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6 minutes ago, Footballfirst said:

It can be changed if FOH wants to make it happen.  Just get enough signatories to a raise motion mandating the FOH Board to act as you wish, then win that vote when it takes place.

 

Good luck with that. 

This is why I wanted to link to the papers I saw a few years back. No idea why they/ or the finalised version aren't readily available?

 

FoH is totally independent of the Hearts board. It has only 2 Hearts board member spaces allocated, an agreed minority.

FoH cannot simply change that unilaterally!

The Hearts board and sub-boards/ committees are controlled under rules quite different and separate from FoH.

So back to square 1, who controls the HMFC board managed in their name by the CEO?

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6 minutes ago, David Black said:

I have been through this before with yourself and Dave Mac and accept you both have far greater knowledge in this matter than I or many others, but with sub groups, FOH board and Club board, in your opinion do you not think the whole process could be more streamlined.  

Without allocating all the FoH shares to individual members ( which is effectively ending FoH )  I can’t see how you can avoid FoH and the club being separate organisations. 

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Footballfirst
6 minutes ago, Jambo61 said:

This is why I wanted to link to the papers I saw a few years back. No idea why they/ or the finalised version aren't readily available?

 

FoH is totally independent of the Hearts board. It has only 2 Hearts board member spaces allocated, an agreed minority.

FoH cannot simply change that unilaterally!

The Hearts board and sub-boards/ committees are controlled under rules quite different and separate from FoH.

So back to square 1, who controls the HMFC board managed in their name by the CEO?

FOH can ask the club Board to do what it wants.

 

If the club Board declines that request, then it will be within the power of FOH to impose its wishes by using its shareholding, most likely by means of an EGM.

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7 minutes ago, Footballfirst said:

FOH can ask the club Board to do what it wants.

 

If the club Board declines that request, then it will be within the power of FOH to impose its wishes by using its shareholding, most likely by means of an EGM.

Are you making this up?

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Footballfirst
14 minutes ago, David Black said:

I have been through this before with yourself and Dave Mac and accept you both have far greater knowledge in this matter than I or many others, but with sub groups, FOH board and Club board, in your opinion do you not think the whole process could be more streamlined.  

There are different governance models available for owner/club relationships.

 

Previously UBIB used its power (shareholding) to run HMFC

Tom Farmer got by for years with just Rod Petrie as his rep on the Hibs board, despite HFC Holiding being the parent company.

Rangers has the RIFC Board exercising control over the football club TRFC

Celtic similarly uses its PLC Board to run the football club.

 

My personal preference would have seen the FOH shares be put into a Trust for the benefit of all Hearts supporters and the community.  FOH would continue to exist only as a fundraising entity, and the club Board would run the club independently of both the Trust and FOH, unless there was some major breakdown in relationships that required the Trust to exercise its shareholding power.   

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Francis Albert
30 minutes ago, Footballfirst said:

It can be changed if FOH wants to make it happen.  Just get enough signatories to a raise motion mandating the FOH Board to act as you wish, then win that vote when it takes place.

 

Good luck with that. 

Couldn't the FOH board just put forward a motion at an AGM or EGM and recommend it? On  past form it would get a 99% approval.

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Footballfirst
1 minute ago, Jambo61 said:

Are you making this up?

No. (at least once FOH holds the majority shareholding)

 

The FOH membership can mandate the FOH Board to exercise its wishes.

 

It is not an easy task though.  First you have to be able to get enough members to call a General Meeting, or have a resolution added to the AGM agenda.  The signatures of 5% (approx 400) of members are required for that.

 

Once the meeting and the vote takes place, then you have to get a majority of the members to vote for the resolution.

 

Only if that vote is won will FOH Board make representations to the club about what it wants to happen.  If the club board refuses to do as requested, then you are back to FOH calling a general meeting of the Club shareholders to force through its wishes.

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Francis Albert
4 minutes ago, Footballfirst said:

There are different governance models available for owner/club relationships.

