It has been clear for some time that the apparent pledge in the statement issued on behalf of the Chairman on March 1st to hold this statutory gathering on March 28th will not be fulfilled. The requirement to give 21 days’ notice currently means that no gathering can be held before 10th April, even if notice was served tomorrow. Implicit in Para 55 of the company’s Articles of Association is that the deadline for holding this meeting was 21st December of last year, so the extent of the apparent default appears currently to stand at 3 months and 20 days… and counting.

As regards the company’s accounts, these were filed with Companies House on the deadline day of 28th February and duly publicised through the media from that source. So far, to my knowledge, the company has made no acknowledgement of its own of their content - not even to the extent of a single figure such as the £835,000 loss. Apart from that, shareholders and supporters have absolutely no information about the club’s financial fortunes in almost 10 months since the end of the period covered by these 31.5.22. accounts - a period during which the Concert Company, touted in earlier accounts as an apparent financial saviour…. collapsed with still unknown implications for the football club, despite (mercifully!) their having been technically separate entities.

Now that the accounts have been filed with Companies House and an AGM date informally made public… why has the latter not been adhered to?

At least there will be the revenue from the cup run - whenever that arrives - but, although extremely welcome, this is no panacea for a fundamentally loss making business of unclear cash flow status, kept afloat by wealthy well wishers.

I'm reliably informed that the AGM will be scheduled to coincide with the grand opening of the dualled A9. 

I think this is hugely concerning. This is a business with a turnover of probably about £2m/year and where a lot of "customers" are also shareholders. Being unable to arrange an AGM on time feels like a red flag; announcing a date in a club statement and failing to stick to it - with no acknowledgement from the club of this - is not the sort of behaviour of a competent chairman/board.

 

What the hell is going on?

11 hours ago, Fraz said:

I'm reliably informed that the AGM will be scheduled to coincide with the grand opening of the dualled A9. 

Will Hull 802 still require a proxy?

There waiting on big roy so they can announce the merger with ross county. 

Sir Roy you mean!!

I wonder what the club's biggest shareholders - which according to the recent Confirmation Statement still include Graham Rae and the Muirfield Mills bunch, former chairmen Dougie McGilvray, George Fraser and David Sutherland, and Alan Savage's Orion Group - think of all this?

What are people going to do if the club don't hold an AGM?

Remember speaking to David Sutherland and he said Inverness would never go under as long as he was breathing. Wonder if he'll stand by that statement?

3 hours ago, hislopsoffsideagain said:

I wonder what the club's biggest shareholders - which according to the recent Confirmation Statement still include Graham Rae and the Muirfield Mills bunch, former chairmen Dougie McGilvray, George Fraser and David Sutherland, and Alan Savage's Orion Group - think of all this?

Probably struggle to get this lot in the same room at the same time...clash of egos, big time.

The Chairman announced the AGM date, and shortly afterwards SG was on Radio Scotland encouraging shareholders to ask any questions they want about the club’s finances at the forthcoming AGM. So it seems there was a genuine intention to hold the AGM on the specified date.

It looks very poor though. I would hope that there is a good reason for it being delayed and that they will explain themselves soon. 

In the meantime there’s not a lot anyone can do in practice other than wait. An AGM is not a legal requirement, it’s a just an internal matter between the club and its shareholders.

Is it though? Could a shareholder not sue the Club for being unconstitutional? Im assuming that this will say that an AGM  must be held every year. Ill tell you one thing......Im heavily involved in a golf club committee and, if we behaved like this , there would be a riot. We would not be allowed to get away with it. Im surprised there isnt more noise.

1 hour ago, Naelifts said:

Is it though? Could a shareholder not sue the Club for being unconstitutional? Im assuming that this will say that an AGM  must be held every year. Ill tell you one thing......Im heavily involved in a golf club committee and, if we behaved like this , there would be a riot. We would not be allowed to get away with it. Im surprised there isnt more noise.

