Zoe Ward joins the board

[Monty13 2,252]

5 hours ago, Feedthewolf said:

The way I interpret the announcement is that there will be a lot more checks on them? Zoe is now on the board of directors, but until today's announcement the club's executive committee consisted solely of Ward and Webber (it was a three-person team, but then Ben Kensell left).

The executive committee will now comprise of six people rather than just the (married) two: Ward and Webber, plus Neil Adams, Sam Jeffery, Sam Hall and Anthony Richens. That would lead me to believe the balance of power is actually spread a lot more widely rather than being narrowed?

That does seem a better mix although what’s the reporting chains? Aren’t at least some of the new members reporting to the Webber’s? Webber is Adam’s boss isn’t he?

A member of the board also on the executive committee seems potentially at odds, wouldn’t the main job of the board be to hold the exec committee to account?

Not necessarily a bad thing for someone on the board to be directly involved but does seem like there’s more than a few conflicts of interest in the setup.

[dylanisabaddog 4,991]

5 hours ago, (Hoola)Han Solo said:

Her husband isn’t just any employee is he though? He not working the turnstiles or serving cups of tea. He is one of the most important figures at the club. I’m not saying Stuart Webber should be sacked, but our performance this season has been down to an ineffective playing squad assembled by him. Would it be likely that Zoe Ward would vote to terminate his employment? 
 

If you were to research Corporate Governance it’s an ethical issue but I assume the directors have considered this.
 

I would quibble your improvement in every facet of the club though. Zoe Ward was in her job during the BK8 controversy and there are reports of a staff exodus. I’d be interested to know what you think these improvements are. 

He is just an employee

[Grumpy 123]

6 hours ago, Coneys Knee said:

Or, on the contrary, he’s off but she’s got job security in a nice city in a nice part of the country that’s perfect for raising a family. 

They always used to work part didn’t they?

As I recall she came here in 2015 working with McNally while her husband was working in Huddersfield.

 

[essex canary 506]

5 hours ago, Feedthewolf said:

Fair enough, I read your later post to hogesar and replied to that one.

Regarding the second paragraph, I (respectfully) disagree with you completely. Rather than the 'power couple' being the only people on the executive committee, as was the case prior to today, we now have senior execs in commercial (SJ), finance (AR), legal/compliance (SH) and footballing model (NA) to add their specific expertise.

Will certainly be interesting to see how things change over the next year or so, there will no doubt be plenty of opportunities for further discussion!

I raised a shareholder enquiry with the Club on Monday following the rumours. They have yet to respond to me beyond the initial acknowledgement so communication still lacking.

The Constitution of the Club is one shareholder one vote therefore how is it possible for the appointment to be made when there hasn't been such a vote? Shareholders are given the opportunity at the AGM to reappoint Directors but seemingly not the opportunity to appoint them initially. How can that be appropriate?

The Crouch Report isn't in play yet. Nevertheless perhaps it isn't unreasonable to think the Club would be fully mindful of it in making another board appointment. In that regard paragraph 24c states that all Directors should declare any conflicts of interest. Also paragraph 5.17 recommends that 30% of the Board should be independent non-executive Directors. The change hasn't enhanced this.

Given the need for checks and balances between the Board and the Executive, how does it work for one individual to be a member of both without creating a conflict of interest?

I hope the OSP will raise these questions?

 

Edited March 18, 2022 by essex canary

[essex canary 506]

5 hours ago, Feedthewolf said:

 

 

 

Edited March 18, 2022 by essex canary
Duplicate

[essex canary 506]

5 hours ago, Feedthewolf said:

 

 

 

Edited March 18, 2022 by essex canary
Duplicate

[Grumpy 123]

Looking on Wikipedia SW has had spells at Liverpool,QPR,Wolves and Huddersfield and she was at L'pool then Fulham and I assume she then came here so it would seem they are used to working in different locations.So her appointment doesn't necessarily means he will stay.

Its not unusual in the football world for players to be away from their families for days/weeks at a time.

 

[A Load of Squit 5,221]

50 minutes ago, Big Vince said:

Unless she personally is going to start paying the players EPL wages, I don't see how this appointment changes a damn thing.

Rearranging the deckchairs on the Titanic...............

.....................which sunk.

Yes, but it was the icebergs fault.

 

[shefcanary 2,465]

35 minutes ago, essex canary said:

The Constitution of the Club is one shareholder one vote therefore how is it possible for the appointment to be made when there hasn't been such a vote? Shareholders are given the opportunity at the AGM to reappoint Directors but seemingly not the opportunity to appoint them initially. How can that be appropriate?

