| Future dividends and the Trust 10:23 - Dec 8 with 5705 views | exiledclaseboy |
Following on from some comments in another thread about the Trust and how it takes decisions, a hypothetical question. If the Board decided to pay itself further dividends in the future, how should the Trust vote? And further to that, should the Trust's board take the decision on our behalf or should there be a vote of members to decide how the Supporter Director should vote? |  |
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| Future dividends and the Trust on 17:52 - Dec 8 with 973 views | Phil_S |
| Future dividends and the Trust on 17:46 - Dec 8 by jackonicko |
I had forgotten the UEFA requirement. However my suggestion is that this should NOT be a role for the SD. Why should a volunteer take on a UEFA mandated requirement? If its required, then the role should be paid. Darren amplifies my point, Huw has a business too so thus is yet another draw on his time.
I accept the boundaries between the SLO and the SD roles are blurred, but this is why the role of the SD needs to be better defined. A volunteer taking on so much for what is a £60m+ turnover business is wrong.
However I don't think this challenge is insurmountable. The SLO has a wider remit. The SD represents the 21% stake in the club held by the trust on behalf of its members. The trust board gathers the collective view of the members and the SD takes that consensus to board meetings. The rest of his current responsibilities are fluff that clouds that primary responsibility. |
Ah apologies I misunderstood you on that one. It's a tricky one for me though as I believe the SD role and SLO role could be pretty much the same thing providing the remit given to the SLO is to feed back directly to the board in terms of the views of the fans etc.
I cant remember whether it was your post or one from ECB or Uxbridge but the difficulty now about the SD role is the time consuming element of it. Very few could give it the time that it almost seems to need. I think over the years the role has developed and the goodwill of the occupant has been stretched at times to become almost a full time role which very few could offer the time to! |  | | |
| Future dividends and the Trust on 17:55 - Dec 8 with 945 views | Shaky |
| Future dividends and the Trust on 17:52 - Dec 8 by Phil_S |
Ah apologies I misunderstood you on that one. It's a tricky one for me though as I believe the SD role and SLO role could be pretty much the same thing providing the remit given to the SLO is to feed back directly to the board in terms of the views of the fans etc.
I cant remember whether it was your post or one from ECB or Uxbridge but the difficulty now about the SD role is the time consuming element of it. Very few could give it the time that it almost seems to need. I think over the years the role has developed and the goodwill of the occupant has been stretched at times to become almost a full time role which very few could offer the time to! |
Assuming the SD is the supporters' director, doesn't he get paid directors' fees from the club?
And if so how much are they? |  |
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| Future dividends and the Trust on 17:57 - Dec 8 with 935 views | exiledclaseboy |
| Future dividends and the Trust on 17:55 - Dec 8 by Shaky |
Assuming the SD is the supporters' director, doesn't he get paid directors' fees from the club?
And if so how much are they? |
I would hope the Supporter Director doesn't get any kind of paid remuneration from the club. If he does, that's clearly a conflict of interest. | |
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| Future dividends and the Trust on 17:59 - Dec 8 with 926 views | Shaky |
| Future dividends and the Trust on 17:57 - Dec 8 by exiledclaseboy |
I would hope the Supporter Director doesn't get any kind of paid remuneration from the club. If he does, that's clearly a conflict of interest. |
It is normal to get paid fees for being a director.
And I would go further; if as Phil suggests there is a requirement to spend considerable time on this role, why not consider making this more of a day job with a bigger payment from the club, assuming that the SD is properly accountable to the Trust membership. | |
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| Future dividends and the Trust on 18:00 - Dec 8 with 925 views | jackonicko |
| Future dividends and the Trust on 17:52 - Dec 8 by Phil_S |
Ah apologies I misunderstood you on that one. It's a tricky one for me though as I believe the SD role and SLO role could be pretty much the same thing providing the remit given to the SLO is to feed back directly to the board in terms of the views of the fans etc.
I cant remember whether it was your post or one from ECB or Uxbridge but the difficulty now about the SD role is the time consuming element of it. Very few could give it the time that it almost seems to need. I think over the years the role has developed and the goodwill of the occupant has been stretched at times to become almost a full time role which very few could offer the time to! |
I'm not clear enough on the role of the SLO to say for sure, to be completely honest.
