AGM - Re-election of Directors

[ca 1]

Just reading the annual report

It says in Notes 2&3 that Under the company''s articles of Association 2 of the 5 directors must retire by rotation and if they are eligible and so wish may stand for re-election. Accordingly Roger Mumby and Neil Doncaster will retire by rotation at the AGM adn Resolutions 2&3 will propose their re-election.

Can someone who''s more knowledgeable in these matters explain that to simple little me in plain English plus if all the shareholders vote against them I assume it won''t make any difference with Delia holding the majority shares?

[PurpleCanary 5,554]

Cityangel,

Smith and Jones hold (from memory) just over 60 per cent of the shares. If they vote to re-elect Munby and Doncaster then that motion will be passed, even if all the minority shareholders vote as one against re-election.

 

[PurpleCanary 5,554]

If I''d taken the trouble to look at my own copy of the annual report I could have given you a more precise figure! As of May, 2008, 61.2 per cent.

[Jonncfc 28]

I thought that at an AGM the size of an indidual''s shareholding was irrelevant and it was basically down to numbers of hands in the air (or proxy votes for those not attending).

[Beauseant 0]

[quote user="The Anonymous One"]I thought that at an AGM the size of an indidual''s shareholding was irrelevant and it was basically down to numbers of hands in the air (or proxy votes for those not attending).[/quote]

 

No, if it was that simple you would have potential anarchy in big businesses.For example just consider the AGMs of the high street banks in the current climate! Different classes of share carry different voting powers,and some confer none at all.

[canary cherub 1]

You can''t vote them off but you can send a message by sticking your hand up. 

 

[ca 1]

[quote user="PurpleCanary"]

Cityangel,

Smith and Jones hold (from memory) just over 60 per cent of the shares. If they vote to re-elect Munby and Doncaster then that motion will be passed, even if all the minority shareholders vote as one against re-election.

 

[/quote]

 

Thats what I thought but thanks for clarifying that for me.

[pete_norw 0]

[quote user="PurpleCanary"]

Cityangel,

Smith and Jones hold (from memory) just over 60 per cent of the shares. If they vote to re-elect Munby and Doncaster then that motion will be passed, even if all the minority shareholders vote as one against re-election.

 

[/quote]

So why bother to have an AGM in the first place to re elect these people, its just a nice little bluff, I''m sorry folks, I will turn up what ever the weather to sing and support my team and Roeder, but the board can go and stuff its self,   

[Syteanric 1]

[quote user="pete_norw"][quote user="PurpleCanary"]

Cityangel,

Smith and Jones hold (from memory) just over 60 per cent of the shares. If they vote to re-elect Munby and Doncaster then that motion will be passed, even if all the minority shareholders vote as one against re-election.

 

[/quote]

So why bother to have an AGM in the first place to re elect these people, its just a nice little bluff, I''m sorry folks, I will turn up what ever the weather to sing and support my team and Roeder, but the board can go and stuff its self,   

[/quote]

pretty much spot on.. its a circus at the AGM.. vote and clap all you like, the script has been written.

jas :)

[gazzathegreat 0]

If only it were that simple Pete. Sadly unless something changes, you, me, and everyone else will be supporting the team in the third tier of English football. Although everyone bar the majority shareholders are powerless to enable change, by attending the AGM it gives some of us the opportunity to have our say. I agree sometimes change takes a long time, but it will come.

[InLambertWeTrust! 0]

Why doesnt a big group of you go to the AGM with the intention of making life as difficult as possible for de-LIAR and the rest of her pathetic board?

Ask and keep asking questions about cullum/investment- your club needs you!

[GMF 736]

It''s a shame we can''t "build up a head of steam" and forward a proposal where by D & M had to not vote for these resolutions and then see how the vote went?

One problem, ND could get voted out as a Director, but he''d still be CEO, as he could only be sacked or resign from such a postion.

[PurpleCanary 5,554]

[quote user="pete_norw"][quote user="PurpleCanary"]

Cityangel,

Smith and Jones hold (from memory) just over 60 per cent of the shares. If they vote to re-elect Munby and Doncaster then that motion will be passed, even if all the minority shareholders vote as one against re-election.

