Trust meets Cardiff City executives
Trust vice chairman David Craig reports on a meeting between Trust board members and executives of Cardiff City on Saturday, December 12, 2015
The Trust Board felt that, with changes to insolvency law, the imminent publication of the report of the Government Expert Working Group on football governance and the shareholders’ meeting announced by the club, the time was right for a meeting with the club’s management.
In attendance were Mehmet Dalman (Chair), Ken Choo(Chief Executive), David Beeby (Company Secretary) and Trust Chair, Tim Hartley, Keith Morgan (Finance Officer) and David Craig (Vice-Chair).
Tim suggested that the issues identified by the Trust were interlinked and that it would be helpful for the club and the supporters to discuss them. He said that the Expert Working Group Report is likely to emphasise the need for transparency about ownership of clubs and the value of having a structured relationship with fans which could include a supporter director on a club’s board.
Keith highlighted the changes to insolvency law and how they might impact on a football club’s financial activities and responsibilities.
Mehmet told us that the club had already started on a review of the club’s management board, the number of directors and their roles. He said that Vincent Tan is involved in this discussion. Mehmet reported that the inclusion of a supporter director would be considered as part of this review.
He did not envisage any problems for the club arising from the changes to insolvency law. The club has lawyers looking into the issues of transparency in its arrangements and that there is still concern about the high level of players’ wages which is compromising the ability to balance the books.
Keith said that there are real issues arising from the changes, like those currently facing Bolton Wanderers AFC even though their insolvency has been greatly improved beyond the immediate future due to the owner and principal creditor agreeing to write off all debt owing to him. This does make it far easier to bring in new investors to take the club forward.
We told the club that, as a shareholder, the Trust would attend the meeting at which club directors would be chosen. There was a desire amongst supporters to have information about who the directors are and what contribution they could make.
The Trust is grateful for this opportunity to meet the club chairman and chief executive and hope that meetings like this as well as the very successful evening with Russell Slade will continue.
In conclusion, the Trust’s representatives wished it to be recorded that the courtesy and openness with which they had been received was much appreciated as was the openness in approach evident at the recent meeting with Russell Slade and Ken Choo.
Trust express transparency concern at club shareholders meeting
Cardiff City Football Club [Holdings] Ltd
Shareholders Meeting Monday, December 21st, 2015
David Craig, the Trust vice-chair, attended the above meeting on behalf of the Trust as a shareholder. The meeting was held at the Cardiff offices of Capital Law solicitors.
According to the formal meeting notice, the purpose of the meeting was for shareholders to vote on a series of seven resolutions for the removal and then the possible re-election of the existing seven members of the company’s board of directors.
The start of the meeting was delayed on a couple of occasions but eventually started over an hour late. Those shareholders in attendance were told that the meeting would start but the chairman, Steve Borley, would open the meeting and immediately adjourn it.
This did happen but there was no reason given for the adjournment. None of the seven resolutions set out in the original meeting notice were considered. A pack of focuments provided for each shareholder listed one resolution only.
The wording of this resolution was:- “That Michael Isaac be removed from office as a director of the Company with immediate effect”.
Following the closure of the meeting, Michael Isaac’s legal representative requested that shareholders who had been sent e-mail correspondence regarding the matter should treat that correspondence as confidential and that it should not be released to third parties.
The Trust has not received such correspondence, is unaware of its content, is unaware of who the recipients were and why it was not sent to all shareholders.
If, and when, the adjourned meeting is reconvened and when some of the issues relating are clarified, Trust members will be updated accordingly.
The Trust is very disappointed at the way in which the events on Monday unfolded.
Minority shareholders were denied the opportunity to ask about the directors who where up for re-election; what their contribution had been to date and, if re-elected, what contribution they would make to the future good governance of the club. Unfortunately, an opportunity for the sharing of information and transparency was missed.