S&D Railway Trust

Presumably the one visible in this photo.

 

Mike, good to hear from you, trust you and yours all well in Massachusetts?

Mike, as mentioned in a later posting the board can co-opt effectively who they wish ( although obviously
there are caveats wrt a director of a Plc) and then that person is brought before the shareholders at the
upcoming AGM. Within my experience ( c.two decades) the recommendation has always been approved
by a unanimous show of hands ( bar one year when an actual number of shares was counted )

In recent yearsAFAIK the total no. of shares represented at the AGM has never exceeded 15% of
the total issued share capital.

If the WSRA and WSSRT together decided to use their two blocks of shares clearly they could
effectively control the outcomes from the AGM. Whilst I would not encourage this the mere
threat should afford them considerable 'clout' wrt the AGM agenda.

Tom: I was suggesting that , bearing in mind the diverse share ownership, (let alone the deceased
etc.) it would be extremely difficult for somebody's to obtain 29.9% without the WSRA, WSSRT,
SCC, DEPG holdings etc.

( As an aside I believe both charities, and particularly the WSSRT are increasingly benefitting
by gifts of shares from executors etc. )

Alex: "On the money " often: "Off the money" often. Both positions stated with similar authority.
(In this case his apparent failure to understand what an MBO is )

Bayard: I suggest the Plc and the greater WSR Railway would be delighted if someone were to
purchase the not taken up shares from the last tranche. From memory no where near 29.9 %

Regarding my personal views. and "the only game in town" I am simply being pragmatic.
There are undoubtedly persons within the WSR diaspora who would strengthen the Board,
as to the Chair I think not.

I am old fashioned. I believe the Chair should have clearly defined roles, ie to manage/advise the
CEO, GM or whatever title is employed, draw up and approve agenda for regular Board meetings,
carry the casting vote at said meetings and Chair the AGM. These roles effectively designate he/she
as Company spokesman ( whether to use personally or delegate to others.)

As I have said before I would like the current Chair to step back from the role he has adopted ( I am
not sure he had any other option some 16 months past ) and allow the newly appointed GM
to assume responsibility and recruit his own CME and Civil Engineer.

I do not consider the S&D decision was the Chairs finest decision, there are, if nothing else more
pressing needs. The apparent lack of a published set of HR policies is a major area of concern as is
in these challenging times a lack of information to Stakeholders.

However as I have said before I suggest we all need to spend our time, in whatever way we feel
beneficial, inside the tent rather than mythering and proselytising from outside.

Michael Rowe

 

I fully understand your reasoning Michael, but your assuming you have a Chairman who is a team player, I believe you have a person, who only wants to be part of a team if he is in charge, deciding the rules, and rule 1 is do as i say,
Why are their only 3 members on the board, ? because he alone has total power, or thinks he does.
Clearly those directors who invited him to the board made a mistake, as he clearly is unsuitable, and a danger to the railway , but by doing nothing the rest of the railway , who if they worked together, had enough clout to sack the chair and put in someone who does value the railway and want to see it come out the other end, thats easier to do if your not busy fighting each other.

 

In which case- For ‘wrong direction’ movements over running lines, a particular signal was used which had a full-size arm in the shape of an elongated X, often referred to as a “bow-tie” arm. Unique to Stevens installations, but not unique to the S&D. This signal type is associated with the S&D, but I believe there were actually only 5 such installed on the S&D-they were presumably in fairly prominent places.

 

You could pull one off on the platform I think it was that one but was a while ago but it looked like this from what my notes were.

 

Can I just thank you for your candour. You are apparently as unique as that signal arm!

 

Each to their own I guess. However, I think that sort of behaviour might be considered to be a bit outlandish even for somerset.

 

Good question !

