West Somerset Railway - Removal of the PLC Chairman and related matters

In Company Structure terms, there could be a straight exchange of existing voting shares for otherwise identical 'A' Shares with no votes, and then an 'owning' (actually 'controlling') Trust would invest in voting shares. This could be done by Ordinary resolutions requiring the approval of a majority of members (or at least those who voted).

In practical terms, it is probably impossible to judge in advance whether the Shareholders of WSRplc would agree to such a move and indeed one would hope that they would expect and receive a compelling case for so doing before even considering it. However, the first 'hurdle' would be that the WSRplc Board would have to formulate and agree such a compelling case, and then agree to put it to the Shareholders with a recommendation of acceptance. As one practical effect would be that the WSRplc Board would then be answerable to one voting shareholder (i.e. the Trust) as opposed to a large number of mainly small individual shareholders, from all that I have seen, I don't think the WSRplc Board (certainly at present) would even entertain the question on their agenda.

As to the contents of the compelling case, well, 'funding' seems an obvious starting point........

Steven

 

The problem with funding is that often those who need the funding become blind to the objectives of the individual or institution who lends it. You don't get rich by being nice.

 

Which is why funding through grants, appeals and bequests becomes so much more attractive - amounts provided with a clear statement of why the funding is needed and how it will be used. Large benefactors may seem 'simpler' and can be vital. Many are genuinely altruistic and provide support without expecting control (whilst frequently being a great source of advice and encouragement if asked) but there are cases where control can be lost.

Again, having a clear and agreed future plan is vital if funding is to be forthcoming from any source.

Steven

 

If only.

At the moment it is a matter of very great regret that the PLC board seems to be acting in quite such a secretive and erratic fashion.

Let’s just recap some recent events, including a few that may not have got the coverage they deserve.

1. A PLC Director resigns before the AGM for reasons unknown, though appears to be due to personal differences with the (then) Chairman.

2. At the AGM a call for a poll concerning the election of the General Manager to a Directorship is apparently ignored by the (then) Chairman. In the view of some, this was unconstitutional. To my knowledge, no satisfactory explanation of this has yet been forthcoming.

3. After the AGM, the Director who had resigned before the AGM got himself co-opted again, in his own words due to the situation having ‘radically changed’. Although nobody is yet sure what those radical changes were.

4. The Director who was the subject of 1 and 3, plus another Director of the PLC, both then get booted off the WSRA having recently been elected as a Trustees of the latter.

5. The Chairman of the PLC gets the sack but remains as Director. STILL no formal explanation from the company of that one either.

6. This whole thread kicks off...

7. Another new Director is co-opted (Jones-Pratt). Well maybe. It appears on the official company website but no official announcement yet as such.

8. Another Director (Knell) resigns. Or at least appears to. But no formal announcement of that either.

Phew! Hard to keep up.

Does any of this fill you with confidence though? No me neither.

Meanwhile rumours of financial trouble in the company abound, job cuts, sale of vital assets like 4110 and 7828 keep cropping up, but as a working volunteer I just can’t help but thinking, where are we going as a railway? Who is in charge? What’s the plan? The board certainly don’t seem to have many answers. Isn’t it about time they explained themselves.

 

And in the meantime, the Railway has just held, it seems, one of the most successful, and hopefully profitable, special event weekends for some time, with everyone, volunteers, staff, WSRA trustees and PLC directors working together to bring the weekend together. It's almost as though there are two different railways, the one that the public sees and enjoys, and the one with the complicated organisational structures where people come and go, and swop boards, with alarming regularity. Perhaps the folks inhabiting the latter railway should ask themselves whether, at the end of the day, they really matter much?

Sent from my Lenovo TAB 2 A10-70F using Tapatalk

 

The Plc Board seem to be following the "rules" of "the organisation" by acting to protect its own interests (including itself) with less regard for the organisation whose interest that they are meant to be prioritising. As asked by others does this equate to being the problem rather than the solution affecting the WSR ?

 

Not any more he isn't; the list of Board members as at 15:45 on 18 September (being specific as it changes so frequently) quoted on the Plc website is:

• Ric Auger (Infrastructure)
• Rodney Greenway (Voluntary Recruitment)
• Paul Conibeare (The General Manager),
• Richard Maw (Finance Director).
• Frank Courtney
• Ian Coleby

The listing on Companies House still gives William Knell but also no Jones-Pratt:

https://beta.companieshouse.gov.uk/company/01010188/officers

Given the reported financial problems, some stability is going to have to brought to the ship; the turnover of directors and disdain shown to the volunteers, on whom the railway is so utterly dependent, would be funny if it were not so serious.

