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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. Greenway

    Greenway Part of the furniture

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    Given that the post by Roger mentioned some very large six figure numbers relevant to the SVR and compared hundreds relating to the WSR I think this shortfall should be addressed. From previous posts it might appear that the small sums is all the Association can spare as funds are, apparently, needed for legal expenses.
     
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  2. Bean-counter

    Bean-counter Resident of Nat Pres

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    I am afraid as I read your Michael, it is you seem to have lost objectivity - your views on certain of the people named above have been very obvious over a long period.

    This alleged 'deal' appears to be at best ineffective, which must make one wonder as to the extent of its actual existence! You also either have inside information as to what Ian Coleby knew or didn't know of the WSRA motion, or are making assumptions of this.

    By a majority (and we do know the result of the votes on the motion quoted by @granmaree because the WSRA statement includes the summary, I seem to recall), the WSRA Board approved that motion. We have not be told of any similar motion being placed before the WSRplc Board but we do know it issued, under the name of its now ex-Chairman, a statement of support for the 2 Directors in question. As at least one (and it is claimed in some quarters and denied in others, both) were originally put forward for co-option to the WSRplc by the WSRA Board - at the invitation of the WSRplc Board - to 'represent' the WSRA on the WSRplc Board, then I suspect it seemed rather natural to the WSRA that this could no longer be the case as their removal as WSRA Trustees removed the reason for their presence on the WSRplc Board.

    In effect, I would submit that the WSRplc Board have decided to keep both Directors on the Board 'in their own right' and not as WSRA Representatives - have the WSRplc Board also withdrawn the invitation for a WSRA representative to sit on the Board or do they await nomination of a replacement? It would seem natural that the WSRA Board may have been concerned that they had lost their representation on the WSRplc Board if the 2 ex-Trustees remained at WSRplc Directors without a new WSRA Rep being sort.

    And yes, my 25 years experience on both a Charity Board and most of that time its Trading plc subsidiary tells me that there are at least theoretical issues about any Director serving on any Board as a 'Representative' of another organisation due to the duties all Directors owe to the Company they are Directors of.

    I would further add that this experience has also taught me, sometimes the hard way, that whatever the strict legal position about information for Board Meetings, when the 'plc' in question relies on its Stakeholders, particularly 1,000 working volunteers, it needs to be considerably more open about its dealings than a Stock Market company (which is, of course, subject to the Stock Market rules that you have already confused as being applicable to unlisted plcs). Hence, yes, I would expect WSRplc Board to answer at least some of the questions posed by myself and others (my questions often being a summary of questions asked in other posts as well as some of my own), not necessarily or even correctly to me, but to its volunteer workforce. You will have seen some of the comments from this important body of people when Ian was removed. The Board may have a strict legal right to silence but I question the wisdom of their silence and indeed 'who benefits' from it.

    You also list a long sequence of co-options between AGMs (the list of appointments and resignations on Companies House is about 2 pages for just the last couple of years!), and, claim that a plc always elects its Directors at its AGM. This is indeed the theory, but, without checking, I am sure there must have been at least some of the list of co-options and resignations who didn't last long enough to ever go before the Membership at an AGM and I believe at least a couple of the current (small) Board, having been co-opted (at least this time) since the 2018 AGM and hence are currently in that position. I suspect a shareholder of any plc would be concerned at the extent to which their interests were being looked after by Directors they had never had chance to formally elect (even ignoring any lack of contested elections).

    Finally, it is difficult not to see a the possibility of the existence of some form of 'deal' in the desire to co-opt an extra WSRplc Director and a month later the removal of the WSRplc Chairman. Every co-option or resignation potentially changes the outcome of any vote, and we know from your own posts that Ian Coleby was 'in the firing line' for not accepting proposals placed by a once former but now again serving Director.

    Steven
     
  3. Maunsell907

    Maunsell907 Well-Known Member

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    AFAIK Mr Courtney was never a WSRA sponsored Director. He was elected overwhelmingly as a Trustee this year.
    (I am basing this on my observation of the show of hands from the floor at the WSRA AGM. I think it was actually unanimous) I do not know whether there were proxies or 'postal votes' either abstaining or voting against, as the Chair
    in reply to a question from the floor declined to count said votes.

    Mr Greenway was AFAIK recommended by the WSRA as a director. The Plc accepted the proposal. He was
    later placed before the PLC AGM and voted as a director by a unanimous show of hands.

    The Plc does not (and would not I am sure ) accept a recommendation from the WSRA without deciding
    if said recommendation seemed appropriate. Mr Greenway has assumed a vital role (IMHO) ie
    increasing our volunteer intake. In the short period he has undertakenthis role he has received
    considerable praise for his efforts ( including at the Plc AGM.) He is I assume a valued member of the team.

