The Wrong Type of Democracy

[Jordanhill Jag]

1 minute ago, Woodstock Jag said:

 

I didn't say they should.

I said that any assessment of the suitability of a candidate for the Club Board should take into account someone's ability to work with the senior leadership group.

Well given that there are two fan group-controlled shareholdings that's probably a pretty solid start for explaining why I used the plural "shareholders".

One of the other errors you made in your earlier post was to suggest that the PTFC Trust holds almost 70% of the shareholding in the Football Club. It's nowhere near that. It's just over 59%. And The Jags Trust holds just under 6%.

Again noted - Honestly never realised it was so low ~ which to be honest is a concern 😐

you have also said over 5% is considered a Main Shareholder & The Jags Trust in essence vote as part of the Thistle Trust rather than separately  

still not convinced on the Senior Leadership thing ( but its not that important in the Grand Scale )  

[Woodstock Jag]

Just now, Jordanhill Jag said:

Again noted - Honestly never realised it was so low ~ which to be honest is a concern 😐

All set out transparently in the Fans' Guide to the Tranche 2 Investment almost 2 years ago.

Just now, Jordanhill Jag said:

you have also said over 5% is considered a Main Shareholder & The Jags Trust in essence vote as part of the Thistle Trust rather than separately  

It is entirely a matter for The Jags Trust how it votes at General Meetings. They are a separate shareholder in their own right.

Just now, Jordanhill Jag said:

still not convinced on the Senior Leadership thing ( but its not that important in the Grand Scale )  

It is important. At a football club the key decision-makers are not just the Board of Directors. A lot of operational and strategic decisions are delegated to senior managers, on both the footballing and non-footballing side. We literally have a Sporting Director who deals with player recruitment and how the wider football budget is spent. The Club has at various points had a CEO/GM role to oversee and develop the non-footballing part of the business day-to-day.

Those people are important ones for any Club Board member to be able to work effectively with, because they will be the people giving effect to their strategy or plan. In any organisation you would seek to appoint directors who can work constructively with and get the best out of the people in those positions.

Similarly, it is important that a Club Board member is able to work effectively with those shareholders (plural) who need to agree to the things they want to do before they can be done. In the context of the finances of the football club, we know that both the Club-Trust Agreement and the Investment Agreement are relevant to this.

[Jordanhill Jag]

10 minutes ago, Woodstock Jag said:

All set out transparently in the Fans' Guide to the Tranche 2 Investment almost 2 years ago.

It is entirely a matter for The Jags Trust how it votes at General Meetings. They are a separate shareholder in their own right.

It is important. At a football club the key decision-makers are not just the Board of Directors. A lot of operational and strategic decisions are delegated to senior managers, on both the footballing and non-footballing side. We literally have a Sporting Director who deals with player recruitment and how the wider football budget is spent. The Club has at various points had a CEO/GM role to oversee and develop the non-footballing part of the business day-to-day.

Those people are important ones for any Club Board member to be able to work effectively with, because they will be the people giving effect to their strategy or plan. In any organisation you would seek to appoint directors who can work constructively with and get the best out of the people in those positions.

Similarly, it is important that a Club Board member is able to work effectively with those shareholders (plural) who need to agree to the things they want to do before they can be done. In the context of the finances of the football club, we know that both the Club-Trust Agreement and the Investment Agreement are relevant to this.

To an extent Yes - but there needs to be clear separation as Employees & Directors have different priorities. 

Its the "Shareholder" dynamics & groupings + inter-relationships bit that to be honest I missed & the 5% Threshold being considered a "Major Shareholder" by the Club with the influence that brings - 5% in the past did get you a place on the Board - so the % Shareholding is consistent with that 

So effectively there are four major shareholders who have a say  as the "Major Shareholders"  ~  Thistle Trust - Jags Trust - Donald Mclymont - David Copeland + any other Shareholder Group who decide to act in Concert to get above the 5%

- just need to find Shareholders to add 4.887% to my 0.113% to join my 5% Gang 😀  

And it now explains ( & confirms the reason ) on a number of things that were unclear previously    

[Woodstock Jag]

2 minutes ago, Jordanhill Jag said:

To an extent Yes - but there needs to be clear separation as Employees & Directors have different priorities.

No argument here on that.

2 minutes ago, Jordanhill Jag said:

Its the "Shareholder" dynamics & groupings + inter-relationships bit that to be honest I missed & the 5% Threshold being considered a "Major Shareholder" by the Club with the influence that brings - 5% in the past did get you a place on the Board - so the % Shareholding is consistent with that 

No that’s not what I said. You are overinterprering it. It was an acknowledgment that the PTFC Trust is not the only individual shareholder, in governance terms, that is relevant to what the Club Board can, and cannot, do, or in relation to statutory thresholds for the exercise of minority shareholder rights.

