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West Somerset Railway - Removal of the PLC Chairman and related matters

Discussion in 'Heritage Railways & Centres in the UK' started by rodders154, Aug 14, 2018.

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  1. 5944

    5944 Resident of Nat Pres

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    Yeah but what do you know, you live more than 200 miles away from Somerset ;)
     
  2. baldbazza

    baldbazza New Member

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    Although 'companies' in this case means boards. And boards mean people. And if some key people don't (or won't) get on then there's little hope of a company being effective by itself or in conjunction with another.
     
  3. flying scotsman123

    flying scotsman123 Resident of Nat Pres

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    My ambition is to reach the exalted status of @Bean-counter and have my opinions dismissed on a platform in Minehead. :)
     
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  4. Big Al

    Big Al Nat Pres stalwart Staff Member Moderator

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    It would be good to think that all of this business is down simply to a combination of a lack of understanding of the intrinsic parts of the management of the WSR and its complex intracommunication. Is it not generally the case that any narrow/blinkered view can also hinder the right decisions being made? Here is a true story for you all.

    A heritage railway somewhere in the UK. The guard walks through the first coach to remind passengers that if they need the next station then they will have to walk back as the train will stop with the first coach off the platform end. The train arrives and pulls up within the platform limits for the loco to take water. The crew looks for the 'right away' to be then told by the station staff that they will now have to move up to the normal stop board so that the coach with disabled access could move to the designated point for staff to off-load two wheelchairs.
    Comment by crew "If we had known that there were wheelchairs on board then we wouldn't have taken water"
    Comment by station staff "If we had known you were going to take water then we would have told you".

    All very amicable and no harm done. My observation is - and I realise it is a simplistic one - that the more groups there are and the more lines of communication, reporting and decsion making exist, the more likely it is that things will be missed or misunderstood. The WSR seems to have grown organically but in a complex manner. Is it too basic a comment to say that the organisation may now be in danger of strangling itself? If that is a problem then the way forward is bound to disturb old traditions and upset folk. The mistake would be for detractors to see change as bad rather than as improvement.
     
  5. 30567

    30567 Part of the furniture Friend

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    I from Barcelona I know nothing. But I've read this thread with a horrified fascination thinking there but for fortune.

    My observation is that successful enterprises of all kinds are in the business of change--- adapting to it, stimulating it, embracing it. That needs to happen within a stable working environment. So the fewer internal obstacles to progressive development the better. Once internal relationships become ossified and converted into rulebooks or, even worse, legal relationships, delivering on the mission rapidly becomes difficult.

    The issue of 200 miles away --roughly where I am-- is all about blend. Of course you need people who know the business, know what was tried twenty years ago, know the reason why this is like that. That's the value of company workers. But then you also need the right sort of people who know about market opportunities, how the rest of the world is moving etc. A mix is good. I was struck by the TV programme about the NYMR where they had brought someone in on the marketing side. She obviously knew diddly squat about the business on day one but so what, she had ideas.

    My take is that there are very often problems where the voluntary sector abuts on to the commercial sector. I'm thinking about care homes but that's just one example which comes to mind. Sometimes change causes grief. But I'm left wondering whether the legacy structures are helping or getting in the way.
     
  6. Bean-counter

    Bean-counter Part of the furniture

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    Certainly not going to shoot you down @snappertim, just try analysing the problem and seeing if a way forward presents itself - all while trying not to mention 'Depreciation'!

    I believe the Ex-6 stated that they had been told they couldn't just buy more shares each time the WSRplc needed helping out by the Charity Commissioners. I suspect this is basically correct - a charity needs to be able to show how each of its activities either directly deliver or support delivering its charitable aims, or is part of a fund raising activity.

    Sale of a trading subsidiarity or its activities is rather different. These are part of the 'fund raising activity' - i.e. being undertaken to produce funds to support the charitable aims. Hence, they could be sold to produce funds, albeit a final, one off set of funds. Any sale must be at not less than Market Value value and be undertaken in order to raise funds and/or further the charitable aims. Certainly, a sale should not be contrary to those aims.

    Can they be paid for in shares is then the question?

