| Fit and proper person 22:55 - Feb 24 with 19852 views | judd |
Not me, you filthy gets.
Our CEO has a Linkdin profile thay has him as a Sales Director of a business called Hasbro around the same time as the same company was found guilty of price fixing with retailers, resulting in a huge fine c £15.98 million. The retailers also received massive fines. Upon appeal, thanks to co-operation from the accused, including those with the same name as our CEO, Hasbro fine was rescinded.
Hasbro later released a press statement to let people know that those involved in this illegality were no longer with the business.
It may very well be that there were 2 employees of the same name at that company at that time and so I withdraw any assertion cast.
Hope when we employ senior managers that our due dilligence complies with EFL guidelines.
We would also hope that conflict of interest was taken into account upon his appointment.
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| Fit and proper person on 21:54 - Feb 26 with 3952 views | judd |
| Fit and proper person on 21:51 - Feb 26 by RAFCBLUE |
From memory, Andrew Kilpatrick owns 110,000 - biggest individual shareholder by some way. |
And that as a percentage of issued shares?
Last I read was c. 20%, but happy to be wrong.
And how does the memorandum of association deal with shareholder voting rights? | |
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| Fit and proper person on 21:56 - Feb 26 with 3935 views | nordenblue |
| Fit and proper person on 21:45 - Feb 26 by RAFCBLUE |
Like it, or not, Chris Dunphy would have been part of those arranging such meetings and decision making.
I don't believe he resigned without lining up a succession plan, however quickly arranged.
When Chris Dunphy resigned on the 5th December the Directors were:
* Chris Dunphy
* Graham Rawlinson
* David Bottomley
* Bill Goodwin
Defacto when Andrew Kilpatrick was proposed to join the board on the 7th, those were only the four people who could have been at the Board meeting.
The OP is that the appointment of the current CEO is flawed. I don't believe that to be the case however unpopular he may be in some views.
A board is appointed by the shareholders and the shareholders have appointed our current Board.
No-one has failed the EFL test at our club ever; even Russ Green who was subsequently found guilty of a offence that would have prevented his appointment had it been known at the time. |
What would happen if CD wasnt part of such meetings? |  | | |
| Fit and proper person on 22:10 - Feb 26 with 3891 views | RAFCBLUE |
| Fit and proper person on 21:51 - Feb 26 by judd |
Have the shareholders appointed our current board?
I am unaware of a shareholder vote of all the current board members.
Is the test a self assessment?
The OP questioned due dilligence. |
Yes - they have.
Mr Bottomley and Mr Dunphy were comfortably reelected at the last AGM (on 17th May 2018) by votes on the night and proxy votes. I think there was even a thread on here about it.
Based on the latest information I can see we've now got our biggest individual shareholder as Chairman and he can and will appoint who he likes unless outvoted.
With him holding 110,000 votes that needs virtually everyone else to vote against.
Key other directors have:
Bottomley - 13,100
Kelly - 35,750
FWIW, I don't believe there is anything up with our due diligence on any of the appointments.
Next AGM will be May 2019; would expect a motion then to ratify the December 2018 and January 2019 appointments then and for that to be passed successfully. Not self-assessment. |  |
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| Fit and proper person on 22:12 - Feb 26 with 3879 views | D_Alien |
| Fit and proper person on 21:45 - Feb 26 by RAFCBLUE |
Like it, or not, Chris Dunphy would have been part of those arranging such meetings and decision making.
I don't believe he resigned without lining up a succession plan, however quickly arranged.
When Chris Dunphy resigned on the 5th December the Directors were:
* Chris Dunphy
* Graham Rawlinson
* David Bottomley
* Bill Goodwin
Defacto when Andrew Kilpatrick was proposed to join the board on the 7th, those were only the four people who could have been at the Board meeting.
The OP is that the appointment of the current CEO is flawed. I don't believe that to be the case however unpopular he may be in some views.
A board is appointed by the shareholders and the shareholders have appointed our current Board.
No-one has failed the EFL test at our club ever; even Russ Green who was subsequently found guilty of a offence that would have prevented his appointment had it been known at the time. |
Your suggestion that i (and others) should "like it, or not" is entirely an opinion. I don't either like it or dislike it, since IMO it's entirely possible that Chris Dunphy wasn't instrumental in the appointments of Chair & CEO
It might be possible to argue that acquiescence is a form of being instrumental, but that again would assume the outgoing Chair was in a position to alter the course of events
I don't know if he was or not; but neither, i would suggest, do you
[Post edited 26 Feb 2019 22:13]
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| Fit and proper person on 22:19 - Feb 26 with 3843 views | fitzochris |
| Fit and proper person on 22:10 - Feb 26 by RAFCBLUE |
Yes - they have.
Mr Bottomley and Mr Dunphy were comfortably reelected at the last AGM (on 17th May 2018) by votes on the night and proxy votes. I think there was even a thread on here about it.
Based on the latest information I can see we've now got our biggest individual shareholder as Chairman and he can and will appoint who he likes unless outvoted.