 

Previously UBIB used its power (shareholding) to run HMFC

Tom Farmer got by for years with just Rod Petrie as his rep on the Hibs board, despite HFC Holiding being the parent company.

Rangers has the RIFC Board exercising control over the football club TRFC

Celtic similarly uses its PLC Board to run the football club.

 

My personal preference would have seen the FOH shares be put into a Trust for the benefit of all Hearts supporters and the community.  FOH would continue to exist only as a fundraising entity, and the club Board would run the club independently of both the Trust and FOH, unless there was some major breakdown in relationships that required the Trust to exercise its shareholding power.   

Agree with that. The question then is what constitutes a major breakdown in relationships. And who appoints the CEO amd club board?

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Footballfirst
4 minutes ago, Francis Albert said:

Couldn't the FOH board just put forward a motion at an AGM or EGM and recommend it? On  past form it would get a 99% approval.

 

I was assuming that the FOH Board was not intending to propose the motion by itself.

 

As you suggest, any FOH motion that has the FOH Board's backing will almost certainly be approved.

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7 minutes ago, Footballfirst said:

No. (at least once FOH holds the majority shareholding)

 

The FOH membership can mandate the FOH Board to exercise its wishes.

 

It is not an easy task though.  First you have to be able to get enough members to call a General Meeting, or have a resolution added to the AGM agenda.  The signatures of 5% (approx 400) of members are required for that.

 

Once the meeting and the vote takes place, then you have to get a majority of the members to vote for the resolution.

 

Only if that vote is won will FOH Board make representations to the club about what it wants to happen.  If the club board refuses to do as requested, then you are back to FOH calling a general meeting of the Club shareholders to force through its wishes.

Right, but you ignore that the HMFC Board and regulations/ rules/ governance are entirely separate for the good reason mob rule will not be enforced/ allowed. FoH is at arms length intentionally! It will be frustrated!

Have you read the proposed rules, I have and understood about 80%.

I say again.........there is no clarity! Why?

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Footballfirst
5 minutes ago, Francis Albert said:

Agree with that. The question then is what constitutes a major breakdown in relationships. And who appoints the CEO amd club board?

Let's say that the Club Board was intent on leaving Tyncastle and move to a greenfield site, say at Ingilston. If there was a strong adverse reaction from fans and Gorgie businesses.

 

I think that sort of scenario might lead to the major shareholder taking charge. If it did so I would expect the Club Directors positions to be untenable and ultimately a new Board would be appointed (enforced if necessary)

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Dusk_Till_Dawn
15 minutes ago, Footballfirst said:

No. (at least once FOH holds the majority shareholding)

 

The FOH membership can mandate the FOH Board to exercise its wishes.

 

It is not an easy task though.  First you have to be able to get enough members to call a General Meeting, or have a resolution added to the AGM agenda.  The signatures of 5% (approx 400) of members are required for that.

 

Once the meeting and the vote takes place, then you have to get a majority of the members to vote for the resolution.

 

Only if that vote is won will FOH Board make representations to the club about what it wants to happen.  If the club board refuses to do as requested, then you are back to FOH calling a general meeting of the Club shareholders to force through its wishes.


Hence why supine FOH who eat their chicken dinners and say nothing are a nightmare

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Francis Albert
43 minutes ago, Footballfirst said:

Let's say that the Club Board was intent on leaving Tyncastle and move to a greenfield site, say at Ingilston. If there was a strong adverse reaction from fans and Gorgie businesses.

 

I think that sort of scenario might lead to the major shareholder taking charge. If it did so I would expect the Club Directors positions to be untenable and ultimately a new Board would be appointed (enforced if necessary)

FOH therefore has or will have (when it transfers the  £100k of members money it has been sitting on for 6 months to Ann's bank account) the power in your scenario and less extreme ones to do what it and it's members want. It is a question of will.

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2 minutes ago, Francis Albert said:

FOH therefore has or will have (when it transfers the  £100k of members money it has been sitting on for 6 months to Ann's bank account) the power in your scenario and less extreme ones to do what it and it's members want. It is a question of will.

