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FOH Governance Proposal

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Francis Albert
13 hours ago, iainmac said:

 

So, for a minimum of 1 year's contributions, the pledger retains the right to vote on key matters whether they are / are not pledging at the time of said vote? 

 

I'd say that's a major concession on the original proposal and a clear sign that suggestions from here and elsewhere have been taken on board. 

The minimum one year is better than I expected/hoped for, the voting rights more restrictive but agreed it is a significant move and demonstration of willingness to listen.

I have not yet had a chance to read the email on the AGM, elections and governance and its attachments in detail but it is also seems to be a clear, comprehensive and very accessible piece of communication.

So well done FoH.

But more when I have read further!

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Geoff Kilpatrick
14 minutes ago, Mikey1874 said:

Governance proposals are here - first PDF

 

https://www.foundationofhearts.org/governance/

I chortled when they mention a "fit and proper" test for directors. If Dave King is "fit and proper" so is anyone! 

 

 

 

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davemclaren
15 hours ago, iainmac said:

 

So, for a minimum of 1 year's contributions, the pledger retains the right to vote on key matters whether they are / are not pledging at the time of said vote? 

 

I'd say that's a major concession on the original proposal and a clear sign that suggestions from here and elsewhere have been taken on board. 

I agree. 👍

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davemclaren
15 hours ago, iainmac said:

 

So, for a minimum of 1 year's contributions, the pledger retains the right to vote on key matters whether they are / are not pledging at the time of said vote? 

 

I'd say that's a major concession on the original proposal and a clear sign that suggestions from here and elsewhere have been taken on board. 

I agree. 👍

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Francis Albert
16 hours ago, 132goals1958 said:

 

I would hope it might encourage some to get back on board with their pledges.

I doubt if the original governance proposals caused any significant number to cancel their DDs. The evidence on here is that you can count the number interested in governance on the fingers of two hands, if not one.

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Francis Albert
17 hours ago, Footballfirst said:

The following proposal seems a bit "wordy".

 

The Foundation will not have a right to direct the Club as to how funding from the Foundation should be spent. That will be a matter for the Club board and management to decide. However, where it is clear that Foundation members would like to see funds used for a particular purpose, their views will be communicated to the Club Board by the Nominated Directors. The Nominated Directors will report annually to the members of the Foundation on how the contributions have been used by the Club.

 

I interpret it as FOH can't tell the club where they want FOH contributions spent, but they can ask, although the final decision lies with the club.

 

There is no indication of when, how, or how much FOH funds will be transferred to the club, e.g. monthly, on request from the club, or as FOH sees fit, regular or variable amounts. There is still no limit on the amount of pledges that FOH may retain for internal use.

 This (the wordy bit) seems OK to me. The principle of separation of FoH and club board roles is right and important. I'd expect communication from the Nominated Directors not only on how the funds were spent but also on the reasons why FoH's preferences were (if they were) over- ruled. There should also be some consultation about members' preferences before the Nominated Directors communicate FoH's views.

Isn't the fall back FoH power, if the club board rejects FoH's preferences without good reason or justification, not to re-elect them at the (club) AGM or put a motion forward at the AGM to remove them? It should never come to that but a useful power to ensure it doesn't!

 

I agree there should be definition of how, when, and with what deductions, members' contributions are passed to the club.

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iainmac
43 minutes ago, Francis Albert said:

I doubt if the original governance proposals caused any significant number to cancel their DDs. The evidence on here is that you can count the number interested in governance on the fingers of two hands, if not one.

 

There was a decent debate on here but the Governance proposals went out via various platforms (email / Twitter / FB etc) and responses had to be sent in via a specific email address so maybe more people went down that route? 

 

I certainly did. 

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Francis Albert
2 hours ago, iainmac said:

 

There was a decent debate on here but the Governance proposals went out via various platforms (email / Twitter / FB etc) and responses had to be sent in via a specific email address so maybe more people went down that route? 

 

I certainly did. 

I didn't mean to suggest that the JKB thread (which FoH quotes as an important source of feedback) was the only source of comments. Merely that the level of responses on here (and even more so the level of remotely critical responses) did not suggest there have been many (if any) cancellations of subs as a result of the proposed draft governance arrangements. That may be wrong - maybe you have better information?

 

But to get back to a positive note I was pleased that FoH invited and gave an email address for AGM questions from members unable to attend. I may have missed it but the club does not seem to have done the same for shareholders in relation to its AGM.

Edited by Francis Albert

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Geoff Kilpatrick

I'm also pleased that calls for "special directors" are far more transparent, as opposed to going through existing directors' business connections.

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Francis Albert
1 hour ago, Geoff Kilpatrick said:

I'm also pleased that calls for "special directors" are far more transparent, as opposed to going through existing directors' business connections.

I am not sure I see where this is covered, though I may be missing something or some earlier step.

