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Poseidon

FoH poll - Short term direction

Short term direction of FoH  

268 members have voted

  1. 1. What should be the short term direction of FoH when we become majority shareholders upon repayment of the loan?

    • Immediately look to call and EGM and ask for a change in CEO
    • Leave CEO in charge but ask/campaign for more FoH representation on the Hearts board
    • Leave things as they are with current processes and representation in place
    • Other (add comments below)


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Nobreath

Shame this poll couldn't be limited to those that actually make contributions to the FoH, might change the voting percentages a fair bit.

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jambobob61
11 minutes ago, davemclaren said:

Ann currently has the majority holding but when she sells to FoH ( A few months away dependant on contributions ) they will have the majority holding. 

And minority vote, you can't be that thick!

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davemclaren
1 minute ago, jambobob61 said:

And minority vote, you can't be that thick!

How can a 75% shareholding be a minority holding or vote at an agm/egm?  

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Saint Jambo
21 minutes ago, jambobob61 said:

This thread is about short term influence of FoH on Hearts.

Short term, none! It's Annes baw, she wants it she gets it!

Longer term little. FoH own 75% of next to nowt with 40% of any minor vote and an impossible dream to achieving a win on a major vote! The 25% hold sway, have the majority in decision making.

Who owns it, who controls it, who might benefit from it are all red herrings if it comes to another crash!

This mess has been created under Anne. She seems to have learned little on the football side in 5 years and for the past 3 made no preparation for life without Levein. The current manager recruitment debacle defies words. She is crushing hope and trust!

 

 

Are you suggesting that the 25% minority shareholders will make-up/ appoint the other 60% of the Board?

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davemclaren
1 minute ago, Saint Jambo said:

 

Are you suggesting that the 25% minority shareholders will make-up/ appoint the other 60% of the Board?

Who knows?

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JamboGraham

We can only really answer this poll on the assumption that nothing will change between now and the repayment of the loan.

 

If we are in the top flight, with a decent/competent manager in place, winning most of the matches that we are expected to win and put up a decent fight in the ones we aren't then the vast majority won't give two hoots what the FOH does, who the CEO is, or how much influence each one of us has individually.

 

 

 

 

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jambobob61
9 minutes ago, Saint Jambo said:

 

Are you suggesting that the 25% minority shareholders will make-up/ appoint the other 60% of the Board?

Yep, it is in the governance agreement!

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jambobob61
11 minutes ago, davemclaren said:

How can a 75% shareholding be a minority holding or vote at an agm/egm?  

You say you have read the documents, did you read the part of 2 FoH reps and 3 others on the board?

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Poseidon

Currently 6 active members on the Hearts board following CL no longer being on it.

 

2 of them (33%) are Directors of FoH, S Wallace and D Cumming.

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davemclaren
Just now, jambobob61 said:

 

19 minutes ago, jambobob61 said:

You say you have read the documents, did you read the part of 2 FoH reps and 3 others on the board?

Yes. Did you read how they would appointed?

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Saint Jambo
15 minutes ago, jambobob61 said:

Yep, it is in the governance agreement!

 

I don't think that is right. I looked in detail at the FOH governance document when it was out for consultation and made a lengthy submission highlighting some of my concernsand suggesting some improvements. Fairly sure there is a sub-committee to recruit some of the Board members. That sub-committe includes at least one of the FOH Board members. The remaining board members are not appointed by the minrotiy shareholders. It is fairly common for Boards to include members that aren't simply the representatives of various shareholdings. It is also normal in these situations for the representatives of a 75% shareholding to wield a influence beyond their one vote in board meetings. In part this is because if the Board did something they really didn't agree with, they always have the option of calling an EGM and using their 75% share at that meeting to force the company's hand.

 

I don't think there is anything that Davemaclaren has posted that I'd disagree with.

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Jambof3tornado
4 hours ago, Dirty Deeds said:

I suspect that Budge will move on soon after the deal concludes.  She would have to be masochistic to stay.