With him holding 110,000 votes that needs virtually everyone else to vote against.
Key other directors have:
Bottomley - 13,100
Kelly - 35,750
FWIW, I don't believe there is anything up with our due diligence on any of the appointments.
Next AGM will be May 2019; would expect a motion then to ratify the December 2018 and January 2019 appointments then and for that to be passed successfully. Not self-assessment. |
What do you mean, “not self assessment”? |  |
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| Fit and proper person on 22:21 - Feb 26 with 3835 views | RAFCBLUE |
| Fit and proper person on 21:56 - Feb 26 by nordenblue |
What would happen if CD wasnt part of such meetings? |
Not much. The Board are the appointed representative of the shareholders to run the Company on behalf and in the best interests of shareholders.
If someone is ill or absent he don't need to be at the meeting or vote - and nor does any other director but there usually needs to be a core number present - depends what the company rules, called Articles, say.
Shareholders of significant can support changing a board at any time by removing or adding other directors. | |
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| Fit and proper person on 22:22 - Feb 26 with 3830 views | judd |
| Fit and proper person on 22:10 - Feb 26 by RAFCBLUE |
Yes - they have.
Mr Bottomley and Mr Dunphy were comfortably reelected at the last AGM (on 17th May 2018) by votes on the night and proxy votes. I think there was even a thread on here about it.
Based on the latest information I can see we've now got our biggest individual shareholder as Chairman and he can and will appoint who he likes unless outvoted.
With him holding 110,000 votes that needs virtually everyone else to vote against.
Key other directors have:
Bottomley - 13,100
Kelly - 35,750
FWIW, I don't believe there is anything up with our due diligence on any of the appointments.
Next AGM will be May 2019; would expect a motion then to ratify the December 2018 and January 2019 appointments then and for that to be passed successfully. Not self-assessment. |
The current board comprises of more directors than you mention appointed since the last AGM.
No disagreement 're largest shareholder but not sure if he and CD add up to 50.1%.
Thank you for your due dilligence observation.
The next AGM should be interesting when recent appointments finally go before the shareholders. Any thoughts on voting rights?
If not self assessment then what? | |
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| Fit and proper person on 22:40 - Feb 26 with 3770 views | RAFCBLUE |
| Fit and proper person on 22:22 - Feb 26 by judd |
The current board comprises of more directors than you mention appointed since the last AGM.
No disagreement 're largest shareholder but not sure if he and CD add up to 50.1%.
Thank you for your due dilligence observation.
The next AGM should be interesting when recent appointments finally go before the shareholders. Any thoughts on voting rights?
If not self assessment then what? |
Very true and the shareholdings may also have changed. There are, sadly, some shareholders on the last listing who are deceased in the last year.
Our shares are not fluid or tradeable so you can assume they are effectively locked or worthless unless someone interested offered up some financial incentive for them to be parted with.
The Kilpatrick family and Dunphy don't control 50%, but have dominated the shareholdings over many, many years so have had effective control.
The Kilpatrick family shares were acquired by Brian before he passed away in 2014 and passed onto his son Andrew.
But, in rough terms the club is currently owned like this:
Andrew Kilpatrick - 23%
Chris Dunphy - 9%
Andrew Kelly 7%,
Graham Morris 7%,
David Kilpatrick 5% - ex-Chairman no relation to Andrew Kilpatrick.
David Bottomley 3%,
Dale Trust 2%.
I can get to 50.1% with the top 5 shareholders and 56% with all 7. Abstentions or withheld votes would mean I needed less.
We have 333 shareholders so the other 326 have to all vote against and not all would.
I can't see the Trust ever voting against whoever the Board is.
So that's what I mean by "Not self-assessment".
More eloquently - our new board has been appointed by a consortium of key existing shareholders that control a majority of voting rights and support that board.
The minority shareholders who attend the next AGM are comfortably outnumbered by that majority should disagreement exist. Some minority shareholders will though support the board.
We might not like it but we are not a co-operative club and they who have the shares, call the shots but so is everyone these days. | |
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| Fit and proper person on 22:47 - Feb 26 with 3746 views | judd |
| Fit and proper person on 22:40 - Feb 26 by RAFCBLUE |
Very true and the shareholdings may also have changed. There are, sadly, some shareholders on the last listing who are deceased in the last year.
Our shares are not fluid or tradeable so you can assume they are effectively locked or worthless unless someone interested offered up some financial incentive for them to be parted with.
The Kilpatrick family and Dunphy don't control 50%, but have dominated the shareholdings over many, many years so have had effective control.
The Kilpatrick family shares were acquired by Brian before he passed away in 2014 and passed onto his son Andrew.
But, in rough terms the club is currently owned like this:
Andrew Kilpatrick - 23%
Chris Dunphy - 9%
Andrew Kelly 7%,
Graham Morris 7%,
David Kilpatrick 5% - ex-Chairman no relation to Andrew Kilpatrick.
David Bottomley 3%,
Dale Trust 2%.
I can get to 50.1% with the top 5 shareholders and 56% with all 7. Abstentions or withheld votes would mean I needed less.
