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West Somerset Railway General Discussion

Discussion in 'Heritage Railways & Centres in the UK' started by gwr4090, Nov 15, 2007.

  1. Monkey Magic

    Monkey Magic Part of the furniture

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    You are assume that the PLC Board as is currently configured and those on the board are the most suitable people to do this.

    You appear to mistake mistrust of the people on the board, for mistrust of the PLC board as an organisation.

    The problem in restructuring the organisational framework is the actors involved in carrying it out. Their previous actions serve to inspire little confidence in their ability to carry them out in a way that benefits the whole WSR family, or confidence in their ability to act in good faith.

    You are very keen to put the fox in charge of the hen house and say, 'go ahead boys, the Foxes are the best people to look after the hen house because they have the key to the farmyard'. (Even if they do not have the keys to hen house, dove cot and whatever other tasty looking bits of the farmyard they might be casting a beady eye over).

    Your faith in the PLC board is misplaced given their behaviour and attitude over the last 12 months.

    No amount of re-organisation is going to help, if there is no change in management behaviour. This to me is the critical thing that you have completely failed to address and you continue to ignore this massive elephant in the room.
     
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  2. flying scotsman123

    flying scotsman123 Resident of Nat Pres

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    But surely if you're having an organisational restructure as the WSR intends you just need to make sure that the objectives of the chosen charity are broad? That is simply a part of the restructuring process. I cannot claim to have read the guidance issued by the Charities commission you quote, but would merely observe that the broad objective I quoted above was only introduced just a few months ago, after external consultation from legal folk. (Before that it was "To establish and maintain railway museum for the public" - I presume the change was brought about to better represent what the Trust actually does.)
     
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  3. Lineisclear

    Lineisclear Member

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    I don’t ignore that. Ultimately the question of whether a Board is behaving appropriately is a function of their duties as set out in Company Law and the continued confidence of shareholders. It is possible to remove directors though it requires a 75% majority vote.
     
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  4. Keith Sims

    Keith Sims Member

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    I note from the "update" ,the very clear statement "the PLC will wait until there is a strong revenue stream generated from an operationally compliant railway before considering expenditure on this project". Given the apparent inability or lack of desire to run trains at the moment this appears not to "look for long grass" but "to toss the ball right out of the field".
     
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  5. Monkey Magic

    Monkey Magic Part of the furniture

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    Do you see the problem?

    I have seen nothing from you about management culture on the WSR and the way in which SM interacts with other entities, volunteers and the wider public.

    You are very keen to put a lot of power in the hands of some actors who are to all intents and purposes unaccountable.

    No amount of organisation reform is going to have any effect without a move away from the toxic management culture that currently exists.
     
    Last edited: Aug 23, 2020
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  6. nanstallon

    nanstallon Part of the furniture

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    and it begs the question of where the money will come from, to pay all the lawyers etc who will no doubt be involved. Another appeal?
     
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  7. Bayard

    Bayard Well-Known Member

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    I'd be curious to know what you see as the "interests of the shareholders", given that the shares are worthless and produce no dividend and the shareholders accepted this state of affairs at the point at which they bought their shares.
     
  8. nanstallon

    nanstallon Part of the furniture

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    A closed railway doesn't generate any revenue - unless you start selling off useful land for housing.
     
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  9. The Dainton Banker

    The Dainton Banker Well-Known Member

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    Regarding the responsibilities of the Board of Directors, I posted the following to the S & D thread back in late July but repeat it here for those who may have missed it, particularly as it makes clear that even where the Company is not intended to distribute profits to the shareholders the Directors have a number of duties which require them to take into account the views of the various stakeholders :

    It is interesting to note that the second of the Seven Duties of a Company Director, as laid down in the Companies Act, is to "Promote the success of the company". The Institute of Directors explains this as follows :

    "The second major duty of a company director is to promote the success of the company. This is probably the most well-known of the 7 duties.

    The duty states a director must act in a way that they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members (shareholders) as a whole. When making decisions, directors must also consider the likely consequences for various stakeholders, including employees, suppliers, customers and communities. They should also consider the impact on the environment, the reputation of the company, company success in the longer term and all of the shareholders (including minority shareholders).

    A duty to promote the success of the company may seem like an obvious task for a director. However, it brings with it a number of implications.

    Board decisions can only be justified by the best interests of the company, not on the basis of what works best for anyone else, such as particular executives, shareholders or other business entities. But directors should be broad minded in the way that they evaluate those interests – paying regard to other stakeholders rather than adopting a narrow financial perspective."


    It is quite clear from the above that the Directors have an obligation to take into account the views of the volunteers, supporters, and community and to consider the impact decisions may have on those parties. Whether the Directors of the WSR Plc are fulfilling that obligation may well be a moot point, certainly worthy of consideration.
     
