The following statement has been issued by the Trust Board following its meeting last night
At the Trust Board meeting this evening Supporter Directors (John Armstrong-Holmes and Eric Kerry) made available to the Board the latest Notts County cashflow and management accounts data for the period from February to the end of the financial year in June. The Supporter Directors also answered questions from board members on the Clubs finances and business activities.
A lot has been made by former board members concerning what is referred to as “Financial Information”. As shareholder the Trust is entitled to receive financial and business information from the Club Board. The Trust also has a duty of confidentiality to the Club and the other Shareholders regarding information disclosed. The term “Financial Information” is rather wide ranging and no Trust Board as yet has presented the Club Board with clear description of the exact nature of this information. As reported in our last statement it was promised to members in 2007 that a formal “Memorandum of Understanding” would be agreed with the Club Board and that this had not happened was the collective responsibility of the whole board (past and present). The lack of this arrangement has contributed to the disagreements with former board members.
The historical custom and practice has been that management accounts and cashflow forecasts have been made available to the Trust board (and equally with other Shareholders) following their approval at the Club Board meeting. It has never been normal practice for the Club`s bank balance to be discussed. At each Trust board meeting one of the Supporter Directors present is asked for a report on their and the Club`s activities. At the start of January 2009 the Trust Chair did suggest a simple protocol for this and asked for comments from board members. No comments were received from any member at the time; this protocol can not be seen as having been formally adopted by the Trust Board.
On 2nd January 2009, the Trust Board received the regular copies of the cashflow forecast (to the end of February 2009), and the latest Management accounts from November. Due to the Club`s long standing accounting system the Management Accounts run a month behind. This was normal practice. It would be wrong of any current or former Trust Board member to discuss in public the contents of any commercially sensitive documents known to them.
This information was discussed at the next Trust Board meeting on 13th January. Club chairman, John Armstrong-Holmes was not able to attend this meeting. The Supporter Directors present gave a report as usual. This included the Rotherham game, football news, the Centre of Excellence and legal cases. Questions were asked by some members regarding the range and nature of financial information provided. Also one single department figure in the cashflow document was queried. This query was noted and the Supporter Directors agreed to report back on the matters raised. The next meeting was set for 26th February.
On the 16th January the Trust Chair, Vice-Chair and Secretary held an informal meeting with the Supporter Directors to emphasise the need for financial questions to be resolved quickly. The Supporter Directors agreed that they would try and extend the period covered by the cashflow forecasts as requested by board members. They also expressed concern as to the continuing lack of a formal agreement on such matters.
On the 18th January, Peter Dennis on behalf of the Supporter Directors posted a three page reply to the Trust Board. This included that the single anomalous cashflow figure was being reviewed and would be corrected for the next meeting, the Club`s handling of cashflow, legal cases and other income. It also stated that the adoption of a “Memorandum of Understanding” was vital.
On the 21st January, the Club held an open fans forum at Meadow Lane. We note that none of the recently resigned Trust Board members attended this meeting.
A Club Board meeting was set for 2nd February. This was cancelled due to the bad weather and blizzard conditions at the time, and rescheduled for 23rd February.
On the 13th February, following questions from members, Peter Dennis again posted a response on behalf of the Supporter Directors to the Trust Board. This informed members that the cashflow methodology would be now updated to correct the problem reported. The Trust board were thanked for pointing this out. It was also confirmed that this had been reported to the clubs independent auditors. The financial impact of legal cases was commented on with a full report promised for the next board meeting. The Supporter Directors also asked for the matter of unbudgeted income to be put on the agenda of the next meeting.
On the 18th February Peter Dennis resigned from the Club Board having notified the Club Board of this intention on 15th February. This prevented the next Club Board meeting from taking place on 23rd February as four directors are needed for a quorum on the Club board.
All the above exchanges show the on-going disclosure of financial and managerial information to the Trust Board throughout January and February. This was only interrupted by the disruption caused by unofficial statements made by recently departed board members to the media. We also note that even at the special board meeting on 5th March a “cash at bank” figure was given in response to a question from a board member,
The Trust`s Supporter Directors are continuing the improvement to the Club`s financial reporting. The Trust Board will work with them on the Club`s Business Plan.
Temporary Supporter Director
The Trust Board wishes to announce that it has unanimously agreed to nominate Trust Chair Glenn Rolley as a temporary Supporter Director to replace Peter Dennis. This nomination now need to be approved by the clubs other shareholders.
This decision follows the precedent set when then Trust Chair Keri Usherwood temporarily replaced Steve Thompson as Supporter Director in 2006 until elections could be held.
It is important that the Trust makes this appointment now as it will allow the Club Board to meet again formally with its quorum of four directors. Formal Club Board meetings have not taken place following the resignation of Peter Dennis.
The Trust Board plans to hold Supporter Director elections for a permanent replacement as soon as possible.
Trust Board Co-option News
Since the request was made on 24th March, the Trust Secretary has received a number of requests from members who wish to be considered to for co-option. These are still being processed and those involved will be contacted again shortly. Cp-option to the Trust Board is only a temporary position until the next AGM.
If members are interested in co-option please can they contact the Trust Secretary either by email (secretary@nottscotrust.org.uk) or in writing to the Trust Secretary c/o Meadow Lane.
Paul Whitby
Paul Whitby resigned from the Trust Board on 26th March. Paul was a member of the Board for almost 2 years and was leader of the strategy group. His company (AAC Systems) kindly donated IT equipment to the club and were main sponsors at the recent Beer Festival.
Members SGM Requisition
On Monday 30th March at 1pm a requisition to call a Trust Special General Meeting by members was delivered to the Trust registered office at Meadow Lane.
The requisition contained a total 105 entries, The Trust Secretary reports on this as follows. Of the 105 entries;
1 was not signed
1 was a duplicate entry
5 were not members of the Trust
2 were not members of the Trust at the time they signed the declaration that they were.
2 other entries were with different addresses to that recorded in the membership register.
A total of 94 valid entries were received. At the time of the submission the total adult membership of the Trust was 998. The number of valid entries being less than 10% of the membership as required by the Trust Rules the requisition has not been accepted by the Secretary.
Earlier last month there was a temporary suspension in processing of Trust membership payments for 2 days. Members should know that of the 104 unique entries on the requisition 16 had joined the Trust in the last month. 4 of them had had their memberships paid for by a credit card with a different address to that of the member joining. The Trust Board has investigated this and has decided to accept these memberships. We hope that members will accept that the Board has duty of care to the Trust to take time to investigate these matters. The Board will continue to monitor the situation in the best Interests of the Trust.
Special General Meeting
As reported in the last statement the Trust Board is calling a Special General Meeting on 28th April to be held at Meadow Lane. This meeting will so that members can vote to re-ratify its Supporter Directors.