But I agree that the primary function of the SD role has been diluted, and really that happened quite a few years ago. But the club has changed too.
my view is that it needs to get back to its It fiduciary core; to represent the contributions of trust members, and nothing more. However the goodwill of the SD to date has now turned it into something that now severely inhibits future volunteers from taking it on and makes unfair demands of our current one. |  | | |
| Future dividends and the Trust on 18:00 - Dec 8 with 922 views | Uxbridge |
| Future dividends and the Trust on 17:57 - Dec 8 by exiledclaseboy |
I would hope the Supporter Director doesn't get any kind of paid remuneration from the club. If he does, that's clearly a conflict of interest. |
Wouldn't go as far as to say conflict of interest but the scope of the position and whether renumeration is appropriate needs to be defined. |  |
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| Future dividends and the Trust on 18:06 - Dec 8 with 900 views | jackonicko |
| Future dividends and the Trust on 17:59 - Dec 8 by Shaky |
It is normal to get paid fees for being a director.
And I would go further; if as Phil suggests there is a requirement to spend considerable time on this role, why not consider making this more of a day job with a bigger payment from the club, assuming that the SD is properly accountable to the Trust membership. |
No it is not. Absolutely not.
Our directors for many years now worked unpaid. That rightfully changed with a contract for Huw. It has now extended with a contract for our commercial director. We have never been told whether the other directors get paid - lets see what the next accounts show when they are published in about February.
But the SD is there to represent the Supporters Trust. It was elected as a vocational role. It was elected to represent our views as shareholders in the club. There are no grounds to change that position without a trust vote. And it is arguable he should be paid by the trust funds rather than club ones if we were to change that. | | | |
| Future dividends and the Trust on 18:10 - Dec 8 with 891 views | exiledclaseboy |
| Future dividends and the Trust on 18:06 - Dec 8 by jackonicko |
No it is not. Absolutely not.
Our directors for many years now worked unpaid. That rightfully changed with a contract for Huw. It has now extended with a contract for our commercial director. We have never been told whether the other directors get paid - lets see what the next accounts show when they are published in about February.
But the SD is there to represent the Supporters Trust. It was elected as a vocational role. It was elected to represent our views as shareholders in the club. There are no grounds to change that position without a trust vote. And it is arguable he should be paid by the trust funds rather than club ones if we were to change that. |
Agree with this. I can't see how the Supporter Director could be properly representing the views of the fans while taking a payment from the Club itself. | |
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| Future dividends and the Trust on 18:15 - Dec 8 with 881 views | Shaky |
| Future dividends and the Trust on 18:10 - Dec 8 by exiledclaseboy |
Agree with this. I can't see how the Supporter Director could be properly representing the views of the fans while taking a payment from the Club itself. |
It all boils down to accountability, and setting up the correct legal mechanisms.
Edit: Furthermore, the establishment of such mechanisms would have the added benefit of creating much greater transparency in the decision making process.
And BTW board fees are bog standard affairs in any reasonable sized business. [Post edited 8 Dec 2013 18:19]
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| Future dividends and the Trust on 18:20 - Dec 8 with 871 views | jackonicko |
| Future dividends and the Trust on 18:15 - Dec 8 by Shaky |
It all boils down to accountability, and setting up the correct legal mechanisms.
Edit: Furthermore, the establishment of such mechanisms would have the added benefit of creating much greater transparency in the decision making process.
And BTW board fees are bog standard affairs in any reasonable sized business. [Post edited 8 Dec 2013 18:19]
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That's the words of a management consultant. Ultimately meaningless, but sounds good. We could throw in 'appropriate governance' for good measure.
Payment for a vocational role like this means it's no longer vocational. Unfortunately, this distinction got blurred a long time before Phil took over the chairmanship. Decide on that and then you can worry about legal mechanisms.
EDIT: I wrote the above before your edit. Transparency is another good MC word. Well done! [Post edited 8 Dec 2013 18:21]
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| Future dividends and the Trust on 18:21 - Dec 8 with 869 views | Uxbridge |
| Future dividends and the Trust on 18:10 - Dec 8 by exiledclaseboy |
Agree with this. I can't see how the Supporter Director could be properly representing the views of the fans while taking a payment from the Club itself. |
Depends whether part of the remit. I've got some sympathy for a payment if Trust membership agree it should be a full time role and specific responsibilities such as the liaison role were within it. However I think that's a discussion that needs to be had. | |
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| Future dividends and the Trust on 18:23 - Dec 8 with 865 views | exiledclaseboy |
Once we start talking about agile delivery I'm out...