    The answer is probably 'it depends'! If the shares were in a dividend paying Company with a history of paying good dividends, then one type of 'raising funds' has been swapped for another and this could be justified. Risk of loss of investment (shares can end up worthless) must be considered.

    If the Company doesn't pay dividends, then the question how does holding the shares benefit the charity, by means of fund raising or furthering its charitable aims. This is where the Charity Commissioners may well advise that purchasing small numbers of shares doesn't appear to do this. However, a more substantial shareholding could be different and a 51% holding would enable the holder to pass Ordinary Resolutions and block Special ones, thus effectively preventing dilution by the issue of other shares. The only question remaining is whether the businesses run by the WSRA could be seen to have sufficient value to the WSRplc for them to issue that many shares! (There are other structures, such as issuing a new class of shares with special voting rights).

    All of this appears hypothetical as there appears to be the underlying problem I have mentioned many times and which has only been agreed with here - that the WSRplc sees itself as 'totally in charge' of the West Somerset Railway and wouldn't want any other part of the 'family' having a say over the direction and strategy of the lines - the 'leg' saying it doesn't want to take any notice of what the 'hand' is feeling! This means that the Membership/Fund Raising organisation can only ever do as bid by the commercial arm, which makes it very difficult for a Charity (yet being a Charity opens many fund-raising doors) and little encouragement for supporters to be members.

    It would be very nice to be able to convinced this isn't so!

    Steven
     
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  7. Snifter

    Snifter Well-Known Member

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    Another observation is that the trouble starts when boards ignore the fact that they are accountable to their stakeholders. Does anyone know who is steering the ship ? I suspect that without a name at the top, we may be in breach of a number of obligations, both as a plc and as a railway operator. No doubt, the leader(s) of the revolution have thought all this through. If not, then he / they are personally liable for any consequences.

    We may be in for some interesting times.
     
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  8. Jamessquared

    Jamessquared Nat Pres stalwart

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    @Bean-counter has essentially answered with what my view would be: that a swap of trading activities for shares might be possible, assuming those shares further the charitable aims of the WSRA, which would be the case if by doing so the holding allowed de facto control of the PLC’s (and by inference, the railway’s) strategic direction.

    You could probably consider that the current shareholding of 9-10% is in fact neither one thing nor the other: not enough to give control, but not an investment portfolio either.

    That for me is a key point: if the WSRA is seen just as a funding tap to be turned on and off at the whim of the plc, what incentive is there for anyone to join? Yet everywhere else, members are the lifeblood of railways. Which is why I see a dual, linked problem: long term the plc can’t survive without the support of a dynamic membership, but there is little incentive to be part of that membership all the time the plc thinks that it alone controls the railway’s strategy. Somewhere the railway seems to have lost sight of why it even has a membership body.

    Tom
     
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  9. Forestpines

    Forestpines Well-Known Member

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    Are there many other railways where a volunteer does not have to be a member of the supporting membership organisation? The only one that springs to mind immediately is the FfR/WHR.
     
  10. Bean-counter

    Bean-counter Part of the furniture

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    Dare I say you continue to miss the point!

    The Membership clearly are a major source of volunteers (whether you have to be a member to volunteer or not), but they are also a source of funding and wider support. If somebody enjoys a ride on the West Somerset Railway and wants to become part of it, they either have to find whatever the minimum share subscription is, go through the hassle of buying shares and then have made, without further totally optional decisions to buy more shares, their only contribution to the WSRplc, or they become members of the WSRA, which actually doesn't mean they are part of the organisation that considers itself to be the West Somerset Railway at all.

    What is also true is that neither the volunteer (who haven't 'joined' anything in one sense) nor the member (who are part of the WSRA) have any say over the direction the Railway is going, any influence over that or indeed any right to be heard. While anyone understanding this before becoming a volunteer or member then obviously becomes one in that full knowledge, again, it doesn't exactly act as an encouragement, especially when that status is available elsewhere.

    The fact that the WSRplc Board have only undertaken to hold a shareholders meeting 'at some point after the end of the season' (but not actually promised to do so) shows the status of the volunteers on all this - i.e. it appear none!

