S&D Railway Trust

You confuse a plc structure with a membership organisation.

Shareholder power over management is limited, and generally after the event. Management determined to impose their will also have significant administrative levers they can wield to entrench their position.

We saw with the ex6 how difficult it is to remove incumbents determined to protect their position, and that in a membership structure. The hurdles are still higher for a plc.


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I am not confusing the two. My reading of the Companies Act 2006 includes, amongst other things, section S171 " to act within their powers - to abide by the terms of the company's memorandum and articles of association and decisions made by the shareholders" (my bold). And we keep coming back to the same point : if the Directors are not appointed by the shareholders to follow policy determined by the shareholders then what authority do they have ?

 

Independent associations, of whatever sort, are by definition free to discuss whatsoever they choose with whomever they please. They are not beholden to anyone else or any one person in particular.

 

I believe an EGM can be called with 5%

 

You might well ask. I would rather that shareholders had the voice you suggest, but recognise that in reality it is a question of raw power - which is where the hard numbers kick in.


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Isn't it a matter of law ? I'm no expert but the Companies Act seems clear enough.

 

But someone has to get a matter to a vote, and then win that vote. That is where raw power comes in.


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But, since no shareholder has a majority there is only one way a decision can be made by the shareholders. By a majority vote at a General Meeting.

 

The pivotal point one needs to understand beforehand is, who is the chairman of the company, is it the director or a key managerial personnel (KMP)? Or an entirely different person. Interestingly, Companies Act, 2013 does not define the term "Chairman".

The person who leads the board of directors is known as the chairman. This person has the authority to call and lead meetings, sign documents and represent the company in public. He is generally a director of a company but he may or may not be a KMP. He can be an executive or non-executive director or even an independent director.

The Companies Act, 2013, envisages roles and functions for a chairman of a company, it does not stipulate a precise mechanism for appointment and removal of a chairman. Companies through their own Articles of Association (AoA) sets down the procedure for appointment and removal of chairman.

The removal process relating to a chairman is typically governed either by the AoA of a company or the terms of the contract by virtue of which he is appointed. The board has unfettered power to remove the chairman by passing a resolution backed by a majority vote unless the articles provide otherwise. Further, the board is under no statutory obligation to provide any reason at the time of removal of the chairman.

 

As a point of information:

There is an important missing piece in this history. The reasons why the WSRA took on charitable status in the 1990's were twofold: (1) to obtain gift aid on members' subs but (2) as part of an agreed plan to merge with the WSSRT and simplify the structure. For reasons which are obscure to me, the then WSRA Chairman, the late John Pearce, decided to stop the merger. A decision some of us rue today.

Robin

 

That is a great shame and something that I don't recall being mentioned before, so interesting. So close, and now so far.

 

Section 100 Companies Act 2013 specifies not less than 10%

(And I've checked the WSR PLC 'Articles')

Cheers,

Julian

 

Julian
Check the Plc articles for the time-frames needed to nominate Trustees/Directors prior to an AGM. Then refer to the Chairman's statement that he wants a probationary period...

 

Really....maybe if you live in India. I believe the UK legislation is from 2006.

 

My sincere apologies, Ian, you are quite correct, sorry.

 

Indeed. But it was enacted as 10% in 2006.

Strangely...we have some experience of calling EGM's in Somerset. Can't imagine why.

The Companies (Shareholders Rights) Regulations 2009 (SI 1632/2009) chamged 10% to 5%.

Robin

 

Ian, thanks for clearing that up and explaining the origins of the WSSRT. How did the WSSRT come by its shareholding? Was it something that it had when the WSR was set up?

 

Just so. And both major shareholding bodies are capable of calling an EGM if they so choose.

 

Mostly gifts and bequests. But in the days when we could, we used to buy them too.
Ian Coleby

 

I thought this thread was for the S&D trust, but it seems to be turning into a MK 2 version of the locked WSR thread, come on MODS get yer fingers out.