-news/pre-agm-update-douglas-mccrea/ 1 Quote Link to comment Share on other sites More sharing options...
alexander livingstone Posted January 10 Report Share Posted January 10 Seems the new American investor is bringing in new directors with some business acumen , hopefully this is true and we won't have a large turnover of directors as we have had in the last couple of years. Quote Link to comment Share on other sites More sharing options...
madcapmilkdrinker Posted January 10 Report Share Posted January 10 On 1/6/2024 at 5:23 AM, Woodstock Jag said: If you would like to influence how the majority shareholder votes, please submit feedback to [email protected] I’d hope @Jordanhill Jagis a TJF member, subs paid for with HIS OWN CASH, before he’s afforded that opportunity. Quote Link to comment Share on other sites More sharing options...
Lambies Lost Doo Posted January 10 Report Share Posted January 10 @Jordanhill Jag you should join TJF and get involved. You obviously have a brain, experience and plenty of ideas. It's better to be in the tent than outside Quote Link to comment Share on other sites More sharing options...
Fawlty Towers Posted January 11 Author Report Share Posted January 11 Looking forward to hearing the key points from tonight's AGM - do we have chocolate digestives at board meetings whilst poor old Raith directors have to make do with ordinary digestives? In all seriousness an update would be appreciated. 1 Quote Link to comment Share on other sites More sharing options...
Jaggernaut Posted January 11 Report Share Posted January 11 2 hours ago, Fawlty Towers said: Looking forward to hearing the key points from tonight's AGM - do we have chocolate digestives at board meetings whilst poor old Raith directors have to make do with ordinary digestives? In all seriousness an update would be appreciated. Any club claiming to have serious ambitions should be providing chocolate Hobnobs. Quote Link to comment Share on other sites More sharing options...
Fawlty Towers Posted January 11 Author Report Share Posted January 11 13 minutes ago, Jaggernaut said: Any club claiming to have serious ambitions should be providing chocolate Hobnobs. Seconded! Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted January 12 Report Share Posted January 12 On 1/10/2024 at 8:07 PM, madcapmilkdrinker said: I’d hope @Jordanhill Jagis a TJF member, subs paid for with HIS OWN CASH, before he’s afforded that opportunity. I have my own Shares paid for with MY OWN CASH 😊 which is just as well given the lack of questions on Finances and the Share Purchase by the USA Investor asked by TJF One question asked remotely by Greame Cowie - Nada from there Reps in the Room Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted January 12 Report Share Posted January 12 On 1/10/2024 at 9:30 PM, Lambies Lost Doo said: @Jordanhill Jag you should join TJF and get involved. You obviously have a brain, experience and plenty of ideas. It's better to be in the tent than outside Why ? That assumes that TJF are the correct Tent ? Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted January 12 Report Share Posted January 12 1 hour ago, Jaggernaut said: Any club claiming to have serious ambitions should be providing chocolate Hobnobs. It was Tunnocks Teacakes 😊 1 Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted January 12 Report Share Posted January 12 One point worth noting It was raised that the Club have to agree any Transfer of Shares This was requested to Transfer Colin Weirs remaining Shares in February to a Private Individual - it was pointed out by a Shareholder ( not me 😊) that the Club have in the past refused permission of Share Transfers - however on this Occassion they gave there OK for Share Transfer - the Shares are circa 10% -added to the USA Investor thats 20% of the Shares - a sizeable chunk Quote Link to comment Share on other sites More sharing options...
Woodstock Jag Posted January 12 Report Share Posted January 12 31 minutes ago, Jordanhill Jag said: I have my own Shares paid for with MY OWN CASH 😊 which is just as well given the lack of questions on Finances and the Share Purchase by the USA Investor asked by TJF 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). 31 minutes ago, Jordanhill Jag said: One question asked remotely by Greame Cowie - Nada from there Reps in the Room 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. Quote Link to comment Share on other sites More sharing options...
Woodstock Jag Posted January 12 Report Share Posted January 12 34 minutes ago, Jordanhill Jag said: One point worth noting It was raised that the Club have to agree any Transfer of Shares This was requested to Transfer Colin Weirs remaining Shares in February to a Private Individual - it was pointed out by a Shareholder ( not me 😊) that the Club have in the past refused permission of Share Transfers - however on this Occassion they gave there OK for Share Transfer - the Shares are circa 10% -added to the USA Investor thats 20% of the Shares - a sizeable chunk 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. Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted January 12 Report Share Posted January 12 6 hours ago, Woodstock Jag said: 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. It was stated that Beastall & Gerry made the decision - not the Board of Directors There is No Speculating on what would have happened if we refused - the simple answer is there would have been no transfer - its in our M&A - Share Transfers have to be Approved by the Board - however TJF may wish to check if the Board formally approved the Transfer in Accordance with our M&A In Simple terms - if the USA can demand a Director for 10% - where does that leave someone with 9% Quote Link to comment Share on other sites More sharing options...
Lenziejag Posted January 12 Report Share Posted January 12 46 minutes ago, Jordanhill Jag said: In Simple terms - if the USA can demand a Director for 10% - where does that leave someone with 9% I suppose if they put up £450K they could start talking about it. Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted January 12 Report Share Posted January 12 1 minute ago, Lenziejag said: I suppose if they put up £450K they could start talking about it. How many Shares does the Current Board own in there own Right ? In fact how many Current Directors actually own any Shares ? Quote Link to comment Share on other sites More sharing options...
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