    The Plc would have every right to have declined Mr Greenway's proposed co-option to the Board .
    Similarly to have lost him from the Plc Board because of the actions of Ms White and Messrs Coleby
    and Whitehouse would I suggest have been counter productive.

    You are correct, their reprehensible plot failed. Messrs Courtney and Greenway declined to resign
    from the PLC Board in return for a 'nice letter'.

    Here I show my bias. I hope they both stay on the PLC Board. The WSR needs their talents. Decades
    of involvement with the WSR, enthusiasm, hard workers, not driven by inflated egos and a myriad
    of experience outwith the PLC. However I could well understand with all this nastiness, not just
    the 'plot' but some of the posts on here if they were to decide there are better ways of spending their
    time. For the sake of the WSR I do hope not.

    Michael Rowe
     
    Last edited: Aug 30, 2018
  4. Triumph 2500S

    Triumph 2500S Member

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    That smacks of interference by the WSRA in the affairs of the plc and if Ian Coleby was in any way complicit that would explain, if an explanation were needed, why he was removed as Chairman of the plc. Suffice to say he was NOT removed or invited to resign as a Director

    So why all the fuss or is it just Round 1 as part of a bigger Agenda?

    I wonder how the plc will react to such interference in its affairs?

    Surely any pretence that the WSRA is a Support Organization to the plc is no longer valid!

    discuss please
     
  5. Triumph 2500S

    Triumph 2500S Member

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    For my part as an early member of the WSRA I would Welcome Any News as to how the considerable income to the WSRA is spent as there is precious little evidence of anything proportionate being reinvested in the WSR
     
    Last edited: Aug 31, 2018
  6. nine elms fan

    nine elms fan Member

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    It seems to me that as long as the WSRA has a say or presence at the WSR there is going to be problems of one sort or another, and it wont stop until the WSRA are actually running the Railway, just my opinion.
     
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  7. huochemi

    huochemi Member Friend

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    I think there are a number of observations one could make about the WSRA's current performance, but they seem to be more of an implementation nature rather than structural. While the structural issues remain, it is difficult to see how to break out of the current cycle. Even if they are elected on a ticket of "Why can't we all be friends?" it seems that WSRA directors are still susceptible to the disease of "plc envy".

    The whole concept of "representative" directors is quite peculiar read in conjunction with s 170-177 of the Companies Act 2006. S 172 in particular seems to be politically motivated, and makes even the most innocuous decision fraught. One suspects that the DPP or whoever are aware of this detachment from reality and are not over keen on this area, as one does not hear about prosecutions under these headings even in the most egregious and high profile cases (e.g. voting a dividend while the pension fund had no realistic funding plan). The reality, which no doubt the judiciary is aware of, is that probably the majority of directors are appointed on the votes of parties who have a direct conflict of interest, either because the company is a subsidiary of another, or it is owned by the directors (and the enthusiasm for workers representatives in some quarters also suggests that this conflict is not really an issue). It seems to me though, as I think you are saying, that the concept of being a "representative" does not sit well with s172 duties, and it would be better simply to have one of the portfolios entitled "point of liaison" - something which is not personal, but is allocated as with other portfolios (one assumes) according to relevant skills. It also gets round the potential problem of not being able to get "your man" on the board.
     
  8. Triumph 2500S

    Triumph 2500S Member

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    I would be very doubtful that the plc would welcome a WSRA Representative in their number presently
     
  9. Bean-counter

    Bean-counter Resident of Nat Pres

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    My understanding was that the WSRA is intended as a membership organisation supporting the West Somerset Railway - something supporters can be part of and contribute to. Hence, I suppose the question is whether the West Somerset Railway is the WSRplc and WSRplc alone or a 'family' of organisations, working together to deliver a top class preserved railway. I suspect anyone's answer to that colours their views of what constitutes 'interference'.

    It also probably leads to the question as to whether a 'support' organisation means doing exactly, and only, as told by the WSRplc or acting in financial and practical support of the West Somerset Railway, in partnership with the WSRplc. I seem to recall that it was alleged by the Ex-6 and their supporters that the only aspect of the WSRA that the WSRplc was interested in was itd bank balance. Hence, the WSRA becoming a charity was a major problem! One can't help but feel a number of posters here and perhaps senior people with WSRplc at times appear to give grounds for that allegation!