As far as the FoH Board is concerned the changes seem to be

-increase from maximum 6 to 7 members

- always a majority of non-specialist directors

- the Chairman must be non-specialist if there is an even number of Directors and Chairman thus has a casting vote.

These changes cover a concern I raised about the scope for the FoH boad to be controlled indefinitely by a "clique".

For the club board there will (once ownership is transferred) be a nominations committee to advise on the appointment of the Chief Executive and a non-executive director, This committee will include the two FoH Directors on the club board.

I don't see any provisions making calls for specialist directors ) on the FoH board more transparent or subject to any more objective  test or scrutiny.

But I may be missing something.

Edited by Francis Albert

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Mikey1874

A 'Working Together' document setting out the relationship between the Foundation and the Club is still to be developed. 

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Mikey1874

Another vote will take place on the changes to the Foundation Constitution required by the new governance arrangements as they are implemented over the next 18 months when majority ownership transfers. 

 

This vote, or Resolution will allow amendments to be made if necessary though any major changes will be voted on. 

Edited by Mikey1874

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scott herbertson
21 hours ago, Francis Albert said:

I am not sure I see where this is covered, though I may be missing something or some earlier step.

As far as the FoH Board is concerned the changes seem to be

-increase from maximum 6 to 7 members

- always a majority of non-specialist directors

- the Chairman must be non-specialist if there is an even number of Directors and Chairman thus has a casting vote.

These changes cover a concern I raised about the scope for the FoH boad to be controlled indefinitely by a "clique".

For the club board there will (once ownership is transferred) be a nominations committee to advise on the appointment of the Chief Executive and a non-executive director, This committee will include the two FoH Directors on the club board.

I don't see any provisions making calls for specialist directors ) on the FoH board more transparent or subject to any more objective  test or scrutiny.

But I may be missing something.

 

 

Thanks for that summary - those are positive changes and good to see that notice is being taken of people's concerns

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Francis Albert
5 hours ago, Mikey1874 said:

Another vote will take place on the changes to the Foundation Constitution required by the new governance arrangements as they are implemented over the next 18 months when majority ownership transfers. 

 

This vote, or Resolution will allow amendments to be made if necessary though any major changes will be voted on. 

When you say "this vote" do you mean the one at the upcoming AGM? I wondered about this because, unlike more detailed draft governance proposals consulted on earlier the latest document is merely an outline.

The devil is in the detail as they say and things like (for example) the process for selecting candidates for specialist director positions (which was covered in earlier versions) seems to be missing from the latest document.

I also wonder how "major changes" are defined.

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John Findlay

Sorry been busy when is the FOH Agm?

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Francis Albert
On ‎29‎/‎11‎/‎2018 at 22:34, John Findlay said:

Sorry been busy when is the FOH Agm?

6pm, Wednesday 19th December.C

 

(Club AGM the day before at 11am.)

Edited by Francis Albert

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John Findlay
4 hours ago, Francis Albert said:

6pm, Wednesday 19th December.C

 

(Club AGM the day before at 11am.)

Thank you. Sadly miss both due to work.

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Nelly Terraces

.

Edited by Nelly Terraces

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Footballfirst

I was speaking to Stuart Wallace tonight at the youth cup tie, but decided that it wasn't the right place to ask him about governance.

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davemclaren
34 minutes ago, Footballfirst said:

I was speaking to Stuart Wallace tonight at the youth cup tie, but decided that it wasn't the right place to ask him about governance.

I bet he was relieved. 😃

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Footballfirst
32 minutes ago, davemclaren said:

I bet he was relieved. 😃

He was more interested in talking about his early years as a referee.  In fact there were quite a few refs and ex refs in the crowd.

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Mikey1874
On 27/11/2018 at 17:51, Footballfirst said:

Updated Governance proposals, to be voted on at a General Meeting to be held immediately following AGM

 

Find out soon 

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Mikey1874

Vote announced this evening. 

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132goals1958

99% carried

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Mikey1874
1 minute ago, 132goals1958 said:

99% carried

 Yeah.

 

There you go

 

 

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Mikey1874

In black and white

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132goals1958

The two seeking re-election won convincingly but I am pleased the guy I voted for is going to be involved in some capacity

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jambali

What a boring meeting though...

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davemclaren
2 hours ago, jambali said:

What a boring meeting though...

What were you expecting? 😄

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iainmac
7 hours ago, davemclaren said:

What were you expecting? 😄

 

Police in attendance, chairs flying, stink bombs..... 

 

Just the usual stuff. 😎 

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The Treasurer
24 minutes ago, iainmac said:

 

Police in attendance, chairs flying, stink bombs..... 

 

Just the usual stuff. 😎 

If nothing else, the pieman did make AGM's that wee bit more interesting 

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iainmac
31 minutes ago, The Treasurer said:

If nothing else, the pieman did make AGM's that wee bit more interesting 

 

That type of "excitement" we can all do without these days. Boring AGM's are actually a good thing! 

