The Queen of the South thread

[JTulip]

Brother Grimm: one safeguard would be that if it was felt that the elected person was not carrying out their duties responsibly the Trust committee has the power to remove a Trust membership at any time. This would therefore effectively end that persons role as director and a new election would be held.

[JTulip]

Mr X: communication is one very important aspect and the club have obviously stepped this up massively in the last few weeks. I think this has been a great improvement. The Trust would look to maintain that level and help where possible and improve on it where possible.

The type of information is very important also. Was very surprised at recent slo meeting that when asked by someone how many Junior blues there are neither the director or slo could answer. These should be well known and shared as key indicators of the health of the club and how it is performing and identifying the areas that need addressed.

[Guest TOPFITTER]

Can anyone enlighten me as to the harm the Directors feel a Supporters Director/Supporters Representative would cause to the running of the Club? At worst the Director/Rep would have one vote that would easily be out-voted. Or is the problem deeper or darker would he/she be privy to to the in depth workings and perhaps uncover something the current Directors wish to remain hidden?

Those wishing to obtain a New Director position as far as I can see have been supportive and pro-active towards the Club and at it's inception actively encouraged by the then Directors, why when two of the present Directors were in position when the Save Our South campaign was required would they see a Supporters Director as UNHELPFUL???

Seems to me a little odd at the least !!!

[JessieField]

13 hours ago, JTulip said:

No names. If successful it would be open to all Trust members to put themselves forward.

"We also draw to your attention that if item 4 is passed by the members, the requirement of Article

11 of the company Articles of Association for any director to own at least 250 shares in their own

right still stands. It is presently still possible for the Queen of the South Supporters Society Limited

itself to be nominated as a Corporate Director as it owns more than 250 shares, though the UK

Government is seeking to legally bar such corporate appointments. A ban on corporate directors had

been due to come into force in October 2016 but has presently been deferred for an unknown period

of time." I would like to know how confidential Board information would be handled by the Trust Director, if appointed.

[JessieField]

51 minutes ago, JTulip said:

Brother Grimm: one safeguard would be that if it was felt that the elected person was not carrying out their duties responsibly the Trust committee has the power to remove a Trust membership at any time. This would therefore effectively end that persons role as director and a new election would be held.

Is there not a possible "conflict of interests" here? If the elected person is privy to confidential information and doesn't inform the Trust of such info, he can be "removed" for not sharing the said info with his fellow Trust members?

[Guest TOPFITTER]

1 minute ago, JessieField said:

"We also draw to your attention that if item 4 is passed by the members, the requirement of Article

11 of the company Articles of Association for any director to own at least 250 shares in their own

right still stands. It is presently still possible for the Queen of the South Supporters Society Limited

itself to be nominated as a Corporate Director as it owns more than 250 shares, though the UK

Government is seeking to legally bar such corporate appointments. A ban on corporate directors had

been due to come into force in October 2016 but has presently been deferred for an unknown period

of time." I would like to know how confidential Board information would be handled by the Trust Director, if appointed.

I would assume they would be governed by the same Company Directors Rules as Misters Blount, Patterson and Hewitson. Are you suggesting something untoward or that the Current directors are above reproach and a new one may not be ???

[JessieField]

Just now, TOPFITTER said:

I would assume they would be governed by the same Company Directors Rules as Misters Blount, Patterson and Hewitson. Are you suggesting something untoward or that the Current directors are above reproach and a new one may not be ???

No, I'm wondering how they would handle confidential business information, given that they can be "removed" by the Trust apparently at the drop of a hat.

[Guest TOPFITTER]

Just now, JessieField said:

No, I'm wondering how they would handle confidential business information, given that they can be "removed" by the Trust apparently at the drop of a hat.

I wonder which way you will be voting

[JessieField]

1 minute ago, TOPFITTER said:

I wonder which way you will be voting

[JessieField]

14 hours ago, JTulip said:

No names. If successful it would be open to all Trust members to put themselves forward.