    The point us 'outsiders' are trying to make is that it shouldn't need to be like this. With an overall plan formulated and agreed by all parts of the West Somerset Railway family and then allocated amongst them for acting, leading to sound commercial business plans and a heritage plan and then fund-raising (in its widest form) could and should use the enthusiasm for (and indeed love of) the West Somerset Railway amongst the membership, shareholders and above all volunteers to enable the line to move forward in leaps and bounds.

    If the WSRplc Board could point to their recent stewardship of the Company andthe current position of its assets, finances and operations and say 'look, everything is pretty good - we don't need help- go away' then that might still be seen as unwise and 'missing a trick' but would be fair enough. The question then is, given all that has been said here and in the departure statements by the last two WSRplc Chairmen in the last year, is that the position the WSRplc finds itself in?

    Steven
     
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  10. jnc

    jnc Member

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    So much for 'One Railway', I guess.

    Noel
     
    Last edited: Aug 30, 2018
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  11. Bean-counter

    Bean-counter Resident of Nat Pres

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    Yes, the theoretical 'conflict of interest' comes under effectively S.172 - always looking to promote sucess of that Company. This seems more theoretical than actually for a wholly owned subsidiary, but the Charity Commissioners have extensive guidance for Charity Trustees in that position, which does seem excessive in its caution. Undoubtedly, the potential for conflict of interest is far greater with a non-controlled Company and a supporting Charity. I applaud the 'One Railway' concept and hence the sentiment behind the invitation for a WSRA Rep in WSRplc Board but fear it was always going to be fraught with potential practical difficulties.

    The other aspect of being a Charity is that it heightens and enshrines with legal support (but doesn't create) the need to ensure that the Charity's fund are wisely used in support of the Commercial plc. Not sure whether that is 'plc envy' (not sure, if Ian and Alan's statements are correct there is anything to envy just at the moment!) but it does mean that the WSRA Board need to be able to account to their members (as would be the case whether a Charity or not) and the Charity Commissioners that their money is being spent wisely, and any 'support' for the WSRplc would need to pass the same tests.

    As I say, not sure that this is practically different since the WSRA became a Charity and having a Charity in the family has considerable potential advantages but it seems to me that the whole family can't agree on how it works together to exploits these to the detriment of all concerned and the West Somerset Railway itself!

    Steven
     
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  12. Roger Thompson

    Roger Thompson Well-Known Member

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    This is the first time I have seen the resolution in full, I must have missed the previous posting. My impression is that it is a sledgehammer to crack a nut, particularly item 5. After all, the two people it sanctions were, only two years ago, fully involved in rescuing the WSRA from the clutches of the X6+1, indeed Frank was the lead in that effort. Rodney has only been appointed as a PLC director a few months ago, at the request of the WSRA, and yet this resolution now seeks to get him removed from that post.
    It would seem that the two of them were technically in breach of proper charity procedure, and certainly discourteous to their fellow trustees by not mentioning their proposed action to them before the event, but I would submit that this undoubtedly happens in other charities all the time. Surely this could have been resolved by discussion without the need for all this legalistic nonsense? I would have thought it would have been in the interests of the WSRA to have two of their trustees on the PLC board rather than one?

    Sadly, I come back to my gut feeling that, once again, personal agendas and egos have come to the fore.

    At the moment there is no sign of the action approved in item 5 being progressed, and I would suggest that the WSRA trustees need to think very carefully before they do so, because in my view calling such a meeting would put matters back to square one, where they were three years ago. Lets see some sensible proposals for resolving the financial situation, agreed by all parties, and, very shortly after that, some proposals from the WSRA trustees to turn the organisation into one which raises substantial funds in support of WSR projects, not just the purchase of the odd band saw or two. If supporter organisations on other railways can manage this, why not the WSRA?

    Sent from my Lenovo TAB 2 A10-70F using Tapatalk
     
  13. 35B

    35B Part of the furniture

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    I agree, a sledgehammer to crack a nut. But the question remains, and has not been answered, as to how it was that two trustees were so discourteous to their colleagues as to seek the co option of one as a director, and to give the impression that this was on behalf of or with the blessing of the Association.

    There has been much organisational discussion on this thread, and also some very interesting discussion around the possible financial issues involved.

    However, I still see little sign of how the underlying relationship issues can be resolved while key protagonists are involved in any serious capacity on the WSR. Ultimately, it appears that the differences between them are personal, irreconcilable, and that as a result they cannot work together.

    That requires mediation, from the likes of Relate.


    Sent from my iPad using Tapatalk
     
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  14. Snifter

    Snifter Part of the furniture

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    Roger,

    As described in released statements, they were both invited to explain their actions and chose not to offer any explanation. Forgive me if that is incorrect but if my recollection is accurate, you then have to ask why ?