    Steven
     
  11. flying scotsman123

    flying scotsman123 Resident of Nat Pres

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    The GWSR plc and trust have their AGMs at the same time at the same place, hence every year all shareholders, and members working (which by default captures all volunteers) and armchair are invited to scrutinize "the management" which by and large tends to be the Plc directors but also includes the trust directors too.
     
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  12. Maunsell907

    Maunsell907 Member

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    Jeff, thanks. I managed to catch up with 'Eric'. He was a little disappointed as he presumed
    your posting referred to a conversation he had with an accountant at 08.45 in the morning
    This was from a carriage window of a still locked train on the opposite side of the carriage
    from the platform. There were no passengers around although a close relative of yours was
    present, indeed it was he who had engaged 'Eric' in conversation initially.

    'Eric', tends to agree with me that the key issue on both the WSR Plc and the WSRA is
    currently cash ( in the case of the Plc, a shortage thereof, in the case of the WSRA being
    consumed ).

    I am surprised at your posting, not least as I remember sometimes past posting
    "Cash is King" and you enthusiastically endorsing it. You were then running your
    splendid miniature Railway equipment businesses and no doubt watching your
    cash like a proverbial Hawk.

    I opined to 'Eric' that when in the US I had always found a "Source and
    application of funds Statement" easy to read, (even for a chemical engineer)
    informative and IMHO an excellent tool for both management and
    Shareholders/Members.

    (Before anybody jumps on me I know that since 1989 it went under a different heading
    eg "Consolidated statement of cash flows".)

    We agreed that the closure of this site was welcome, we regarded it's renewal with
    mixed emotions.

    We agreed that there was perhaps too much advice from 200 miles away and perhaps
    too little from 20 miles away. :)

    Michael Rowe
     
    Last edited: Sep 6, 2018
  13. Greenway

    Greenway Part of the furniture

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    Thereby hangs the tale. Maybe there are too many 'Eric's' with dismissive comments on many of the platforms on the WSR, other than Minehead, which feed back to the PLC and Association which, if true, cannot be helpful to them.
    Over the many WSR threads, on NP, a common factor seems to be the disenchantment, with particular decisions by the PLC and Association, which are promulgated on NP by a notable few.
     
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  14. Snifter

    Snifter Well-Known Member

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    As for the question of 200 miles, I am reminded of Robert Burns and it is still several hours before a wee dram is called for ..... "O wad some Power the giftie gie us, to see oursels as ithers see us !"
     
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  15. Sawdust

    Sawdust Member

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    I don't care how far away advice comes from. But from now on I'm not going to listen to any from Somerset.

    Sawdust.
     
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  16. JayDee

    JayDee Member

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    Advice is advice. When you start to refuse to even listen to suggestions (from someone who seems to understand what the numbers on the accountancy sheet means no less!) it rather gives off the vibe of a dying organisation.

    I could point to two such places near me who decided that path and they're both hugely squandered opportunities.
     
  17. 21B

    21B Part of the furniture

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    Eric and you may agree and may be right that cash is a short supply, but it is not the cause of the issue but an outcome of it. You have too little cash because the organisation hasn't managed its risks and opportunities well enough. No one could manage the current situation really effectively.
     
  18. 21B

    21B Part of the furniture

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    Spot on. Here lies some of the root cause....now WSR Ltd would argue with some justification that WSRA wasnt a fit organisation to participate in being in charge for some time, so it isnt perhaps entirely their fault they think this way.

    What strikes me as so different to any other heritage railway is the degree to which WSR plc and WSRA have evolved to directly compete with each other in so many areas. Whether this can or should be addressed by share transfers and the like I am not sure, but it certainly could be dealt with progressively by working together to have a joint vision of how they unwind this situation.
     
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  19. Jeff Price

    Jeff Price Member

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    Mike

    I am relieved to hear that you and "Eric" are agreed on most things,
    However 2 points of correction,
    1, the accountant you speak of is no longer practicing, having been retired for some while but not as long as yourself of course.
    2, The close relative of mine was not that close as it is at least 184 miles via M4 and M5 from Hemel Hempstead to Minehead loco and quite a long way even for a crow!

    However at least I am within the 200 mile radius "what do they know" zone.

    Keep up the good work.

    Jeff Price
     
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  20. aldfort

    aldfort Well-Known Member

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