Category Archives: Corporate Governance

One Rangers Director Resigns … And Then There Were Four

This morning’s news from Ibrox, announced to the Stock Exchange, is that Ian Hart has resigned as a Director of Rangers International Football Club PLC.

The press release reads:-

The Company today announces that Ian Hart, Non-Executive Director, has resigned from the board in order to pursue the charitable work in which he is involved more actively.

Craig Mather, Chief Executive Officer, commented: “it is with sadness that we see Ian depart from the board and we would like to thank him for his valuable contribution over the past year. Ian remains a huge fan of the Club and we wish him the best of success in future.”

I won’t bother about the semantics of why the announcement refers to “the Company” and not “the Club”. After all this statement is actually legally correct.

It does however leave the Board rather light on personnel. Continue reading

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Filed under Corporate Governance, Rangers

Rangers and Schrodinger’s EGM – Still the Saga Continues

Last Wednesday evening, around 6.10 pm, the following statement was released by Rangers to the Stock Exchange.

This picture did not form part of the Stock Exchange announcement

This picture did not form part of the Stock Exchange announcement

Further to the announcement on 2 September 2013, the Company confirms that the Board’s discussions have been continuing with representatives of the group who requisitioned (together the “Requisitioners”) a general meeting to consider the proposed resolutions (“Requisition”) detailed in the announcement on 2 August 2013 (“General Meeting”).

Following recent press speculation, the Company can confirm that the Requisitioners have put forward a proposal to withdraw the Requisition based on their request for the appointment of four additional non executive directors, being John McClelland, a former Chairman of Rangers Football Club, Sandy Easdale, an existing shareholder of the Company, Paul Murray, a former director of Rangers Football Club and Frank Blin, formally of PwC.  As part of the proposal, the Requisitioners have also confirmed that, subject to the above, they are not seeking to remove any of the current Directors.

The Company confirms that discussions are continuing with the Requisitioners with regard to reaching an agreement for the withdrawal of the Requisition.  The Board considers that any decision on any proposal for the withdrawal of the Requisition would be subject to the provision by the Requisitioners of a vote of confidence and continued support for the current Directors and to all necessary regulatory approvals.

Further announcements will be made as appropriate.

Continue reading

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Filed under Companies Act 2006, Corporate Governance, Rangers

Latest News on Rangers EGM – No Decision Yet! Now Rivalling “The Mousetrap”!

The saga of the Rangers International Football Club PLC EGM continues!

At 1pm today Rangers made the following announcement to the Stock Exchange:-

Further to the announcements on 22 and 28 August 2013, the Company confirms that the Board’s discussions have continued with representatives of the group who requisitioned (together the “Requisitioners”) a general meeting to consider the proposed resolutions (“Requisition”) detailed in the announcement on 2 August 2013 (“General Meeting”). Continue reading

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Filed under Companies Act 2006, Corporate Governance, Rangers

Is Walter Smith Qualified To Be PLC Chairman at Rangers? Will His Roosternet Experience Help?

Thursday was a glorious day for Rangers. First of all the Pinsent Masons independent Report confirmed that there were no links between Mr Whyte and Mr Green – at least if you read the headlines to the media reports!

Then Malcolm Murray stepped down as Chairman, to be replaced by Walter Smith.

All was well in the Ibrox garden – the lion would lay down with the lamb – and all of the bears would be united!

And surely season ticket sales will start imminently!

But there needs to be a curmudgeon somewhere … and I am he.

Some questions – what are Mr Smith’s qualifications for being non-executive Chairman of a PLC?

Why did Mr Smith turn down the Chairman’s job last summer, only to take it now?

Have his wishes for the “new Rangers Football Club” been fulfilled so far?

Why did he refer to the “new” Rangers Football Club?

Why is he at the head of the PLC and not the “football company”?

Can he even be described properly as an “independent” Chairman? Continue reading

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Filed under Charles Green, Corporate Governance, Rangers

Some Questions About Rangers International Football Club PLC and Market Disclosure

It is a hard job, running a PLC. As well as all of the normal struggles of business: cash flow, personnel, delegation, and customer satisfaction; there are extra responsibilities both to shareholders and to people who are not shareholders but who might wish to buy – “the market”.

The nature of a PUBLIC limited company is, as the name suggests, public. This does not mean that Bob from accounts having an argument with Joan from legal need be announced but, where information could influence share prices, either up or down, investors and potential ones need to be on the same page. “Insider dealing” or the potential for it is one result of not doing so.

So where there is significant “news” about a PLC, one would expect a public announcement. Confirmation of Sir Alex Ferguson retiring from the Old Trafford dugout had to come on the back of an announcement to the New York Stock Exchange.

If we turn our eyes to Rangers International Football Club PLC, to pick a random example 😉 we see uncertainty and confusion, even amongst those who have more than a passing knowledge of Ibrox affairs. Continue reading

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Filed under Corporate Governance, Rangers