    An answer to my question to Mr Maunsell in post #541 would be a start. The GWR always ran with a larger vacuum so the silence can be said to be compliant from a heritage perspective.
     
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  15. michaelh

    michaelh Well-Known Member

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    The silly comments have started again - and the posters can't even spell.
     
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  16. nine elms fan

    nine elms fan Member

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    No matter which way you look at it the WSRA just does not paint a pretty picture of itself at the moment, and with the people at the helm running it so to speak I cant see it getting any better. Again just my opinion.
     
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  17. Jeff Price

    Jeff Price Well-Known Member

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    I would like to provide another view of the rather elegant motion that the WSRA have passed at their recent board meeting.

    It has in effect saved the WSR from any take over by others who might then chose to exploit the WSR for their own ends, Minehead station buildings could be leases off to another company to become a retail outlet and visitor experience center that would not be funding the WSR, you could see a similar arrangement at Bishops Lydread, WSRA shop out, new non railway company in, there will be other commercial potential along the WSR -Dunster - Watchet spring to mind.
    The workshop at Williton is handy for all sorts of things so has rental potential.

    All of this could be only 1 co-option away from happening, 1 co-option then leading to a couple more and hey Presto the soul of the WSR has been stolen!

    This is all possible, the WSRplc now have the ability to let 50 year sub leases.

    You may of course think (or wish) the scenario above could never happen, well I would hate to be proved right.

    Meanwhile the WSRA have to consider that they not only have to work with their charitable objectives going forwards, they are also the guardians of the efforts of those who have gone before and have entrusted the future of their past efforts to the WSRA

    The same can be said of the WSSRT, they are also guardians of the past like the WSRA

    Both organisations are large shareholders in the PLC so it should be no surprise that they wish to ensure that any change is a collaborative change that preserves the WSR for the future.

    So the WSRA have created a catch all, blocking move that is able to act as a backstop for the future of WSR

    It can be dressed up in all sorts of ways however the bottom line is that the WSRplc is the operator of the WSR, it is not the owners.

    Thus the board is answerable to the shareholders not themselves

    The shareholder are the owners and we must not forget the other stakeholders, volunteers, the local authorities and grant giving bodies who all have a view on what is good governance (and therefore worth supporting) rather than activity that less than open and transparent which many may not feel so comfortable to support.

    There is plenty of help available to the WSRplc board, they just need to be prepared to take it.

    The apparent lack of engagement of the PLC board with its principal shareholders is worrying and should ring alarm bells

    Jeff Price
     
    Last edited: Aug 30, 2018
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  18. richards

    richards Well-Known Member

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    When you look at this as an outsider, the whole thing seems very silly. It makes political parties look amicable.
     
  19. Jamessquared

    Jamessquared Nat Pres stalwart

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    I can't comment on the likelihood or otherwise of the scenarios that Jeff outlines, but surely it is sign of just how dysfunctional the governance of the whole railway has become that they could even be considered as serious possibilities - and, pace @35B, how poisonous the personal relationships appear to have become that the issues require move and counter move at board level rather than over a shared meal between the chairmen at a local hostelry.

    There appears to be a degree of insularity within the WSR - a "not invented here" syndrome - but open your eyes: by and large other railways just aren't like this.

    Tom
     
  20. Matt78

    Matt78 Well-Known Member

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    To be honest it doesn’t really matter who is right or wrong when it comes to “gaining control” of the Plc or “protecting the Association. The fact is that something fundamental needs to change in terms of raising hard cash.

    Both the Plc and the Association need to have a good long look at what can be done. The WSR is a fantastic line but it is something of a mystery why for example grant aid is not being attracted. There is the Costal Communities Fund (Big Lottery Fund) programme. One would have thought that this would be right up the WSR street. It has certainly benefitted other coastal lines such as Swanage and Vale of Rheidol.

    From the Association point of view it really should be a vehicle for generating serious gift aid donations and legacies. It appears some have been generated in the past but have sunk into the complicated hole left by the trading subsidiary and a reluctance by former trustees to spend on the wider WSR community.

    A very sensible suggestion was made earlier along the lines of the WSRA owning working engines to be leased to the Plc. This would be a great move towards a better structure. Imagine a world where the Assoction owns the locos on the railway, leases them to the Plc and a rolling fund is then generated to restore the next engine and the next one etc. The Plc funds spent on hire remains in the railway “family” and protects the family “silver”.

    How can this be achieved? Some hard decisions maybe, will the second Manor ever get restored as things stand, will the QB make a reasonable profit? Should the objectives of the association be simplified?

    Regards

    Matt
     
    Last edited: Aug 30, 2018
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