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West Somerset Railway General Discussion

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

  1. Gladiator 5076

    Gladiator 5076 Well-Known Member

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    Did I miss a call for non members to come and hand weed your railway? If so I apologise, although Covid concerns which keep me pretty much indoors would have stopped me. Where were enthusiasts asked to contribute to the weeding?
     
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  2. Andy Norman

    Andy Norman Part of the furniture

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    Yes a good point, I think going forward for all, change is coming as the environment gets tougher, clearly the ORR are changing and expanding their brief and I can see the reasons for that in the wider regulatory context. It’s a ‘space’ Ofsted as their opposite number in education have already filled and own and have done for a long time. Unless I misunderstand what I’ve seen of the ORR increasing its oversight they are already taking an expanded remit outside of just “Is this bridge going to fall down, show me the paperwork from a professional that tells us if its OK”’ and into more subjective areas of governance which then leads back to a well-run and safe operation within a smooth running and happy railway, because all those things are mutually supportive and I think that’s a good positive forward step.

    The HRA no-doubt also see that changes are coming and I would hope are changing themselves and have a plan (I’m not expecting JB to announce it on here so no reply needed). If currently they represent/lobby for the heritage railway industry to the outside world/government in things like ensuring coal supplies, ensuring they have a voice when legislation is passed, support members with issues reactively etc. that will continue along with other things they will be doing already.

    But in my opinion its likely will they have to expand into other areas I mentioned in my post with a larger degree of pro-activity as well, such as being the “Governor Support Department”, plus have an add-on legal team and provide mentors for railway Senior Leadership Teams, a library of best practice, act as a training provider, complete health audits, give railways set templates for governance, the list is endless and I apologise if they already do some of these things. They will no-doubt be looking at all this because they will be in a position to do things the ORR can’t.

    Both can work closely together going forward to ensure they both cover it between them. Because if they don’t then its possible many things won’t get done and this type of situation will continue to happen as well-meaning people on railways fail to run ever more complex organisations as they outstrip any railways ability to cope, leading to the industry nationally being brought into disrepute and being seen as unprofessional which is in nobodies interest, least of all the HRA who are seen by the public as ‘in charge’ whether they like it or not.

    The alternative is for another organisation to fill the space and the HRA becomes a Members Union speaking up for its members when they feel hard done by, which of course is also needed.

    This would mean more costs for the HRA members I guess but it may be a price worth paying and I’m sure the HRA have taken a longer term view over the coming 5-10 years and are planning to do more, because more needs to be done for a healthy heritage railway industry in the UK.

    Everybody needs a strategic plan from the top to the bottom and I think the WSR’s current woes are only a warning sign for everybody else!
     
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  3. nanstallon

    nanstallon Well-Known Member

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    Agreed. The vindictive attitude of the plc's sycophants is what I've come to expect of them.
     
  4. City of truro fan

    City of truro fan New Member

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    It is sad they had to do this as the managers could have had some weed killer ordered. They have done a good job but the pictures of the weeds are still about and I haven’t seen the non weed ones yet
     
  5. Piggy

    Piggy Member

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    Appointing directors
    Must a company have directors, and if so, how many?
    Every limited company must have at least one director. If a limited company has only one director, he or she must be a human person - not another company. A public limited company (or “plc”) must have at least two directors.

    Who appoints directors and what is the process?
    Most commonly, directors are appointed by the shareholders at the Annual General Meeting (AGM), or in extreme circumstances, at an Extraordinary General Meeting (EGM). A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favour.

    When a vacancy arises unexpectedly, the remaining directors may appoint a new director temporarily. His appointment must be confirmed by the shareholders in general meeting as soon as possible. This would be appropriate for example, on the death of a director who represented an institutional lender-shareholder. Another example might be the unexpected departure of a technical director from a science based business where there was an obvious successor.

    The shareholders, or an appointed committee of them, may delegate the power to appoint a new director to the existing directors. Delegating the power to appoint may be convenient for shareholders, but does remove a key shareholder power.

    In most circumstances, a proposal for a new director would be a matter for discussion between the shareholders and directors at leisure and not something for an immediate decision. In terms of power and tactics, of course the absence of a director and / or the appointment of a new one changes the balance of management power. Every shareholder should be aware of this.

    The process for appointing new directors is usually recorded in the company's articles of association. It is not the same for all companies. The number of directors may be limited by the articles of association, so that a new director may be appointed only if a vacancy arises.

    The company must notify Companies House within 14 days after a new director is appointed
     
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  6. Jamessquared

    Jamessquared Nat Pres stalwart

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    The bit in bold is pretty much exactly how we do things, except that our "owning" organisation is not a charity (though confusingly we call the directors "trustees"). So the members of the membership society elect Society Trustees; and the Trustees have to approve directors of the operating company, which they can enforce by virtue of the shareholding.

