| Fans' Forum Tomorrow 11:45 - Feb 28 with 19124 views | RochdaleAFC.com |
 Fans' Forum Tonight 28th Feb 2024 11:44The upcoming Fans’ Forum is taking place on Thursday 29th February, in conjunction with the Dale Trust, one week before the EGM called which may shape the future of Rochdale AFC.  4
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| Fans' Forum Tomorrow on 17:20 - Feb 28 with 9322 views | blackdogblue |
Well balanced and an excellent read putting us in a positive light rather than the shite in others. Being a small town near Manchester & a shithole to live in… |  |
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| Fans' Forum Tomorrow on 17:22 - Feb 28 with 9318 views | nordenblue |
Good read that, and its the first time (if true) that Andy Burnham has put his name to anything worthwhile. | | | |
| Fans' Forum Tomorrow on 23:07 - Feb 28 with 8944 views | D_Alien |
I can't make it to the meeting, but i'd be obliged if someone could ask regarding Special Resolution 5 at the EGM - Removing Requirement to appoint an auditor
Q. Is the continuing interest of potential new investors conditional upon the passing of this resolution? |  |
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| Fans' Forum Tomorrow on 06:02 - Feb 29 with 8797 views | 100569 |
| Fans' Forum Tomorrow on 23:07 - Feb 28 by D_Alien |
I can't make it to the meeting, but i'd be obliged if someone could ask regarding Special Resolution 5 at the EGM - Removing Requirement to appoint an auditor
Q. Is the continuing interest of potential new investors conditional upon the passing of this resolution? |
It was explained at the meeting last Sunday that this was purely a cost cutting exercise thereby saving the club in excess of £25000. | | | |
| Fans' Forum Tomorrow on 06:32 - Feb 29 with 8771 views | D_Alien |
| Fans' Forum Tomorrow on 06:02 - Feb 29 by 100569 |
It was explained at the meeting last Sunday that this was purely a cost cutting exercise thereby saving the club in excess of £25000. |
I was there
I'm asking for further clarification. It's a legitimate question, since the purpose of the EGM is to facilitate the introduction of new, and unchallengable, ownership
If there's a dual purpose behind the resolution, it should be easy enough for the BoD to confirm
As pioneer points out in another thread, greater scrutiny will be needed, not less, and whilst we all want Dale to survive the immediate crisis, it would raise alarm bells about future intentions
Actually, the BoD will likely deny it (about future scrutiny) but the issue doesn't go away [Post edited 29 Feb 6:39]
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| Fans' Forum Tomorrow on 09:37 - Feb 29 with 8612 views | Mundell |
You’re absolutely right D Alien. Resolution 5 is absolutely bonkers in the circumstances. Why on earth would you want to give away control and then immediately undermine the rigour and reliability of financial information? If anything, existing shareholders should be trying to move in the opposite direction. It is at best muddled thinking and it certainly doesn’t inspire confidence. Is it a precondition for a sale?!! [Post edited 29 Feb 9:38]
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| Fans' Forum Tomorrow on 10:16 - Feb 29 with 8486 views | RAFCBLUE |
| Fans' Forum Tomorrow on 09:37 - Feb 29 by Mundell |
You’re absolutely right D Alien. Resolution 5 is absolutely bonkers in the circumstances. Why on earth would you want to give away control and then immediately undermine the rigour and reliability of financial information? If anything, existing shareholders should be trying to move in the opposite direction. It is at best muddled thinking and it certainly doesn’t inspire confidence. Is it a precondition for a sale?!! [Post edited 29 Feb 9:38]
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If we were starting from scratch, the Companies Act says we don't need an audit.
https://www.gov.uk/audit-exemptions-for-private-limited-companies
Your company may qualify for an audit exemption if it has at least 2 of the following:
an annual turnover of no more than £10.2 million
assets worth no more than £5.1 million
50 or fewer employees on average
As judd pointed out if 10% of company shareholders demand and audit then one can take place but that is voluntary.
And then last week from the club's own FAQ's they've explained this:
Q: Why are you proposing to remove the need for an audit?
A: This is purely a cost reduction initiative. As part of our continued review of costs and revenues, we have identified the opportunity to remove the audit (and associated costs) of our annual accounts. There is currently no requirement under Company Law, from the National League or the EFL to have our accounts audited. It is only our Articles that require this. We have discussed this proposal with our current Auditors WMG, and the audit partner is supportive. He will continue our long association
with WMG by providing accounting advice and guidance for us. For information, WMG also provides a payroll service for us.