 

[/quote]

So why bother to have an AGM in the first place to re elect these people, its just a nice little bluff.   

[/quote]

Because it''s a legal requirement.

[Shifty Sid 0]

Just to add to the voting comments, the re-election of directors is indeed decided by a show of hands and the majority of numbers decides it (not the percentage of shareholding).  I know this is the case as back in around 2000/1 then Chairman Bob Cooper was up for re-election and various people threatened to vote against him.  It was looking dodgy for him and he was only saved when Delia made a little speech that essentially said ''vote against him if you like, but if you do I will condider it a vote against me as well, and will sell up'' or words to that effect.  Cooper subsequently won the vote (then went on his own accord after we secured prmotion to the Premiership).Regarding voting - ''Ordinary'' shareholders such as myself are able to vote but do not get paid dividends on their shares.  The more recent ''Preference B'' shareholders (ie: those shares bought after around 2002) do not have voting rights although they are elegible for dividends.That said, when we have a ''show of hands'' at the AGM they don''t ask that Pref B shareholders do not vote.  We''re not separated into different sections either so I don''t know how they enforce this - if at all!!On another note, I must say I am looking forward to the AGM a damn sight more than I am looking forward to the next game!

[PurpleCanary 5,554]

[quote user="Shifty Sid"]Just to add to the voting comments, the re-election of directors is indeed decided by a show of hands and the majority of numbers decides it (not the percentage of shareholding).  I know this is the case as back in around 2000/1 then Chairman Bob Cooper was up for re-election and various people threatened to vote against him.  It was looking dodgy for him and he was only saved when Delia made a little speech that essentially said ''vote against him if you like, but if you do I will condider it a vote against me as well, and will sell up'' or words to that effect.  Cooper subsequently won the vote (then went on his own accord after we secured prmotion to the Premiership).
[/quote]

With respect, Shifty Sid, what you say is true and not true! It is often the case at AGMs that for simplicity''s sake votes are done as you say on a show of hands, with one person present having one vote.

However if there is a contentious issue or if, for example the board thinks it might lose a vote on a show of hands, then a poll can be called for, and in that case each person votes the number of shares they own. In that case, as far as NCFC is concerned, then the 61.2 per cent holding of Smith and Jones carries the day every time.

[canary cherub 1]

[quote user="Shifty Sid"]
That said, when we have a ''show of hands'' at the AGM they don''t ask that Pref B shareholders do not vote.  We''re not separated into different sections either so I don''t know how they enforce this - if at all!!

[/quote]

They don''t need to bother do they?  They know they will win every vote.

But a forest of hands voting off Doncaster and Munby would send an unmistakeable message.

Last year it was D&M''s turn for re-election.  No more than about 30 people put their hands up to vote them off, and they received boos and comments like "disgusting" for their trouble.  Will it be any different this year?  I won''t hold my breath . . .

 

[pete_norw 0]

[quote user="PurpleCanary"][quote user="pete_norw"][quote user="PurpleCanary"]

Cityangel,

Smith and Jones hold (from memory) just over 60 per cent of the shares. If they vote to re-elect Munby and Doncaster then that motion will be passed, even if all the minority shareholders vote as one against re-election.

 

[/quote]

So why bother to have an AGM in the first place to re elect these people, its just a nice little bluff.   

[/quote]

Because it''s a legal requirement.

[/quote]

All the same though,

Queen Delia has decided before the meeting is opened

[Syteanric 1]

[quote user="Potless Percy "]

[quote user="Shifty Sid"]
That said, when we have a ''show of hands'' at the AGM they don''t ask that Pref B shareholders do not vote.  We''re not separated into different sections either so I don''t know how they enforce this - if at all!!

[/quote]

They don''t need to bother do they?  They know they will win every vote.

But a forest of hands voting off Doncaster and Munby would send an unmistakeable message.

Last year it was D&M''s turn for re-election.  No more than about 30 people put their hands up to vote them off, and they received boos and comments like "disgusting" for their trouble.  Will it be any different this year?  I won''t hold my breath . . .

 

[/quote]

those 30 were found dead in a a shallow grave, a single sniper shot to the head all that was required! All dissenters will be made to conform or will "Dissapear"

*Disclaimer* the above statement might not be true.... but then it might be!

jas :)