    Last edited: Aug 23, 2020
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  10. The Dainton Banker

    The Dainton Banker Well-Known Member

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    This is where there seems to be a lot of confusion. Some months ago I suggested that the three major shareholders, despite having less than 20% of the shares in total, could effectively control the Company as the bulk of the remaining shares are held in very small parcels, that contact has been lost with many of those shareholders and, of those still contactable, many would not go to the trouble of appointing a proxy. The answer I received, from a recent Plc Chairman, was that the numbers of shares held were not taken into account at the AGMs and that all voting was done on the basis of one vote per person present at the meeting ! Whilst that blew away the idea, put forward by some, that the Chairman could control the outcome of the meeting by the use of proxies, it does partly explain why there is a feeling that the Board are unchallengeable. I presume that this procedure is legitimate under the company's Constitution but, whilst it might be more or less acceptable for a very small local club where most members can attend, it seems totally out of order for a large and diverse company like the WSR.

    With regard to the "removal" of Directors, surely Directors should stand for re-election at the AGM and their positions be open to challengers ? Those seen to be performing poorly would not be re-elected. This is not the same thing as passing a motion of no confidence at a Special Meeting, which would require the 75% vote you mention.

    In the current situation, where there are concerns about some of the Board decisions, I would expect there to be appropriate motions raised at the AGM and for a proper voting system to be used to establish the wishes of the shareholders. In this regard, should proxy votes be acceptable, shareholders should be reminded that they can give their proxy to whoever they wish to represent them.
     
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  11. johnofwessex

    johnofwessex Resident of Nat Pres

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    So, rhe $6 million question

    A new structure for the WSR is decided on

    Some shareholders agree to transfer their holdings to the new set up

    So what can you then do about

    1. The shareholders that dont want to transfer their shares, and
    2. The ones you cant contact/dont reply
     
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  12. flying scotsman123

    flying scotsman123 Resident of Nat Pres

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    Another reason why it seems to me other alternatives to transferring the Plc activities and assets to a new body should be explored. I expect one way or another it would probably be possible, but it does seem unnecessarily difficult. Perhaps it's the route yu'd advocate if really you'd rather nothing changed at all...

    Is this normal? Anyone out there know? at its extreme, could I turn up with my £5 shareholding I bought in 1980-something and my vote be equally worth the WSRA representative sat their with their 20% shareholding, themselves representing 1000s of members who give donations year on year?
     
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  13. The Dainton Banker

    The Dainton Banker Well-Known Member

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    Presumably it will have been setup by a majority vote in favour amongst the shareholders so those opposed (or not responding) will have to go with the decision.
    The same applies to those who can't be contacted, they are responsible for keeping the company secretary informed of their contact addresses.
     
  14. The Dainton Banker

    The Dainton Banker Well-Known Member

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    Certainly not normal in my experience and I was very surprised that it was an acceptable practice. No wonder they are in such a mess !
    By the way, has anybody seen the minutes for the last Plc AGM, they don't seem to be posted up anywhere ?
     
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  15. Triumph 2500S

    Triumph 2500S Well-Known Member

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    In other words the statement is made purely as a holding exercise lacking in intent! Have I got that right?
     
  16. Triumph 2500S

    Triumph 2500S Well-Known Member

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    But the land is NOT theirs to sell!!
     
  17. Sidmouth

    Sidmouth Resident of Nat Pres Staff Member Moderator

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    apologies @Monkey Magic but I think on this point you are being somewhat unreasonable to @Lineisclear .

    what is being given is guidance on a structure that may work . the how and the when it is adopted is generally down to the incumbent parties irrespective of the parts they have already played . The part they wish to play in the future may depend on ambition and contrition along with how acceptable their actions have been to the shareholders and whether this body is sufficiently moved to vote against them .

    There is of course , albeit for many an unpalatable outcome , but a not unreasonable one that the PLC gains control of not only the operating but also the charitable arms of the railway along with all assets , that no longer constrained its broader vision can be brought to life .

    I mentioned power and control in a previous post and to build on this we are still in the scenario which has bedeviled the WSR for some time and that is who controls the railway . The Ex6 of the WSRA wanted the freehold to control the line , fast forward and despite their exit the WSRA , the new structure proposals , the PLC are still vying for this very point . I fear that a denouement is really needed to bring the more radical change needed
     
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  18. nanstallon

    nanstallon Part of the furniture

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    Thank goodness! But will that always be the case?
     
  19. gwilialan

    gwilialan Well-Known Member

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    'Normal' is what is specified in the companies Articles of Association.
    I believe there is an approved process somewhere for calling on all shareholders to reply and separating those 'lost', 'deceased', 'gone away' etc shareholdings into a sort of dead letter box where they are held as 'inactive' and do not count as part of the total necessary for any majority. Not a clue where to look for this though
     
  20. ikcdab

    ikcdab Member Friend

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    It's totally normal in pretty much every organisation. I was that previous chairman. But you have missed a vital point.
    Yes, the normal procedure at an AGM is for show of hands in the room. So yes, if you bought £5 shares in 1976, your vote is the same as the WSSRT chairman with 2M shares under his belt. BUT the bit you missed is that any shareholder present in the room can call for a poll vote, that is a vote where the actual number of shares you hold is taken into account. Actually I think you need more than one shateholder to call the poll vote, i can't remember off hand how many, but its a trivial number. In that case the chairman must hold such a vote. These processes are normal and I believe are in the model articles. Its done to expedite non-controversial business.
    Ian Coleby
     
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