Here are some pertinent points for consideration by any aspiring Trust director -

Directors

When you are appointed a director of a company you become an officer with extensive legal responsibilities. For a director of an incorporated body, the Companies Act 2006 sets out a statement of your general duties. This statement codifies the existing ‘common law’ rules and equitable principles relating to the obligations of company directors that have developed over time. Common law had focused on the interests of shareholders. The Companies Act 2006 highlights the connection between what constitutes the good of your company and a consideration of its wider corporate social responsibilities.

The legislation requires that directors act in the interests of their company and not in the interests of any other parties (including shareholders). Even sole director/shareholder companies must consider the implications by not putting their own interests above those of the company.

The aim of the codification of directors’ duties in the Companies Act 2006 is to make the law more consistent and accessible.

The Act outlines seven statutory directors' duties, which also need to be considered for shadow directors. These are detailed below.

Duty to act within their powers

As a company director, you must act only in accordance with the company’s constitution, and must only exercise your powers for the purposes for which they were conferred.

Duty to promote the success of the company

You must act in such a way that you feel would be most likely to promote the success of the company (ie its long-term increase in value), for the benefit of its members as a whole. This is often called the ‘enlightened shareholder value’ duty. However, you must also consider a number of other factors, including:

• the likely long-term consequences of any decision
• the interests of company employees
• fostering the company's business relationships with suppliers, customers and others
• the impact of operations on the community and environment
• maintaining a reputation for high standards of business conduct
• the need to act fairly as between members of the company.

Duty to exercise independent judgment

You have an obligation to exercise independent judgment. This duty is not infringed by acting in accordance with an agreement entered into by the company which restricts the future exercise of discretion by its directors, or by acting in a way which is authorised by the company’s constitution.

Duty to exercise reasonable care, skill and diligence

This duty codifies the common law rule of duty of care and skill, and imposes both ‘subjective’ and ‘objective’ standards. You must exercise reasonable care, skill and diligence using your own general knowledge, skill and experience (subjective), together with the care, skill and diligence which may reasonably be expected of a person who is carrying out the functions of a director (objective). So a director with significant experience must exercise the appropriate level of diligence in executing their duties, in line with their higher level of expertise.

Duty to avoid conflicts of interest

This dictates that, as a director, you must avoid a situation in which you have, or may have, a direct or indirect interest which conflicts, or could conflict, with the interests of the company.

This duty applies in particular to a transaction entered into between you and a third party, in relation to the exploitation of any property, information or opportunity. It does not apply to a conflict of interest which arises in relation to a transaction or arrangement with the company itself.

This clarifies the previous conflict of interest provisions, and makes it easier for directors to enter into transactions with third parties by allowing directors not subject to any conflict on the board to authorise them, as long as certain requirements are met.

Duty not to accept benefits from third parties

Building on the established principle that you must not make a secret profit as a result of being a director, this duty states that you must not accept any benefit from a third party (whether monetary or otherwise) which has been conferred because of the fact that you are a director, or as a consequence of taking, or not taking, a particular action as a director.

This duty applies unless the acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.

Duty to declare interest in a proposed transaction or arrangement

Any company director who has either a direct or an indirect interest in a proposed transaction or arrangement with the company must declare the ‘nature and extent’ of that interest to the other directors, before the company enters into the transaction or arrangement. A further declaration is required if this information later proves to be, or becomes either incomplete or inaccurate.

The requirement to make a disclosure also applies where directors 'ought reasonably to be aware' of any such conflicting interest.

However, the requirement does not apply where the interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or where other directors are already aware (or 'ought reasonably to be aware') of the interest.

Enforcement and penalties

The Companies Act states that they will be enforced in the same way as the Common Law, although under Company Law. As a result there are no penalties in the Companies Act 2006 for failing to undertake the above duties correctly.

