AGMs

[Jambo-Fox]

50 minutes ago, Disco Dave said:

I understand that the AGM needs to be a closed event given the circumstances but it’s disappointing that they have chosen not to broadcast online. Unless there’s a legal reason why they cant that is.

I agree it’s disappointing that it appears that it is not possible to observe an online broadcast. I’ve never attended an AGM but expected this was the year I could observe from afar! I’m sure I’ll find something less boring to watch!

[Francis Albert]

1 hour ago, Disco Dave said:

Questions can be submitted in advance though:

 

”issues or concerns arising from the business proposed to be conducted at the meeting. Appropriate questions on the business of the meeting should be emailed to [email protected] before 6.00pm on Tuesday 15 December 2020 and responses will be posted on the Company’s website on the day after the meeting. The Company will answer any such questions relating to the business being dealt with at the meeting, but no such answer need be given if:
a) to do so would interfere unduly with the preparations for the meeting or involve the disclosure of confidential information; or b) the answer has already been given on a website in the form of an answer to a question; or
c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.”

c) is a great catch all for avoiding answering questions ... something boards of directors are renowned for. No need this year for that classic of switching off the mic if anyone gets too close to any bone!

[Francis Albert]

1 hour ago, Disco Dave said:

I understand that the AGM needs to be a closed event given the circumstances but it’s disappointing that they have chosen not to broadcast online. Unless there’s a legal reason why they cant that is.

Many companies have on-line coverage of their AGMs. There is no legal obstacle that I am aware of.

Edited November 17, 2020 by Francis Albert

[Francis Albert]

19 hours ago, JamboAl said:

I could not care less what your definition is..  That's totally irrelevant.

I did not say "unquestionably".  You made that up!

I trust most people up to the point where I have reason not to.  The accounts are likely to be publicised shortly.  Why don't you desist from continually bumping your gums at least until you see them.

 

 

Well spotted. The clues however were pretty clear. I said it was my definition and there were no quotation marks. 

 

 

[Footballfirst]

I thought that there could be an issue for HMFC plc in ensuring a quorum for the meeting. However, on reading the Articles of Association (last update 2010?), it seems that a quorum = 2. (Article 49.2)

 

The quorum for FOH general meetings is 51 (Article 26.1), so I don't know how they will handle that one.

Edited November 17, 2020 by Footballfirst

[Footballfirst]

1 hour ago, Francis Albert said:

c) is a great catch all for avoiding answering questions ... something boards of directors are renowned for. No need this year for that classic of switching off the mic if anyone gets too close to any bone!

All questions should be capable of being answered, although the answer may be that information cannot be disclosed for reasons of ...........   e.g. commercial confidentiality 

[Snedescu]

Is there a reason why it’s not being done virtually by Zoom or similar software? It seems a lost opportunity to connect with shareholders aka the fans! 

[Footballfirst]

In general terms, I find it very disappointing that the club has chosen not stream the event at all. Even without the active participation and interaction with shareholders, it would have been better to see the Board members read out and respond to questions live, rather than have questions answered by persons unknown, in written form, after the event. 

[JamboAl]

1 hour ago, Francis Albert said:

Well spotted. The clues however were pretty clear. I said it was my definition and there were no quotation marks. 

 

 

As I said your definition is totally irrelevant.

As regards your last piece of nonsense about avoiding answering questions, they are in fact inviting them.  It will be interesting to see what you submit (if questions are published) but don't be surprised if some are not fully answered because of commercial sensitivity.  That is normal practice.

[Francis Albert]

15 minutes ago, JamboAl said:

As I said your definition is totally irrelevant.

As regards your last piece of nonsense about avoiding answering questions, they are in fact inviting them.  It will be interesting to see what you submit (if questions are published) but don't be surprised if some are not fully answered because of commercial sensitivity.  That is normal practice.

Inviting them but only answering the ones they want to. And as FA has said not answering those they do choose to answer directly but in  written form after the event. The decision on what questions to answer seems wholly subjective.