 

8 hours ago, STFU said:

What are people going to do if the club don't hold an AGM?

Post grievances on the internet, isn't that the solution to all 21st century problems?

3 hours ago, Yngwie said:

The Chairman announced the AGM date, and shortly afterwards SG was on Radio Scotland encouraging shareholders to ask any questions they want about the club’s finances at the forthcoming AGM. So it seems there was a genuine intention to hold the AGM on the specified date.

It looks very poor though. I would hope that there is a good reason for it being delayed and that they will explain themselves soon. 

In the meantime there’s not a lot anyone can do in practice other than wait. An AGM is not a legal requirement, it’s a just an internal matter between the club and its shareholders.

There may well be a good reason for delaying the AGM and there may well be a good reason for not explaining what the reason is at this time.  There is, however, no good reason for not informing shareholders that the meeting is not now going ahead next Tuesday.  That is just plain rude.

I know nothing about business law or the legality of holding AGMs, but the Club itself is committed to holding an AGM by its own Articles of Association which are required (presumably by law) to be lodged at Companies House.  And by those same Articles of Association, the AGM is now over 3 months overdue.  

Yes, shareholders can wait, but they've been waiting for a while now and many are getting rather fed up of waiting.  

23 minutes ago, DoofersDad said:

There may well be a good reason for delaying the AGM and there may well be a good reason for not explaining what the reason is at this time.  There is, however, no good reason for not informing shareholders that the meeting is not now going ahead next Tuesday.  That is just plain rude.

I know nothing about business law or the legality of holding AGMs, but the Club itself is committed to holding an AGM by its own Articles of Association which are required (presumably by law) to be lodged at Companies House.  And by those same Articles of Association, the AGM is now over 3 months overdue.  

Yes, shareholders can wait, but they've been waiting for a while now and many are getting rather fed up of waiting.  

That is also my reading of the situation. Para 55 of the Articles of Association (which I accessed through  Companies House) states that an AGM must be held within each year and that no more than 15 months must elapse between AGMs. This made the deadline 21st December last year - three months ago. If Para 55 of these Articles were not to be binding on the Board, then that would presumably also render the entire document redundant, which I would find difficult to believe.

Perhaps there needs to be some recognition of the fact that the shareholders actually own the club and they appoint a board to run it on their behalf, which includes making appointments such as of the CEO and the football manager.

At the risk of being repetitive, I find it astonishing that the board still has to acknowledge any of the content of a worrying set of accounts published by a completely external party three weeks ago and has, without explanation, failed to hold an AGM on a stated date of March 28th.

Failure to meet this latter commitment can only raise concerns and speculation as to why….or is it simply because they noticed that this was the date of a Scotland game?

No offence to anyone, but to those who represent parties has anyone gone to the club or made direct contact (not via email) and requested a meeting with any of the board members face to face to ask this question? Like many organisations those in charge will focus on matters that they prioritise and in the case of the club, this is not the only business interest of some. Alternatively a formal letter requesting an AGM using the details outlined by various individuals citing the legal requirements sent to the club (director) in a signed-for and recorded capacity with a realistic deadline for response or engagement - after which actions can be taken. While contact via email is traceable its easily lost in the myriad of electronic communications and in many organisations (not saying this is the ICT case) its PA's or assistants who filter the mailbox of the senior positions, therefore act based on the priorities and instructions given.

I am in no way a defender of the club or the board as its clear they are avoiding their legal obligations and it can be reported to Companies House. Apologies if those from supporters groups or outspoken individuals have already exhausted avenues for contact, in which case escalation seems a practical option to force the issue. Otherwise there needs a united approach from all stakeholders to press harder in a manner that allows accountability.

 

 

2 hours ago, bdu98196 said:

its clear they are avoiding their legal obligations and it can be reported to Companies House.

That bit isn’t actually correct, it’s just an internal matter. You make a good point though that a shareholder should ask the club what is happening with the AGM.