2 minutes ago, Jordanhill Jag said:

So effectively there are four major shareholders who have a say  as the "Major Shareholders"  ~  Thistle Trust - Jags Trust - Donald Mclymont - David Copeland + any other Shareholder Group who decide to act in Concert to get above the 5%

Good luck with your efforts to summon an EGM. I am sure you’ll get the 200 or so proxies you need.

 

[Jordanhill Jag]

11 minutes ago, Woodstock Jag said:

No argument here on that.

No that’s not what I said. You are overinterprering it. It was an acknowledgment that the PTFC Trust is not the only individual shareholder, in governance terms, that is relevant to what the Club Board can, and cannot, do, or in relation to statutory thresholds for the exercise of minority shareholder rights.

Good luck with your efforts to summon an EGM. I am sure you’ll get the 200 or so proxies you need.

 

Can I ask when this 5% rule regards Shareholder input to Governance was put in place ? 

And I'm assuming it was agreed with the Thistle Trust Trustees + voted on by the TJF Board & minuted 

I'm aware of the Class C Rights - however the 5% applies to all Shareholding Classes ( unless I've missed something ) 

[Woodstock Jag]

30 minutes ago, Jordanhill Jag said:

Can I ask when this 5% rule regards Shareholder input to Governance was put in place ? 

There is no "rule regards Shareholder input to Governance".

The Companies Act 2006 confers specific powers on shareholders comprising 5% or more of the voting share capital of all limited companies.

30 minutes ago, Jordanhill Jag said:

And I'm assuming it was agreed with the Thistle Trust Trustees + voted on by the TJF Board & minuted 

There is no rule. There is the Companies Act 2006, section 303, passed by Parliament.

30 minutes ago, Jordanhill Jag said:

I'm aware of the Class C Rights - however the 5% applies to all Shareholding Classes ( unless I've missed something ) 

You have. section 303 of the Companies Act 2006.

[Jordanhill Jag]

12 minutes ago, Woodstock Jag said:

There is no "rule regards Shareholder input to Governance".

The Companies Act 2006 confers specific powers on shareholders comprising 5% or more of the voting share capital of all limited companies.

There is no rule. There is the Companies Act 2006, section 303, passed by Parliament.

You have. section 303 of the Companies Act 2006.

In fairness never had to look at that bit of the Companies Act 🙂 - again thanks for the info 

[Jordanhill Jag]

35 minutes ago, Woodstock Jag said:

There is no "rule regards Shareholder input to Governance".

The Companies Act 2006 confers specific powers on shareholders comprising 5% or more of the voting share capital of all limited companies.

There is no rule. There is the Companies Act 2006, section 303, passed by Parliament.

You have. section 303 of the Companies Act 2006.

• Are not aligned to the shared goals of the main shareholders and the senior leadership group.

Ok I will put up your original statement so I don't misquote you - the reason Shareholders are in plural is that because it refers to Shareholders -who are above 5% as well as the Thistle Trust ( Majority Shareholder ) and they have an input or are consulted on Corporate Governance issues including Director appointments-  to ensure they match there "Shared Goals" ( I'm assuming the agreed  "Shared Goals"  of the Thistle Trust & these other Major Shareholders are written ~ and there is a copy available to all Shareholders ) 

This is split into Thistle Trust - Donald Mclymont - David Copeland - Jags Trust ( as a Shareholder in there own right ) - there was no requirement for the Thistle Trust to agree it ( or TJF Board to vote on it ) as the Shareholders with 5% have protected rights under the Section 303 of 2006 Companies Act 

But here is the thing - I can find no mention of protected rights beyond the ability to call a General Meeting in Section 303 for Shareholders with more than 5% - so why would they be forming part of a Grouping Regards suitability for Board Positions ? 

I'm assuming this is a Board Decision ( and your well versed in the Criteria to sit on the Board having stated the Conditions ) - so TJF Board & the Thistle Trust Trustees must have been involved - yet if I'm reading this correctly - No Vote or minutes to add these other Shareholders onto the Corporate Governance Consultation Group ? 

Prior to the last AGM - Trustees interviewed Directors to judge there suitability - No other Parties were involved - if other Parties were involved or have influence  - then that has to be declared to those being interviewed 

Yet its being implied that this always existed under Section 303 of the Companies Act ( which it doesn't ) 

Despite No one seemingly knowing about it

~ nor the input from Shareholders over 5% to Director Appointments being part of the process known  ?

