Category Archives: Corporate Governance

Another New Rangers Director! Is This the Admirable Crighton?

JM Barrie wrote Peter Pan, a fantasy set in a world where miraculous and mysterious things happen and where the villains are remarkable creations, ready to do anything to achieve their goal of victory, and where one of the two main “baddies” is intent on the destruction of his rival.

Now what, you might ask, does that have to do with Rangers?

Nothing apart from the fact that JM Barrie also wrote a play in 1902 which was later filmed starring Kenneth More. It was called “The Admirable Crichton”.

It addressed class distinctions in post-Victorian England and told of a butler who, on the family he worked for being stranded on a desert island, takes full control of the situation and reverses the social order, before, on the family being rescued, returning to his subordinate state. Continue reading

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Well Done Rangers! They Now Have a Properly Qualified Chairman (Acting)!

After the flurry of activity last month which saw Rangers International Football Club PLC fixing an AGM, refusing to accept motions for the appointment of new directors, being told by the court that they were wrong to refuse to do so, cancelling the AGM and losing their Chief Executive, as well as being publicly rebuked by their own NOMAD for “announcing” the return of Dave King, things had gone quiet.

But today the wheels are back in motion.

Two Stock Exchange announcements came this morning.

The first stated that the AGM will now happen on 19th December at Ibrox – a perfect chance for shareholders to attend the meeting and then do Christmas shopping at the Rangers Store! Continue reading

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Quick! Get the CVs in to Ibrox for CEO and Communications Director Jobs!

And so James Traynor sails off into the sunset…

As reported on the official Rangers website:-

RANGERS today announce that Director of Communications James Traynor has left the Club.

I was expecting a wee bit more actually. Why did Mr Traynor, well-respected wordsmith and, to coin a phrase, true “master of the inky trades” not get the chance to share a few words with the supporters of his now former employers?

After all Craig Mather (remember him?) got 445 words, most of which were quotes from him, on the occasion of his departure.

But Mr Traynor gets a dozen.

Mr Traynor in happier times with a man now being airbrushed from Ibrox history

Mr Traynor in happier times with a man now being airbrushed from Ibrox history

I suspect that the excellent lawyers for Rangers (in its various manifestations) have been very busy over the last few days with a document which will run to rather more than twelve words, in the form of a “Settlement Agreement” detailing the basis upon which Mr Traynor has surrendered the club tie and “walked away”.

One would expect that the Chief Executive would want to ensure that “what happens in Ibrox stays in Ibrox” and that suitable confidentiality clauses are included binding Mr Traynor not to spill the beans on what he has experienced within the hallowed portals.

And, as one of Scotland’s finest sports journalists over many years, Mr Traynor would be more than capable of shedding light on the machinations and manoeuvrings of the various characters in this saga. That suggests therefore that, to ensure he keeps quiet, there would be some additional recognition of this in his severance package. If not, I suspect Mr Traynor has a best-seller almost ready to hit the shelves!

Will he seek to return to the Record or the Herald or to the BBC? How likely is he to be welcomed back after he has been critical of almost every media organ in his time at Rangers, and he made it clear he was finished with football reporting, having been far happier to turn gamekeeper. We shall see…

I suspect he might be singing the following song, made famous by Johnny Paycheck, as he leaves the “Blue Room” behind for the last time.

Will Rangers replace Mr Traynor? Will the mantle of media overlord pass to Jack Irvine and Media House?

Whatever happened to the statement about Media House which was disclosed to the Rangers fan groups by Messrs Mather and Stockbridge and was imminently due for public release?

I mentioned above that the Chief Executive would want to ensure that the terms of departure were properly regulated.

However, and even more bizarrely, Rangers International Football Club PLC does not have a Chief Executive.

It does not even have an interim or acting CEO (at least according to official announcements I have seen).

When Mr Green departed, Mr Mather took over as acting CEO almost straight away. It then turned out that, after an extensive process scouring the football and business worlds for the best possible person to get the job full-time, he was actually sitting in the CEO’s office already! How lucky Rangers were for that to happen!

And so this week saw the Financial Times carry an advert for applications for the role.

