The Everton Board Thread 2015/16 [ Not takeover related ]

[MACCA75]

Regarding the Mirror article, it's embarrassing how Kenwright goes to his lackeys in the media - Martin Samuel, David Maddock and Harry Harris generally - when he wants his say. These are dinosaurs who obviously enjoy a nice double helping of hospitality whenever they visit Goodison.

I'd like to see BK have the courage to speak to a half decent journalist who actually knows Everton - someone like Andy Hunter, or (the unfairly maligned) Dave Prentice.

I might have a bit more respect for him if he did.

 

[summerisle]

http://www.mirror.co.uk/sport/football/news/bill-kenwright-insists-everton-arent-6419118

This is what really boils my blood, getting told what we should be happy with.

Constantly chirping of a 'vocal minority' against the great leader...


Wasn't it The Mirror's own website that run a poll suggesting 80%+ wanted him gone mere weeks ago?!

He has failed in everything he has tried to do at this club. We do not 'punch above our weight' we were a heavyweight until disastrous boards have destroyed the 9 times Chanpions of this country.

Where's the Daily Mirror money, Bill ?

 

[stretford blue]

Regarding the Mirror article, it's embarrassing how Kenwright goes to his lackeys in the media - Martin Samuel, David Maddock and Harry Harris generally - when he wants his say. These are dinosaurs who obviously enjoy a nice double helping of hospitality whenever they visit Goodison.

I'd like to see BK have the courage to speak to a half decent journalist who actually knows Everton - someone like Andy Hunter, or (the unfairly maligned) Dave Prentice.

I might have a bit more respect for him if he did.

The mirror article is the usual template they have when bill needs a bit of support Surely even the biggest kenwright/board supporters can see through that then again maybe not

 

[Chang Elephant]

http://evertonviral.com/unmasking-the-power-behind-the-throne/

other people come to you if they think you can be an asset. They might want you to make a phone call or write a letter for them or make an introduction. If l like someone then I'll do it. Take Bill Kenwright. I helped him buy Everton. I wrote a £30m letter for him.

the shares held by the True Blue Holdings consortium were almost immediately mortgaged to a bank. That bank? The Bank of Scotland, the very same bank Philip Green had arranged a £30m facility with. The mortgage leveraged against the shares in Everton FC was settled in full, four years later, in August 2004. The settlement was signed by Bill Kenwright, just as his dream team was falling apart at the seams. And while the fabulous King’s Dock stadium was slipping through our fingers

Bill is a wonderful chairman

 

[Chang Elephant]

Loyalty and conflicts of interest

Directors also owe strict duties not to permit any conflict of interest or conflict with their duty to act in the best interests of the company. This rule is so strictly enforced that, even where the conflict of interest or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v. Blaikie (1854) 1 Macq HL 461 Lord Cranworth stated in his judgment that,
"A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting. Such agents have duties to discharge of a fiduciary nature towards their principal. And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting or which possibly may conflict, with the interests of those whom he is bound to protect... So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into..."

s.175 CA 2006

Aberdeen Railway v. Blaikie (1854) 1 Macq HL 461, per Lord Cranworth,
"A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting. Such agents have duties to discharge of a fiduciary nature towards their principal. And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting or which possibly may conflict, with the interests of those whom he is bound to protect... So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into..."

O'Donnell v Shanahan [2009] EWCA Civ 751
As fiduciaries, the directors may not put themselves in a position where their interests and duties conflict with the duties that they owe to the company. The law takes the view that good faith must not only be done, but must be manifestly seen to be done, and zealously patrols the conduct of directors in this regard; and will not allow directors to escape liability by asserting that his decision was in fact well founded. Traditionally, the law has divided conflicts of duty and interest into three sub-categories.


Transactions with the company

By definition, where a director enters into a transaction with a company, there is a conflict between the director's interest (to do well for himself out of the transaction) and his duty to the company (to ensure that the company gets as much as it can out of the transaction). This rule is so strictly enforced that, even where the conflict of interest or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v. Blaikie[16] Lord Cranworth stated in his judgment that:
"A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting. Such agents have duties to discharge of a fiduciary nature towards their principal. And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting or which possibly may conflict, with the interests of those whom he is bound to protect... So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into..."
However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle should be capable of being abrogated in the company's constitution.

In many countries there is also a statutory duty to declare interests in relation to any transactions, and the director can be fined for failing to make disclosure.


Use of corporate property, opportunity, or information

Directors must not, without the informed consent of the company, use for their own profit the company's assets, opportunities, or information. This prohibition is much less flexible than the prohibition against the transactions with the company, and attempts to circumvent it using provisions in the articles have met with limited success.

In Regal (Hastings) Ltd v Gulliver [1942] All ER 378 the House of Lords, in upholding what was regarded as a wholly unmeritorious claim by the shareholders,[18] held that:
"(i) that what the directors did was so related to the affairs of the company that it can properly be said to have been done in the course of their management and in the utilisation of their opportunities and special knowledge as directors; and (ii) that what they did resulted in profit to themselves."
And accordingly, the directors were required to disgorge the profits that they made, and the shareholders received their windfall.
The decision has been followed in several subsequent cases,[19] and is now regarded as settled law.