So if the Board don't think its necessary, Company Law doesn't think its necessary, the EFL don't think its necessary, the National League don't think its necessary and the current audit partner doesn't think its necessary, then what is spending that money achieving rather than putting it into the first team budget?
It's not muddled at all - the FAQ actually explains it well and of course if we were a bigger private company then it would be mandatory to then do one. |  |
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| Fans' Forum Tomorrow on 11:00 - Feb 29 with 8402 views | TomRAFC |
| Fans' Forum Tomorrow on 10:16 - Feb 29 by RAFCBLUE |
If we were starting from scratch, the Companies Act says we don't need an audit.
https://www.gov.uk/audit-exemptions-for-private-limited-companies
Your company may qualify for an audit exemption if it has at least 2 of the following:
an annual turnover of no more than £10.2 million
assets worth no more than £5.1 million
50 or fewer employees on average
As judd pointed out if 10% of company shareholders demand and audit then one can take place but that is voluntary.
And then last week from the club's own FAQ's they've explained this:
Q: Why are you proposing to remove the need for an audit?
A: This is purely a cost reduction initiative. As part of our continued review of costs and revenues, we have identified the opportunity to remove the audit (and associated costs) of our annual accounts. There is currently no requirement under Company Law, from the National League or the EFL to have our accounts audited. It is only our Articles that require this. We have discussed this proposal with our current Auditors WMG, and the audit partner is supportive. He will continue our long association
with WMG by providing accounting advice and guidance for us. For information, WMG also provides a payroll service for us.
So if the Board don't think its necessary, Company Law doesn't think its necessary, the EFL don't think its necessary, the National League don't think its necessary and the current audit partner doesn't think its necessary, then what is spending that money achieving rather than putting it into the first team budget?
It's not muddled at all - the FAQ actually explains it well and of course if we were a bigger private company then it would be mandatory to then do one. |
"Disingenuous"
adjective
Not candid or sincere, typically by pretending that one knows less about something than one really does.
"he was being somewhat disingenuous as well as cynical"
If the club is sold and we are presented with a new board, CEO, and accounting set up, then I'm open to the idea. Something that is fit for "modern football", as you like to say. They would have the power to do this anyway, as you have already pointed out.
I am not happy for the people and methods used to compile the last set of accounts to be used again unchecked. As a shareholder, I do not think their performance in running the business side of the club has been even remotely close to a high enough standard to trust them with this task without an audit. [Post edited 29 Feb 11:02]
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| Fans' Forum Tomorrow on 11:33 - Feb 29 with 8299 views | DaleiLama |
I also can't make it tonight, but am curious about the 90% threshold being exceeded and the intention of an interested company to acquire the remaining shares.
So a Q, if anyone would oblige and ask it: is this seen as something which will automatically be triggered and offers will be made, and if so, at what price?
I have no interest in recouping the cash I paid for shares, but wondered how much cash reserves the potential takeover co. could commit to this and still have for investment, plus what arrangements were being made for board members ...... if debt were converted to equity and only 9m shares are sold, I'm struggling to get to 90%. It all seems a bit murky to me and clarity on this might blow away some of the doubt/suspicion? |  |
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| Fans' Forum Tomorrow on 11:58 - Feb 29 with 8206 views | Mundell |
| Fans' Forum Tomorrow on 10:16 - Feb 29 by RAFCBLUE |
If we were starting from scratch, the Companies Act says we don't need an audit.
https://www.gov.uk/audit-exemptions-for-private-limited-companies
Your company may qualify for an audit exemption if it has at least 2 of the following:
an annual turnover of no more than £10.2 million
assets worth no more than £5.1 million
50 or fewer employees on average
As judd pointed out if 10% of company shareholders demand and audit then one can take place but that is voluntary.
And then last week from the club's own FAQ's they've explained this:
Q: Why are you proposing to remove the need for an audit?
A: This is purely a cost reduction initiative. As part of our continued review of costs and revenues, we have identified the opportunity to remove the audit (and associated costs) of our annual accounts. There is currently no requirement under Company Law, from the National League or the EFL to have our accounts audited. It is only our Articles that require this. We have discussed this proposal with our current Auditors WMG, and the audit partner is supportive. He will continue our long association
with WMG by providing accounting advice and guidance for us. For information, WMG also provides a payroll service for us.