Anyway, at the risk of repeating myself, perception is as important as legality in this context. The Supporter Director as far as I understand the role is to take the views of the fans via the Trust and represent those views on the SCFC board. He's not employed by the club and shouldn't be paid by the club. If he's to be paid by any body at all it should be the Trust, as Jackonicko suggested. | |
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| Future dividends and the Trust on 18:33 - Dec 8 with 865 views | Shaky |
| Future dividends and the Trust on 18:20 - Dec 8 by jackonicko |
That's the words of a management consultant. Ultimately meaningless, but sounds good. We could throw in 'appropriate governance' for good measure.
Payment for a vocational role like this means it's no longer vocational. Unfortunately, this distinction got blurred a long time before Phil took over the chairmanship. Decide on that and then you can worry about legal mechanisms.
EDIT: I wrote the above before your edit. Transparency is another good MC word. Well done! [Post edited 8 Dec 2013 18:21]
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To dismiss the possibility of the existence of transparency and accountability is silly.
Or to put it in another way, do you believe that the current SD is accountable to the Trust membership, and that the whole decision making process is obvious to them? | |
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| Future dividends and the Trust on 18:37 - Dec 8 with 834 views | Phil_S |
Should there be a reclaim of expenses for loss of earnings for directors?
This post has been edited by an administrator | | | |
| Future dividends and the Trust on 18:41 - Dec 8 with 818 views | jackonicko |
| Future dividends and the Trust on 18:33 - Dec 8 by Shaky |
To dismiss the possibility of the existence of transparency and accountability is silly.
Or to put it in another way, do you believe that the current SD is accountable to the Trust membership, and that the whole decision making process is obvious to them? |
I don't dismiss it. And I think the role of the SD could be 'clearer' and more 'transparent' as to how he represents our views to the club board of directors.
But you raised these points in a completely different context, as a meaningless answer to how the SD could in future be paid by the club. And in the context that such fees for directors are perfectly normal.
I'm with ECB on this one. Unless the trust members determine that the nature and role of the SD should change, there is no governance, mechanism, legal process, transparency, committee, forum or any other that can make such an eventuality "perfectly normal". | | | |
| Future dividends and the Trust on 18:43 - Dec 8 with 804 views | exiledclaseboy |
| Future dividends and the Trust on 18:37 - Dec 8 by Phil_S |
Should there be a reclaim of expenses for loss of earnings for directors?
This post has been edited by an administrator |
We're not talking about directors in general, we're talking about the supporter director. | |
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| Future dividends and the Trust on 18:45 - Dec 8 with 800 views | jackonicko |
| Future dividends and the Trust on 18:37 - Dec 8 by Phil_S |
Should there be a reclaim of expenses for loss of earnings for directors?
This post has been edited by an administrator |
Would there be a loss of earnings if the role was more tightly defined? Would it be minimised sufficiently that someone could 'volunteer' knowing that there would be an acceptably immaterial impact on their earnings, such that they were prepared to take it on?
I accept that is not the case now - hence the need for a substantive discussion about what the role is.
Reclaim of out of pocket expenses is entirely appropriate though. | | | |
| Future dividends and the Trust on 18:47 - Dec 8 with 792 views | Phil_S |
| Future dividends and the Trust on 18:45 - Dec 8 by jackonicko |
Would there be a loss of earnings if the role was more tightly defined? Would it be minimised sufficiently that someone could 'volunteer' knowing that there would be an acceptably immaterial impact on their earnings, such that they were prepared to take it on?
I accept that is not the case now - hence the need for a substantive discussion about what the role is.
Reclaim of out of pocket expenses is entirely appropriate though. |
Probably not but I guess that the role has grown as the club grew and - until the past few years - everything was done on a volunteer basis
It probably needs a wider review than just the role of the SD? | | | |
| Future dividends and the Trust on 19:08 - Dec 8 with 757 views | Uxbridge |
| Future dividends and the Trust on 18:47 - Dec 8 by Phil_S |
Probably not but I guess that the role has grown as the club grew and - until the past few years - everything was done on a volunteer basis
It probably needs a wider review than just the role of the SD? |
The director's roles and how appointments are made definitely needs review IMO. People seem to have drifted into roles, sometimes paid, simply by being there rather than anything else. | |
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| Future dividends and the Trust on 19:14 - Dec 8 with 754 views | Shaky |
| Future dividends and the Trust on 18:41 - Dec 8 by jackonicko |
I don't dismiss it. And I think the role of the SD could be 'clearer' and more 'transparent' as to how he represents our views to the club board of directors.