As STV.com reported:-

The advert for the post stated the role has a “wide and varied remit” and requires a “candidate of exceptional quality and experience who is comfortable in a high profile environment.”

It also listed several key responsibilities, including leading and developing the “strategy” of the business, developing and overseeing Rangers International’s commercial activity and liaising with the club’s supporters, the football authorities and shareholders.

The advert states the salary for the role is “negotiable + benefits”. Mr Green earned almost £1m for his ten months as Rangers International chief executive, which included a 100% bonus on his £360,000 annual salary for winning the Scottish Third Division.

Rangers state in the CEO advert that they are looking for an “exceptional business leader in sport with a commercial approach and the ability to innovate” and “proven track record of success within sport”.

The Ibrox club are also seeking an “outstanding motivator who can maximise the talent and potential of employees and drive the club back to pinnacle of Scottish and international sport” as well as a candidate with “strong interpersonal skills”.

So it is time I think to blow the dust off the CV and to fire it in – after all, if I am appointed to be the CEO of Rangers, then I will probably have to stop blogging about them – and that might be the way to silence me!

Or else I might agree to the Director of Communications job – if that involves writing the posts on the website, then I am already up to speed with that!

But on a serious note, then how on earth can RIFC PLC still be seen as operating in an appropriate manner under AIM/Stock Exchange rules?

The company has:-

  • NO CHAIRMAN
  • ONE EXECUTIVE DIRECTOR
  • ONE NON-EXECUTIVE DIRECTOR
  • NO ONE ON THE REMUNERATION COMMITTEE
  •  NO ONE ON THE AUDIT COMMITTEE
  •  NO ONE ON THE NOMINATION COMMITTEE
  • NO CHIEF EXECUTIVE
  • NO ACTING CHIEF EXECUTIVE
  • NO SIGN OF THE RE-ARRANGED AGM
Rangers Board Members and Executives gather for a series of meetings

Rangers Board Members and Executives gather for a series of meetings

(To be fair the Committee issue was addressed on Thursday when the website was updated to read as follows:-

In accordance with best practice, the Company has established audit, nomination and remuneration committees, with written terms of reference for each that deal with their respective authorities and duties. The full terms of reference of all the committees are available from the company secretary or can be located here.

Audit Committee
New audit committee members including a chairman will be decided once the board of RIFC has been strengthened by the appointment of new directors, as set out in the announcement of 16 October.

Nomination Committee
New nomination committee members including a chairman will be decided once the board of RIFC has been strengthened by the appointment of new directors, as set out in the announcement of 16 October.

Remuneration Committee
New remumeration (sic) committee members including a chairman will be decided once the board of RIFC has been strengthened by the appointment of new directors, as set out in the announcement of 16 October.

Updated: 31/10/2013

The primary decision on the continued presence of RIFC PLC as a traded stock rests on the Nominated Adviser. The lucky man within Daniel Stewart who has the job of handling this is Paul Shackleton. He last week described the situation as “a minefield”.

When the person responsible for ensuring that the required standards which must be complied with to allow a company to be traded publicly is calling the situation “a minefield” how much longer can the shares be open to trade without a suspension of dealing?

Maybe someone can ask Mr Shackleton how he is doing getting through the minefield!

Posted by Paul McConville

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The Incredible Shrinking PLC Board – Who Will Nominate New Rangers Directors?

Following the departures of Messrs Mather and Smart this morning, the Rangers website was quickly updated.

It graphically shows the sorry state the RIFC Boardroom has reached.

The Rangers Board

Yep.

That is it.

Just two of them. Continue reading

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‘It became necessary to destroy the town to save it’ – Craig Mather’s Departure From Rangers

Rangers International Football Club PLC is, as the name tells us, a public limited company. Its shares are traded on the Stock Exchange. There are certain standards of corporate governance which require to be met in the interests of shareholders and potential shareholders. These include having a suitably qualified Board of Directors, comprising executives and non-executives and including a chairman to represent the interests of the investors and to oversee the executives.

RIFC presently has a board which consists of:-

Brian Stockbridge – Finance Director

James Easdale – Non-Executive Director Continue reading

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