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Peak Rail Annual Report and Action Group

Discussion in 'Heritage Railways & Centres in the UK' started by huochemi, Aug 11, 2017.

  1. estwdjhn

    estwdjhn Member

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    As a fairly local, but uninvolved observer, I can't see that there is a long future for the current board. Whatever their truth, the allegations made in the letter sent round by the "President" looked to me at a casual glance like a defamation lawyers wet dream, and I can't begin to understand why they thought it was a good idea to send such a letter out to everybody and their dog.

    That said, I'm not sure if I was to be given the choice, I'd necessarily install the action group as the boards replacement. One feels that they (or at least elements within the group) are possibly as interested in settling old scores as they are in actually building the railways future.

    I think that when matters finally come to a head, possibly the best option would be to try and form a board with around 2/3rds of the members being current or previously boards members of other successful preserved lines, with the intention that these experienced hands can probably steady the ship, help the staff and volunteers get everything back on a proper footing, then gradually fade away over the next five years or so in favour of home grown replacements. It would be quite a commitment from these people, but not an unimaginable one...
     
  2. jnc

    jnc Well-Known Member

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    In the WSRA dustup, IIRC not many of their 'action group' wound up on the board.
    A lot of people are happy to let others run with the ball once things are more open.
    Might be useful for the PRAG to make their intentions known, though.

    Noel
     
  3. jnc

    jnc Well-Known Member

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    A very good question... It may well be that he has been given an incorrect picture of the situation (q.v. the statement about someone having spoken to the ORR Inspectorate, when they hadn't). The 'robust defence' crowd do have past form in that area...

    Noel
     
  4. crantock

    crantock Member

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    A little unfair, i think many of the protagonists did go on to do useful things. However, one aspect is that sometimes the person who fronts the fight does so knowing it would be best if they did not seek a role as they can never be a reconciliation candidate.


    Sent from my iPhone using Tapatalk
     
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  5. FearOfManchester

    FearOfManchester Member

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    It may be a bit of an over the top analogy on my part, but in 1945 and although loved by the people of this country, Winston Churchill lost a general election, because people knew that they didn't need a man of war in peacetime. The same goes for whoever wants to lead the fight against the current management, after the fight is over, someone new needs to take the helm and bring unity.
     
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  6. jnc

    jnc Well-Known Member

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    Didn't say they didn't; and of course many were contributing in ways other than being management before as well as after.

    Noel
     
  7. Vulcan Works

    Vulcan Works Member

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    Wel, well well. An impressive financial loss in 2017 I believe. I'm looking forward to receiving my copy of the annual accounts and I can't wait for the AGM.

    It will be good to know what inspirational plans the Directors have. However given that Peak Rail doesn't follow normal business practice and produce a Strategic Business Plan, or report progress against any meaningful measures, or communicate effectively with shareholders, I suspect that I'm going to be disappointed as usual!

    The Plc's weaknesses predate the latest legal shenanigans. We've bumped along with no significant revenue increase or improved visitor offering for several years and some supporters have been driven away. This is compounded by the cosy relationship with the PRA which ought to hold the Plc to account and provide the supporters' drive to 'get things done'. Sadly the PRA stays silent. A small number of well entrenched people pretty much run both organisations in much the same way as they always have done, and in much the same way as they intend to carry on doing. I'm not criticising individual effort or commitment but I just don't see any evidence that either organisation is willing to modernise and transform itself.

    Here's hoping that shareholder pressure brings about a series of desperately needed organisational changes!
     
  8. Lax ambition

    Lax ambition New Member

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    Speaking as a shareholder who was "lost" for many years, I'm making the effort to attend this AGM! Seems funny how my Peak Rail Association membership details changed when I moved some years ago, yet my shareholding details didn't!!!! In the 20+ years I've held shares in Peak Rail, I've only used my free share travel once and never used the PRA membership free travel, as I'd always thought that the railway needed the income, only to find out that money that could have seen track laid towards Rowsley , spent in needless legal fees.
     
  9. Breva

    Breva Well-Known Member

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    Where is the 2017 auditor's report ! I'm a distant shareholder, and it wasn't part of the mailing.
    Anyone know what they said? Did they sign off the accounts without qualification?
     
  10. sleepermonster

    sleepermonster Member

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    Gosh, he's right. There simply is no auditors report at all, just the notes at the end, which are not the same thing.
     
    Last edited: Jun 21, 2018
  11. MellishR

    MellishR Resident of Nat Pres Friend

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    Time to appoint a proxy for the AGM who happens to be expert in company law?
     
  12. Lax ambition

    Lax ambition New Member

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    I went to the PRA's AGM and some questions were raised over the Auditors in respect of the Association's accounts, someone made the comment that the same firm does "the books" for the PLC also and perhaps it was time to change them, a vote was cast and somehow the existing auditors were retained!!!!!!
    At least Breva and Sleepermonster received the notice of AGM and the "financial reports". For the AGM, I have put together a folder, with my share certificates along with the correspondence that confirms that my shares are registered to my current address, so that there can be no VOIDING my right to vote...........
    On the subject of the Grand Expansion plan that could have been announced to divert attention, you should walk up to Hollins Cross on the great ridge at Castleton and watch a cement train depart from Earles Sidings to understand the freight train problem on the Hope Valley line!
     
