Nominee Director - Shareholder Statement
- 06 December 2013
"In July we embarked upon a campaign to effect Board change, supported by institutional shareholders representing a significant percentage of the Company, together with the fans all of whom were concerned about the appalling lack of corporate governance and financial transparency since the IPO last December.
In particular, all were concerned about the significant cash outflows and the obvious dysfunctionality of the Board.
Together we have made enormous progress but there is more to be done.
Since the IPO your Club has had 3 Chairmen, 3 Chief Executives and 3 Nomads. This is highly unusual for a public company and may even be unprecedented. It has been reported that Board departures have been accompanied by significant payoffs.
The share price has fallen nearly 40% since the IPO.
We have been relentless in our pursuit of change, as have the fans with whom we are completely aligned. Our common purpose is evident from the supporting statement from the key supporter groups at the end of this statement.
We took action at the Court of Session to enforce our rights to have our 4 nominations included in the business for the AGM. The judge ruled that the Board had breached the provisions of the Companies Act and on this issue alone all members of the Board at the time should have resigned. Craig Mather and Bryan Smart did, but their colleagues chose not to.
Of the 6 directors who were on the Board when we started only 2 remain.
In the past month there have been 3 new appointments to the Board. On paper some of these appointments look credible. They also claim to be independent of past regimes although it is still unclear who made these appointments.
The new appointments have yet to prove their independence and earn the trust of the fans who are the lifeblood of yourClub.
To date they have chosen not to engage with the fans or us and have also declined to disclose who is behind the mysterious investors, Blue Pitch Holdings and Margarita Holdings.
There are not many businesses who can choose to ignore their customers. This is what the past and current Board have done and are still doing. All shareholders should be worried about the impact this may have on future season ticket salesand other commercial revenues.
Against this backdrop we would ask shareholders to support further Board changes.
Our plan for the Club is to restore trust and transparency.
Unlike the current Board members we have engaged with the fans and have their confidence and support.
Our nominations are:
Paul is a Chartered Accountant and has had a successful career in finance and private equity. Paul was previously a Director of 3i and Deutsche Bank.
He was also a non-executive Director of Rangers from 2007-2011 where he was part of a Board which presided over a significant reduction of debts. He was very publicly opposed to the sale of the Club to Craig Whyte, whose stewardship led to administration.
Malcolm has had a long and successful career in the fund management sector holding senior executive positions atPhillips & Drew.
Whilst there he helped develop one of the earliest clearly defined corporate governance policies.
Of particular relevance was his purchase and stewardship of a 25% shareholding in Manchester United where he worked closely with management helping to turn a recovery situation into an iconic global brand.
Malcolm was Chairman of the Club at the time of the IPO and was voted off the Board in July having repeatedly tried to get to the bottom of corporate governance issues. His departure from the Board and the resignation of the Nomad,Cenkos, indirectly led to this shareholder campaign.
Scott is the founder and Managing Partner of CWM. CWM was set up in 1992 and is widely recognised as the leading independent retail property advisor in the UK.
Scott is also a non-executive Director/shareholder of several retail businesses. He is an Executive Board Member of Loch Lomond Golf Club and is also involved in various charities.
Both Scott and Alex were approved by Cenkos as prospective Directors at the time of the IPO. We do not believe that there are any regulatory impediments to any of us joining the Board if elected.
We believe that the 4 nominations have complimentary skill sets and experience which can add value to the Board. We are also all lifelong supporters who have an empathy with your Club and can help the Board rebuild trust with fans.
We can help your Club build a sustainable plan and also help attract public and private capital on the back of trust and transparency.
The very future of your Club is now at risk. The Finance Director told the fans there would be only £1m left by April. We have had conversations that give us absolute confidence that new private and public investment will be available on the basis of significant Board change.
We have published the Rangers Constitution which we believe all Directors should sign. The main commitments behind this are as follows:
1. Ibrox Stadium can never be sold.
2. There should be fan representation on the Board.
3. Directors and close associates should have no interest in any Club contracts.
4. Executive remuneration should be properly controlled and independently benchmarked.
As new Directors we are prepared to offer our services for nothing.
In conclusion, the shareholders have a one-off opportunity to select, at the AGM on December 19, the best Board to take the Club forward.
The key issue facing shareholders is to rebuild trust and transparency with all stakeholders and we believe that our nominations are the only ones who can do that. We would therefore urge all shareholders to vote for sweeping change."
Statement on behalf of The Rangers Supporters Trust, The Rangers Assembly and The Rangers Supporters Association, the three recognised organised supporter groups:
"Fans groups have held several meetings with RIFC Plc Board representatives and also with Jim McColl, Malcolm Murray and Paul Murray.
Our concerns as to the regulatory, fiscal and moral governance of the Club have not been satisfied by the Board representatives. In contrast, the other group have entered into sensible and constructive ongoing dialogue with us and have confirmed some critical matches in their vision to ours:
• The establishment of a clear and transparent corporate governance structure through a Board comprising skilled and experienced individuals that have the well-being and success of the Club at heart;
• A clear statement of standards that Board members must adhere to;
• A full review of the Club's operating costs and contractual arrangements with both staff positions and remuneration packages and suppliers costs and contracts and action to ensure all provide the very best value to the Club;
• A welcoming attitude to fan involvement in the running of the Club with extended levels of fan investment and influence through the structure of the Club.
It is evident that significant portions of the support want as a matter of urgency to see a RIFC Board working efficiently as a unit to take the Club forward effectively both commercially and on the pitch. Failure to achieve this will potentially result in fans disengaging with the Club and the effect this would have on income streams would be disastrous."