She'll stay on if we are doing ok under the new manager.

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Saint Jambo

Correction to above. FOH wouldn't even have to call an EGM for most things. They could simply use the written resolution procedures in the comapnies act to force the board's hand if it was acting in a way FOH disagreed with.

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jambobob61
12 minutes ago, Saint Jambo said:

 

I don't think that is right. I looked in detail at the FOH governance document when it was out for consultation and made a lengthy submission highlighting some of my concernsand suggesting some improvements. Fairly sure there is a sub-committee to recruit some of the Board members. That sub-committe includes at least one of the FOH Board members. The remaining board members are not appointed by the minrotiy shareholders. It is fairly common for Boards to include members that aren't simply the representatives of various shareholdings. It is also normal in these situations for the representatives of a 75% shareholding to wield a influence beyond their one vote in board meetings. In part this is because if the Board did something they really didn't agree with, they always have the option of calling an EGM and using their 75% share at that meeting to force the company's hand.

 

I don't think there is anything that Davemaclaren has posted that I'd disagree with.

The entire agreement is quite unclear in places, the 'other' board members and their selection will not be in the hands of the FoH. Only 2 are dedicated to the FoH.

 

FoH - "on the winding-up or dissolution of the Company, any assets or property that remains available to be distributed or paid to the Members (“net assets”) shall not be paid or distributed to such Members but shall be transferred to another body (charitable or otherwise) with objects similar to those of the Company (FoH)".......no mention of the 'new club' being given any proceeds back.

 

"the Foundation will not become directly involved in the running of the Club’s business – that is the responsibility of the Club’s executive management under the leadership of the chief executive;" A meaningless rule if the FoH overload the club committee!

 

"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."

 

"although the Foundation will have the largest single shareholding in the Club (75.1%), it will not be the sole shareholder. The rights and interests of the other shareholders (many of whom will be members of the Foundation) will need to be recognised and respected, and decisions of the Club Board will require to be made in the interests of shareholders as a whole;" 75% does not automatically rule!

 

"The Foundation will not become involved with the day-to-day running of the Club. The governance framework would be compromised if this rule was not properly understood or respected."

 

"Reserved club board matters - e.g. appointment and dismissal of the chief executive, finance director or first team manager, and determination of their remuneration;" FoH may not be happy with e.g. Levein, but tough luck!

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Jambo-Fox
1 hour ago, jambobob61 said:

1) Define correct owner, Vlad? The only offer made at what would be a time of crisis once more?

2) No mention anywhere of money raised going into 'new' club! Is this supposition/ hope on your part?

3) Best price! I'll buy it for e.g. £4m if I get the money straight back! Best price and Correct Owner are likely mutually exclusive!

I don’t understand where you are coming from .... money seems important.

 

Do you think if the FoH sold their shares the money raised from this sale should be split amongst the members, is that what you want? Surely that would be totally wrong?
 

The FoH members pay to make everything about Hearts better and sustainable in the long term for future generations!

 

PS perhaps the best owners are the FoH now and forever!!

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Dusk_Till_Dawn

Whatever the vote, the answer will he ‘continue to do nothing and say nothing about the regime.

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Footballfirst
4 hours ago, davemclaren said:

I looked on the FoH website but couldn’t find anything. I think it might have been only 5% or so voted against ( of those who voted ) but @Footballfirst will know I imagine. 

 

From FOH's March Blog (re the AGM):

There was also a constructive discussion in the room on the Foundation’s governance blueprint and the vote concluded with 99% of pledgers voting in favour of the proposals. The Foundation board will now move forward on the mandate to put those proposals into effect, working closely with the club to ensure any legal or financial changes (e.g. changes to the articles and/or presentation of financial accounts) are in hand to reflect the change in majority ownership.

Edited by Footballfirst

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Footballfirst

Has anyone received an email advising that the Accounts and  "Notice of AGM" have been posted on the FOH website? The AGM document is dated 29 November.