Did these 5% Shareholders have a Vote in the process ?  - did they give a written submission as to there views on Suitability - were these third party views minuted ? 

Was it a simple phone call  saying "Nul Points" Eurovision Style -  or a Thumbs Up Thumbs Down text ~  like the Gladiators ? 

 

    

 

[Woodstock Jag]

1 hour ago, Jordanhill Jag said:

• Are not aligned to the shared goals of the main shareholders and the senior leadership group.

Ok I will put up your original statement so I don't misquote you - the reason Shareholders are in plural is that because it refers to Shareholders

No. You have misunderstood.

The reason "shareholders" is in plural is because there are two fan groups with shareholdings.

Those two fan groups are aligned in terms of the goals they have for the football club. Fortuitously, those goal also appear to be aligned with those of the other main shareholders (i.e. those with materially significant shareholdings with practical consequences, not those with nominal shareholdings).

The majority shareholder and other aligned shareholders want a senior leadership group in place at the football club (Club Board directors, senior staff) who are aligned to those goals: "shared goals".

1 hour ago, Jordanhill Jag said:

-who are above 5% as well as the Thistle Trust ( Majority Shareholder )

No, the 5% threshold is simply an example of one in company law that makes some shareholdings more significant than others.

1 hour ago, Jordanhill Jag said:

and they have an input or are consulted on Corporate Governance issues including Director appointments-

No, this is where you go wrong and have misunderstood.

Director appointments are made by the Club Board. The directors of the Club Board propose director appointments, by Club Board resolution.

Director appointments, the appointment of Preferred Directors aside (i.e. apart from Donald McClymont) are made subject to the consent of the majority shareholder, under the CTA. The Club Board therefore has to consult (and gain the agreement of) the trustees before proposing the appointment of any director.

Additionally, the Preferred Director, under the Articles of Association and Investment Agreement, has a veto over board appointments that would take the size of the Club Board beyond 8 directors.

1 hour ago, Jordanhill Jag said:

to ensure they match there "Shared Goals" ( I'm assuming the agreed  "Shared Goals"  of the Thistle Trust & these other Major Shareholders are written ~ and there is a copy available to all Shareholders ) 

The shared goals are set out in the strategic plan, business plan and budgets proposed by the Club Board and approved by the trustees from time to time under the CTA.

1 hour ago, Jordanhill Jag said:

This is split into Thistle Trust - Donald Mclymont - David Copeland - Jags Trust ( as a Shareholder in there own right ) - there was no requirement for the Thistle Trust to agree it ( or TJF Board to vote on it ) as the Shareholders with 5% have protected rights under the Section 303 of 2006 Companies Act 

Go and read section 303 of the Companies Act 2006. It says that 5% of voting share capital can summon an extraordinary general meeting. That's all it says.

1 hour ago, Jordanhill Jag said:

But here is the thing - I can find no mention of protected rights beyond the ability to call a General Meeting in Section 303 for Shareholders with more than 5% - so why would they be forming part of a Grouping Regards suitability for Board Positions ? 

They don't. I didn't say they did. You suggested they did. Erroneously.

1 hour ago, Jordanhill Jag said:

I'm assuming this is a Board Decision ( and your well versed in the Criteria to sit on the Board having stated the Conditions ) - so TJF Board & the Thistle Trust Trustees must have been involved - yet if I'm reading this correctly - No Vote or minutes to add these other Shareholders onto the Corporate Governance Consultation Group ? 

No, you are completely misunderstanding what I said. I did not say that other shareholders are consulted on Club Board appointments. They aren't.

The Club Board proposes board appointments, and it consults and seek the consent of the trustees to them.

And if a Club Board appointment would take the Club Board over 8 members, Donald McClymont then has a veto. By virtue of his shareholding.

1 hour ago, Jordanhill Jag said:

Prior to the last AGM - Trustees interviewed Directors to judge there suitability - No other Parties were involved - if other Parties were involved or have influence  - then that has to be declared to those being interviewed

The individual members of the Club Board indicated to the trustees their willingness (or otherwise) to serve as directors beyond the AGM.

The trustees appraised their performance and suitability and reached a view about which directors should continue and which ones should not.

This was communicated to the Club Board, and there were follow-on discussions about the wider implications of this (including thinking about further board recruitment beyond the AGM).

Individual directors then took a view on their own positions based on those discussions.

And the trustees voted to reappoint all of those directors who then sought reappointed at the AGM itself.