So if the Board don't think its necessary, Company Law doesn't think its necessary, the EFL don't think its necessary, the National League don't think its necessary and the current audit partner doesn't think its necessary, then what is spending that money achieving rather than putting it into the first team budget?
It's not muddled at all - the FAQ actually explains it well and of course if we were a bigger private company then it would be mandatory to then do one. |
Thanks for your reply RAFCBLUE That’s all very clear and it makes sense, but I don’t believe it answers the question.
If the club was continuing as a fan owned entity, and struggling for cash, then if may make sense to make a saving on the audit fees. However, that’s not what is happening. It will be a new owner who will benefit from the saving. If Plan A is approved and a buyer found there will be circa £2m in the club’s back account with which to pay audit fees. The cost of the audit won’t be the current board’s problem, but a lack of transparency might be a concern for minority shareholders and the club’s fans.
I said the thinking was muddled, not because saving money on the audit is necessarily wrong in principle, but because it’s a bizarre thing to change immediately prior to ceding control. | | | |
| Fans' Forum Tomorrow on 12:04 - Feb 29 with 8176 views | D_Alien |
| Fans' Forum Tomorrow on 11:58 - Feb 29 by Mundell |
Thanks for your reply RAFCBLUE That’s all very clear and it makes sense, but I don’t believe it answers the question.
If the club was continuing as a fan owned entity, and struggling for cash, then if may make sense to make a saving on the audit fees. However, that’s not what is happening. It will be a new owner who will benefit from the saving. If Plan A is approved and a buyer found there will be circa £2m in the club’s back account with which to pay audit fees. The cost of the audit won’t be the current board’s problem, but a lack of transparency might be a concern for minority shareholders and the club’s fans.
I said the thinking was muddled, not because saving money on the audit is necessarily wrong in principle, but because it’s a bizarre thing to change immediately prior to ceding control. |
Precisely, and i suspect what a lot of us are thinking
I wouldn't go as far as to call it a "red flag" but as we can see from the reaction to the question being raised, the campaign to try to pull wool over eyes continues | |
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| Fans' Forum Tomorrow on 12:21 - Feb 29 with 8099 views | wozzrafc |
| Fans' Forum Tomorrow on 12:04 - Feb 29 by D_Alien |
Precisely, and i suspect what a lot of us are thinking
I wouldn't go as far as to call it a "red flag" but as we can see from the reaction to the question being raised, the campaign to try to pull wool over eyes continues |
I asked the question on Sunday which of the resolutions were asked by the investors and which were just put forward by the club precisely because of this.
The board mentioned at the AGM that there maybe an EGM to remove the need for an audit so I would hope it’s just cost cutting.
I think we can vote on that resolution separately maybe even withdraw it if the first 2 are passed. | | | |
| Fans' Forum Tomorrow on 12:21 - Feb 29 with 8098 views | RAFCBLUE |
| Fans' Forum Tomorrow on 11:58 - Feb 29 by Mundell |
Thanks for your reply RAFCBLUE That’s all very clear and it makes sense, but I don’t believe it answers the question.
If the club was continuing as a fan owned entity, and struggling for cash, then if may make sense to make a saving on the audit fees. However, that’s not what is happening. It will be a new owner who will benefit from the saving. If Plan A is approved and a buyer found there will be circa £2m in the club’s back account with which to pay audit fees. The cost of the audit won’t be the current board’s problem, but a lack of transparency might be a concern for minority shareholders and the club’s fans.
I said the thinking was muddled, not because saving money on the audit is necessarily wrong in principle, but because it’s a bizarre thing to change immediately prior to ceding control. |
I can see why people may be confused but it is actually straightforward.
Audit comes down to two factors - size of business and shareholder choice.
There is no mandatory requirement on the club to have an audit. What we have is audit via shareholder choice.
In 1910, the then shareholders chose to include audit as a mandatory condition of the company. It could have been avoided but those writing the Articles chose not to. They then wrote it into the Articles to mandate it as binding on the Company from that point forward.
Over the last 114 years that position has never changed and for any Board who wanted to change it from 1910 onwards they would have needed 75% of the shareholders of the time to agree to change it.
That's the proposal being made now and as the FAQ's state there's no body who need it other than the fact it is the 1910 Articles. There is no Company Law or football reasons it should exist.
We are about to vote on a capital structure that will have circa 10 million share, being circa 1 million existing shares and 9 million new "A" shares.
That is needed to allow the club to continue.
By all means vote against it, but it is factually an unneeded wasteful and unnecessary expense of the club when set against what you must do under Company Law and is a choice.
