West Somerset Railway General Discussion

Ken,

I'm not sure how many bright ideas I have, but there are a couple of aspects of this that I'm struggling with. The first is about the (s)election of plc directors. For as long as this thread (and it's predecessors) has been live, the manner of appointments to important roles has been under discussion. Without comment on any particular faction's merits or demerits, I suggest that this is a clear signal that the processes lack buy in.

The second is Seaward Way. I'm sure there are challenges with a project like this in getting the right road closures at the right times, and generally managing things so they come together. But I thought a design had been prepared and ordered, and was "merely" waiting for paperwork and installation some two years ago. It's the length of that delay, with a crossing that has deteriorated to the point where it apparently can't be used unless hand signalled, that I struggle with. The fact that ORR are asking for discussion with them before formal consultation suggests either that there was something fundamentally wrong with the original design for the replacement cum upgrade (I appreciate that the changes in usage of Seaward Way mean that like for like is impossible), or that something about that design's changed that has caused ORR to have sufficiently serious concerns about the plan that entering into consultation is pointless.

 

The 10 submitted a motion that the shares couldn't be sold unless the membership agreed. Giving the voting at the AGM I don't forsee the membership agreeing to selling it to anybody

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The WSR PLC currently is run by a small group of oddly elected/unelected directors who think they can run a railway.
What I do not understand is the resistance from many to the possibility of democratically led change. If the board of the PLC really believe they are doing a thoroughly competent job of running the WSR, and that they are the best people to do so, then they should have no fears from shareholders.

 

The NYMR (PLC) is run by an unelected board of directors. As a member of the Trust I have no say in who is a director of the PLC. The ORR actually prefer this as a railway run by people placed there by popular vote is not seen as best practice. They, quite rightly, consider directors should be suitable for the job they are charged with doing.

 

I agree Steve. The directors should be suitable for the job they are charged with doing.
As a shareholder I welcome the opportunity to express a view on whether that is currently the position.
I know how I voted.

 

You may not have a say in who the directors of the Plc are, but do you, through the trust, have a say in what they do with the railway? That is the fundamental problem with the WSR - the directors of the Plc have no effective restrictions on what they choose to do.

 

The job of the Directors is a Governance role, it is their duty to set policy (arguably, in accord with the wishes of the shareholders as contained in the Articles or expressed at the AGMs). Specialised industry knowledge may be welcome but is not essential as the appropriate expertise can be brought in through either paid staff or appropriately qualified volunteers who operate at the Management level, below the board, but supplying their expertise when required.
(This is not the place for a dissertation on the division between Governance and Management, but it does seem that many are confusing the roles.)

In the case of the NYMR, as quoted here, and the WSR , I will ask, yet again, to whom are these "unelected" boards accountable ? Or are they, to quote Rodders in a different context," a self-reinforcing, self-congratulatory closed loop" answerable to none but a small coterie of acquaintances ?

 

How though are NYMR directors appointed?

Who is the board of the NYMR ultimately accountable to?

 

A very good point which I have made elsewhere.

The ten stood in an election, which they were absolutely entitled to do. They were open and honest about their motives and quite rightly, they left it to the democratic process within the trust to determine whether or not they were elected.

Only in Somerset does the notion that unsuccessful election candidates need to be punished hold sway.

Edited for spelling

 

Those who argue for the NYMR model make the point that specialist knowledge is required at board level in order to provide appropriate governance, which includes holding managers to account. I think it is an important point, especially where the directors bear the legal responsibilities. However, in a different field, as a non-specialist school governor, I am expected to take time to understand enough about education to be able to effectively challenge the professional managers (i.e. headteacher and school SLT) who have the in depth expertise. That therefore suggests to me that there are a variety of ways of ensuring suitable expertise exists within a board, and the appointment of professionals is not the only one.

ORR are rightly concerned about directors being appointed based on popularity. A glance at the government's handling of Covid demonstrates that a closed process is equally susceptible to bias, and the appointment of people without the requisite qualifications.

 

A bit off-topic but the problem with the government's handling of Covid is that they failed to listen to or act on the advice of their employed experts, and now we are where we are !

 

>>>I don't think it will do much harm if the WSR runs from BL to BA for a year while it gets going again, express BL to BA hour shuttle BA to WN in between.

One small point here (no pun intended!) - the current signalling at BA caters quite well for occasional shuttles running from MD to BA, engine running round, then returning to MD. It would not be the same IMHO for shuttles running to/from the BL end, especially as the necessary hand-signalling would have to take place at the WN end of the loop out-of-sight of the SB.

 

That too. Though, given the delays on Seaward Way, one wonders whether the parallels extend there too

 

Leaving them alone would be the good move, for several reasons (at least one non-obvious, which I won't elaborate on), but there are some in the other direction too (ditto). It will be interesting to see which way the PLC goes.

It's really mind-blowing to me to see this level of thing happening over . . . . the control of a heritage line. I am reminded of the saying that academic politics are so vicious because the stakes are so small.

Noel

 

They could refuse because they can, say, argue that their holding gives them influence over the pic and they believe that this influence has a greater value than the cash on offer. It is for the trustees to determine what best value is. If the members disagree then they are free to vote in new trustees. However I understand the members declined this opportunity very recently.

 

To answer your last question first, the Trust in theory sets the direction and the PLC implements that. I do say 'in theory' as there are many who think that doesn't happen.

As to who appoints PLC directors, I think two are Trust nominated, the others are by invitation.

 

So where are the checks and balances? What system is there in place to stop a group of individuals taking over by co option or whatever?
What recourse would the members have if the Board decided to sell up and open a cycle path?

Not being awkward, I'd really like to know please

 

I believe that the Trust own all the shares in the PLC. No doubt @Lineisclear can give a far better and more detailed answer than me to this and other related questions.

 

Ah, OK. So a couple are elected/selected and the rest are all appointed BUT they are all under the watchful eye of the Trust who can, with their shareholding, call for an EGM to remove any of them at any time if they misbehave. So it's up to the Trust to keep them in line.

 

I believe that they have to be at least approved by the Trust Board although that has been whittled down in size recently and there is an increasing emphasis being placed on recruiting people with specialist knowledge, rather than representatives of the general membership. John Bailey attributes this to Charity Commission guidelines but he is a lawyer and given to interpreting, and as we all know interpretations can differ! For my own part I fail to understand why the Charity Commission would be keen to see the ordinary working members who make the enterprise tick and would like a say in how it is run disenfranchised in this way.