 

Go to www.trainweb.org/railwest/sdjrsignals.html, click the 'signalling menu' option, and select 'wrong-road signals'

 

Different railway company, different use

 

See post #25084 of the other thread! Based on Companies House records, the directors can allot up to 11,729,157 more shares, being 34% of maximum allotment, without a General Meeting to increase the maximum. Someone turning up with just shy of £1m, and the directors agreeing to allot the new shares, would give a 29.9% shareholding.

Patrick

 

Articles of Association from Companies House

Minimum three directors. Quorum is 2 (s. 124)

Patrick

 

It was a directional shunting signal from Midford (specifically used on S&D) that can be operated from the Midford Signal Box on the station and has an explanatory diagram inside that box.

 

And £500K would easily make you the largest shareholder. Frankly it sounds like a bargain.

All this "probationary director" stuff - is the consensus then that it's the Dear Leader inventing his own rules about how his fiefdom should work, irrespective of what the law actually says?

If that's the case - if someone were to stand up to him, call him out and say "That's nonsense", what could they actually do to ensure that the management of the railway was done according to law and not according to arbitrary whim?

 

Is that the legendary Kilmersdon? Oooh.....

 

>>>It was a directional shunting signal...
?????

>>>specifically used on S&D...

Not so. For example, the L&SWR had many in various places, especially at Waterloo.

 

I haven't seen whether an individual in the probationary period would be recorded as a director with Companies House or, in effect, being under test performing the role of a director but without the authority of one.

My hunch is that this would be the position, and that the period of 3 months is intended to create an obstacle for any resolution calling for an individual to be nominated as a director at a General Meeting. Therefore within the law, but in a way that reinforces the power of the Chairman.

 

And of course, could the chairman would veto the sale of any shares to anyone he fears will undo his plans,? and ensure only someone or a company he may have an share in gets those shares most likily one of his holding companies and of course his two co board members wont grow a backbone and veto him getting a controlling interest , assuming he himself isnt working on behalf of an very wealthy benifactor , but then, what would they want from the aquisition of the WSR, Unless they have eyes on the freehold, and then developing non essentual land, such as holiday lets, redeveloping parts of minehead Station site, turning the station accomodation into holday lets, then in which case will they get their money back?

 

Thank you for replying Michael, it is at least refreshing!

It would be extremely encouraging if either organisation managed to use their clout. I find it intolerable for example that the WSRA, in theory the membership organisation that volunteers ought to be part of and in return should stand up for their members, has allowed this situation whereby there are no HR policies to endure. I was thinking earlier what would happen if such a thing occurred on my own railway (an unthinkable proposition in the first place to be honest) and I can think of several volunteers in "middle and upper" management positions on the railway who would be busy being extremely noisy about this within the railway, and would make sure something was done about it. They would certainly have made more serious moves by now.

So far I have seen little to convince me that anything @Andy Norman has said on here is inaccurate. (Apologies Andy if my constant tagging is getting irritating, I merely consider it good manners to do so if I'm mentioning another forum member by name!) It may be that some of the plans he has described being formulated by other people don't stack up in your mind, but that does't mean Andy has recalled them wrong. I rather got the impression that this was a proper proposal, and not just a comment that could have been misinterpreted/embellished etc. I have however seen others correct your understanding of things twice today.

Again, I come back to this, irrespective of whether you can think of anyone who could do a better job, or even if there was any, how can that possibly make the eviction of the S&D Trust, the withdrawal of HR policies, the swearing at a former WSRA chairman, plus other offences I'm sure I've forgotten, in any way tolerable? It should not be tolerated by anyone. If you think he's still the best man for the job for now, that's a view I can understand and respect, but not if you don't think it necessary and urgent to make amends for those three things at least.

That desire to see the chairman step back to such a degree seems naive in the extreme given past evidence, if you don't mind me saying.

As for tents, the only reason many are "mythering and proselytising from outside" is because they were kicked out of the tent for standing up for what was right, and others still left in the tent seem to be sitting quietly in the corner hoping it will all go away, rather than doing anything about it.

 

Thank you for the answers on the type of signal that was the one I was looking for