 

[Francis Albert]

Just now, Francis Albert said:

Inviting them but only answering the ones they want to. And as FA has said not answering those they do choose to answer directly but in  written form after the event. The decision on what questions to answer seems wholly subjective.

(Actually your replies to me are excellent examples of how to avoid points. Just repeat ad nauseam that what I say is irrelevant)

 

[Francis Albert]

45 minutes ago, Francis Albert said:

Inviting them but only answering the ones they want to. And as FA has said not answering those they do choose to answer directly but in  written form after the event. The decision on what questions to answer seems wholly subjective.

 

FF/Footballfirst of course.

Edited November 17, 2020 by Francis Albert

[JamboAl]

2 hours ago, Francis Albert said:

Inviting them but only answering the ones they want to. And as FA has said not answering those they do choose to answer directly but in  written form after the event. The decision on what questions to answer seems wholly subjective.

 

As I said some direct answers could be commercially sensitive .

[DETTY29]

11 hours ago, Footballfirst said:

In general terms, I find it very disappointing that the club has chosen not stream the event at all. Even without the active participation and interaction with shareholders, it would have been better to see the Board members read out and respond to questions live, rather than have questions answered by persons unknown, in written form, after the event. 

I think anyone putting a q in should also add how disappointed they are that the AGM isn't being streamed.

 

Any shareholder that is a member of HMSA should also be asking them to lobby the club to stream.

[Fly the Saltire]

It doesn't say much for the competence of our Company Secretary when the AGM notice as published on Hearts Website states:

 

"The 2020 Annual General Meeting will be a closed meeting, in light of the UK Government’s restrictions on public gatherings,
which are in place at the time of issuing this notice."  when the meeting  is being held  in Edinburgh and subject to guidance/restrictions issued by the Scottish government.

 

If this is their attention to detail then God help us. 

[JamboAl]

1 hour ago, weehammy said:

Despite all the platitudes from Budge and from FOH about our ‘wonderful fans’, imo fans, whether shareholders, FOH contributors or season tickets holders, are taken for granted by the club.

 

What do you think should happen?

[Baxfee]

I’m interested in the accounts but actually watching an AGM? I’d rather poke myself in the eye with a big stick!!! 

[davemclaren]

6 minutes ago, Baxfee said:

I’m interested in the accounts but actually watching an AGM? I’d rather poke myself in the eye with a big stick!!! 

The last entertaining AGM was when Roman chaired it. 

[Francis Albert]

5 hours ago, davemclaren said:

The last entertaining AGM was when Roman chaired it. 

Was that when he was asked what would happen if Vlad died and said "well he won't be picking the team". Best response ever to a question at an AGM.

[davemclaren]

19 minutes ago, Francis Albert said:

Was that when he was asked what would happen if Vlad died and said "well he won't be picking the team". Best response ever to a question at an AGM.

One of several interesting moments. 

[Footballfirst]

This is how Aberdeen intends to conduct their AGM using Zoom.  I see no reason why Hearts couldn't do something similar.

 

Quote

Notice of Annual General Meeting

 

Due to restrictions placed upon us all by coronavirus, it is not possible to hold an Annual General Meeting (AGM) conducted in accordance with our Articles of Association by means of the usual physical meeting of shareholders at Pittodrie Stadium. Instead, we will make use of special coronavirus provisions put in place by the government to permit the use of remote video AGM’s. The AGM will therefore be held by Zoom Webinar on Monday 14 December at 7:00pm.

 

Each shareholder will receive their Notice of Meeting, Proxy Card and Attendance Card by mail as normal and should pay close attention to the following instructions which are also on the Attendance Card.

 

All shareholders who wish to participate in the Zoom Webinar AGM, are asked to pre-register on the AFC website www.afc.co.uk/agm2020 at least 48 hours in advance. Following registration, shareholder attendees will be sent a link and password to the email address you provide, in order to allow access to the meeting. Shareholders should log in to the meeting about 10 minutes in advance of the scheduled 7:00pm start time.