    The situation has evolved over the last 10 years or so. Up until then, the membership elected society trustees, and those trustees between them filled the plc board - the two were essentially one and the same. Even ten years ago I remember considering that to be anomalous, because in effect the company director with functional responsibility for widgets was held to account by the society trustee - who was the same person! We then had a situation in which a specific trustee / director was rejected by the membership as a society Trustee, but was seen as so crucial to the delivery of the extension as infrastructure director that it was considered very disruptive if he were to stand down from the company board, as would have been the normal precedent. The society articles had (from memory) some clause like "the company directors must maintain the confidence of the society" which was historically always taken to mean "one and the same person", i.e. the membership in essence elect the company directors. From that point it came to be seen to mean the society members elect the society trustees, and those trustees approve the company directors from time to time as required at the company AGM. I think I'm right in saying now that the only person shared between the two boards is the Society Chairman, who is there by statute. Everyone else is separate, and so - if nothing else - it is clearer in my mind that the Society has an oversight role of the company. All the other company directors have therefore been appointed on the basis of specific functional skills. We also recruit on that basis: if we have a vacancy on the company board, it is for a loco director, or an infrastructure director, or a commercial director, so you know which skill set you are looking for, rather than "such and such was elected, now which role can they do?"

    We do get grumbling. However, to my mind it works. I think the bit that is widely unappreciated by some members is just how hard the regulatory and financial environment is. I don't know if the regulatory side has got harder in the last ten years or whether I just more aware of it, but I think the financial side is definitely much tougher: a tough commercial market and spiralling costs just to stand still in renewal of outdated infrastructure and machinery. So to a degree, some of the grumbling we get about "the company isn't doing what the members want", I'm always minded to consider "maybe they are actually doing as well as possible in the environment, and it would be a lot worse if we still had directors elected by popularity contest."

    There is a point in our structure whereby we have a member-endorsed long term plan, which the company is there to deliver. My personal view is that it tries to do too much: I wish we aspired to do less, but better. But that would lead to an almighty punch up if you just tried to whittle it down to a more manageable list. It's much easier to add things to the list than remove them once added, especially if you don't have to pay for it ...

    Bringing it back to the WSR, and two points:

    1) You'll never get harmony while the shareholding is so fragmented. If you want the membership to have strategic control (whether that is on the NYMR model, or the Bluebell model, or some other), all the voting shares need to be in one membership body. But from there, the Operating Company needs to be able to choose directors according to their technical skills in different fields. The role of the membership body is then to approve those people, but then let them get on with running the company, providing strategic direction but not tactical micro-management.

    2) @Faol has highlighted the parlous financial state of the railway, though he is far from the only person to have done so. If the railway were in a better financial place, I suspect a lot of the heat would be taken out of this argument. Running a railway is tough, and gets massively tougher if you are under-resourced. The financial plight of the WSR seems to pre-date the current management, and while I don't think they have particularly improved things by their actions in the last two years, you probably need to be looking back much further to understand why costs and revenues have got out of kilter to the degree they have.

    Tom
     
    Last edited: Nov 16, 2020
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  7. Sidmouth

    Sidmouth Part of the furniture Staff Member Moderator

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    don't go there , pages on why weedkiller couldn't be used
     
  8. Sidmouth

    Sidmouth Part of the furniture Staff Member Moderator

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    have you noticed how the pro plc posters have a very aggressive attitude towards the forum and its posters . One I could understand , two is the start of the trend, three feels organised
     
  9. MellishR

    MellishR Part of the furniture Friend

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    Maybe they all genuinely believe what they are saying, but evidence in support of their beliefs remains sorely lacking.
     
  10. 35B

    35B Resident of Nat Pres

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    I have. I also observe that their approach is not calculated to persuade, except possibly to look elsewhere. FOAD is not generally considered a good team building message.


    Sent from my iPhone using Tapatalk
     
  11. staffordian

    staffordian Well-Known Member

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    Taking a step back, it looks to me that now that the dust has started to settle following the Trust AGM, there is but one game in town as far as the railway is concerned, and that, of course, is the Bailey Report.

    However we have much distrust of motives and some assumptions that the plc is not entirely behind a plan to relinquish its power to a new charity.

    IIRC it was at the last meeting of the PDG that encouraging noises were uttered regarding progress towards the implementing the Bailey report, but again, there was concern that the entire process was being plc led. I must say that to a degree I agree with @Linesider that this is inevitable given they are the operating company and hold licences etc and, all other things being equal, this approach ought not to be seen as suspicious.

    One thing which puzzles me is that both before this meeting and ever since, there seems to have been an almost total radio silence from the plc board, about Bailey or about anything else related to getting the railway going again, which does not inspire confidence that they are working towards it. Contrast this with the likes of the SVR, the NYMR etc; premier lines which many in the WSR aspire to be compared with, and which have issued frequent updates outlining the challenges and the ways these challenges are being tackled.

    IF all parties are actually acting in good faith then I strongly suggest that the plc need to issue, as a matter of urgency, a consultation paper outlining their proposed roadmap for moving to a structure which conforms to Bailey.

    It needs to include timescales, a rough cost breakdown of the various stages (the costs bandied about thus far seem ludicrously high, but an idea of how this figure is arrived at would be a good start for any discussion), basic details of how various processes are to be implemented, eg an explanation as to how shareholdings will be treated, how existing charities would or could be involved, how those organisations not wishing to be involved would be viewed and above all, a process and timetable for all interested parties to make representations, and influence the outcome.