 

https://www.foundationofhearts.org/media/327/foundation-of-hearts-limited-30-june-2019-full-accounts.pdf

 

https://www.foundationofhearts.org/media/323/633344027_2.pdf

 

Some light reading ahead.

Edited by Footballfirst

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jambobob61
48 minutes ago, Jambo-Fox said:

I don’t understand where you are coming from .... money seems important.

 

Do you think if the FoH sold their shares the money raised from this sale should be split amongst the members, is that what you want? Surely that would be totally wrong?
 

The FoH members pay to make everything about Hearts better and sustainable in the long term for future generations!

 

PS perhaps the best owners are the FoH now and forever!!

If money was that important would it have been given so easily? Indeed I just re-read the bit about charity benefiting, I'd missed that before. It just seems to me that FoH are intentionally kept at arms length and 'proper shareholders' somehow treated differently? This is worse case scenario, obviously, by that point the assets might be less than debts, unlikely to happen, hopefully.

Many seem to think the FoH just take the club over without constraints, which is obviously untrue.

And it feels like Anne has a bit of a smell under her nose at times with regard to ordinary Hearts supporters.

 

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davemclaren
11 minutes ago, jambobob61 said:

If money was that important would it have been given so easily? Indeed I just re-read the bit about charity benefiting, I'd missed that before. It just seems to me that FoH are intentionally kept at arms length and 'proper shareholders' somehow treated differently? This is worse case scenario, obviously, by that point the assets might be less than debts, unlikely to happen, hopefully.

Many seem to think the FoH just take the club over without constraints, which is obviously untrue.

And it feels like Anne has a bit of a smell under her nose at times with regard to ordinary Hearts supporters.

 

Once again, FoH is a shareholder ( majority shareholder next year all going to plan ) in the club but their members are not. I think you need to revisit your bar-room to refresh your expertise as you are all over the place here. 😄

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Zinc Finger

Thank god the new set up will not be controlled by Jambos Knee Jerk Kickback!  Ann Budge has created an efficient lean machine to develop and fund the club/team into the future and has performed minor financial miracles over the last couple of years compared with what happens at many clubs (and ours in the past). The team will recover and the board will be stable but have FOH input.

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davemclaren
1 hour ago, Footballfirst said:

Has anyone received an email advising that the Accounts and  "Notice of AGM" have been posted on the FOH website? The AGM document is dated 29 November.

 

https://www.foundationofhearts.org/media/327/foundation-of-hearts-limited-30-june-2019-full-accounts.pdf

 

https://www.foundationofhearts.org/media/323/633344027_2.pdf

 

Some light reading ahead.

You aren’t kidding about the light reading. 😳

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Poseidon
1 hour ago, Footballfirst said:

 

From FOH's March Blog (re the AGM):

There was also a constructive discussion in the room on the Foundation’s governance blueprint and the vote concluded with 99% of pledgers voting in favour of the proposals. The Foundation board will now move forward on the mandate to put those proposals into effect, working closely with the club to ensure any legal or financial changes (e.g. changes to the articles and/or presentation of financial accounts) are in hand to reflect the change in majority ownership.

Any idea of actual numbers? I'd be surprised if even 25% of the c. 8,000 membership voted but happy to be proved wrong

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Footballfirst
54 minutes ago, davemclaren said:

You aren’t kidding about the light reading. 😳

 

The FOH Accounts and donation levels are actually much better than I had expected. You may recall that the Club's accounts showed that the amount handed over to fund the stand and repay the Bidco loan had fallen from £1.44m in 2017/18 to £1.32m in 2018/19 (a fall of 8.33%).  That suggested a concern about falling pledger numbers.

 

Those numbers don't tell the whole story.  The actual amount received by FOH in pledges, before expenses, only fell from £1.493m to £1.468m (a fall of just 1.71%).