This is total mince.

 

If FoH rules the roost why an HMFC board at all? Inversely why an FoH board then!

 

If someone would find the 'missing' documentation we could clarify a lot of the misconceptions on here, not all! From what I read we absolutely are not allowed to say it's my baw!

 

Still say, why is this documentation not available at will/ centre stage for clarification. This is beginning to stink for me!

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Footballfirst
4 minutes ago, Francis Albert said:

FOH therefore has or will have (when it transfers the  £100k of members money it has been sitting on for 6 months to Ann's bank account) the power in your scenario and less extreme ones to do what it and it's members want. It is a question of will.

 

The announcement in the annual report that the transfer is unlikely to take place before next summer is again a kick in the hee-haws for those who simply wanted to save the club and facilitate fan ownership.  

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Francis Albert
17 minutes ago, Jambo61 said:

This is total mince.

 

If FoH rules the roost why an HMFC board at all? Inversely why an FoH board then!

 

If someone would find the 'missing' documentation we could clarify a lot of the misconceptions on here, not all! From what I read we absolutely are not allowed to say it's my baw!

 

Still say, why is this documentation not available at will/ centre stage for clarification. This is beginning to stink for me!

Perhaps you could explain why It is total mince and why the75.1% majority shareholder could not do what I said it could do.

 

And what this missing documentation is.

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Francis Albert
19 minutes ago, Footballfirst said:

 

The announcement in the annual report that the transfer is unlikely to take place before next summer is again a kick in the hee-haws for those who simply wanted to save the club and facilitate fan ownership.  

Sorry FF but which annual report?

And does it offer any explanation?

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1 minute ago, Francis Albert said:

Perhaps you could explain why It is total mince and why the75.1% majority shareholder could not do what I said it could do.

 

And what this missing documentation is.

Read the previous comments, there are restraints/ restrictions placed upon FoH and HMFC boards.

The whole point is that documentation seems no longer obviously available, hopefully someone else has a link? Clarity obviously is a must!

Previous contributors have never said if they have read these documents ans pontificate based on God knows what! I pontificate on a crappy memory and 80% understanding of what I read!

From what I read it is intentional that FoH cannot just dictate! Imagine mob rule based on last weeks result, it makes sense!

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6 minutes ago, Jambo61 said:

Read the previous comments, there are restraints/ restrictions placed upon FoH and HMFC boards.

The whole point is that documentation seems no longer obviously available, hopefully someone else has a link? Clarity obviously is a must!

Previous contributors have never said if they have read these documents ans pontificate based on God knows what! I pontificate on a crappy memory and 80% understanding of what I read!

From what I read it is intentional that FoH cannot just dictate! Imagine mob rule based on last weeks result, it makes sense!

Majority rule. 

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Footballfirst
17 minutes ago, Francis Albert said:

Sorry FF but which annual report?

And does it offer any explanation?

The club's annual report that has just been published.

 

In accordance with the Repayment and Funding Support Agreement, it was expected that the transfer of a 75.1% shareholding from Bidco (1874) Limited to the Foundation of Hearts Limited would have taken place before the year end. However, with the challenges and uncertainties arising from the Covid-19 pandemic it was agreed by both parties that the transfer should be delayed for now. It is anticipated that the transfer of ownership will be delayed by approximately one year from the balance sheet date.

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29 minutes ago, jr ewing said:

Majority rule. 

Yeah sounds great, then what? Expand? There are agreements not just a fag packet!

Some are based on 75% some based on 90%! Guess which one applies to important decisions!

If you read the proposal documents/ finalised agreement I'll bow to your knowledge happily!

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Francis Albert
19 minutes ago, Footballfirst said:

The club's annual report that has just been published.

