Two years on - appraising the Rangers board

[craig 5,199]

No point on the subsidiary companies, eg the football club, They won't make any important decisions and you may find they don't even have formal board meetings.

 

 

 

 

If they did it then why can't the non-exec?

 

 

 

 

I'm a director of plenty of companies where I don't have liability insurance. I just make sure that the companies don't do anything that expose me. However, to be fair, I don't have hostile shareholders.

 

 

 

Agreed. As far as I'm aware, insurance companies wouldn't care who was funding it. if the fees were covered within the remuneration received then the whole issue becomes moot.

 

All that is well and good but as we all know purchasing insurance doesn't necessarily cover you for any and all liabilities - you could end up with exclusions, you could end up with a lawsuit far in excess of the coverage purchased and a number of other issues.

 

I'm not saying it isn't feasible but working in insurance and offering D&O coverage I can tell you that there are many, many exclusions to policies - and D&O is a "liability" type coverage which also means it can be very litigious and ambiguous.

 

Any non-exec director would be taking a risk. To be fair, it is no different to the executive Board - having insurance doesn't mean you cant suffer substantial personal loss. It has happened plenty of times before.

 

IMHO there are too many legal issues at Rangers right now for it to be a position of interest for many people.

 

I'm surprised as a risk-averse accountant you would have directorships with no D&O coverage - it isn't just hostile shareholders you have to be concerned with - though you can protect yourself by maintaining your ethics and operating professionally - but that hasn't stopped directors from being successfully sued in the past either. Though, again, it also depends on the type of company

Edited February 28, 2017 by craig

[craig 5,199]

I think that with Non-Exec Directors' insurances, much would depend on the level and amount of disclosure they would have to make. For instance, quite why they are insuring themselves individually, and not via a Company policy. Non disclosure could -would- nullify the insurance; it could even be seen as fraudulent.

 

The Board members seem, from what I understand, to be self insured. That seems like quite a risk, as we are told they are at daggers' drawn, over such matters (I paraphrase from recent discussions, revelatory, and otherwise, on these pages) as lies, obfuscations, and unprofessional conduct.

 

I don 't think anyone can expect a Non Exec to self-insure.

 

Deliberate non-disclosure would absolutely void the policy

 

Self-insuring in order to be a non-executive director makes little sense to me in all honesty.

[Bluedell 5,356]

I think that with Non-Exec Directors' insurances, much would depend on the level and amount of disclosure they would have to make. For instance, quite why they are insuring themselves individually, and not via a Company policy. Non disclosure could -would- nullify the insurance; it could even be seen as fraudulent.

 

The Board members seem, from what I understand, to be self insured. That seems like quite a risk, as we are told they are at daggers' drawn, over such matters (I paraphrase from recent discussions, revelatory, and otherwise, on these pages) as lies, obfuscations, and unprofessional conduct.

 

I don 't think anyone can expect a Non Exec to self-insure.

 

Not sure why you are suggesting there would be non-disclosure. Why would there need to be?

 

Why are they insuring themselves individually? Because the company will not pay for it. What's the issue? Will that question even be asked?

 

If a non-exec's remuneration is structured to cover the fees for an insurance policy then what's the issue?

[Bluedell 5,356]

I'm not saying it isn't feasible but working in insurance and offering D&O coverage I can tell you that there are many, many exclusions to policies - and D&O is a "liability" type coverage which also means it can be very litigious and ambiguous.

Perhaps you know more about it than me, but my understanding is that generally if a director has acted in good faith then they would be covered.

 

I do have some D&O coverage in one aspect of my job, just not relating to my directorships.

[Uilleam 5,498]

Not sure why you are suggesting there would be non-disclosure. Why would there need to be?

 

Why are they insuring themselves individually? Because the company will not pay for it. What's the issue? Will that question even be asked?

 

If a non-exec's remuneration is structured to cover the fees for an insurance policy then what's the issue?

 

Recent history of the company/Companies and "Rangers". I don't know what level of disclosure would be required, but in the particular circumstances, I don't think that off the shelf cover would, as a matter of course, be offered.

 

If I was advising an underwriter, say, I would look at such a proposal very carefully, or I might be sued myself.

 

The only way to come to a conclusion is, really, for someone to make an enquiry.

Edited February 28, 2017 by Uilleam

[craig 5,199]

Perhaps you know more about it than me, but my understanding is that generally if a director has acted in good faith then they would be covered.

 

I do have some D&O coverage in one aspect of my job, just not relating to my directorships.

 

liability insurance is very rarely as "black and white" as acting in good faith though BD. Maybe it is my cynicism from working with US companies but often lawsuits will arise very easily and a director may indeed believe that they acted in good faith but still be found not to have.

 

I will say this - with all the legal issues that Rangers have right now I simply wouldn't be comfortable being a non-executive director buying my own liability, or D&O, insurance. Indeed, being an executive director with no salary or emoluments wouldn't have me feeling warm and fuzzy either.

[Bluedell 5,356]

The only way to come to a conclusion is, really, for someone to make an enquiry.

I'm waiting for them to ask me before I make an enquiry.

[Bluedell 5,356]

liability insurance is very rarely as "black and white" as acting in good faith though BD. Maybe it is my cynicism from working with US companies but often lawsuits will arise very easily and a director may indeed believe that they acted in good faith but still be found not to have.

.

If it was as problematic as that then why are the previous board allowed to go on their way without apparent fear of a lawsuit?

[craig 5,199]

If it was as problematic as that then why are the previous board allowed to go on their way without apparent fear of a lawsuit?

 

Is it done yet ? I doubt that they will get sued either - but I also wouldn't be too surprised if Chuck Green finds himself in a lawsuit from BDO at some point after the criminal case settles. And lets not forget that Craig Whyte also saw judgement against him in the Ticketus incident - that was a lawsuit was it not ?

[forlanssister 3,059]

Is it done yet ? I doubt that they will get sued either - but I also wouldn't be too surprised if Chuck Green finds himself in a lawsuit from BDO at some point after the criminal case settles. And lets not forget that Craig Whyte also saw judgement against him in the Ticketus incident - that was a lawsuit was it not ?

 

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