WELCOME & INTRODUCTIONS MINUTES FROM AGM 2012 CHAIRMAN’S REPORT TREASURER’S REPORT RE-ELECTION...

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Transcript of WELCOME & INTRODUCTIONS MINUTES FROM AGM 2012 CHAIRMAN’S REPORT TREASURER’S REPORT RE-ELECTION...

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• WELCOME & INTRODUCTIONSWELCOME & INTRODUCTIONS  

• MINUTES FROM AGM 2012 • CHAIRMAN’S REPORT

• TREASURER’S REPORT

•  RE-ELECTION OF DIRECTORS

• AUTHORISATION FOR APPOINTMENT AND REMUNERATION OF AUDITORS

• APPROVAL AND ADOPTION OF TRUST STRUCTURE

• ADOPTION OF NEW ARTICLES AND MEMORANDUM OF ASSOCIATION

• APPROVAL OF NEW RULES

• 15 MINUTE BREAK

• Q&A

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2011/12 2010/11

£ £Turnover 2,543 1,930Administration expenses 11,291 3,815Operating (loss)/ profit (8,748)

(1,885) Interest receivable 2 3

Loss before taxation (8,746) (1,882)Tax on loss on ordinary activities - - Loss for the financial period (8,746) (1,882)

 

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Administrative expenses 2011/12 2010/11

£ £Printing, stationary and postage 529

440Subscriptions: Supporters Direct 50

50Promotional costs 362

563Website Development 530

316Legal and Professional fees 9,610 2,236Accountancy Fees 210

210Total £ 11,291 £3,815

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OBJECTIVESOBJECTIVES• To manage the three companies, in a way that To manage the three companies, in a way that gives stability, but allows members a route to gives stability, but allows members a route to joining the Trust board and then the subsidiary joining the Trust board and then the subsidiary boards (after 12 months)boards (after 12 months)

• To prevent the hijacking of either subsidiary To prevent the hijacking of either subsidiary boardboard

•To ensure that AP and TG are not sold unless a To ensure that AP and TG are not sold unless a significantsignificant percentage of supporters agree percentage of supporters agree

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PROPOSALPROPOSAL

• Trust board elected as current (annual 33% Trust board elected as current (annual 33% retirement)retirement)

• Subsidiary boards appointed by Trust Board, Subsidiary boards appointed by Trust Board, with a majority of Trust Directorswith a majority of Trust Directors

• Trust Directors to qualify for subsidiary boards Trust Directors to qualify for subsidiary boards after 1 yearafter 1 year

• Other non Trust Directors to be co-opted on to Other non Trust Directors to be co-opted on to subsidiary boards based on skills and experience.subsidiary boards based on skills and experience.

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BACKGROUNDBACKGROUND

• Founder Shareholders were given “enshrined Founder Shareholders were given “enshrined rights”rights”

• Founder Shares were in WWFCFounder Shares were in WWFC

• Enshrined rights did not specifically prevent sale Enshrined rights did not specifically prevent sale of APof AP

• As Founder members die or lapse, Trust takes As Founder members die or lapse, Trust takes control of sharescontrol of shares

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BACKGROUNDBACKGROUND

• Over time, Trust will own a majority of Founder Over time, Trust will own a majority of Founder sharesshares

• Therefore in theory, if Trust hijacked then Therefore in theory, if Trust hijacked then subsidiaries and therefore AP become vulnerable.subsidiaries and therefore AP become vulnerable.

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PROPOSALPROPOSAL

• New category of Trust membership (Legacy New category of Trust membership (Legacy Membership) to be establishedMembership) to be established

• Qualification will be as for founder shareholders Qualification will be as for founder shareholders (season ticket holder for more than 3 seasons)(season ticket holder for more than 3 seasons)

• For a very short period, any season ticket holder For a very short period, any season ticket holder or any supporter who has held a gold membership or any supporter who has held a gold membership for the last two seasons will also qualifyfor the last two seasons will also qualify

• “ “Hard rights” will be granted to Legacy Hard rights” will be granted to Legacy members and will need approval of 75% of all members and will need approval of 75% of all Legacy membersLegacy members

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PROPOSALPROPOSAL

• Hard rights to include sale of AP or TG, allowing Hard rights to include sale of AP or TG, allowing majority stake holding in WWFC majority stake holding in WWFC

• Additional “soft rights” will be granted to all Additional “soft rights” will be granted to all Trust membersTrust members

• Soft rights to include:- changing of the quarters, Soft rights to include:- changing of the quarters, changing strip more frequently, naming rights to changing strip more frequently, naming rights to Stadium etc (suggestions very welcome)Stadium etc (suggestions very welcome)

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PLANNED OUTCOMEPLANNED OUTCOME

• Veto of key issues spread across significant Veto of key issues spread across significant number of supportersnumber of supporters

• Route for Trust members to join Trust Board and Route for Trust members to join Trust Board and then subsidiary boards (subject to 12 month then subsidiary boards (subject to 12 month qualification)qualification)

• Stable management team for all 3 entitiesStable management team for all 3 entities

• Right of veto for Trust members on key Right of veto for Trust members on key “emotional” issues“emotional” issues

• EGM calling clause if majority of members EGM calling clause if majority of members requestrequest

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