 

In accordance with the Repayment and Funding Support Agreement, it was expected that the transfer of a 75.1% shareholding from Bidco (1874) Limited to the Foundation of Hearts Limited would have taken place before the year end. However, with the challenges and uncertainties arising from the Covid-19 pandemic it was agreed by both parties that the transfer should be delayed for now. It is anticipated that the transfer of ownership will be delayed by approximately one year from the balance sheet date.

 

Wow. And FOH hasn't even asked us! Well what is £11m of our money after all. 

What uncertainties and how do those uncertainties impact on the transfer of shares?

 

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24 minutes ago, Francis Albert said:

 

Wow. And FOH hasn't even asked us! Well what is £11m of our money after all. 

What uncertainties and how do those uncertainties impact on the transfer of shares?

 

If the practices and procedures are correctly in place for our future why a need for any delay in transfer? If they are not in place we are f*cked for any future crisis!

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Geoff Kilpatrick

Love these threads. They expose the truism of the road to hell being paved with good intentions - i.e. those who simply pay and take no interest crowd out and ignore any scrutiny or dissent.

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53 minutes ago, Francis Albert said:

 

Wow. And FOH hasn't even asked us! Well what is £11m of our money after all. 

What uncertainties and how do those uncertainties impact on the transfer of shares?

 

Something else that should be put to FOH at the AGM. They now do not even have the decency to put this to its members to gauge if we agree to this further delay or not. The original FOH and the present day FOH are 2 totally different animals. The communication from them is no existent, the initiative's from them are non existent and they are going about things the wrong way if the want to attract more members. It is quite clear that more and more are becoming more fed up with how we are being taken for granted by both FOH and the club.

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2 minutes ago, David Black said:

Something else that should be put to FOH at the AGM. They now do not even have the decency to put this to its members to gauge if we agree to this further delay or not. The original FOH and the present day FOH are 2 totally different animals. The communication from them is no existent, the initiative's from them are non existent and they are going about things the wrong way if the want to attract more members. It is quite clear that more and more are becoming more fed up with how we are being taken for granted by both FOH and the club.

Never over stay your welcome. 

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8 minutes ago, David Black said:

I presume you are referring to our esteemed FOH board.

Two of them got re-elected last December. At least one is up for re-election in January. That will hopefully give members an opportunity to indicate their support, or not, on at least one of the board. 

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Footballfirst

My biggest issue is that the FOH Board has decided that FOH's only function is as a cash cow for the club.

 

With the latest delay, fan ownership now seems just an afterthought, having already indicated their intention to relinquish all ownership obligations for the running of the club to the HMFC Board.

 

We would be as well leaving the club in private ownership.

Edited by Footballfirst
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1 hour ago, davemclaren said:

Two of them got re-elected last December. At least one is up for re-election in January. That will hopefully give members an opportunity to indicate their support, or not, on at least one of the board. 

I was there and was the only person in the hall that I could see who opposed their re-election for the same reason I will do so again. I appreciate they work for nothing, but I seriously question what they actually do now. They are rightly accused of very poor communication, don't appear to represent our views at the club board and other than a point for donations, what do they do ? I know I keep coming back to it, but why do we need two boards. I honestly don't get it. Maybe I'm just thick.  

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1 hour ago, Footballfirst said:

My biggest issue is that the FOH Board has decided that FOH's only function is as a cash cow for the club.

 

With the latest delay, fan ownership now seems just an afterthought, having already indicated their intention to relinquish all ownership obligations for the running of the club to the HMFC Board.

 

We would be as well leaving the club in private ownership.

Agreed and if you were a suspicious person like myself, you could come to the conclusion that that was their intention all along. The problem with that scenario and our saving grace, is that there is a legally binding contract that Bidco transfer the shares to Fanco. It is therefor up to the members to instruct FOH to see this is done and communicate as to what they are doing. regarding this. 

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Francis Albert
37 minutes ago, David Black said:

Agreed and if you were a suspicious person like myself, you could come to the conclusion that that was their intention all along. The problem with that scenario and our saving grace, is that there is a legally binding contract that Bidco transfer the shares to Fanco. It is therefor up to the members to instruct FOH to see this is done and communicate as to what they are doing. regarding this. 