Unless 75% of people vote for it then it stays as it currently is and has been since 1910, i.e. with an audit.
Of course, if someone subsequently invests to own up to 90% of the club then they may have a view of whether to keep or dispense with an audit and they are right to have that choice as a participating shareholder.
Even though our company is exempt from an audit, we might have to get our accounts audited if shareholders who own at least 10% of shares (by number or value) ask the Board to. This can be an individual shareholder or a group of shareholders. | |
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| Fans' Forum Tomorrow on 12:28 - Feb 29 with 8058 views | RAFCBLUE |
| Fans' Forum Tomorrow on 12:21 - Feb 29 by wozzrafc |
I asked the question on Sunday which of the resolutions were asked by the investors and which were just put forward by the club precisely because of this.
The board mentioned at the AGM that there maybe an EGM to remove the need for an audit so I would hope it’s just cost cutting.
I think we can vote on that resolution separately maybe even withdraw it if the first 2 are passed. |
All five resolutions on the EGM paper are separate so they are voted on separately under their own merits.
1 of those is an ordinary resolutions (needing 50% + 1 vote to pass) and the other 4 are special resolutions (needing 75% + 1 vote to pass).
The audit removal one might or might not pass. As the FAQ's say its not needed but if it stays then it stays. | |
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| Fans' Forum Tomorrow on 13:22 - Feb 29 with 7891 views | wozzrafc |
| Fans' Forum Tomorrow on 12:28 - Feb 29 by RAFCBLUE |
All five resolutions on the EGM paper are separate so they are voted on separately under their own merits.
1 of those is an ordinary resolutions (needing 50% + 1 vote to pass) and the other 4 are special resolutions (needing 75% + 1 vote to pass).
The audit removal one might or might not pass. As the FAQ's say its not needed but if it stays then it stays. |
Let’s be honest if the others pass the audit resolution becomes irrelevant as they can do pretty much what they like | | | |
| Fans' Forum Tomorrow on 13:39 - Feb 29 with 7827 views | D_Alien |
| Fans' Forum Tomorrow on 13:22 - Feb 29 by wozzrafc |
Let’s be honest if the others pass the audit resolution becomes irrelevant as they can do pretty much what they like |
"Let's be honest..."
Hmmm...
When will the penny drop with him that he's doing the Dale cause more harm than good? | |
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| Fans' Forum Tomorrow on 13:46 - Feb 29 with 7785 views | RAFCBLUE |
| Fans' Forum Tomorrow on 13:39 - Feb 29 by D_Alien |
"Let's be honest..."
Hmmm...
When will the penny drop with him that he's doing the Dale cause more harm than good? |
If you can read today's Guardian DA it's more likely cents dropping than pennies.
A shame for us all that you'll not there this evening; but it is on YouTube. | |
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| Fans' Forum Tomorrow on 13:53 - Feb 29 with 7750 views | wozzrafc |
| Fans' Forum Tomorrow on 13:39 - Feb 29 by D_Alien |
"Let's be honest..."
Hmmm...
When will the penny drop with him that he's doing the Dale cause more harm than good? |
Hang on don’t use my words for your personal spat!!! all I’m saying is if the resolutions to sell the club pass, the new board will be able to change what they like.
It was a turn of phrase based on a comment I made about the audit resolution being separate and could be voted on as such.
If you and RAFCBLUE want to continue trading handbags that’s your choice. With the grace of god you could go at it as half time entertainment on the first home game of next season. [Post edited 29 Feb 13:58]
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| Fans' Forum Tomorrow on 13:53 - Feb 29 with 7741 views | D_Alien |
| Fans' Forum Tomorrow on 13:46 - Feb 29 by RAFCBLUE |
If you can read today's Guardian DA it's more likely cents dropping than pennies.
A shame for us all that you'll not there this evening; but it is on YouTube. |
We can all read RAFCBLUE, and therefore make our own minds up
My point about your proselytising on behalf of the BoD is that it's both unnecessary and potentially counterproductive, in that it makes it appear there's some kind of nefarious agenda, whether there is or not
Is that clear enough for you, or do you need it on a spreadsheet? | |
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| Fans' Forum Tomorrow on 13:55 - Feb 29 with 7732 views | D_Alien |
| Fans' Forum Tomorrow on 13:53 - Feb 29 by wozzrafc |
Hang on don’t use my words for your personal spat!!! all I’m saying is if the resolutions to sell the club pass, the new board will be able to change what they like.