We have 333 shareholders so the other 326 have to all vote against and not all would.
I can't see the Trust ever voting against whoever the Board is.
So that's what I mean by "Not self-assessment".
More eloquently - our new board has been appointed by a consortium of key existing shareholders that control a majority of voting rights and support that board.
The minority shareholders who attend the next AGM are comfortably outnumbered by that majority should disagreement exist. Some minority shareholders will though support the board.
We might not like it but we are not a co-operative club and they who have the shares, call the shots but so is everyone these days. |
Thank you again.
I would still like to understand voting rights as documeted in the articles.
If I may say, there is an element of presumption that the shareholders as you have listed will be united come the AGM.
Interesting times ahead. | |
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| Fit and proper person on 22:56 - Feb 26 with 3711 views | rochdaleriddler |
Always good to read an authoritive take on a post, when speculation is rife. |  |
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| Fit and proper person on 23:24 - Feb 26 with 3664 views | Shun |
This thread is far too complicated to read after drinking.
That is all. |  | | |
| Fit and proper person on 12:20 - Feb 27 with 3389 views | HK_Dale |
| Fit and proper person on 22:40 - Feb 26 by RAFCBLUE |
Very true and the shareholdings may also have changed. There are, sadly, some shareholders on the last listing who are deceased in the last year.
Our shares are not fluid or tradeable so you can assume they are effectively locked or worthless unless someone interested offered up some financial incentive for them to be parted with.
The Kilpatrick family and Dunphy don't control 50%, but have dominated the shareholdings over many, many years so have had effective control.
The Kilpatrick family shares were acquired by Brian before he passed away in 2014 and passed onto his son Andrew.
But, in rough terms the club is currently owned like this:
Andrew Kilpatrick - 23%
Chris Dunphy - 9%
Andrew Kelly 7%,
Graham Morris 7%,
David Kilpatrick 5% - ex-Chairman no relation to Andrew Kilpatrick.
David Bottomley 3%,
Dale Trust 2%.
I can get to 50.1% with the top 5 shareholders and 56% with all 7. Abstentions or withheld votes would mean I needed less.
We have 333 shareholders so the other 326 have to all vote against and not all would.
I can't see the Trust ever voting against whoever the Board is.
So that's what I mean by "Not self-assessment".
More eloquently - our new board has been appointed by a consortium of key existing shareholders that control a majority of voting rights and support that board.
The minority shareholders who attend the next AGM are comfortably outnumbered by that majority should disagreement exist. Some minority shareholders will though support the board.
We might not like it but we are not a co-operative club and they who have the shares, call the shots but so is everyone these days. |
Surely in the scenario where someone is deceased it would be better (perhaps not for current directors) from a corporate governance perspective to be able to transfer the shares to a holder who will be able to vote etc?
What is the nominal value of the shares and is there a way to find out who owns them currently? Are they distributed through the estate of the deceased etc.
I'm sure there may be people willing to acquire them for a reasonable consideration or maybe even the trust? |  | | |
| Fit and proper person on 11:44 - Mar 3 with 2923 views | RAFCBLUE |
| Fit and proper person on 12:20 - Feb 27 by HK_Dale |
Surely in the scenario where someone is deceased it would be better (perhaps not for current directors) from a corporate governance perspective to be able to transfer the shares to a holder who will be able to vote etc?
What is the nominal value of the shares and is there a way to find out who owns them currently? Are they distributed through the estate of the deceased etc.
I'm sure there may be people willing to acquire them for a reasonable consideration or maybe even the trust? |
You're not allowed to do that HK_Dale.
Shares (of any kind) fall as part the estate of a deceased person and subject to inheritance tax.
There's a hard part re our shares that they are not traded openly so the value is subject to judgement, unlike say Tesco.
The other thing to bear in mind is that the executors of a deceased shareholder would need the help of the club to transfer the shares.
Effectively that stops someone going around hoovering up a number of smaller shareholdings to build a more sizeable stake in a way that is not see or known about by the club.
In year's past, the club even asked for help to stop that sort of thing; effectively a desire to want to know any new shareholder. | |
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| Fit and proper person on 22:19 - Aug 17 with 2009 views | RAFCBLUE |
This thread is nearly two years and six months old.
Who'd have thought when we were taking about "fit and proper" back in February 2019 we'd find ourselves here. [Post edited 17 Aug 2021 22:37]
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| Fit and proper person on 08:47 - Aug 19 with 1658 views | UpTheDaleNotForSale |
seems to be a fair amount of press interest this week - lots of queries coming in on social media, so giving these threads a bump. |  |
| Twitter : @DaleNotForSale
Facebook : facebook.com/upthedalenotforsale |
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| Fit and proper person on 11:29 - Oct 8 with 1419 views | EllGazzell |
| Fit and proper person on 12:40 - Feb 25 by Bobbyjoe |
Looking more and more like a classic hostile takeover followed by immediate asset-stripping, and there's been so little fuss... |
Mystic Meg! |  |
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