Trouble is the great majority of FOH members have shown no interest in holding FOH to account. And indeed going by JKB have been hostile to the very idea.

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2 hours ago, Footballfirst said:

My biggest issue is that the FOH Board has decided that FOH's only function is as a cash cow for the club.

 

With the latest delay, fan ownership now seems just an afterthought, having already indicated their intention to relinquish all ownership obligations for the running of the club to the HMFC Board.

 

We would be as well leaving the club in private ownership.

You've described precisely the conclusion I've been coming to, after reading the various viewpoints being posted here  !!    

 

Ownership of  football clubs has always been a gamble from the fans' perspective - a few benign & sensible owners, but plenty of asset strippers and dodgy characters out to make money without much regard for fans' views.    Fortunately our current owner is one of the former, although she's blotted her copybook somewhat in the last 2 years. Our previous owner was one of the latter. 

 

Do you think  Ann wants to continue as Chairperson for much longer, now that she has appointed a CEO ?   If she is planning her own exit from the Board in a couple of years time, the FoH board is going to have to wake up and understand the skills needed to own & give direction in the running of Hearts.   They may be leaving everything to Ann at the moment, but McKinlay is a board appointee who'll  need a  focused & active board to consult with.

 

 

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Doctor FinnBarr
On 29/11/2020 at 22:07, Restonbabe said:

I pay my sub not because I am a superan and think I'm better than anyone else. I pay it so if the shit does hit the fan again we still have a football club to follow. 

 

It's as simple as that for me. 

Do people actually forget just how realistically close we came to going to the wall?? 

 

What is a superan exactly? Taking the piss Reston, wife and me pay in to make sure "our club" is still there for our daughter and newish grandaughter to support when we've left.

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Footballfirst
6 hours ago, Lone Striker said:

You've described precisely the conclusion I've been coming to, after reading the various viewpoints being posted here  !!    

 

Ownership of  football clubs has always been a gamble from the fans' perspective - a few benign & sensible owners, but plenty of asset strippers and dodgy characters out to make money without much regard for fans' views.    Fortunately our current owner is one of the former, although she's blotted her copybook somewhat in the last 2 years. Our previous owner was one of the latter. 

 

Do you think  Ann wants to continue as Chairperson for much longer, now that she has appointed a CEO ?   If she is planning her own exit from the Board in a couple of years time, the FoH board is going to have to wake up and understand the skills needed to own & give direction in the running of Hearts.   They may be leaving everything to Ann at the moment, but McKinlay is a board appointee who'll  need a  focused & active board to consult with.

The appointment of McKinlay was the first step in AB starting to ease herself out. However, with her £3m in loans to be repaid, she probably feels that she can't walk away just now. I'm certain that she wants her legacy to have the club handed over debt free, which is why I expect her to remain as chairman for at least another couple of years.

 

What the accounts and pandemic have shown are how fragile the finances of a fan owned club can be, if it is unable to raise funds in an emergency situation.

 

Had the replacement of the stand not been a pressing situation, the club would have been handed over to FOH three years ago and it would be FOH having to come up with the solutions to deal with the fallout of the pandemic.  I think that there is a lesson to be had that FOH may have to relinquish some control at some point in the future in order to deal with emergency situations, perhaps by inviting a co-investor to take up at least part of the club's shareholding in return for funding.

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Dusk_Till_Dawn
10 hours ago, Footballfirst said:

My biggest issue is that the FOH Board has decided that FOH's only function is as a cash cow for the club.

 

With the latest delay, fan ownership now seems just an afterthought, having already indicated their intention to relinquish all ownership obligations for the running of the club to the HMFC Board.

 

We would be as well leaving the club in private ownership.


I get the distinct impression that our FOH would rather than happened too. That way they can take their meals and free match tickets without any of the responsibility. Meanwhile, we continue to funnel hundreds of thousands into an under-achieving club. Win win.

