West Somerset Railway General Discussion

You have got to ask your selves who stands to gain this, is all this a ploy by the WSRA to get control of the WSR, after all the association has tried before, there are still people on the WSRA who have personal agendas

 

The WSSRT membership is too small to seriously influence the direction of the WSRA.

 

No, I differentiate between what happened in the first ~6 months and what's happened since. I also take the view that there were early signals (4110, possibly HPC) the significance of which weren't fully apparent at the time, but which indicate that what we see now is not "bad" governance succeeding "good" governance, but a continuity of style.

 

Possibly. But, as has been discussed at length, the WSSRT (currently aligned to plc) and WSRA (alignment unclear) shareholdings of c. 10% each could currently either cancel each other out, or drive change. In the context of the Bailey Report's recommendations about structural change*, and the plc board's transparent attempts to kick them into the long grass, my view is that the control of that shareholding needs to be seen not as about individual WSRA members' personal agendas but driving change towards a more sustainable structure.

My concern is the personalisation of the discussion about individuals' agendas. I don't care whether Joe Bloggs does or doesn't have an agenda, or Joe Bloggs comes out on top. From outside, I care about the organisation being led by capable people who can deliver for the benefit of the WSR, and to give it a sustainable future. If the right person for that is someone who has a "personal agenda", then so be it. And if the reactions to those who might lead are driven by personality, that begs questions to me about whether those around the WSR are really focused on the railway, or actually locked into their own personal conflicts.

* - for clarity, I'm not differentiating between whether it's better to create a new charity, or repurpose an existing one; that is an entirely separate debate.

 

Just a question to try any give a clearer view, so don't flame me please.

Is there any reason why it took the arrival of JJP to initiate the actions in an effort to save the WSR?

Were those who were board members prior to JJP's arrival, incapable of or reluctant to take any such action themselves?

 

I mentioned in a previous post that those closely involved with the WSR and its constituents could not have failed to see how the direction line was heading. Poor infrastructure, falling passenger numbers and so on. You did not need to be a PLC Board Member of you cared to have looked around. As the tread has debated there were and still are too many conflicting ideas and personalities. There seems to have been a kind of euphoria which took precedence to reality. How quiet it appears to have been. Even now the WSRA seems to acquiesce about the removal of the S&D Trust but some are happy to want to cajole the WSSRT into a merger. Their hopes of the past to own parts of the line maybe one of the present principal causes for the serious concerns by the PLC. There are two sides to this, but only one side has been available to NP readers in the main and the little from the other side has been confusing to say the least.
Maybe JJP has blotted his copybook as far as a great many folk are concerned but how he has tried to save the line is now history. Someone with a finger in numerous business ventures - yes one seemed to have hit problems in the past, but the rest have not made big news as far as I know. JJP will have many business contacts. Make no mistake, if the SCC had decided to sell the freehold, I believe he would have found the resources to buy it.

 

Who is "they"? People talk as if the WSRA is a person in itself, it's not, it's made of all sorts of different people, and the people are totally different to those several years ago. I just don't get how "The WSRA" has had a long term ambition to do this that or the other in the way that people ascribe to it.

Again, these "business contacts". How did they help? What did they do?

 

Considering that its noted previously that the WSSRT only has c.100 members and thus the nominations alone represent 14% of the whole membership one would assume they are pretty confident, as with the previous fuss with the WSRA one hopes they are making a suitable contribution for Nat Pres for using it as their official campaign tool.

 

I'm not sure if this has been answered before, but...supposing the WSSRT and WSRA merge and the 'new WSR charity' holds 20% of the plc shares.
Is that enough to do anything? Would it not require a 51% shareholding to be effective?
Otherwise the plc could just say 'our 20% shareholder "new WSR charity" wants us to do X Y and Z. We note this request' and then not actually do anything?
Would 20% be enough to remove JJP as Chairman as many seem to be counting on?
I don't know enough about company law to say one way or the other, but perhaps others on here could?

Keith

 

With respect, I think that misses the point entirely. What one individual might or might not have been able to do, or whether he did or did not save the WSR in late 2018, does not alter the brutal reality of where the WSR is now:

• It has been unable to earn income through 2020
• It requires work on a vital part of it's infrastructure before it can operate to it's major destination
• It has reinforced it's reputation for internecine strife to the detriment of it's ability to appeal for public support

I suggest that this not the basis for a sustainable business in normal circumstances, let alone the particular circumstances it now faces. From outside, I draw the conclusion that the current management model is incapable of delivering a long term sustainable business given the heritage sector model of volunteer contribution.

 

It depends how many minority shareholders fill in the proxy form and send it back to the chairman. Given the remaining shares are held in packets of £5000 or less, with many being only £5, it would take a considerable number. A lot of those £5 shareholders in particular invested decades ago and ma have fallen off the radar. I don't know how many proxies the chairman can usually expect to hold in a meeting, no doubt others will.

 

It is conjecture, based on two key points:
1. Many shares are dormant, with little or no engagement with AGMs
2. There are very few large shareholdings (max 5%?) that could be brought to bear.

 

That's my point - does the 'new charity' require 51% of the issued shares to be an effective body for change, or just 51% of the shares that turn up at an AGM (whether in person or by proxy)

Keith

 

it depends on the active share holding, many, as much as 52 % are thought to be non active shares, owner died etc, and the relitives don't know of the shares, or just moved away, and theres no address, so its possible that the 20 per cent is the largest block, the SCC own in the region of 10 % , so that means, its likily that combined the two charities could un seat the board, by ellecting new board members, who then oust the sitting ones, by using the overall majority rule at the AGM.which is a majority vote of those present.
As regards agenda's, whats more important is are that persons motives going to help, or harm the railway, you can have an agenda, but that agenda might be to see the railway on firmer ground, and a happier place,

 

The latter.

 

Two separate questions. One is the ability to drive a change by the plc, where I believe it's 51% of those present at an AGM. The other is a future structure, where I'd expect a charity to hold a super-majority (possibly even 100%) of the shares in the operating company given experiences elsewhere and the recommendations of the Bailey report. Details will vary depending on the precise scheme.

 

You only get a say if you vote. That point has been put slightly disingenuously (in my opinion) on this thread with comments that it would take 75% of the shares to remove a director, and the two charities have only ~ 18% between them. My understanding is it would take 75% of the vote, which is a rather different proposition. That would be to remove a director during their term of office; since they have to stand again at intervals, they could be removed at that point with a simple majority of the vote voting against. Again, it is a majority of the vote, not of the shares.

Incidentally, in the interests of balance: given what is presumably a large number of dormant shares that will never vote at an AGM, my feeling is that for anyone who had an unscrupulous desire to take over the company, the barrier to entry is rather small - certainly less than 50% of the shares (over £1million) and probably not much more than the combined shareholding of the three or four biggest shareholdings (perhaps half that figure). The fact that no-one has tried to do so is a very strong indicator to me that such conspiracies are wide of the mark, and the realisable assets that could be obtained by someone bent on a hostile takeover and asset stripping simply aren't there to make such a plan worthwhile.

Tom

 

What it would need to be honest is both, first a majority vote at AGM to remove and replace the existing board, so movement on change can be made, because, at some point the PLC board will have to vote its self out of existence, to transfer to an charity owned company.

 

If a minor shareholder has died and his shares are lying forgotten in his widow's drawer of odds and ends, or if a minor shareholder is alive but can't be bothered to open the WSR plc envelope containing notice of the AGM, does the Chairman by default have proxy powers in respect of such shares?

 

Thanks for the replies and info

Keith