I've copied an extract from the Articles of Association currently filed at Companies House:

These are actually unusually silent on the methodology behind the appointment of new directors.  General advice under company law is a follows:

So given that there were only 5 directors before, there were up to three vacancies.  Without specific reference in the articles over appointments, the directors are free to decide appointments themselves.  So ostensibly they have decided in a meeting that the appointment of Ward met general company law, which would be difficult to challenge in the absence of more detailed provisions within the articles.  All she has to do is acquire a minimum of 100 shares in the company - as we have found out in other threads on this latter subject it is not always transparent how directors obtain such shares!  

Also the resignation and reappointment of director's at AGM's is not actually required as the running of AGM's is not mentioned in the Articles either!  And as I have mentioned on here before, the lack of a designated Chair of the Board is extremely worrying from a transparency perspective.  

So in answer to the question raised, in reality the members have no say in the appointment of directors.  Although it is good governance for members to agree to resignation & reappointment of directors, the articles are actually silent on this matter, so there really is no reason for it to happen either. 

Once again, the more I dig on the corporate governance of the club, the greater my unease.  The Articles should be much clearer about the process for appointment of a new director.  

Once again, I say time for a revolution, who wants to join me?

 

Edited March 18, 2022 by shefcanary

[Feedthewolf 4,894]

23 minutes ago, essex canary said:

I raised a shareholder enquiry with the Club on Monday following the rumours. They have yet to respond to me beyond the initial acknowledgement so communication still lacking.

The Constitution of the Club is one shareholder one vote therefore how is it possible for the appointment to be made when there hasn't been such a vote? Shareholders are given the opportunity at the AGM to reappoint Directors but seemingly not the opportunity to appoint them initially. How can that be appropriate?

The Crouch Report isn't in play yet. Nevertheless perhaps it isn't unreasonable to think the Club would be fully mindful of it in making another board appointment. In that regard paragraph 24c states that all Directors should declare any conflicts of interest. Also paragraph 5.17 recommends that 30% of the Board should be independent non-executive Directors. The change hasn't enhanced this.

Given the need for checks and balances between the Board and the Executive, how does it work for one individual to be a member of both without creating a conflict of interest?

I hope the OSP will raise these questions?

Legal and governance issues aren't my strong suit, so it probably makes sense for the club to respond to you directly on that. Let me know if/when you get a reply, and if you haven't received one before the next panel meeting in April then I can raise it then. Are you aware of any other shareholders with similar concerns? Or is anyone else reading this a shareholder with similar concerns?

Zoe Ward told us personally that the club is reluctant to action anything on the Crouch Report until it has been through Government and they know the degree to which it will be implemented. The club already has enough legislative responsibilities without trying to second-guess the government's response, which seems logical to me.

I'm interested to know other posters' opinions on the matters raised here, so anyone 'in the know' about legal matters is welcome to chip in with their views.

[shefcanary 2,465]

1 minute ago, Feedthewolf said:

Legal and governance issues aren't my strong suit, so it probably makes sense for the club to respond to you directly on that. Let me know if/when you get a reply, and if you haven't received one before the next panel meeting in April then I can raise it then. Are you aware of any other shareholders with similar concerns? Or is anyone else reading this a shareholder with similar concerns?

Zoe Ward told us personally that the club is reluctant to action anything on the Crouch Report until it has been through Government and they know the degree to which it will be implemented. The club already has enough legislative responsibilities without trying to second-guess the government's response, which seems logical to me.

I'm interested to know other posters' opinions on the matters raised here, so anyone 'in the know' about legal matters is welcome to chip in with their views.

See my reply above FTW - I am not happy!  

[Feedthewolf 4,894]

1 minute ago, shefcanary said:

See my reply above FTW - I am not happy!  

Yep, we posted at the same time; just read your post, thanks.

For now I'm going to back away from getting involved in this conversation as I don't have the requisite legal knowledge, but be assured that I'll be reading the thread and learning as I go. If those with concerns can reach some form of consensus about what the most pressing issues/questions are, I can certainly ask for it to be added to the agenda at the next meeting (which is on Tuesday 19 April).

[PurpleCanary 5,585]

1 hour ago, Big Vince said:

Unless she personally is going to start paying the players EPL wages, I don't see how this appointment changes a damn thing.

Rearranging the deckchairs on the Titanic...............

.....................which sunk.

Oh sod. Really? And I was so looking forward to seeing that film. You are my fave poster, Big Vince, but you should avoid spoilers like that.

[PurpleCanary 5,585]

52 minutes ago, essex canary said:

I raised a shareholder enquiry with the Club on Monday following the rumours. They have yet to respond to me beyond the initial acknowledgement so communication still lacking.

The Constitution of the Club is one shareholder one vote therefore how is it possible for the appointment to be made when there hasn't been such a vote? Shareholders are given the opportunity at the AGM to reappoint Directors but seemingly not the opportunity to appoint them initially. How can that be appropriate?