    This latter part could easily get nasty, and mired in the sort of entrenched views we have seen for so long, so the ideal would be for an independent chair to be appointed and rule on any contentious issues.

    Without the above, I see the mistrust and acrimony continuing until nothing is left.

    My final plea would be, even if the above is not thought worthwhile, that the plc be more open with supporters as to the problems being faced, how they are addressing them and how they see the future of the railway.

    An update on the LC at Seaward Way and some detail on how they feel they have turned round the finances as they have claimed would be a start...
     
  12. Sidmouth

    Sidmouth Part of the furniture Staff Member Moderator

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    There is a risk of straying way off topic and into a fresh discussion

    First and foremost , Mess is generally created by human action or more likely inaction . for the WSR and preservation movement to flourish good calibre staff are going to be needed more than ever . That may mean paying a market salary , that almost certainly means recruiting outside the traditional sphere . Enthusiasm does not make up for a lack of aptitude . The challenge of course is people from outside the movement are less au fait with the nuances of railway preservation and can find themselves pitched into the commercial versus heritage battle

    the HRA does two day meetings with various themes to share best practice which is a good start . Please don't laugh but I got unfriended on Social media by a railway Chairman following a suggestion that they should look at the behaviour and language of another railways GM. Whether it was cause and effect I will never know but you won't need too many guesses who the former friend was

    And here is the biggest challenge as I see it . The movement still sees itself primarily as a collective of myriad cottage industries, each doing their own thing , ploughing their own furrow in the name of preservation . If we cannot bring three parties together on one railway imagine trying to bring 100's under a collective umbrella
     
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  13. ross

    ross Well-Known Member

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    To be quite clear: Would "demonstrable competence and stability" include reneging on contracts? Summary eviction of tenants? Lying about ORR investigations? Offering a 'roll around on the platform' as a means of resolution? Alienation of supporters? Failure to maintain a railway in operable condition? Failure to organise infrastructure renewal that someone else is paying for? Failure to run a single revenue-earning train on a railway in a tourist hotspot during a tourist boom?
    Can you confirm that these illustrate your idea of professional standards of business management. I would like to be certain of your position.
     
  14. Sidmouth

    Sidmouth Part of the furniture Staff Member Moderator

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    probably not which is why the ORR letter whilst not precluding the railway running indicates a number of actions before they can
     
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  15. City of truro fan

    City of truro fan New Member

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    Don’t forget they didn’t order weed killer and made volunteers do weeding on their knees.
     
  16. Lineisclear

    Lineisclear Member

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    Don't know about the rest of you but I'm having trouble keeping up with the volume of posts recently.

    The relative silence masks a huge amount of work that has been going on to my knowledge with a view to formation of the new Charity which , contrary to one posting on here, would control the PLC and not the other way round. There 's realisation of the need to be responsive to member and volunteer views and concerns whilst ensuring that the structure secures the confidence of critical bodies like grant funders, banks and the ORR in management to the standards required.
    I hope that it will be possible quite soon for a vision statement to be available for discussion.
    In answer to one specific question about PLC shares my personal view is that all existing PLC shares would be converted into non voting shares with shareholders being offered voting membership of the new controlling charity.
    I believe one of the big differences between the evolutionary approach and the failed revolutionary change initiative is the ability of the controlling charity to provide financial support to the operating company in a crisis situation such as has occurred recently. The legal restriction on support charities such as WSRA and WSSRT from doing that is reflected in grants by NLHF direct to the Severn Valley Opco., for instance, to cover wage costs. That is a flexibility worth having.
     
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  17. Jamessquared

    Jamessquared Nat Pres stalwart

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    I think you need to separate out the actions of individuals from consideration of the structure. In other words, don't base decisions now that may last for decades to come just as a reaction against certain people who are, when all is said and done, only holders of a role for a period of time.

    Tom
     
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  18. martin1656

    martin1656 Resident of Nat Pres Friend

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    The overriding problem with the WSR is the toxic environment, And until this changes, no real lasting progress can be made, IMHO what's needed is leadership and for the PLC to provide that leadership, it can start with stating that the sniping of fellow members must stop, that all members , no matter who they support are to be treated with respect, this can be stated on all media the railway uses, it can make it clear that the railway needs everyone to put the past behind them, and work together, .
    If it can't, or won't then you can ask why, then its down to those who can influence the board to do so, the present overriding sense of self inflicted harm will not help anyone.
     
  19. Robin Moira White

    Robin Moira White Nat Pres stalwart

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    Not sure I understand this. I can't see any bar to a merged charity taking up such a role.

    That's the trouble - put two lawyers in a room and get at least three opinions!

    Robin
     
  20. staffordian

    staffordian Well-Known Member

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    Thank you for your detailed reply.

    My first reaction is that this sort of information should have been released on a reasonably regular basis by the plc.

    The first step to regaining trust and confidence is by pursuing a strategy of openness. IMHO the plc has a long way to go to become trusted and respected, but keeping all stakeholders abreast of developments would be a step in the right direction and openness on what is arguably the most important issue affecting the railway in decades would be a good place to start.
     

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