But you raised these points in a completely different context, as a meaningless answer to how the SD could in future be paid by the club. And in the context that such fees for directors are perfectly normal.
I'm with ECB on this one. Unless the trust members determine that the nature and role of the SD should change, there is no governance, mechanism, legal process, transparency, committee, forum or any other that can make such an eventuality "perfectly normal". |
"But you raised these points in a completely different context, as a meaningless answer to how the SD could in future be paid by the club. "
Nope, I raised them as a key objective of a process that by definition must be considerably more complex than a message board discussion.
Realise also that the situation frequently arises in say a joint venture or company with minority strategic investors, that directors so appointed may face a conflict with their fiduciary duties. In terms of company law this territory has been well trodden.
However, figuring out a workable solution requires a great deal of thought, and as I see it the encouraging factor is that Phil seems to be open to exploring all this. | |
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| Future dividends and the Trust on 20:24 - Dec 8 with 713 views | NOTRAC |
The original question related to dividends.It is important not to confuse this with remuneration.Dividends are paid to shareholders, and to nobody else.It is the shareholders who own the club.Remuneration can be paid to anyone,including directors who do not necessarily own shares in the club.
For the future of Swansea it is vital that the shareholders remain those loyal fans who originally invested and bought those shares for the love of the Club.
Because of the unbelievable success , and incredible money now involved,those original shares are now worth a fortune.As the club continues to be successful and remains in the Premiership, there is a greater and greater chance that the shareholders could be approached for their shares, making them overnight millionaires,but thereby destroying the original concept of the club "owned by fans for the fans."
To avoid this it is necessary, whilst the club is successful, to reward those shareholders by way of dividends, to ease the temptation of a quick sale.
The first major dividends only rewarded the original shareholders by ,in reality, repaying their original investments.It is only right and proper that they should receive additional rewards for remaining loyal shareholders, if the club continues to be successful.
The position of the Trust is slightly different.They will receive a 21per cent share of future dividends, but these cannot be used to reward any individual.The money received cannot be reinvested in shares as this would not be allowed as it would dilute the value of the other shareholders.
So the big question is what happens to the money received by the Trust from dividends.By retaining the money as an investment, it could help to avoid a disaster situation if the club relapsed and needed cash in the future to avoid liquidation.
But this is a negative solution and may not succeed anyway dependent upon the amount and nature of the disaster.
Should it therefore be spent ,and if so in what way.
There is no doubt that the Trusts responsibilities have been changed considerably by the payment of dividends.It needs very careful thought and plenty of professional advise as to the best way forward. |  |
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| Future dividends and the Trust on 20:48 - Dec 8 with 677 views | Uxbridge |
| Future dividends and the Trust on 20:24 - Dec 8 by NOTRAC |
The original question related to dividends.It is important not to confuse this with remuneration.Dividends are paid to shareholders, and to nobody else.It is the shareholders who own the club.Remuneration can be paid to anyone,including directors who do not necessarily own shares in the club.
For the future of Swansea it is vital that the shareholders remain those loyal fans who originally invested and bought those shares for the love of the Club.
Because of the unbelievable success , and incredible money now involved,those original shares are now worth a fortune.As the club continues to be successful and remains in the Premiership, there is a greater and greater chance that the shareholders could be approached for their shares, making them overnight millionaires,but thereby destroying the original concept of the club "owned by fans for the fans."
To avoid this it is necessary, whilst the club is successful, to reward those shareholders by way of dividends, to ease the temptation of a quick sale.
The first major dividends only rewarded the original shareholders by ,in reality, repaying their original investments.It is only right and proper that they should receive additional rewards for remaining loyal shareholders, if the club continues to be successful.
The position of the Trust is slightly different.They will receive a 21per cent share of future dividends, but these cannot be used to reward any individual.The money received cannot be reinvested in shares as this would not be allowed as it would dilute the value of the other shareholders.
So the big question is what happens to the money received by the Trust from dividends.By retaining the money as an investment, it could help to avoid a disaster situation if the club relapsed and needed cash in the future to avoid liquidation.
But this is a negative solution and may not succeed anyway dependent upon the amount and nature of the disaster.
Should it therefore be spent ,and if so in what way.
There is no doubt that the Trusts responsibilities have been changed considerably by the payment of dividends.It needs very careful thought and plenty of professional advise as to the best way forward. |
I wouldn't use the phrase right and proper ... it implies the shareholders have an entitlement to be paid a 7 figure dividend going forward regardless of the circumstances. Given that they are the only ones seeing a financial reward from the current circumstances while the fans continue to pay record high ticket prices, then the question of appropriateness remains imo.
