govan_derriere 3 Posted February 20, 2015 Share Posted February 20, 2015 For all the little effect, I suspect this might have, I have emailed Somers, Nomad, Aim & FCA, questioning our "Lack of Independent Board Members" as described in the UK Corporate Governance Code, to which RIFC have signed up. Hope it keeps them occupied! Will report any response. Dear Mr. Somers, UK Corporate Governance Code “Comply or Explain” https://www.frc.org.uk/Our-Work/Codes-Standards/Corporate-governance/UK-Corporate-Governance-Code.aspx I note that RIFC voluntarily complies with the provisions of the UK Corporate Governance Code as applicable to smaller listed companies. http://www.rangersinternationalfootballclub.com/board-management/corporate-governance I write to you as a shareholder in RIFC, investor code 0000*******, and seek an explanation from you as chairman of RIFC why according to section B.1.2. of the UK Corporate Governance Code, RIFC does not have at least two independent non-executive directors, excluding the chairman? Under B.1: The Composition of the Board, may I remind you of some of the criteria listed under Code Provisions, B.1.1? The board should state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination, including if the director: has been an employee of the company or group within the last five years; has, or has had within the last three years, a material business relationship with the company either directly, or as a partner, shareholder, director or senior employee of a body that has such a relationship with the company; has received or receives additional remuneration from the company apart from a director’s fee, participates in the company’s share option or a performance related pay scheme, or is a member of the company’s pension scheme; has close family ties with any of the company’s advisers, directors or senior employees; holds cross-directorships or has significant links with other directors through involvement in other companies or bodies; represents a significant shareholder. Current directors On 27th Oct., 2014 Credit Facility of £2 million MASH Under the terms of the Facility MASH has the right to appoint up to 2 directors on the board of directors of RFCL. http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12129094.html On 28/10/14, both Derek Llambias and Barry Leach were appointed consultants. http://www.bbc.co.uk/sport/0/football/29783348 I assume that they were paid for their efforts, so can we class them as former employees of the company? 2/11/14 Rangers Retail http://www.heraldscotland.com/sport/football/ashley-firm-had-financial-control-of-rangers-retail-2-years-ago.25756326 Ashley firm had financial control of Rangers Retail two years ago On 3 November 2014, “the Board of Rangers announced that it has appointed Derek Llambias as a non-executive director. He was nominated as a director of its choice by MASH Holdings” http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12136731.html Mr Barry John Leach Director of Rangers Retail from 13 Jul 2012 — 24 Oct 2014. Mr Leach appears to have had a significant material business relationship with the company prior to joining as a consultant. Numerous directorships of companies connected to Sports Direct were terminated around 27/10/14. Mr Derek Llambias was a director and major shareholder of Keith Bishop Public Relations Limited from 03 Jan 2012 — 27 Oct 2014. This company was the subject of considerable controversy surrounds KBA. Consider this newspaper report:- “Keith Bishop Associates, for example, are on an 18-month contract as part of the club’s deal with Sports Direct. They invoiced Rangers last year for £27,000 and one official was so gobsmacked at the scale of payment for the work associated with it he demanded it not be paid.” http://www.dailyrecord.co.uk/news/scottish-news/rangers-business-review-ibrox-board-3459504 Mr. Llambias also has many connections to companies associated with Mike Ashley & Sports Direct. 20/1/15 on Sky television, Charles Green, former CEO of RIFC, confirms that “Derek Llambias was in on the deal to sell Ibrox's naming rights for £1” http://www1.skysports.com/watch/video/sports/football/9653914/exclusive-charles-green-interview This story is also covered in the Herald. http://www.heraldscotland.com/sport/football/green-lllambias-was-in-on-ibrox-1-naming-rights-deal.116597492 Mr James Easdale On 10/10/14 in a leaked email written by David Somers, the Telegraph report that in it, “Somers admits that he and James Easdale were in a minority on the Rangers plc board over the question of Ashley’s designs on the club”. http://www.telegraph.co.uk/sport/football/teams/rangers/11311642/Rangers-chairman-David-Somers-pleaded-for-Mike-Ashley-takeover-to-succeed-emails-reveal.html I am left to ponder how effectively directors of RIFC have acted “in what they consider to be the best interests of the company, consistent with their statutory duties. For directors of UK incorporated companies, these duties are set out in the Sections 170 to 177 of the Companies Act 2006.” On the RIFC website, is published:- Corporate Governance The Board is committed to the highest standards of corporate governance. The Company voluntarily complies with the provisions of the UK Corporate Governance Code as applicable to smaller listed companies (that is, companies below the FTSE 350). At all times, the Company will have a balanced and experienced Board who will seek to eliminate conflicts of interest. This statement was last updated on 10/9/2013. I repeat my question from above. Why according to section B.1.2. of the UK Corporate Governance Code, does RIFC not have at least two independent non-executive directors, excluding the chairman? Under, UK Corporate Governance Code “Comply or Explain”, I await your answer. Yours faithfully, govan_derriere Shareholder in RIFC 0 Quote Link to post Share on other sites More sharing options...
Little General 80 Posted February 20, 2015 Share Posted February 20, 2015 didn't they try to claim that Llambias and Leech were independent? 0 Quote Link to post Share on other sites More sharing options...
govan_derriere 3 Posted February 20, 2015 Author Share Posted February 20, 2015 I believe that the NOMAD was spouting the independence p*** to Dave King. 0 Quote Link to post Share on other sites More sharing options...
Frankie 8,186 Posted February 20, 2015 Share Posted February 20, 2015 Good work as always mate. Really appreciated by the rest of us. 0 Quote Link to post Share on other sites More sharing options...
limeburner 0 Posted February 20, 2015 Share Posted February 20, 2015 Come the 6th of March I hope they will all be independant. 0 Quote Link to post Share on other sites More sharing options...
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