The Crouch Report isn't in play yet. Nevertheless perhaps it isn't unreasonable to think the Club would be fully mindful of it in making another board appointment. In that regard paragraph 24c states that all Directors should declare any conflicts of interest. Also paragraph 5.17 recommends that 30% of the Board should be independent non-executive Directors. The change hasn't enhanced this.

Given the need for checks and balances between the Board and the Executive, how does it work for one individual to be a member of both without creating a conflict of interest?

I hope the OSP will raise these questions?

 

It is normal for companies to have one or more directors who are also an employee in the executive. We had this With Doncaster and McNally. To have a board entirely comprised of non-executives is pretty rare, and for good reason, and I would not want that to be the case with Norwich City.

As to the ratio of independent non-exec directors, it depends what your definition is. Until this change we had 100 per cent non-execs. What is meant by independent? Most definitions say that means not being an employee, or affiliated in some way, and some add having no pecuniary interest.

It is arguable that Smith and Jones, and Foulger, through their shareholdings, have a pecuniary interest, but Phillips and Tom Smith have such small holdings they hardly count. In which case we did and still do meet that 30 per cent quota recommendation.

[Dr Greenthumb 750]

Sexybennett called this weeks ago.

 

I like this idea, seems to have an excellent CV and hopefully more modern ideas

[Dr Greenthumb 750]

1 hour ago, Grumpy said:

Looking on Wikipedia SW has had spells at Liverpool,QPR,Wolves and Huddersfield and she was at L'pool then Fulham and I assume she then came here so it would seem they are used to working in different locations.So her appointment doesn't necessarily means he will stay.

Its not unusual in the football world for players to be away from their families for days/weeks at a time.

 

May be different with their young child in the equation though

[essex canary 506]

16 minutes ago, Feedthewolf said:

Yep, we posted at the same time; just read your post, thanks.

For now I'm going to back away from getting involved in this conversation as I don't have the requisite legal knowledge, but be assured that I'll be reading the thread and learning as I go. If those with concerns can reach some form of consensus about what the most pressing issues/questions are, I can certainly ask for it to be added to the agenda at the next meeting (which is on Tuesday 19 April).

Perhaps it is best if they reaffirm to you but in addition to myself I appear to be able to identify 8 seperate posters on here who have directly raised Corporate Governance issues plus perhaps others who have been more ambiguous.

Should we perhaps have more effective mechanisms than having to wait a month on such an important issue?

Thanks to Shefcanary for his explanation.  That explanation plus your feedback concerning the Crouch Report suggests that the Club, with Zoe in the most prominent non-football role, is not being proactive about securing best practice. Something which we should excel at given our shareholder and community base.

[essex canary 506]

15 minutes ago, PurpleCanary said:

It is arguable that Smith and Jones, and Foulger, through their shareholdings, have a pecuniary interest, but Phillips and Tom Smith have such small holdings they hardly count. In which case we did and still do meet that 30 per cent quota recommendation.

An interesting interpretation. Also interesting to note that on the face of it, Phillips and Tom Smith have made far more profits from lower risk Bonds than they have invested in Club shares. Therefore I don't view them in the way that you suggest.

Also I think it is crystal clear that they don't meet the criteria of independence outlined in the Crouch Report in relation  to family relationships and rotational requirements.

Edited March 18, 2022 by essex canary

[shefcanary 2,465]

4 minutes ago, PurpleCanary said:

It is normal for companies to have one or more directors who are also an employee in the executive. We had this With Doncaster and McNally. To have a board entirely comprised of non-executives is pretty rare, and for good reason, and I would not want that to be the case with Norwich City.

As to the ratio of independent non-exec directors, it depends what your definition is. Until this change we had 100 per cent non-execs. What is meant by independent? Most definitions say that means not being an employee, or affiliated in some way, and some add having no pecuniary interest.

It is arguable that Smith and Jones, and Foulger, through their shareholdings, have a pecuniary interest, but Phillips and Tom Smith have such small holdings they hardly count. In which case we did and still do meet that 30 per cent quota recommendation.

Thanks Purple, this adds a layer to my own view above. 

My conclusion is that current corporate governance arrangements are there to maintain, shall I say, a certain degree of flexibility to meet changing circumstances.  Ostensibly all the club's corporate governance arrangements are within the form of the guidance but as to whether they meet the substance implied is for another power to determine.  I've been on the boards of companies which continuously tweaked Memo & Articles of Association to meet changing needs, I've also been there at the creation of companies and been involved in long discussions with lawyers over the balance between practicality, commerciality, transparency and expediency. 

Frankly I was shocked by the Articles of Association, but I can understand how busy directors in the past were assured by lawyers that the version they approved met with their requirements and so approved them with best intentions.  However in the modern world, any variation away from Table A under Company Law gives cause for concern.  Too late to change immediately now, but come the revolution!