The question of whether the divis will help ensure the ownership structure remains is an interesting one. What I would say is that I understand there already controls in the articles that say that shares can only be sold to external parties with agreement of all shareholders, so just because one person wants to sell doesn't mean it will happen.
I wouldn't dismiss the possibility of the Trust being able to buy shares. You mention a new share issue but that's only one scenario. Mel Nurse cashed in his 5% last year and who's to say another of the minority partners won't want to. I might be in the minority on this but what's critical for me is that the Trust seek to get to 25% which gives a raft of extra controls to avoid scenarios we do not want to see, so if someone is looking to get out I wouldn't be averse to the Trust buying them out. A topic for discussion anyway. | |
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| Future dividends and the Trust on 21:19 - Dec 8 with 656 views | NOTRAC |
Whilst 'right and proper' may have been the wrong terminology in the circumstances,if no reward is given then it must increase the pressure to sell especially as not all the original investors would have had the wealth of someone like Morgan.
I am surprised that the Articles state that the shares cannot be sold to an outsider, normally it simply states that the shares must be offered to existing shareholders before being sold in such a way.
What cannot be disputed that now that the shareholders have gone down the dividend route, they are likely to go down it again.
What therefore do you think the position of the Trust should be with relation to the prospects of receiving their share of such future dividends, remembering that they are likely to be considerable. | |
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| Future dividends and the Trust on 21:29 - Dec 8 with 642 views | Uxbridge |
| Future dividends and the Trust on 21:19 - Dec 8 by NOTRAC |
Whilst 'right and proper' may have been the wrong terminology in the circumstances,if no reward is given then it must increase the pressure to sell especially as not all the original investors would have had the wealth of someone like Morgan.
I am surprised that the Articles state that the shares cannot be sold to an outsider, normally it simply states that the shares must be offered to existing shareholders before being sold in such a way.
What cannot be disputed that now that the shareholders have gone down the dividend route, they are likely to go down it again.
What therefore do you think the position of the Trust should be with relation to the prospects of receiving their share of such future dividends, remembering that they are likely to be considerable. |
Well if the club vote for dividends to be paid then the Trust should of course accept the cheque. I agree with the approach of banking the cash with the aim of increasing ownership where possible. | |
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| Future dividends and the Trust on 10:23 - Dec 9 with 573 views | johnlangy |
| Future dividends and the Trust on 20:48 - Dec 8 by Uxbridge |
I wouldn't use the phrase right and proper ... it implies the shareholders have an entitlement to be paid a 7 figure dividend going forward regardless of the circumstances. Given that they are the only ones seeing a financial reward from the current circumstances while the fans continue to pay record high ticket prices, then the question of appropriateness remains imo.
The question of whether the divis will help ensure the ownership structure remains is an interesting one. What I would say is that I understand there already controls in the articles that say that shares can only be sold to external parties with agreement of all shareholders, so just because one person wants to sell doesn't mean it will happen.
I wouldn't dismiss the possibility of the Trust being able to buy shares. You mention a new share issue but that's only one scenario. Mel Nurse cashed in his 5% last year and who's to say another of the minority partners won't want to. I might be in the minority on this but what's critical for me is that the Trust seek to get to 25% which gives a raft of extra controls to avoid scenarios we do not want to see, so if someone is looking to get out I wouldn't be averse to the Trust buying them out. A topic for discussion anyway. |
From what I remember of the share buying option should someone seek to sell their shares is that the first option goes to the rest of the current shareholders. They each have an option to buy as many of the shares on offer to maintain their percentage ownership in relation to the other shareholders.
Easy numbers 'cos it's too early for me to think. Someone decides to sell their 10%. The rest of the shareholders own 90% and are eligible to buy a proportion of that 10% in relation to how much of the remaining 90% they own. For the Trust that's 2 ninths which relates to 2.222%.
Some shareholders may decide they don't want to, or can't afford to, buy their allowance in which case the remaining shareholders can buy those outstanding shares again in proportion to the shares they currently hold.
Money used to be the problem for the Trust. Could they afford to buy. With share divis they now have £400,000 plus in the Bank and each divi provides the potential for the Trust to be able to maintain, or even increase, their percentage.
All that means that shareholder dividends aren't always a bad thing.
There may be one or two holes in all that but my head's hurting now. I need a rest. | | | |
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