Enforcement is via an action against the director for breach of duty. Currently such an action can only be brought by:

• the company itself (ie the Board or the members in a general meeting) deciding to commence proceedings; or
• a liquidator when the company is in liquidation.
• an individual shareholder can take action against a director for breach of duty. This is known as a derivative action and can be taken for any act of omission (involving negligence), default or breach of duty or trust.

Where the company is controlled by the directors these actions are unlikely.

 

[JessieField]

2 hours ago, JTulip said:

Brother Grimm: one safeguard would be that if it was felt that the elected person was not carrying out their duties responsibly the Trust committee has the power to remove a Trust membership at any time. This would therefore effectively end that persons role as director and a new election would be held.

Does the highlighted section indicate that the Trust director is primarily responsible to the Trust rather than the Company?                                                                                          The legislation requires that directors act in the interests of their company and not in the interests of any other parties (including shareholders).

[kirkyblue2]

It's Queen of the South not Apple.

[Homer Thompson]

2 hours ago, JTulip said:

Mr X: communication is one very important aspect and the club have obviously stepped this up massively in the last few weeks. I think this has been a great improvement. The Trust would look to maintain that level and help where possible and improve on it where possible.

The type of information is very important also. Was very surprised at recent slo meeting that when asked by someone how many Junior blues there are neither the director or slo could answer. These should be well known and shared as key indicators of the health of the club and how it is performing and identifying the areas that need addressed.

Thanks for the reply

I would have thought that the Trust could achieve the first part without having a director on the board, though. Does the trust see a supporters director helping the club with general communication, and if so how, or does it see their primary role as relating things from the boardroom back to the Trust members?

[JessieField]

26 minutes ago, kirkyblue2 said:

It's Queen of the South not Apple.

Correct, but Queen of the South are a Company and liable to legal requirements, you can't just ignore the responsibilities.

[Nithsdale Wanderer]

The usual nonsense that surfaces around this time of year.

I am not a shareholder, just a mere supporter of  almost 50 years and consider the Club to being well run - both football and non-football activities - and that the Chairman and Board of Directors should be congratulated for the positive profile the Club has in the community and the wider football world despite the snipers out there who seem constantly consumed by a 'them' and 'us' mentality.

Topfitter, I think you need to be careful as it seems to me you are treading a fine line with the ludicrous implications towards the Board.

You have though, perhaps inadvertently, strongly made the point of how irrelevant a new 'fan' appointment would be as they could be easily out-voted by the 'establishment' as you see it.  Their participation would therefore be completely token and would serve only to give a feeling of self-importance and belonging to the individual concerned.

Status Quo for me !

[kirkyblue2]

1 hour ago, JessieField said:

Correct, but Queen of the South are a Company and liable to legal requirements, you can't just ignore the responsibilities.

I understand that but they are not making huge deals or paying out dividends or have loads of employees. 

[JTulip]

[JTulip]

In April 2011 the Board of Directors issued a Statement on the official Queens site which included the following:

'We have continued dialogue with the reinvigorated Queen of the South Supporters Trust on an ongoing basis since March and fully intend to continue to do so productively moving forward. If it is felt advantageous in time for a Trust representative to join the Board of Directors we will certainly not prevent it.'

We now have 5 of the biggest supporter groups, with a combined membership of over 500 members, in favour of it.

[JessieField]

3 minutes ago, JTulip said:

In April 2011 the Board of Directors issued a Statement on the official Queens site which included the following:

'We have continued dialogue with the reinvigorated Queen of the South Supporters Trust on an ongoing basis since March and fully intend to continue to do so productively moving forward. If it is felt advantageous in time for a Trust representative to join the Board of Directors we will certainly not prevent it.'

We now have 5 of the biggest supporter groups, with a combined membership of over 500 members, in favour of it.

The decision will rest with the shareholders.

[JessieField]

47 minutes ago, kirkyblue2 said:

I understand that but they are not making huge deals or paying out dividends or have loads of employees. 

Doesn't matter the size of the Company, the Directors have the same legal responsibilities as a giant Company.