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On 29/11/2020 at 22:49, Footballfirst said:

Working capital is used for day to day running costs, like player wages, rates, utilities etc.

 

Infrastructure, to my mind, is capital spend on things like the stadium redevelopment, or the purchase of other tangible assets.

Or helping keep our Club afloat once again through a massively difficult time.  There will be no capital spend of consequence for at least 12 months but there is a need for our help in the running costs. I have no issues with that. 

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4 hours ago, Footballfirst said:

The appointment of McKinlay was the first step in AB starting to ease herself out. However, with her £3m in loans to be repaid, she probably feels that she can't walk away just now. I'm certain that she wants her legacy to have the club handed over debt free, which is why I expect her to remain as chairman for at least another couple of years.

 

What the accounts and pandemic have shown are how fragile the finances of a fan owned club can be, if it is unable to raise funds in an emergency situation.

 

Had the replacement of the stand not been a pressing situation, the club would have been handed over to FOH three years ago and it would be FOH having to come up with the solutions to deal with the fallout of the pandemic.  I think that there is a lesson to be had that FOH may have to relinquish some control at some point in the future in order to deal with emergency situations, perhaps by inviting a co-investor to take up at least part of the club's shareholding in return for funding.

You're right to wonder how a future major health crisis (which in turn would give rise to an economic crisis) could be handled by a Budge-less Hearts, since she seems to be our  in-house lender of first  resort.     Two possible scenarios I  can think of would be  either to offer a minority  shareholding & board position to one of our wealthy benefactors with suitable business experience (JA ?) .... or to set aside a large chunk of our FoH monthly donations over the next 5-10 years as an emergency fund,  not to be touched during normal times.   

 

It would sadden a lot of FoH donors if the day ever comes when the club is in such financial trouble that FoH have to  ask us to vote in favour of  selling complete control to a "wealthy investor" type (Ron Gordon,  Romanov etc).      Very much a last resort final throw of the dice, imo - a  FoH  2.0 rescue would be very difficult to mobilise if it all went wrong again.

 

 

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I see that the FoH Board have put out information on EGM and AGM. They are continuing to block the FoH taking ownership of the club - without asking the members.

 

They are also continuing their bizarre effort to make it easier for FOH to sell the club.  

 

I hope that will get voted down at the EGM and that Cumming will get voted out at the AGM.

 

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2 minutes ago, Coco said:

I see that the FoH Board have put out information on EGM and AGM. They are continuing to block the FoH taking ownership of the club - without asking the members.

 

They are also continuing their bizarre effort to make it easier for FOH to sell the club.  

 

I hope that will get voted down at the EGM and that Cumming will get voted out at the AGM.

 

I’m in agreement with the super majority being reduced to 75% as per previous discussions on it. 

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6 minutes ago, davemclaren said:

I’m in agreement with the super majority being reduced to 75% as per previous discussions on it. 

That's one vote they can count on

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8 minutes ago, weehammy said:

So am I, also as per previous discussions. It’s a sensible option not a threatening one.

I agree. This proposal didn’t come from the FoH board but from the floor of the AGM.

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13 hours ago, Lone Striker said:

You've described precisely the conclusion I've been coming to, after reading the various viewpoints being posted here  !!    

 

Ownership of  football clubs has always been a gamble from the fans' perspective - a few benign & sensible owners, but plenty of asset strippers and dodgy characters out to make money without much regard for fans' views.    Fortunately our current owner is one of the former, although she's blotted her copybook somewhat in the last 2 years. Our previous owner was one of the latter. 

 

Do you think  Ann wants to continue as Chairperson for much longer, now that she has appointed a CEO ?   If she is planning her own exit from the Board in a couple of years time, the FoH board is going to have to wake up and understand the skills needed to own & give direction in the running of Hearts.   They may be leaving everything to Ann at the moment, but McKinlay is a board appointee who'll  need a  focused & active board to consult with.

 

 

Good post

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