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

Why do we always have to be so negative?

A. Not necessarily the case, but in business you have to spend money to make money! Perhaps if payment were Absolutely necessarily it could be funded by replacement of one of those highly paid managers?

B. I don't think the right person would necessarily want remuneration or be frightened to deal with the crap - in order to achieve this he or she may well be less accessible than previous Chairmen

C. Clever businessmen know the right people or know how to achieve their services so I believe that this could be achieved whilst respecting those who make a genuine contribution in their voluntary services. The essence of success is playing to your strengths and ignoring the distractions which unless they change tack would include the WSRA

But as I have said we need to give the Directors Space to do the business and enable them through collective Responsibility the opportunity to show us the way. Interference by injecting others at this time could result in a mass resignation as we must remember as I understand it they with one exception do it free gratis and are as much volunteers as the rest of you.

The only question I raise is how long do we give them before it is reasonable for us to meet them at a General Meeting of the Shareholders?

and Please Remember collectively the Directors of the plc are Responsible for the way in which the Railway is run and its future determined No one else.

 

If it is such a split camp as you describe it Jeff why is Ian Still a Director?

Dissent in the Board would have secured his removal, wouldn't it?

Having said that if there are leaks attributed to him then things could change

As I have said already we need to give them time to agree a way forward and then communicate it to we shareholders

 

I can't find the Plc Articles, but generally speaking Directors/Trustees can only be removed by a vote of the Membership.
Co-opted Trustees are usually confirmed by the Membership at the next GM.
I can't see that Ian's position on the board is affected by all this nonsense, he's just not the board's choice for Chairman. The board will have to choose someone.
Just my opinion.

If anyone has a link to, or can send me, the Plc Articles (or whatever they are named), I'd appreciate it.

 

"I can't see that Ian's position on the board is affected by all this nonsense, he's just not the board's choice for Chairman. The board will have to choose someone."

I entirely agree but there are ways and means of removing people who are perceived to be out of step with the rest of the board should that situation arise, but knowing Ian he will take steps to ensure that he is in concert with his fellow board members

 

I'm not sure how.......

Board decisions do not have to be unanimous. In my view, the Chairman's casting vote in the event of a tie is the only 'power' he has & he can only really use it to vote FOR a resolution, otherwise the resolution fails anyway due to a lack of a majority.
Certainly he can steer discussions in a particular direction, as can any other Trustee.

 

Meaning ? That can be read as reassuring or extremely worrying .....

 

I will make this offer again to WSRA members as concern has bee expressed about the Charities support for the railway.
If you have a concern or want to understand in more detail why it's taken us two years plus to get back to a point where we can start to seriously support anything then please do write to me at the WSRA or e-mail me via my WSRA address. I firmly believe members have a right to have these questions answered honestly. I am not however going to fan the flames by posting on a public forum.

I'll make one comment which is that many posting here clearly don't understand how the WSRA came into being, what its original purpose was or how it grew into the organisation it is today. Or indeed what it has contributed over the years to the development of the railway. I might well say the same about the plc. There is a reason why the WSR is not a Charity owned railway that is bound up in its history.

If I were to make one further comment it is to say the railway (like all heritage railways) needs help in all areas. Nobody is too old or lives too far away. We have folks who come from all over the UK. Assuming that those who post here do so out of love for the railway then I'll say - come and help if you don't already. Book keepers to Bee keepers there is a role for everybody.

 

After following this and the previous thread and the one before that, I do get the impression that the problem with the WSR, why it has so many fights, disagreements and other ructions is that it is one railway line, but two railway companies, the WSR Plc and the WSRA. Both have management, shareholders/members, employees, volunteers, locomotives, rolling stock, track, land, buildings, shops, permanent way gangs, workshops and probably quite a few other things I can't call to mind right now. Each has its own finances and its own concerns. There is little or no overlap. Against the six figure sums contributed by the SVRCT to the SVR, the best anyone can come up with for the WSRA is the purchase of a mitre saw. The WSR is like the town in "A Fistful of Dollars", the town with two bosses. Is it surprising that we end up with a similar body count? Perhaps we should ask Clint Eastwood to come and sort things out.

The WSRA is no longer a support organisation, it has become a parallel organisation to the Plc. As far as I can see, unless this changes, this sort of thing will continue until either the WSRA or the Plc goes bust and is wound up.

 

Thanks Jeff!

 

The problem the The WSR is The WSR. Think about it.

 

Unsustainable business considerations aside, railways don't kill railways - people kill railways.

Or something...