That was the process.

1 hour ago, Jordanhill Jag said:

Yet its being implied that this always existed under Section 303 of the Companies Act ( which it doesn't )

No it isn't. You have confused two different assertions.

There is the assertion I made, which is that a Club Board has to take into account shareholders representing more than 5% of voting share capital differently than those with much smaller shareholdings, because they have certain statutory rights, and this makes it desirable to have a positive relationship with those shareholders.

And then there is the assertion you made, which was totally made up, which is that somehow minority shareholders have some special consultation role on Club Board appointments. Which is false. The majority shareholder takes decisions as it sees fit and those minority shareholders vote at general meetings as they see fit.

1 hour ago, Jordanhill Jag said:

Despite No one seemingly knowing about it

Because it doesn't exist you've literally just made it up.

1 hour ago, Jordanhill Jag said:

~ nor the input from Shareholders over 5% to Director Appointments being part of the process known  ?

Because it doesn't exist you've literally just made it up.

1 hour ago, Jordanhill Jag said:

Did these 5% Shareholders have a Vote in the process ?  - did they give a written submission as to there views on Suitability - were these third party views minuted ? 

They weren't involved in the process you've literally just made it up.

1 hour ago, Jordanhill Jag said:

Was it a simple phone call  saying "Nul Points" Eurovision Style -  or a Thumbs Up Thumbs Down text ~  like the Gladiators ? 

They weren't involved in the process you've literally just made it up.

[Jordanhill Jag]

35 minutes ago, Woodstock Jag said:

No. You have misunderstood.

The reason "shareholders" is in plural is because there are two fan groups with shareholdings.

Those two fan groups are aligned in terms of the goals they have for the football club. Fortuitously, those goal also appear to be aligned with those of the other main shareholders (i.e. those with materially significant shareholdings with practical consequences, not those with nominal shareholdings).

The majority shareholder and other aligned shareholders want a senior leadership group in place at the football club (Club Board directors, senior staff) who are aligned to those goals: "shared goals".

No, the 5% threshold is simply an example of one in company law that makes some shareholdings more significant than others.

No, this is where you go wrong and have misunderstood.

Director appointments are made by the Club Board. The directors of the Club Board propose director appointments, by Club Board resolution.

Director appointments, the appointment of Preferred Directors aside (i.e. apart from Donald McClymont) are made subject to the consent of the majority shareholder, under the CTA. The Club Board therefore has to consult (and gain the agreement of) the trustees before proposing the appointment of any director.

Additionally, the Preferred Director, under the Articles of Association and Investment Agreement, has a veto over board appointments that would take the size of the Club Board beyond 8 directors.

The shared goals are set out in the strategic plan, business plan and budgets proposed by the Club Board and approved by the trustees from time to time under the CTA.

Go and read section 303 of the Companies Act 2006. It says that 5% of voting share capital can summon an extraordinary general meeting. That's all it says.

They don't. I didn't say they did. You suggested they did. Erroneously.

No, you are completely misunderstanding what I said. I did not say that other shareholders are consulted on Club Board appointments. They aren't.

The Club Board proposes board appointments, and it consults and seek the consent of the trustees to them.

And if a Club Board appointment would take the Club Board over 8 members, Donald McClymont then has a veto. By virtue of his shareholding.

The individual members of the Club Board indicated to the trustees their willingness (or otherwise) to serve as directors beyond the AGM.

The trustees appraised their performance and suitability and reached a view about which directors should continue and which ones should not.

This was communicated to the Club Board, and there were follow-on discussions about the wider implications of this (including thinking about further board recruitment beyond the AGM).

Individual directors then took a view on their own positions based on those discussions.

And the trustees voted to reappoint all of those directors who then sought reappointed at the AGM itself.

That was the process.

No it isn't. You have confused two different assertions.

There is the assertion I made, which is that a Club Board has to take into account shareholders representing more than 5% of voting share capital differently than those with much smaller shareholdings, because they have certain statutory rights, and this makes it desirable to have a positive relationship with those shareholders.

And then there is the assertion you made, which was totally made up, which is that somehow minority shareholders have some special consultation role on Club Board appointments. Which is false. The majority shareholder takes decisions as it sees fit and those minority shareholders vote at general meetings as they see fit.

Because it doesn't exist you've literally just made it up.

Because it doesn't exist you've literally just made it up.

They weren't involved in the process you've literally just made it up.

They weren't involved in the process you've literally just made it up.

Thanks for your various responses - there were certain aspects of the Director appointment process + inter- relationships with various Shareholders- which you have now been clarified. 