It's stated as a must requirement from companies house, however im not a legal expert, but the below suggests there are implications if companies shirk their responsibility. Perhaps this is outdated and the power lies with the organisation to decide what they do.

https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/4/2009-11-06?view=plain

Regardless of legalities, the situation being - releasing accounts at the last possible second, having an AGM months behind their own articles of association then to have the chairman state the AGM will be on March 28th only for that date to be missed with absolute radio silence. 

This just goes to perpetuate the view that the club does not want any kind of accountability or dialogue with fans / shareholders and when things get challenging the club just shut off and hunker down. 

You could possibly excuse these things if it was a volunteer committee for the local church hall or school parent council but c'mon these are supposed to be business professionals running a fairly large business. Really gives us the image that we're a complete basket case regardless of the CEO's reassurance in selected press outlets. 

I'm no shareholder so I wouldn't be attending anyway but any emails I've sent the club in recent years have gone unacknowledged and unanswered so I wouldn't be bothering in any case. 

1 hour ago, bdu98196 said:

It's stated as a must requirement from companies house, however im not a legal expert, but the below suggests there are implications if companies shirk their responsibility. Perhaps this is outdated and the power lies with the organisation to decide what they do.

https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/4/2009-11-06?view=plain

That’s for PLCs, not us. We are only supposed to have an AGM because our Articles say so. In theory a resolution could be passed by shareholders dispensing with the need to have AGMs altogether and amending the articles accordingly, not that anyone is suggesting that we should do that.

I’m thinking of putting some money into the club as a donation but holding off until there’s more clarity about the future.

On 3/23/2023 at 9:57 AM, Yngwie said:

That bit isn’t actually correct, it’s just an internal matter. You make a good point though that a shareholder should ask the club what is happening with the AGM.

I did that on December 21st, AGM deadline day, by writing as a shareholder to the CEO. There has been no reply.

I also made the same query the following day as a journalist through the media department who acknowledged my email and said they would pass it on. There has been no reply.

The Supporters Trust has also written to the Club asking for an update re the AGM and is awaiting a response. 

I am impressed if not bamboozled by the use of legal jargon but equally bamboozled that there is not a simple way to get a response to a question which is clearly irking a lot of fans. Why cant the Supporters Trust or an amalgamation of fans groups make another formal request, post it on here and other fan forums - ask the question at every interview and add it as a regular feature on the Podcast - and really put the pressure on. Surely then if they dont come out of their shell with that kind of actions they can be severely criticised with "evidence".

Instead of headlines about an amalgamation with Tinkerville put a feckin headline in the Courier - "When will ICT fans receive news about the AGM ?"

1 hour ago, IMMORTAL HOWDEN ENDER said:

I am impressed if not bamboozled by the use of legal jargon but equally bamboozled that there is not a simple way to get a response to a question which is clearly irking a lot of fans. Why cant the Supporters Trust or an amalgamation of fans groups make another formal request, post it on here and other fan forums - ask the question at every interview and add it as a regular feature on the Podcast - and really put the pressure on. Surely then if they dont come out of their shell with that kind of actions they can be severely criticised with "evidence".

Instead of headlines about an amalgamation with Tinkerville put a feckin headline in the Courier - "When will ICT fans receive news about the AGM ?"

Spot on Johndo. When I wrote my Courier column …. dismissing a merger as “inconceivable”😊…. the commitment on March 1st that this AGM would take place this coming Tuesday (28th March) or very soon after was still alive.

I don’t have the legal background (Companies Act etc) on Articles of Association but intuitively I find it difficult to see how a delay of four months can be permissible.

I’m also not clear why they have failed to deliver on their commitment to 28th March. Maybe it’s simply that they failed to note that Scotland are playing that night but in that case a slightly amended date should have been named long ago. I would feel a lot easier if I could think of an alternative explanation that’s free from the quite sinister implications that this ongoing delay is simply inviting speculation about.