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The Treasurer
1 minute ago, iainmac said:

 

That type of "excitement" we can all do without these days. Boring AGM's are actually a good thing! 

Agreed

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davemclaren
2 hours ago, iainmac said:

 

Police in attendance, chairs flying, stink bombs..... 

 

Just the usual stuff. 😎 

I’m sure there was a fight outside after one agm as well. I prefer quieter events to be fair. 😎

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jambali
10 hours ago, davemclaren said:

What were you expecting? 😄

I've been to many a boring AGM, but this one was exceptional!!

 

These guys do a great job, but

 

The opening speech was waaaaay toooooo loooong.

 

Votes had already been decided.

 

Business of both meetings could have been done & dusted in half an hour.

 

I made sure I attended because the board were concerned about being inquorate, won't make that mistake again!!

 

On a positive though - the Mincemeat pies were good!! 😀

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davemclaren
3 minutes ago, jambali said:

I've been to many a boring AGM, but this one was exceptional!!

 

These guys do a great job, but

 

The opening speech was waaaaay toooooo loooong.

 

Votes had already been decided.

 

Business of both meetings could have been done & dusted in half an hour.

 

I made sure I attended because the board were concerned about being inquorate, won't make that mistake again!!

 

On a positive though - the Mincemeat pies were good!! 😀

I found the opening speech fine though maybe could have done with some slides to illustrate the key points. 

 

Great view of the stadium. The ‘grass lights’ enhance it a lot. Worth going for that alone but it’s important that members stay actively involved. 

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Footballfirst
2 hours ago, jambali said:

The opening speech was waaaaay toooooo loooong.

 

Votes had already been decided.

 

Business of both meetings could have been done & dusted in half an hour.

I agree. The purpose of an AGM is to review the performance over the reporting period and to look forward, not look back over several years.

 

Noone can be unaware of the clubs administration and the Bidco/FOH agreement that achieved a CVA. Noone is denying that the club and FOH has come a long way in the last four and a half years, but there is no need to repeat that history at every AGM.

 

1 hour ago, davemclaren said:

I found the opening speech fine though maybe could have done with some slides to illustrate the key points. 

 

Great view of the stadium. The ‘grass lights’ enhance it a lot. Worth going for that alone but it’s important that members stay actively involved. 

 

Dave - It was a great view illuminated by the "grass lights", so much so that I was minded to take a pic.

 

vSzy8Lm.jpg

Edited by Footballfirst

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davemclaren
14 minutes ago, Footballfirst said:

I agree. The purpose of an AGM is to review the performance over the reporting period and to look forward, not look back over several years.

 

Noone can be unaware of the clubs administration and the Bidco/FOH agreement that achieved a CVA. Noone is denying that the club and FOH has come a long way in the last four and a half years, but there is no need to repeat that history at every AGM.

 

 

Dave - It was a great view illuminated by the "grass lights", so much so that I was minded to take a pic.

 

vSzy8Lm.jpg

Beautiful. 

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scott herbertson
On 28/11/2018 at 13:11, iainmac said:

 

There was a decent debate on here but the Governance proposals went out via various platforms (email / Twitter / FB etc) and responses had to be sent in via a specific email address so maybe more people went down that route? 

 

I certainly did. 

 

 

I did too, and in fact the revised proposal is quite close to what I suggested in my  email message. So I’m happy.

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scott herbertson
2 hours ago, Footballfirst said:

I agree. The purpose of an AGM is to review the performance over the reporting period and to look forward, not look back over several years.

 

Noone can be unaware of the clubs administration and the Bidco/FOH agreement that achieved a CVA. Noone is denying that the club and FOH has come a long way in the last four and a half years, but there is no need to repeat that history at every AGM.

 

 

Dave - It was a great view illuminated by the "grass lights", so much so that I was minded to take a pic.

 

vSzy8Lm.jpg

 

A fantastic picture

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davemclaren
56 minutes ago, scott herbertson said:

 

 

I did too, and in fact the revised proposal is quite close to what I suggested in my  email message. So I’m happy.

I attended and voted for the proposal. However,  I expressed concerns over FoH funds just being subsumed into general income as opposed to having specific uses, particularly for infrastructure type projects. To be fair it was virtually the same point I made a year ago and Ann and Alex Mackie’s responses were virtually the same as they made last year as well. 

 

It’s good to see consistency from us all. 😄

 

 

 

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7628mm
1 hour ago, scott herbertson said:

 

A fantastic picture

 

I did suggest to someone else looking out on the pitch that I may pop out and top up my tan.

 

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Francis Albert

The revised proposal is not what I wanted but meets about half of my concerns so there it is - water under the bridge now.

Would that  Remainers and Leavers could enter into things with a similar appetite for compromise!

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