[Capt. Pants 4,278]

The flipside of all this is that Webber now has influence on the BOD. If he says to 'er indoors "look we need some external investment to make this work", she may take notice and get on it!

 

[Channon’s Windmill 334]

19 minutes ago, Capt. Pants said:

The flipside of all this is that Webber now has influence on the BOD. If he says to 'er indoors "look we need some external investment to make this work", she may take notice and get on it!

 

Nice thought but NCFC is under a dictatorship, only works if DS & MWJ agree! We all know the answer to that.

[Capt. Pants 4,278]

1 minute ago, Channon’s Windmill said:

Nice thought but NCFC is under a dictatorship, only works if DS & MWJ agree! We all know the answer to that.

Could get out voted 4 to 2 though. A larger BOD is probably a good thing, as long as they are all on the same page.

[Branston Pickle 3,690]

8 hours ago, hogesar said:

 

What's cosy and arrogant about promoting someone who's got significant football experience at other clubs, has worked for us for a number of years and improved multiple facets of the club?

It's what happens in..uhhh, any business?

I generally agree with that, but the ticket office seems to have rather gone in reverse over the last year or so. 

[NewNestCarrow 203]

1 hour ago, essex canary said:

The Constitution of the Club is one shareholder one vote therefore how is it possible for the appointment to be made when there hasn't been such a vote? Shareholders are given the opportunity at the AGM to reappoint Directors but seemingly not the opportunity to appoint them initially. How can that be appropriate?

Since 2002 - when you became a shareholder - Andrew Turner, Sharon Turner, Alan Bowkett, D McNally, S Phillips, Stephen Fry, Jez Moxey, Ed Balls and Tom Smith have all been appointed as Directors, without requiring general shareholder approval. .

What did the Company say when you raised these previous unilateral appointments with them?

 

[A Load of Squit 5,221]

7 minutes ago, Branston Pickle said:

I generally agree with that, but the ticket office seems to have rather gone in reverse over the last year or so. 

Presumably the new commercial guy, Sam Jeffrey will be able to sort it out, it'll be a good measure of whether the new structure is working.

[essex canary 506]

2 minutes ago, NewNestCarrow said:

Since 2002 - when you became a shareholder - Andrew Turner, Sharon Turner, Alan Bowkett, D McNally, S Phillips, Stephen Fry, Jez Moxey, Ed Balls and Tom Smith have all been appointed as Directors, without requiring general shareholder approval. .

What did the Company say when you raised these previous unilateral appointments with them?

 

I didn't raise it then but I believe that events that have impacted on me in the last 5 years plus the content of the Crouch Report means that it is appropriate to raise it now.

[Big O 225]

8 hours ago, Jim Smith said:

I’m sure Zoe is very competent at what she does and I have nothing against her but I remain concerned at the apparent handing over of all facets of the club to two people who are married with no apparent checks and balances. 

Oddly I wonder if there is a clue in todays announcement. Neil Adam’s is part of the executive committee but his boss (Webber) isn’t…. 

[Big O 225]

2 hours ago, essex canary said:

I raised a shareholder enquiry with the Club on Monday following the rumours. They have yet to respond to me beyond the initial acknowledgement so communication still lacking.

The Constitution of the Club is one shareholder one vote therefore how is it possible for the appointment to be made when there hasn't been such a vote? Shareholders are given the opportunity at the AGM to reappoint Directors but seemingly not the opportunity to appoint them initially. How can that be appropriate?

The Crouch Report isn't in play yet. Nevertheless perhaps it isn't unreasonable to think the Club would be fully mindful of it in making another board appointment. In that regard paragraph 24c states that all Directors should declare any conflicts of interest. Also paragraph 5.17 recommends that 30% of the Board should be independent non-executive Directors. The change hasn't enhanced this.

Given the need for checks and balances between the Board and the Executive, how does it work for one individual to be a member of both without creating a conflict of interest?

I hope the OSP will raise these questions?

 

It’s not uncommon (in fact common practice) for a Board to comprise both Executive and non executive Directors.

The non - execs are there to hold the executives to account for their performance. 

[NewNestCarrow 203]

4 minutes ago, Big O said:

Oddly I wonder if there is a clue in todays announcement. Neil Adam’s is part of the executive committee but his boss (Webber) isn’t…. 

"Assistant sporting director Neil Adams, finance director Anthony Richens, commercial director Sam Jeffery and legal and governance director Sam Hall have been appointed to the executive committee.

The quartet join the existing members of the club’s executive committee, Ward and sporting director Stuart Webber."

[Big O 225]

Just now, NewNestCarrow said:

"Assistant sporting director Neil Adams, finance director Anthony Richens, commercial director Sam Jeffery and legal and governance director Sam Hall have been appointed to the executive committee.

The quartet join the existing members of the club’s executive committee, Ward and sporting director Stuart Webber."

Ok, so I may have missed that important last line 😂