 

During the AGM, we will make use of the Zoom polling feature, and shareholders will be able to vote on the various resolutions put to the meeting. We will also do our best to allow questions to be asked in a question and answer session (Q&A) following the formal part of the meeting. However, as a preference, we would ask that shareholders add any questions they might want discussed at the AGM to the Q&A box provided during the registration process, so that the fullest answer possible may be given. Please understand that if the number of attendees in the Zoom Webinar is higher than the normal attendance at an AGM, it may not be possible to ask additional questions during the meeting.

 

As a safeguard against possible technical failure during the Zoom Webinar, we would ask all shareholders to return their Proxy Card votes even if they will be attending the Zoom Webinar AGM

 

Edited November 20, 2020 by Footballfirst

[Jambo-Fox]

Just received my Notification and Proxy voting form

[Bull's-eye]

3 hours ago, Footballfirst said:

This is how Aberdeen intends to conduct their AGM using Zoom.  I see no reason why Hearts couldn't do something similar.

 

 

 

I can think of plenty reasons.

 

The most obvious being cost. 

[Pasquale for King]

3 hours ago, Footballfirst said:

This is how Aberdeen intends to conduct their AGM using Zoom.  I see no reason why Hearts couldn't do something similar.

 

 

I was expecting to read that when I opened the letter today. 

[Pasquale for King]

On 18/11/2020 at 15:17, Baxfee said:

I’m interested in the accounts but actually watching an AGM? I’d rather poke myself in the eye with a big stick!!! 

Not much else going on atm 🙈

[Footballfirst]

6 minutes ago, Bull's-eye said:

 

I can think of plenty reasons.

 

The most obvious being cost. 

The interactive Zoom Webinar facility that Aberdeen is using can be purchased for £1,120 for a year's licence and accommodates up to 500 participants. 

[davemclaren]

55 minutes ago, Footballfirst said:

The interactive Zoom Webinar facility that Aberdeen is using can be purchased for £1,120 for a year's licence and accommodates up to 500 participants. 

How many shareholders do we have?

[Footballfirst]

11 minutes ago, davemclaren said:

How many shareholders do we have?

Just over 8,000, but the AGM normally has around 300 attendees.

[davemclaren]

7 minutes ago, Footballfirst said:

Just over 8,000, but the AGM normally has around 300 attendees.

👍

 

The formal agm is generally boring ( for most 😎 ) but the informal chairman/ manager questions after tend to be the ‘highlight’. 

[SectionFJambo]

Someone might ask a hard question. Can't have that.

[Footballfirst]

11 minutes ago, SectionFJambo said:

Someone might ask a hard question. Can't have that.

There will certainly be a few relating to tonight's abject performance.

[Paolo]

8 hours ago, Footballfirst said:

Just over 8,000, but the AGM normally has around 300 attendees.

None this year. A closed meeting due to Covid. 

[Famous 1874]

“Ann when will you **** off”

[kingantti1874]

9 hours ago, Famous 1874 said:

“Ann when will you **** off”

good idea - I mean - it’s not as if we need the financial backing this year, I’m sure we will be fine

 

honest to **** 😂😂

[Francis Albert]

23 hours ago, Footballfirst said:

Just over 8,000, but the AGM normally has around 300 attendees.

Only one shareholder whose voice or opinion counts for anything.

 

I find it slightly galling that Ann is reappointing under rotation (is that for three more years?) her existing board six months after FoH should have taken ownership.

 

No doubt given FoH's hands off approach nothing much will change when ownership is transferred but the board would have more credibility/authority/ legitimacy if the respresentatives of the 8000 who have more than fulfilled the terms of the FoH/Bidco agreement were voting for it.

[davemclaren]

51 minutes ago, Francis Albert said:

Only one shareholder whose voice or opinion counts for anything.

 

I find it slightly galling that Ann is reappointing under rotation (is that for three more years?) her existing board six months after FoH should have taken ownership.

 

No doubt given FoH's hands off approach nothing much will change when ownership is transferred but the board would have more credibility/authority/ legitimacy if the respresentatives of the 8000 who have more than fulfilled the terms of the FoH/Bidco agreement were voting for it.