  13. sleepermonster

    sleepermonster Member

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    This is what the first page of last years Auditors report looked like -couldn't get the second page to upload which includes the signing off of the report by the auditors, anyway this is the bit that is missing.

    upload_2018-6-21_19-31-9.png
     
    Last edited: Jun 21, 2018
  14. Lax ambition

    Lax ambition New Member

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    The existing board have used the shareholder apathy to continue running Peak Rail in the manner they choose, whats needed is for enough shareholders to turn up or appoint a proxy ( preferably not one of the existing board) to attend the AGM. From what I understand, there is no large single shareholding other than perhaps the PRA that is entitled to vote, so enough of the small (25 - 200 shares) holders need to make their way to Darley Dale or proxy their votes to Peak Rail Action Group. The concern is that there will be an attempt to void votes to retain the status quo. The volunteers are owed some truth to the situation of the railway they give up their time for, more than the shareholders even.
    A new team at the top of the railway should inspire confidence in the future fortunes of Peak Rail.
     
  15. Breva

    Breva Well-Known Member

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    As a shareholder you can nominate a member of the Peak Rail Action group with the proxy voting form attached to the summary accounts (which you are asked to approve, despite not having seen the audit report).
     
  16. gwilialan

    gwilialan Well-Known Member

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    You could, of course, could always return the proxy form with the "Approval of the accounts" section marked as 'Rejected' but then you have to make sure who you appoint will properly register your vote.
    If it's got to the stage where doubts are arising as to whether the proxy votes sent to "The Chair" are being properly allocated then it looks like it's time for some action - either from the Board to regain the members confidence (e.g. invite the HRA to oversee the election) - or from the members (in who they vote for if any board members are standing for re-election or by sufficient new people standing to ensure no one is reappointed by default)
     
  17. FearOfManchester

    FearOfManchester Member

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    I echo the sentiments expressed in post #294, in order to enact change and overcome the dirty tricks of the board, as many people as possible need to attend the AGM in person or give their vote to PRAG as proxy with the CORRECT documentation and CORRECTLY filled out, I am of the mind that the board will do whatever they can to find discrepancies in documentation in order to discredit and void votes, and that will be their main tactic, so documentation needs to be squeaky clean, this is the best way in my mind to change the status quo. As PRAG said a few pages back, good, knowledgeable people are waiting in the wings to take over, it is up to shareholders to see that change through.
     
  18. crantock

    crantock Member

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    When is the AGM? I think that if the audited report is clean and turns up on the day it will probably be OK. If you are interested:

    Companies Act 2006
    437 Public companies: laying of accounts and reports before general meeting
    (1) The directors of a public company must lay before the company in general meeting copies of its annual accounts and reports.
    (2) This section must be complied with not later than the end of the period for filing the accounts and reports in question.
    (3) In the Companies Acts “accounts meeting”, in relation to a public company, means a general meeting of the company at which the company's annual accounts and reports are (or are to be) laid in accordance with this section.

    438 Public companies: offence of failure to lay accounts and reports
    (1) If the requirements of section 437 (public companies: laying of accounts and reports before general meeting) are not complied with before the end of the period allowed, every person who immediately before the end of that period was a director of the company commits an offence.
    (2) It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that those requirements would be complied with before the end of that period.
    (3) It is not a defence to prove that the documents in question were not in fact prepared as required by this Part.
    (4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding [one-tenth of the greater of £5,000 or level 4 on the standard scale].

    CA 2006 s471:
    (2) In the case of an unquoted company, its “annual accounts and reports” for a financial year are-
    (a) its annual accounts,
    [(aa) the strategic report (if any),]
    (b) the directors' report, and
    (c) the auditor's report on those accounts[, the strategic report (where this is covered by the auditor's report)] and the directors' report (unless the company is exempt from audit).

    More relevantly, have alternative directors been nominated? Otherwise its all hot air.
     
  19. Vulcan Works

    Vulcan Works Member

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    Yes I agree that it's a little too cosy for my liking having the same Firm auditing the financial antics of pretty much the same people running the Plc and PRA. The 2016 Accounts showed an 'accounting profit' achieved only by capitalising some labour costs, which is just about OK in the context of Peak Rail's current activities but it's hardly a ringing endorsement of sound financial management. The slide in revenue from train fares, catering and retails sales has continued in 2017. I don't know about 2018, the Board never reveals any targets or reports on progress so it's hard to know. Hiring in various steam locos is't helping with cash flow either. The Auditor seems content with the Directors' sanitised assessment of the mounting legal costs and outstanding risks, which I also found odd. Perhaps the Directors just had collective amnesia and that's why the 2017 Accounts didn't include the Auditor's report.

    I would love to attend the AGM but being a Thursday daytime guess what, I'm at work. I've appointed a PRAG proxy instead. Please please, if you're a Shareholder and dismayed at Peak Rail's mediocre performance and precarious finances, do something positive this year and attend the AGM or appoint a proxy. The current Board has operated without serious challenge for several years. Unless changes are made at Board level the organisational culture will stay depressingly the same. Make a difference in 2018!
     
  20. Breva

    Breva Well-Known Member

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    I gave my shareholder's vote to PRAG.
    Please attend, or do the same. We need change.
     
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