 

Awful wording here. Have to ask the question "At whose instigation?"
The section starts "The WSRA Chairman..." etc. so is saying that it refers only to anyone put up for co-option onto to the Plc Board by the WSRA? Or is saying the Plc can user the Associations vote to remove anyone the Plc has itself co-opted?

There is no time limit or restrictions stated (or even anything like "Until such time as this authority is rescinded by the WSRA Chairman or...") so what happens in the future if the Plc use the WSRA shareholding to remove someone that the WSRA want to keep on the Plc Board? Red faces all around? More infighting while people all claim that their interpretation of what is meant is the right one? There is much talk about sorting things out but this could end up being yet another huge can of worms.

 

I’d say that wording is extremely clear. It is aimed at two people, and extends both to them personally and anyone they nominate for co option.


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That seems to be the clear intention although the wording is more ambiguous than I would think ideal. However, it is also making a clear stand: it is trying to set the precedent that Mr Whitehouse or his successors, as representatives of the largest shareholder, have an absolute right of veto over the composition of the company board.

 

The only problem with Clint Eastwood is that he don't work cheap.

 

You seem to set great store by unanimity on the board. But I’d suggest that is not necessarily desireable. Collective responsibility after a vote, yes, but you need any decisions to be reached only after sufficiently rigorous debate, and having a board all of one mind is not the way to get that debate.

That said, I think the lack of clearly articulated PLC portfolios for directors is a weakness. It also makes it easier to add or remove directors based on who they are, rather than what they bring in terms of essential skills and knowledge.

Viewed from outside, the five key issues that appear to be facing the WSR plc (as the railway operator) are:

• Revenue stagnation
• Cost control
• Rolling stock availability, particularly loco
• Infrastructure renewal
• Relations with other stakeholders

I can't see how a determined effort to address those issues can be made while there is no named directorial accountability for them on the board. So I’d suggest as a priority, the board needs to define the core portfolios it considers necessary to run the railway, and then work with all the railway stakeholders to ensure those portfolios are covered. I say all stakeholders, because even though at a formal level it will be the PLC shareholders alone who have to vote on appointments, the railway can't function without support of a much wider group of stakeholders (ranging from the County Council right down to an individual, non-shareholding, volunteer) and being too insular in this process is a recipe for future discontent.

As a starter for ten, I’d suggest the PLC needs named directors as:

• Chairman
• Secretary
• Finance
• Rolling Stock (maybe two, for Loco and C&W - they are big portfolios)
• Infrastructure
• Operations
• Marketing and commercial (income streams derived from operating trains, i.e. ticket sales, charters, film work etc. Essentially responsibility for getting people to the railway in the first place)
• Retail (all other income streams, i.e. shop and catering etc - responsibility for what people spend once they are at the railway)
• Communications
• Stakeholder relations (necessary I think because of the complex set up of the railway, not least with relationships with the Freeholder; and the need to consider the impact of MRLG - if nothing else, to forcefully make the point within the wider community about the value of the railway as it stands to the local economy)

The precise setup of the railway may them suggest a need for others; for example you might argue whether you need a safety director, or whether it is an integral part of everyone's job etc.

Job Descriptions for those portfolios should be published and the board then work, in an open fashion, to finding strong candidates to fill the portfolios: recruitment based on ability, not popularity as it was phrased up thread.

Tom

 

Not sure that you wouldn't expect a major Shareholder to make clear it wanted to be happy with any Board Appointments.

Interestingly, the following resolution was passed at the recent WSRplc AGM (can't believe I missed it earlier):

https://document-api-images-prod.s3...e6f86e8cefcbc14770cf8232ec26b07fb4f395b27dc59

Now, on one hand, such authority for the Directors to allot shares is not permanent and this is probably just a renewal because the previous authority was to expire (the expiry date on this Resolution is wrong - 2018 plus 5 years isn't 2022!) That said, i can't see the previous resolution from a quick look at Companies House but there are a lot of filings (mainly appointment and resignation of Directors!) However, the effect is that the Board of Directors for the time being can allocate Shares up to the maximum authorised Share Capital of £3.5 million (that is an additional £1.238 million or 35% of the £3.5 million) of shares in response to any application they, and they alone wish to without any reference to existing Shareholders (the meaning of disapplication pre-emption rights). I am sure I will be corrected if I am wrong.

Whether specifically added or not, the existence of this power I find potentially interesting and clearly a factor that makes the composition of the WSRplc Board that can exercise this right at any time potentially very important.

Steven

 

Link coming up as expired when I try to look at it?


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Near the top of this page:
https://beta.companieshouse.gov.uk/company/01010188/filing-history

 

Thanks


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