How would it work in practice though? I’m expecting the FoH board to act as representatives and not delegates so I wouldn’t expect the FoH membership to have a direct say in Club director appointments or re-appointments.  

[Francis Albert]

45 minutes ago, davemclaren said:

How would it work in practice though? I’m expecting the FoH board to act as representatives and not delegates so I wouldn’t expect the FoH membership to have a direct say in Club director appointments or re-appointments.  

I didn't suggest FoH members should vote They are not club shareholders.

 

When and if ownership is finally transferred FoH as 75.1% shareholder will have the power and I would say duty to appoint and reappoint all club directors by voting at the club AGM.

 

As 90% owner Ann certainly exercises that power and I would expect FoH to do the same ... otherwise what is the point of being 75.1% owner. Of course that doesn't mean FoH should be involved in the day to day operation between AGMs. The current majority owner of course does (with to put it mildly mixed results) but that is not the FoH model. 

[davemclaren]

19 minutes ago, Francis Albert said:

I didn't suggest FoH members should vote They are not club shareholders.

 

When and if ownership is finally transferred FoH as 75.1% shareholder will have the power and I would say duty to appoint and reappoint all club directors by voting at the club AGM.

 

As 90% owner Ann certainly exercises that power and I would expect FoH to do the same ... otherwise what is the point of being 75.1% owner. Of course that doesn't mean FoH should be involved in the day to day operation between AGMs. The current majority owner of course does (with to put it mildly mixed results) but that is not the FoH model. 

Sorry, misinterpreted your previous post. 

[Coco]

FoH email call for director nominees today.

 

But no word in the email if the FoH Board are going to use the AGM to continue to drive forward their aim to make it easier to sell the club by reducing the majority vote required to do so.  Nor anything about whether they are going to ask the membership if they actually want to get what they have paid for - the ownership of the club.

[davemclaren]

53 minutes ago, Coco said:

FoH email call for director nominees today.

 

But no word in the email if the FoH Board are going to use the AGM to continue to drive forward their aim to make it easier to sell the club by reducing the majority vote required to do so.  Nor anything about whether they are going to ask the membership if they actually want to get what they have paid for - the ownership of the club.

Has the list of proposals to be voted in been published yet?

[Footballfirst]

14 minutes ago, davemclaren said:

Has the list of proposals to be voted in been published yet?

That will come when the actual AGM notice is issued, probably three or four weeks before the meeting (minimum notice period is two weeks).

Edited November 25, 2020 by Footballfirst

[davemclaren]

2 minutes ago, Footballfirst said:

That will come when the actual AGM notice is issued, probably three or four weeks before the meeting (minimum notice period is two weeks).

That’s what I thought. Thanks. 

[Kiwidoug]

On 18/11/2020 at 10:32, Footballfirst said:

I thought that there could be an issue for HMFC plc in ensuring a quorum for the meeting. However, on reading the Articles of Association (last update 2010?), it seems that a quorum = 2. (Article 49.2)

 

The quorum for FOH general meetings is 51 (Article 26.1), so I don't know how they will handle that one.

No wonder we drive them crazy.  Quorum is 51 😂😂😂🤣.

 

Will their AGM confirm they are skint?

[Dusk_Till_Dawn]

On 21/11/2020 at 09:04, kingantti1874 said:

good idea - I mean - it’s not as if we need the financial backing this year, I’m sure we will be fine

 

honest to **** 😂😂

Weird scenario where we’re so scared of losing someone who’s done so much damage

[sum31uk]

Currently filling in my proxy. Are we required to submit some sort of shareholder reference number at the top where it says 'shareholder reference'? I can't work out if this is referring to the name and address below or requires a number that I've not got - isn't anything obvious on my equitini account.

 

Thanks

[Francis Albert]

4 hours ago, sum31uk said:

Currently filling in my proxy. Are we required to submit some sort of shareholder reference number at the top where it says 'shareholder reference'? I can't work out if this is referring to the name and address below or requires a number that I've not got - isn't anything obvious on my equitini account.