 

[The Esk]

Loyalty and conflicts of interest

Directors also owe strict duties not to permit any conflict of interest or conflict with their duty to act in the best interests of the company. This rule is so strictly enforced that, even where the conflict of interest or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v. Blaikie (1854) 1 Macq HL 461 Lord Cranworth stated in his judgment that,
"A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting. Such agents have duties to discharge of a fiduciary nature towards their principal. And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting or which possibly may conflict, with the interests of those whom he is bound to protect... So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into..."

s.175 CA 2006

Aberdeen Railway v. Blaikie (1854) 1 Macq HL 461, per Lord Cranworth,
"A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting. Such agents have duties to discharge of a fiduciary nature towards their principal. And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting or which possibly may conflict, with the interests of those whom he is bound to protect... So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into..."

O'Donnell v Shanahan [2009] EWCA Civ 751
As fiduciaries, the directors may not put themselves in a position where their interests and duties conflict with the duties that they owe to the company. The law takes the view that good faith must not only be done, but must be manifestly seen to be done, and zealously patrols the conduct of directors in this regard; and will not allow directors to escape liability by asserting that his decision was in fact well founded. Traditionally, the law has divided conflicts of duty and interest into three sub-categories.


Transactions with the company

By definition, where a director enters into a transaction with a company, there is a conflict between the director's interest (to do well for himself out of the transaction) and his duty to the company (to ensure that the company gets as much as it can out of the transaction). This rule is so strictly enforced that, even where the conflict of interest or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v. Blaikie[16] Lord Cranworth stated in his judgment that:
"A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting. Such agents have duties to discharge of a fiduciary nature towards their principal. And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting or which possibly may conflict, with the interests of those whom he is bound to protect... So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into..."
However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle should be capable of being abrogated in the company's constitution.

In many countries there is also a statutory duty to declare interests in relation to any transactions, and the director can be fined for failing to make disclosure.


Use of corporate property, opportunity, or information

Directors must not, without the informed consent of the company, use for their own profit the company's assets, opportunities, or information. This prohibition is much less flexible than the prohibition against the transactions with the company, and attempts to circumvent it using provisions in the articles have met with limited success.

In Regal (Hastings) Ltd v Gulliver [1942] All ER 378 the House of Lords, in upholding what was regarded as a wholly unmeritorious claim by the shareholders,[18] held that:
"(i) that what the directors did was so related to the affairs of the company that it can properly be said to have been done in the course of their management and in the utilisation of their opportunities and special knowledge as directors; and (ii) that what they did resulted in profit to themselves."
And accordingly, the directors were required to disgorge the profits that they made, and the shareholders received their windfall.
The decision has been followed in several subsequent cases,[19] and is now regarded as settled law.

Hi mate, I want change and much as you do but can you explain what you mean by the above?

 

[Chang Elephant]

Hi mate, I want change and much as you do but can you explain what you mean by the above?

It's a quote from a legal text mate, just put it up there for reference when necessary.

 

[hibbo'sclass]

It's a quote from a legal text mate, just put it up there for reference when necessary.

Hi mate
I too want change, but what you are quoting is relevant only if the directors are acting improperly.
I read watched toffee's post last night, and yet again was unimpressed due to the lack of evidence and factual error, specifically the charge registered against True Blue Holdings Ltd mortgage.
This charge related only to those shares held within TBHL (which was not made clear), and was satisfied in August 2002, not 2004. From memory it had to be cleared prior to the deal re season ticket mortgage.
If watchedtoffee has evidence of wrongdoing by the directors, he hasn't shown it -it is yet again innuendo.
What exactly did we learn from last night's post -nothing that wasn't alteady known and certainly nothing to suggest that PG is a shadow director or a shareholder.
In previous posts, I have stated why it is more than probable that PG does not have an intetest in EFC as a shareholder, and with regard to being a shadow director.
Because of my profession, friends ask me for advice in running their companies. This does not make me a shadow director, in the same way that me loaning money to people for investment or to help their business does not make me a shareholder,
Whilst I respect the fact that watched toffee does a good thing in bringing things to attention of supporters, I despair that it invariably turns into a conspiracy theory.
Apologies for repeating myself, but why would the board past and present either collude with or lie to the auditors about who owns the club.

 

[Chang Elephant]

Hi mate I too want change

Hi mate, I want change too, so that's me you and The Esk at least who want change, maybe more

what you are quoting is relevant only if the directors are acting improperly.

A touch obvious mate ?

I read watched toffee's post last night, and yet again was unimpressed due to the lack of evidence and factual error, specifically the charge registered against True Blue Holdings Ltd mortgage.
This charge related only to those shares held within TBHL (which was not made clear), and was satisfied in August 2002, not 2004. From memory it had to be cleared prior to the deal re season ticket mortgage.

The charge was satisfied 13th August 2004, so that's your factual error, and the twitter account links to the companies house document which is specifically about TBHL shares (how much clearer is required ?). What is it about 2004 you are concerned about ?