 

So why the difference from a fall of 8.33% in cash handed over and a reduction of just 1.71% in pledges?  The accounts tell us that at year end FOH was carrying a cash balance of £121k against £14.5k last year. Now why FOH should be carrying such a large balance of cash, I don't know. My understanding was that FOH was supposed to use 95% of its pledges to pay down the loan.  It's a question for the AGM I suppose.  The good news is that we should be £121k closer to fan ownership than it looked when the club's accounts were published.

 

FOH's own expenses for the year fell from £46k to £41k, so money isn't being squandered.  However, unlike previous years, there is no breakdown of how the expenses were used, e.g. DD charges, accountants fees, plot ceremonies etc., another question for the AGM.

 

Edited by Footballfirst

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Jamstomorrow
6 hours ago, i8hibsh said:

 

Woah woah stop. Rewind.

 

We have thinkers?

image.jpeg.8f084310ac886f225b378ee51ed8bfc1.jpeg    I think therefore I am.

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Francis Albert

Good to see governance is at last getting some attention. FoH made little real attempt to engage the membership before the current governance arrangements were agreed. And on here it was generally viewed as akin to treason to question those arrangements. Treason or nitpicking.

But if the current decline in FoH membership can be stalled we still have a chance to have more open democratic and influential governance rather than the cliquish- controlled arrangement we voted for last year.

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Coco

I will vote to take Stewart Wallace off the FoH Board.

 

He has been an insider complicit in the mess which the Club Board have made of the 'football department'.

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Jambo-Fox
5 hours ago, jambobob61 said:

If money was that important would it have been given so easily? Indeed I just re-read the bit about charity benefiting, I'd missed that before. It just seems to me that FoH are intentionally kept at arms length and 'proper shareholders' somehow treated differently? This is worse case scenario, obviously, by that point the assets might be less than debts, unlikely to happen, hopefully.

Many seem to think the FoH just take the club over without constraints, which is obviously untrue.

And it feels like Anne has a bit of a smell under her nose at times with regard to ordinary Hearts supporters.

 

These matters are actually quite complicated (especially when legal language is used) and hard to understand. So I suggest you talk to a kindly person that can explain things to you in a way that  makes sense to you.

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davemclaren
56 minutes ago, Francis Albert said:

Good to see governance is at last getting some attention. FoH made little real attempt to engage the membership before the current governance arrangements were agreed. And on here it was generally viewed as akin to treason to question those arrangements. Treason or nitpicking.

But if the current decline in FoH membership can be stalled we still have a chance to have more open democratic and influential governance rather than the cliquish- controlled arrangement we voted for last year.

A bit harsh given there were several meetings, a fun thread on here, the FoH website and an online poll. 

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mitch41

I’ll hold onto my vote until I know what’s happening with the management of our team. 
I believe this vote is just a bit too early for most of us.

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davemclaren
9 minutes ago, mitch41 said:

I’ll hold onto my vote until I know what’s happening with the management of our team. 
I believe this vote is just a bit too early for most of us.

Both AGMs are on 17/12 so we will surely have a manager by then. There were no candidates challenging the two retiring FoH directors which surprised me. 

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Jarhead
7 hours ago, jambobob61 said:

And minority vote, you can't be that thick!

Saint Jambo has answered this but it might be worth noting this was brought up at last years FoH agm. 
Ongoing FoH may well make up the minority of the club board but that is no different to the present structure. 
Budge has the majority vote at an agm but is a minority vote during board meetings. 
The other board members can vote against her wishes but then she can remove them at an agm/egm. 
This will still be the case when FoH become the majority share holder. 
 

Anyway, it’s always occurred to me that even if the majority of the board were from FoH, there is no guarantee that they would always be in full agreement with each other on any vote.

 

My own preference for FoH is for it to also be a vehicle for us to become Socio members of the club with rights such as a direct vote on who becomes chairman.

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davemclaren
1 minute ago, Jarhead said:

Saint Jambo has answered this but it might be worth noting this was brought up at last years FoH agm. 
Ongoing FoH may well make up the minority of the club board but that is no different to the present structure. 
Budge has the majority vote at an agm but is a minority vote during board meetings. 
The other board members can vote against her wishes but then she can remove them at an agm/egm. 
This will still be the case when FoH become the majority share holder. 
 

