S&D Railway Trust

Difficult to raise a Bessarabian kopek following this debacle I would suspect.

 

The ‘only game in town’ argument is one of those canards that it trotted out to defend the indefensible. There are plenty of alternatives but to adopt them would mean that those involved in the WSR would have to admit that they had made mistakes. It is clear that with egos as big as the county, no one is going to admit to being wrong about the decision to bring Jones Pratt onto the board.

I think there is one fateful assumption that is being made - that is that the WRSA and the WSSRT do not support the approach of the board. You can draw your own conclusions about why actors within those organisations and the WSR might choose to do so.

It is all well and good working out percentages to oppose the board, or any hostile move, but no one seems to consider the possibility of those organisations voting with the board.

I do find the outrage about personal attacks highly ironic given how quick those self same people are to make personal attacks on those who disagree with them. There might not be an abundance of money but there is plenty of hypocrisy.

 

Maybe has then....

 

Similarly, just because the author takes half a page to say very little, do not be fooled into believing that they are correct.

 

Michael
Am I missing something?

As I understand it, the Plc board consists of up to 15 directors/trustees, of which only 3 (or 4) seats are currently occupied.
Suppose 3 or 4 or more suitable candidates are available, they could be nominated for election at the next AGM &, given that there is no competition, would be elected to the board. They could then out-vote the existing 3 if needed. I don't see that the current board has any power to prevent this.

or am I missing something?

 

Different French kings

 

Michael, I'm quite capable of deciding who I believe and on what matter thank you. @Andy Norman has been "on the money" enough times for me to take his thoughts seriously.

As for the current board being the "only game in town", firstly, that simply cannot excuse some pretty inexcusable actions. I refer for example to withdrawing of HR policies to remove "troublesome" members, an eviction of questionable legality accompanied by thoroughly unprofessional briefings, telling the former WSRA chairman to "F*** off", and approaching the council at least twice to buy the freehold of the line without discussing it at all with any other stakeholders on the railway.
I don't care if Mr Jones-Pratt was the only person left in the world, the above is still *unacceptable*. And if he thinks he can get away with it because he is the "only show in town" that is just as unacceptable. How can anyone think any of the above is made "ok" even if he did save the railway from financial oblivion I simply don't understand. Even if you think removing him would create more problems than it was worth, that doesn't mean you have to sit by and watch those actions take place without saying anything.
And secondly, I seem to recall the WSR have been through lots of directors recently, many of whom are still on the railway. Some of whom were forced out of their positions, others simply unable to join the "closed shop" of the board in the first place. I refuse to believe the WSR has no one else capable of being a board member such that it has to make do with a pitiful 4(3?).
There's not much I can say about the MBO that @Jamessquared hasn't said, but it doesn't tend to help your attempt to suggest I should believe you over and above Andy.

 

Has it not been stated that the Dear Leader insists on the director successfully completing a 3 month "probation" before being confirmed in post ? I guess that if there were any disagreement on the probation period being successful then there is always an HR process to fall back on. Wait a minute...…… oops !

 

Yes for a successful MBO, but in the real world, all it needs are some of the current management with the desire and the wherewithal to buy the business. Whether they would be then any good at running it subsequently is neither here nor there. There are plenty of people who think they would be good at things they have not tried.

You seem to be ignoring the fact that there are more shares yet to be issued, a point raised earlier, in this or the other thread. Currently, interest rates are so low as to be almost non-existent, therefore the cost of borrowing to fund such a share purchase is likely to be quite small, especially if the money can be repaid once the company has been acquired. This also applies to the potential purchase of the freehold.

You appear to be discounting the alternative that Andy Norman was accurately reporting the words of some people who themselves were either lying or deluded.

There is a third option, which you appear to be studiously ignoring, that the current Plc Chair is persuaded to change his mind about certain things and to stop running the WSR as his personal fiefdom. Whilst it may be a bad idea to change horses in mid stream, it is not if the horse that you are on has got the bit between its teeth and is swimming downstream towards the rapids.

I do hope that your remark about the Chairman assuming the "reigns" is a spelling error and not a Freudian slip prompted by my reference to Loius XIV.

 

If you are not confirmed in post until the end of your probation period, would you be covered by HR policies anyway (assuming that such things existed)?

 

Given that your reference began with 'F' and ended in 'ing', probably quite apposite

 

That point about a 3 month probation makes no sense to me.

As far as I can see, a board can co-opt another director at any point during the year, but they would have to be formally voted onto the board at the earliest opportunity, i.e. the next AGM. At which point, with about 18% of the vote between them and everyone else having penny numbers, the two main charities could easily vote down anyone they didn't see fit (or indeed, nominate their own candidates).

Am I missing something?

Tom

 

What is the meaning of the 2 triangles shaped signal at Washford that’s 2 triangles that are outlines pointing towards each other. What is the meaning of this?

 

Has the WSR really been saved by the PLC Chair? The line (apart from the trackbed) seems to be owned by a bank and it has been said that the monies raised from the appeal are being used maintain day to day running. If the Washford site becomes vacant I doubt the PLC will have the wherewithal to develop it, so possibly there is another tenant waiting to move in? I who that might be?

 

Pete Waterman’s engines are gwr but on the wrong railway that’s not gwr so he might be interested

 

While it may be a good idea for any new Director to 'stand back' and get a feel for the business they are still Directors. There are no such positions as "Director under training" or "Probationary Director". They have either been appointed by the shareholders or not. If they have been appointed then they immediately assume all the legal responsibilities, rights and privileges (such as voting at Board meetings) as any other Director.

This 'Probationary period' might be applied to new Directors co-opted onto the Board where the Board feel they need to be able to remove the co-opted member if things don't work out. But , in that case, if they were unsure why appoint that person at all?

Where a new Director has been appointed by the shareholders the existing Board cannot refuse that appointment, nor can they remove that Director.

As an aside, does anyone know what the Plc's AoA say about the minimum number of Directors and how many are needed to make a quorum at any Board meeting?

 

Surely it, with control of the agenda, gives JJP effective control of who can get onto the board as only candidates who’ve “passed” probation would be put up for election.

If I remember right, the requirement to have some members of a board, combined with similar control of applications, was one of the levers used by the ex6.


Sent from my iPhone using Tapatalk

 

Not sure what signal you are refering to, but at a guess, Calling-on Signal.
Try http://www.railsigns.uk/ or more specifically http://www.railsigns.uk/sect4page1/sect4page1.html

 

I think possibly the backing signal in the yard? Not operational as such, just a museum piece for demonstration, possibly unique to the S&D. @RailWest hopefully can explain?

 

Paragraph 88 of the WSR Plc Articles defines the board make-up: https://beta.companieshouse.gov.uk/company/01010188/filing-history?page=4
Max = 15, quorum = 3.

A 'probationary' period is pointless; if a co-opted director does not work out, he simply wouldn't be nominated for confirmation by the shareholders at the next AGM.

There's no NO vote on board-member election ballots. You either vote FOR a candidate or you don't vote for that one. EDIT - correction - there are YES NO & Abstain boxes on the proxy form, so the following sentence may not be correct.
So in theory, if 11 candidates could be found, the Plc board could be built up to 15 & there's nothing the current board or chairman could do about it except to find 11 or more of their own mind-set. However, the Plc shareholder email records are not available to anyone but the Plc, so getting the word out to voters who to vote for in that situation would be difficult.