Because of my profession, friends ask me for advice in running their companies.

impressed by that, you'll no doubt study their documents more carefully

Whilst I respect the fact that watched toffee does a good thing in bringing things to attention of supporters, I despair that it invariably turns into a conspiracy theory.

Everything's theoretical until proven mate, I wouldn't let that stop the research of people like you and me who want change

 

[hibbo'sclass]

Hi mate, I want change too, so that's me you and The Esk at least who want change, maybe more


A touch obvious mate ?


The charge was satisfied 13th August 2004, so that's your factual error, and the twitter account links to the companies house document which is specifically about TBHL shares (how much clearer is required ?). What is it about 2004 you are concerned about ?


impressed by that, you'll no doubt study their documents more carefully


Everything's theoretical until proven mate, I wouldn't let that stop the research of people like you and me who want change

Hi mate
My personal belief is across this thread there are quite a few contributors are in favour of change.

Yes it is obvious, but the point is that unless you start with the opinion that the board are guilty of skulduggery, there is no evidence. I always work on the presumption of innocence.

I apologise for the wrong date on satisfaction, I admit that looked at the hand-written date on the document late last night and it really does look like 2002 not 2004 not Co's House which was remiss of me.

I think it's safe to say we both want the same thing, but whilst you are in the watched toffee camp and I am not.

I respect your opinion, and hopefully you respect mine.

 

[The Esk]

The charge was satisfied 13th August 2004, so that's your factual error, and the twitter account links to the companies house document which is specifically about TBHL shares (how much clearer is required ?). What is it about 2004 you are concerned about ?

I think a point worth making is that the paragraph entitled The mortgaging of Everton FC Shares is somewhat misleading. It is standard practice for a bank that has lent money for the purchase of shares to take shares as security until the loan is repaid. There is nothing unusual in that arrangement it happens all the time.

It does however bring into question the belief that Green "underwrote" the purchase in any formal manner. If he had acted as guarantor, given his wealth the bank would not have required the shares as security. In fact Green himself had he acted as guarantor would have taken security of the shares.

It may be of course that Green put a word in on BK's behalf but that's very different. I guess what I am saying is that there is no conclusive proof despite the claims.

 

[Verbal Kint]

It's amazing to read Twitter when Everton win the praise Kenwright receives albeit from the usual sources is nothing but predictable.

 

[Chang Elephant]

I think a point worth making is that the paragraph entitled The mortgaging of Everton FC Shares is somewhat misleading. It is standard practice for a bank that has lent money for the purchase of shares to take those shares as security until the loan is repaid. There is nothing unusual in that arrangement it happens all the time.

Yeah that could have been written better as it's about the True Blue Holdings Shares that were used to control Everton FC. Just scratching my head about how TBHL was described at the time, a number of friends/like minded individuals joining together to buy Johnson's majority shareholding. But it was actually all funded by a mortgage, all parties apparently needed finance and from the same source. How/from what source did they fund the satisfaction of that mortgage four years later in 2004 ?

 

[The Esk]

ust scratching my head about how TBHL was described at the time, a number of friends/like minded individuals joining together to buy Johnson's majority shareholding. But it was actually all funded by a mortgage, all parties apparently needed finance and from the same source

Not sure this is accurate mate. Mihir Bose in his Telegraph Article claims that Anita Gregg may have been the principle provider of finance. Jimmy Mulville and Willy Russell also invested in True Blue Holdings.

Re satisfying the mortgage in 2004, I have no idea, and to the best of my knowledge there is nothing definitive in the public domain

 

[hibbo'sclass]

Not sure this is accurate mate. Mihir Bose in his Telegraph Article claims that Anita Gregg may have been the principle provider of finance. Jimmy Mulville and Willy Russell also invested in True Blue Holdings.
Re satisfying the mortgage in 2004, I have no idea, and to the best of my knowledge there is nothing definitive in the public domain

Just gone through the Everton and True Blue Holdings Accounts from 1999 to 2014. Lot of effort for nothing really

The only thing I was able to ascertain re the TBHL mortgage is what I suspected to start off with, that at no point did any drawdown on the mortgage re shares didn't make it into the accounts so it was a private arrangement.

On a slightly different note which I brought up a while back re the apparent difference in the loan figures in other loans, this originated in 2009 as a 10m bank loan secured on assets and broadcasting rights, increased in 2010 to 17m. This loan was due to be repaid by 31 May 2013 and had an average rate of interest of 4.25% per the notes to the accounts. This would appear to be Investec

In 2011 the loan was again described as a bank loan for 14mil, but the interest rate had gone up to 8.7%

In 2012 the loan was described as other loan, again interest rate up to 8.9%

In 2013 the loan which at this point was 10 mil was again included in other loan (but seperate to VIBRAC) with no interest rate given


In 2014 the loan which at this point was 6 mil was again included in other loan (but seperate to VIBRAC) with no interest rate given

So it would appear that there is indeed something that started off as a bank loan, secured on assets and broadcasting rights, has been extended and judging by the fact that it appears to be un-noted, is owed to heaven knows. But at least I know how it started.