It was a turn of phrase based on a comment I made about the audit resolution being separate and could be voted on as such.
If you and RAFCBLUE want to continue trading handbags that’s your choice. With the grace of god you could go at it as half time entertainment on the first home game of next season. [Post edited 29 Feb 13:58]
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Fair enough, i apologise for that | |
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| Fans' Forum Tomorrow on 13:57 - Feb 29 with 7711 views | wozzrafc |
| Fans' Forum Tomorrow on 13:55 - Feb 29 by D_Alien |
Fair enough, i apologise for that |
Thank you, you both have some great points even if they are from each end of the argument. Don’t ever lose the passion.!!! [Post edited 29 Feb 14:06]
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| Fans' Forum Tomorrow on 14:27 - Feb 29 with 7557 views | SuddenLad |
This thread is very, very helpful, very thorough, very clear and very important before tonights' event.
It has helped enormously to understand the situation and the stark choices we face tonight.
Thank you to everyone who contributed questions, and well done SG for providing critical information and full answers in such a short time frame.
Up the Dale. |  |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| Fans' Forum Tomorrow on 14:40 - Feb 29 with 7517 views | Mundell |
| Fans' Forum Tomorrow on 12:21 - Feb 29 by RAFCBLUE |
I can see why people may be confused but it is actually straightforward.
Audit comes down to two factors - size of business and shareholder choice.
There is no mandatory requirement on the club to have an audit. What we have is audit via shareholder choice.
In 1910, the then shareholders chose to include audit as a mandatory condition of the company. It could have been avoided but those writing the Articles chose not to. They then wrote it into the Articles to mandate it as binding on the Company from that point forward.
Over the last 114 years that position has never changed and for any Board who wanted to change it from 1910 onwards they would have needed 75% of the shareholders of the time to agree to change it.
That's the proposal being made now and as the FAQ's state there's no body who need it other than the fact it is the 1910 Articles. There is no Company Law or football reasons it should exist.
We are about to vote on a capital structure that will have circa 10 million share, being circa 1 million existing shares and 9 million new "A" shares.
That is needed to allow the club to continue.
By all means vote against it, but it is factually an unneeded wasteful and unnecessary expense of the club when set against what you must do under Company Law and is a choice.
Unless 75% of people vote for it then it stays as it currently is and has been since 1910, i.e. with an audit.
Of course, if someone subsequently invests to own up to 90% of the club then they may have a view of whether to keep or dispense with an audit and they are right to have that choice as a participating shareholder.
Even though our company is exempt from an audit, we might have to get our accounts audited if shareholders who own at least 10% of shares (by number or value) ask the Board to. This can be an individual shareholder or a group of shareholders. |
With respect RAFCBLUE I’m not confused, just very disappointed. You quoted me recently and while I’m not sure where you got that quote from it was accurate and you probably know, therefore, that since the summer of 2021 I’ve consistently held two views. First, that fan ownership simply wasn’t viable. And second that given the inevitable need to find an owner/funder/operator it was important to seek ways to protect the future of the club from a “bad” (nefarious) or reckless owner.
There are a number of ways in which that might be done, but as far as I can tell, once it became clear that any credible investor would want control, there has been no attempt to put in place the structures needed to do so.
It may well be that the issue of audit fees is a relatively minor matter and more symbolic than real, but it strikes me as being gratuitous and unnecessary.
I guess we are where we are. | | | |
| Fans' Forum Tomorrow on 18:27 - Feb 29 with 7235 views | Bobbyjoe |
| Fans' Forum Tomorrow on 14:40 - Feb 29 by Mundell |
With respect RAFCBLUE I’m not confused, just very disappointed. You quoted me recently and while I’m not sure where you got that quote from it was accurate and you probably know, therefore, that since the summer of 2021 I’ve consistently held two views. First, that fan ownership simply wasn’t viable. And second that given the inevitable need to find an owner/funder/operator it was important to seek ways to protect the future of the club from a “bad” (nefarious) or reckless owner.
There are a number of ways in which that might be done, but as far as I can tell, once it became clear that any credible investor would want control, there has been no attempt to put in place the structures needed to do so.
It may well be that the issue of audit fees is a relatively minor matter and more symbolic than real, but it strikes me as being gratuitous and unnecessary.
I guess we are where we are. |
Ah, the nub of the gist! Isn't this the circle that cannot be squared? Are not "safeguards" precisely what are required to be removed in order to secure the "investment"? | | | |
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