As mentioned to another poster - I have many faults - however despite social media appearances - Stupidity isn't one of them. 

 

[partickthedog]

It looks like we have consensus in idem, and this thread can be drawn to a close.

Merry Christmas. War is over. All is quiet on the Western Front.

[Albert's Ghost]

23 hours ago, Albert's Ghost said:

JLo has 8.08%.  I pointed that out recently, on one of your tedious threads.

Update - it would seem that David Copeland now owns JLo's 8.08%; bought (or received) on 01-JUN-26.  This from Confirmation Statement of 16-JUL-26 on Companies House.

[a f kincaid]

12 hours ago, partickthedog said:

It looks like we have consensus in idem, and this thread can be drawn to a close.

Merry Christmas. War is over. All is quiet on the Western Front.

If only that were true!

[Albert's Ghost]

4 minutes ago, a f kincaid said:

If only that were true!

Sorry - I was just issuing a correction.  Hate to be seen spreading duff gen!

[Woodstock Jag]

3 hours ago, Albert's Ghost said:

Update - it would seem that David Copeland now owns JLo's 8.08%; bought (or received) on 01-JUN-26.  This from Confirmation Statement of 16-JUL-26 on Companies House.

Not quite right. But for a very subtle and forgivable reason that could easily be missed comparing between the Confirmation Statements.

£60k of the £500k of Tranche 2 was only formally incepted relatively recently. So while I think it was 8.08% for a while, the relevant shareholding is now worth slightly under 8% once those extra shares are taken into account.

Tables for reference, any errors mine etc.

[Albert's Ghost]

Thanks again WJ.  You'd think the erasure of JLo would have been big news.  Evidently not.

[partickthedog]

1 hour ago, Woodstock Jag said:

Not quite right. But for a very subtle and forgivable reason that could easily be missed comparing between the Confirmation Statements.

£60k of the £500k of Tranche 2 was only formally incepted relatively recently. So while I think it was 8.08% for a while, the relevant shareholding is now worth slightly under 8% once those extra shares are taken into account.

Tables for reference, any errors mine etc.

Interesting to note that Gary Mackay Steven, aka Lord Kelvin, is a long term shareholder.

[Barney Rubble]

52 minutes ago, partickthedog said:

Interesting to note that Gary Mackay Steven, aka Lord Kelvin, is a long term shareholder.

Finally the truth why GMS was swimming in the Kelvin back in 2017!!!

[lady-isobel-barnett]

11 minutes ago, Barney Rubble said:

Finally the truth why GMS was swimming in the Kelvin back in 2017!!!

Did he hear that the stock was being floated?

[The Legend Blows]

I see the JJ v WJ slugfest is still ongoing at 12 pages. Hopefully one of you will get punch-drunk and put this thread to bed once and for all. Sadly I don't think so and my money is on 30+ pages of counteractive comments that result in a zero positive outcome for both.

People dip in with comments but ultimately this thread is a waste of time. TJF/PTFC will always outmuscle any individual. Ultimately the vast majority of fans don't and won't care until the club folds and then there will be a collective wailing and gnashing of teeth.

Keep shouting JJ, I'm all for it, but it's a waste of time. You're the Count Binface of Maryhill. He wears a Bin, you wear a Panama.

(I suppose that makes TJF Farage, 🤨)

[eljaggo]

It's been 12 hours since the last post on this thread.  What on earth's going on?

[jaggy]

Shhhhh! 🤫

[lady-isobel-barnett]

https://www.theoldie.co.uk/media/articles/_articleCarousel/aaChristmas_Truce_3.jpg

[Lambies Lost Doo]

Who is David Copeland? Did an internet search but it came up with a very scary man in prison.

[allyo]

21 hours ago, The Legend Blows said:

I see the JJ v WJ slugfest is still ongoing at 12 pages. Hopefully one of you will get punch-drunk and put this thread to bed once and for all. Sadly I don't think so and my money is on 30+ pages of counteractive comments that result in a zero positive outcome for both.

People dip in with comments but ultimately this thread is a waste of time. TJF/PTFC will always outmuscle any individual. Ultimately the vast majority of fans don't and won't care until the club folds and then there will be a collective wailing and gnashing of teeth.

Keep shouting JJ, I'm all for it, but it's a waste of time. You're the Count Binface of Maryhill. He wears a Bin, you wear a Panama.

(I suppose that makes TJF Farage, 🤨)

 

9 hours ago, eljaggo said:

It's been 12 hours since the last post on this thread.  What on earth's going on?

There seems to be a market for this stuff