 

Thanks

If you have a share certificate (my shares are from the 2012 share offering) it will have a Shareholder Reference Number (11 digits) on it. Those certificates were dated 23/09/2014 and sent out around that time. I assume share certificates of earlier vintage also had a Shareholder Reference Number. 

[Footballfirst]

FOH EGM on 21 December to vote on the 75%/90% approval threshold for the sale of shares.

 

Quote

FOUNDATION OF HEARTS

Dear Member

It’s a number of months since I have written to you and the purpose of this message is to update you on a forthcoming EGM and AGM, the election of directors to the Foundation board, and the timeline for transfer of majority ownership of the club to the Foundation. I also outline where things stand with our reward ceremonies.

We’ll shortly be sending you formal notice and full details of our forthcoming EGM. You will recall this EGM will deal specifically with the question of the super-majority percentage required to vote in favour of any proposed disposal of some or part of the shareholding held by the Foundation of Hearts in the club. Given the restrictions that have been set in place by the Scottish Government around coronavirus, the EGM will be held as a closed meeting and unfortunately members will not be able to attend in person. The proposed date of the meeting is 21 December 2020 and the EGM communication will include instructions on how to cast your vote on this important matter. I would encourage you all to exercise your right to vote.

Our AGM is likely to be delayed slightly into January 2021. Given our work in preparation for the EGM and the restrictions in place, the Foundation of Hearts board has decided on a more orderly timetable rather than rushing things pre-Christmas. Again, this meeting is likely to be a closed meeting and we will be in touch early in January with the date and details. At the AGM, two directors will retire from the board by rotation, and we have now sent out a call for candidates who may wish to stand for election.

Following the EGM, we will be in a position to finalise our articles of association prior to the transfer of majority shareholding in the football club. Our intention at this stage is to complete the transfer of majority ownership by July 2021. It is difficult to be more precise than this given the COVID-19 restrictions that are upon us. What I would say is that the transfer will not happen in advance of our AGM; rather we hope to execute the transfer in the months after that. Celebrating this with you is a large part of our planning and we will finalise those plans as soon as the current restrictions begin to ease.

I am also delighted to let you know that following an idea raised on the Jambos Kickback discussion forum, we have made the technology available to enable  you - should you wish - to pledge the notional price of your cup final ticket to the club, via the Foundation. These donations will count towards your points in the fan rewards scheme. This facility is obviously available also to supporters who are not pledgers. The link to the page on our website for this is here.

Finally, as you will understand, we have had to suspend all reward ceremonies at Tynecastle for the time being. This is very frustrating for all of us, particularly those who have long since reached certain levels, and we will of course re-start these events just as soon as we can. We will be back in touch when the situation changes, and in the meantime reward points do continue to be added to your account. Should you wish to have reward certificates posted out to you, we’d be delighted to organise that. Please contact us at [email protected] and we will arrange this for you.

As ever, we are overwhelmed by the support you continue to give to the club via the Foundation. Thank you for that and please do stay safe.

Very best wishes

Stuart Wallace
Chairman
Foundation of Hearts

 

[Coco]

Just now, Footballfirst said:

FOH EGM on 21 December to vote on the 75%/90% approval threshold for the sale of shares.

 

 

A good opportunity to vote against the FoH Board who are simultaneously delaying taking ownership of the club and trying to make it easier to sell the club.

 

AGM will be a good opportunity to vote out Cumming who has been on the FoH and Club Boards for the last awful 5 years.

[JamboAl]

3 minutes ago, Coco said:

A good opportunity to vote against the FoH Board who are simultaneously delaying taking ownership of the club and trying to make it easier to sell the club.

 

AGM will be a good opportunity to vote out Cumming who has been on the FoH and Club Boards for the last awful 5 years.

Or a good opportunity to reinforce our backing for FoH.

 

[Jambo-Fox]

4 hours ago, Coco said:

A good opportunity to vote against the FoH Board who are simultaneously delaying taking ownership of the club and trying to make it easier to sell the club.

 

AGM will be a good opportunity to vote out Cumming who has been on the FoH and Club Boards for the last awful 5 years.

That’s an interesting conspiracy theory! Personally I think it’s ‘nuts’ Coco!