 

I'm not sure what's the more concerning possibility; either he's resigned/been sacked already or person(s) unknown have decided that the appointment of this director ought to be secret. Neither look terribly good from where I'm sitting, unless anyone has any other scenarios?

 

The board of any company is charged with protecting the interests of that company. What other interests do you think they are legally obliged to protect?

 

You are right of course but there seems to be some unsticking of the various fragments of the WSR such that what is in the interest of one company might not be in the interest of another, or the railway as a whole. The fact that this is a potential problem in itself seems wrong to me.

 

Agreed. Despite what certain posters may claim, all is not right at the WSR. How deep the troubles go and whether all can be put right i wouldn't like to hazard a guess.

 

The board of any comapy has a first responsibility toward the compnay and the members. To suggest otherwise is absurd.

 

So has the Company Board been acting responsibly towards its members then?

 

That is for the members to decide.

 

My post of 23/8/18
Somewhere, behind the scenes, someone is pulling strings and is responsible, as far as I can see, for much of the upheavals that have blighted the line over the last few years.
As far as new blood is concerned the question I ask is who in their right mind would want to be part of this lines administration?
Every now and again it seems that no matter who are the administrators of the PLC or WSRA there are those, who are a very few, who find fault and undermine what is being done.
The 'one family' slogan is a farce; it doesn't exist.
This does, as suggested seem to be connected with recent sackings and sadly, as hinted, vengeance is a great part of it.
The reply by Faol:
Almost spot on but there was a One Railway ethos which was growing strongly but certain personalities have delusions of grandeur and will always think they know best. They have managed to vote each other into positions of influence and shot the best mediating Chairman that we have had since Alan N. Now watch out for the co-options, there will be no interviews and people will just be added. GOD help us.

Has anything changed in the last few weeks?

 

The interesting thing is that despite all the high level politics and intrigues, the whole railway can pull together to organise and run highly successful special events like the recent 40's weekend. I was there on both days and everywhere I looked there were crowds of happy people enjoying themselves, everyone, PLC, WSRA, staff & volunteers should be justly proud of what they achieved.

I think this demonstrates that at the Grass Roots level the members of the various groups can and do work well together, perhaps the management would do well to copy them.

 

Discussed this evening (at a Trustees meeting which I attended by ‘Facetime’ from holiday in France!) and agreed to add Trustee e-mails to website ASAP, and also agreed that I could communicate that without going through the WSRA ‘usual channels’ - we take corporate responsibility seriously.

The e-mails are pretty easy to work out.

Mine is robin.white@wsra.org.uk

Robin

 

Are you suggesting that the board do not have that responsibility?

 

I am beginning to seriously worry. There were financial warnings issued by the previous Chairman. There were financial warnings issued by the last Chairman. Neither set of warnings was followed up by proposals from the Board to address those financial concerns. Then the last Chairman was removed from post by the Board with no explanation, no replacement and still no proposals to address the financial concerns. Then the finance Director resigns, again with no statement from the Board. Spot the common thread...

I know many hate the amount of speculation on here but when you get a sequence of events as listed above and still no response from the Board, (not even a formal denial that there is anything at all wrong) what are people who have a significant interest in the railway to do? It looks like the only people who know the whole picture are the remaining members of the Board and the lack of any formal communication leads me to suggest the following options:- 1. They themselves don't all know what is happening. 2. They know what is happening but are in denial so won't talk about things. 3. They consider themselves to be 'in control' and are refusing to acknowledge the skills and opinions of others. 4. They are out of their depth but a majority don't want to admit it (egos perhaps?) so it's a metaphoric 'head in a bucket of sand' time and hope the problems will go away if they ignore them. or 5. They are in control, they have fully workable plans ready and they will have this sorted by next years AGM. It's just that they have decided not to publish those plans yet... But then you have to ask "Why not?"

So to all Board members who read this; Why no straight answers? You are making yourselves look secretive and power hungry by not being open. You are losing respect. You are leaving the railways good name open to censure (you must be aware that there have already been comments in the steam press). You are risking losing the support of volunteers and donors who may be essential in helping with any recovery if the financial warnings prove to be correct. Whatever happens to the railway now will be your responsibility. What contribution to the railway will you be remembered for?

 

I wasn't aware of the Finance Director (Richard Maw) resigning from anything on here or Companies House - is this new information?

Steven