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Financial Times: Rangers in danger of getting red card over governance


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Bit of a tongue-in-cheek affair with one or two misleading facts, but the crux of the message is relevant and I haven't seen it posted since it was published on Sunday afternoon, so............

 

Rangers in danger of getting red card over governance

 

By Kate Burgess

 

You wouldn’t run a football match the way that Rangers Plc is being managed.

 

Indeed, you couldn’t under the laws of the beautiful game.

 

Even before Rangers International Football Club has completed its first full year as a public company, it has lost all but one of its original eight directors and is on its third nominated adviser, or nomad. That is the nearest thing the Alternative Investment Market has to a referee.

 

The board substituted the captain and manager before the half-time whistle blew. Now their replacements have gone. Last week, Craig Mather, chief executive, and another director quit after the company postponed its first shareholder meeting. This followed a court ruling that four board candidates, including the former chairman, should not have been barred from standing for election.

 

The company has until Christmas to hold the vote. Meanwhile, RIFC – whose shares have fallen from 75p at float to just under 50p – has neither chief executive nor chairman and just two directors.

 

One is Brian Stockbridge, finance director. The other is James Easdale, bus operator and local businessman, who with his brother controls about 24 per cent of RIFC’s shares and was brought in as a non-executive amid another board ruckus in July.

 

The company acknowledges that it must strengthen the board “to meet the standards required of an Aim company”.

 

However, if a team spent as much time fighting among itself and scored so many own goals, fans would boo it off the pitch, or worse.

 

It won’t be so easy to kick RIFC off Aim. The London Stock Exchange, which oversees Aim, is a hands-free regulator. It largely leaves nomads – who are paid by companies – to decide whether a business is fit to be public and its governance is “appropriate”.

 

Even now, when Rangers’ governance has gone beyond normal measures of appropriateness, the LSE has not rushed in with a red card. Yet.

 

But the nomad will have to justify to the LSE the “appropriateness” of any board candidate. It will be tough to find someone who meets the LSE’s criteria and is willing and able to broker a long-term peace. But if it cannot, then the RIFC’s shares are likely to be suspended. And if the warring continues, the company’s Aim quote will be cancelled, stranding shareholders – including thousands of Rangers fans – with untradeable equity.

 

The most elegant end to this tawdry tale would be to find a buyer to take RIFC off the public market. Then at least fans will have a chance of selling out at something like a fair price.

 

http://www.ft.com/cms/s/0/5320d384-3754-11e3-9603-00144feab7de.html#axzz2iI2Yanan

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Has the AGM been re-scheduled yet?

 

No sign of it despite the club saying it would take place at the earliest opportunity.

 

There's been suggestions that having no Chairman or CEO in place since the removal of Mather, actually prevents the club from calling an AGM. We need to know if this is correct or not.

 

Paul Shackleton has confirmed he is working hard to bring some short-term stability to the beleaguered Rangers boardroom.

 

Shackleton represents Daniel Stewart, the League One club's nominated advisors, has been holding discussions with the club's powerbrokers in the past few days.

 

Chief executive Charles Green, his replacement Craig Mather, commercial director Imran Ahmad, and non-executive trio Bryan Smart, Ian Hart and Walter Smith have either been sacked on resigned in the last six months.

 

These developments leave only finance director Brian Stockbridge and non-executive director James Easdale on the current board, which prevents the club from calling an Annual General Meeting.

 

"I can't go into detail but I have been speaking with shareholders," Shackleton said.

 

"We are actively trying to sort the situation out. We are doing everything we can to get it sorted. It needs stability.

 

"I have been talking to everybody, trying to map out a path through this minefield. Once we have done that I think we can make a decision.

 

"There needs to be more directors at the club. Two directors are not suitable for the long term.

 

"But I've not been sitting on my hands. It is a very complicated situation and we are doing what we can to sort it out.

 

"There is a process to go through and I'm trying to come up with ideas. We are very keen to get it resolved as soon as possible and I think I am making progress."

 

http://www1.skysports.com/football/news/11095/8982463/?

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This is surely something that Daniel Stewart must be aware of and must be seen to be making moves to address. They must be dim if they don't realise their corporate risk in all of this.

There's been suggestions that having no Chairman or CEO in place since the removal of Mather, actually prevents the club from calling an AGM. We need to know if this is correct or not.

 

 

 

http://www1.skysports.com/football/news/11095/8982463/?

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This is surely something that Daniel Stewart must be aware of and must be seen to be making moves to address. They must be dim if they don't realise their corporate risk in all of this.

 

Having read the leaked Malcolm Murray emails it's very unclear as to whether Daniel Stewart are competent enough to be sorting this out for our club or even whether they'll be acting in the best interests of the club and ALL the shareholders, or just certain shareholders from Green & co's side of the boardroom wars.

 

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Looking at the Companies Act:

 

- A Public Company must have a minimum of 2 directors

- An AGM must be held within 6 months of the year-end, ie 31 December

- Notice of an AGM would normally be 21 days

 

I don't believe that AIM rules add any additional requirements on these 3 issues.

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At least Bluedell paints a better picture when he quotes the Companies Act.

 

Indeed and if that's the case, then there shouldn't be very much holding up the proceedings of calling the AGM, but the way this Paul Shackleton guy is talking in the interview that went out on the PA wires on Sunday afternoon, it's as if there's major issues holding up proceedings. I'm also wondering why the Sky Sports article states that the club is currently prevented from calling an AGM.

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