Anyway, it’s always occurred to me that even if the majority of the board were from FoH, there is no guarantee that they would always be in full agreement with each other on any vote.

 

My own preference for FoH is for it to also be a vehicle for us to become Socio members of the club with rights such as a direct vote on who becomes chairman.

What is a Socio member and how does that work in UK company law?

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Jarhead
2 minutes ago, davemclaren said:

What is a Socio member and how does that work in UK company law?

TBH Dave, I have no idea about how it could work within our legal system but I’ve always been attracted to the German 50+1 model were not only are the fans just part of a share holding organisation but are also actual members of the club.

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davemclaren
6 minutes ago, Jarhead said:

TBH Dave, I have no idea about how it could work within our legal system but I’ve always been attracted to the German 50+1 model were not only are the fans just part of a share holding organisation but are also actual members of the club.

That model does seem to work well in Germany  but not sure if/how it could be applied in the UK. In the early days of FoH Alex Mackie often mentioned the Barcelona model but, again, can it easily be applied here?

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The Frenchman Returns
8 hours ago, Saint Jambo said:

 

Are you suggesting that the 25% minority shareholders will make-up/ appoint the other 60% of the Board?

That's the impression I am getting from this thread

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mitch41
2 hours ago, davemclaren said:

Both AGMs are on 17/12 so we will surely have a manager by then. There were no candidates challenging the two retiring FoH directors which surprised me. 

I will miss the 2 AGM’s because I’ll be in Lanzarote. I recon the vast majority of FOH members like myself don’t know if the 2 directors from FOH are good in their positions. I wouldn’t recognise them never mind remembering their names which i admit is my own fault. But on the poll I’ll wait to see what happens with Stendel and his men as well as where McPhee, Daly & co end up.

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davemclaren
2 hours ago, The Frenchman Returns said:

That's the impression I am getting from this thread

It’s not true. 

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Coburg Hearts
15 hours ago, jambobob61 said:

Gibberish!

The FoH members own the FoH. The FoH will  'own' the 75% of Hearts you say.

The 25% have full rights protected and possibly more?

The 75% have agreed an arms length relationship within a minority on the board(s) and no effective influence.

If it all goes wrong the 75% have no rights to any amount raised on sale of assets.

If that isn't 2 distinct levels of shareholder be it in person or in trust then I am at a loss as to what you are talking about and how you expect FoH to challenge the Hearts board?

Why the need to be so aggressive?

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Coburg Hearts
15 hours ago, scott herbertson said:

I voted other

 

We are better led as a business than any time in my lifetime. I do believe in fan ownership though. My preference would be a transition where things remain the same in the first year and AB is paid as CEO. She then moves up to an honorary function (?President?)  and a new CEO appointed by FOH takes the lead.

At last, something I can comprehend.

Tell you what, if the members of the FOH are representative or similar to the members* on here, I'm quite happy we will be at arms length.

 

*I wonder how many hobbits and non FOH members have taken part in this poll? Quite a few, I'd imagine.

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Coburg Hearts
15 hours ago, jambobob61 said:

Absolute rubbish!

So much aggression.

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Coburg Hearts
14 hours ago, highlandjambo3 said:

Let’s leave the thinking to the thinkers

Or people who know what they're talking about. Same thing, probably, which leaves me out of the equation.

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Coburg Hearts
14 hours ago, highlandjambo3 said:

Course we do.......

I think it’s very important to think...

what do you think?

Can I think about it?

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Icon of Symmetry

Nice to find out pledges haven’t dropped as much as previously thought.

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Poseidon

Assuming the membership was 8,000 at the time of the voting on the governance proposal around this time last year then c.37% of people cast a vote, with 99% of those voting for the proposals.

Edited by Poseidon

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Poseidon

The votes cast were counted as those in the room for the AGM and in the online poll shortly after the AGM.

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