Charles Bannerman

Apart from the standard resolutions, there was probably as much said about the current, positive football situation as about finances. The manager, among many other things, revealed that, in the light of last season’s glut of May games and this season’s injuries, he has already taken steps to lighten training in anticipation of what might potentially be an even bigger concentration this year. He also revealed that the consensus among the squad was not to visit Hampden the day before the semi, and that a meeting had been held in advance of what will be the team’s VAR debut. Oh, and approval has been given to wear the HOME strip. As regards finances, the Chairman and CEO were both keen to emphasise the Freeport/ Battery farm etc initiatives for future funding, but this appears still to be some time in the future. The Chairman gave what perhaps wasn’t the clearest of indications that, especially given the demise of the Concert Company, they have - unsurprisingly - been depending on benefactors to maintain cash flow. However the CEO did volunteer, when it was suggested that the concerts had been financially unsuccessful, that the football club did receive from the Concert Company, in advance, payment for stadium hire and booking fees… and in full as opposed to the reduced payout, reported at the time as 65%, received by at least some other creditors. The Scottish Cup pay out will not be made until participation is at an end.

ROLLOX!! That’s what they want to call themselves…. Rollox FC. The establishment is best known as the St Rollox locomotive works (my grandfather worked there during WW1) and to me, the “Caledonian” bit is incidental, originating from the works making engines for the former Caledonian Railway (for which my other grandfather worked). If they don’t like Rollox FC and are all that concerned about having a name relating to their red and yellow badge then I suggest that they should call themselves Partick Thistle FC… and create some employment for the renowned PTFC posse of QCs with whom we in Inverness became more than familiar in days gone by. But in any case, SFA Articles of Association would appear to suggest that they are on a hiding to nothing anyway… so ROLLOX TO THEM!!

What a ghastly, negative video with at least two thirds of it harking back almost 30 years to the least appealing aspects of a 2-3 year process that so far has yielded 12 seasons in the SPL/Premiership, a place in its top six, European football and a Scottish Cup win… not to mention lower league and Challenge Cup wins. I was also at all of these tense episodes shown here, and a good deal more… also as a BBC reporter. Many on this thread will also have seen the tale unfold live. I see no case whatsoever for a video of this length, most of which attempts to portray the formation of this club in an unduly negative manner.

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.

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.

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?

Will Hull 802 still require a proxy?

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.

There was nothing to bite at. I was just availing myself of the opportunity to clarify that, although the headline suggested that I was calling for a merger, in the article I actually described one as “inconceivable”.

Firstly I would emphasise that I did NOT advocate a merger between Ross County and ICT in that column. I actually dismissed it as “inconceivable” but unfortunately a headline was written implying that I had, and it appears that a great number of people who are not Courier online subscribers simply read headlines and guess the story from them without reading articles. What I actually did was to evaluate the financial situation in terms similar to what I’ve been doing here and I then concluded with the following passage (please in particular note the sentence “An obvious…… inconceivable”)…. “I now believe that two biggish clubs in this local area aren’t sustainable without serious charity from the wealthy, and Ross County have far more stable, albeit not necessarily indefinite, benefactor arrangements. Currently County are grimly hanging on in the Premiership with Inverness not even doing that. An obvious business solution would be a merger into a single, much more substantial and viable entity, but this is football where tribalism and supporter resistance make such solutions (Inverness 1994 excepted) inconceivable. Football instead resorts to its own economics of the madhouse and 30 years of that have certainly contributed to, but don't totally explain, Caley Thistle's current predicament, despite decades of wellwishers bearing gifts.”

Current issues include:- * An AGM, the holding of which is doubly in default of Para 55 of the Articles of Association, has yet to take place. * Based on a throw away remark in a statement issued nine days ago, we are led to believe that this is to be held on March 28th (the night of a Scotland Euro qualifier v Spain). However the 21 days statutory notice of an AGM on that date (Para 58) expired three days ago. * On February 28th, the last day allowed for filing, the accounts appeared on the Companies House website indicating losses to May 2022 of £835,000 and increased debts to trade creditors and HMRC, but no indication of turnover. So far there has been no acknowledgement, such as in the March 1st statement, by the club of any detail of these accounts. * What changes have there been in the club’s financial status in over nine months since May 2022? * Given that the Concert Company collapsed (with minimal detail provided), new income sources are urgently needed. Much has been made of a potential deal with a land company and of a battery farm. Given that the club’s capacity to earn money is very limited (although unknown due to the absence of a turnover figure) it would appear that the need for these income streams is quite urgent. How quickly will the battery farm etc come on stream?

I am on an identical mission to yourself, DD. The only indication of an AGM date has been an informal and incidental reference to 28th March concealed in the middle of last Wednesday’s extremely lengthy statement, although there had previously been speculation about 21st February - but that never materialised. For the 21 days’ notice specified in Article 58 to be realised, this would have to have been given yesterday but, as you say, there’s nothing in the post or on the website. I suppose it might conceivably have been mailed yesterday, but to me the relevant date is when it’s received, not when it’s sent… so it’s late. This situation is becoming increasingly unsatisfactory since even March 28 would be more than three months in breach of Article 55, but there’s more. The accounts were made public on 28 Feb by bodies external to the club (Companies House, whose deadline 28 Feb was, and the media) and to my knowledge, apart from inference from Scot Gardiner’s radio interview, the club itself has not yet even acknowledged that these accounts exist. They are not even referred to in that statement issued on the Chairman’s behalf the following day (Mar 1). I also seem to recollect that information about the collapse of the Concert Company back on the autumn was also sparse in the extreme, even though this had been touted as a potential saviour. As far as the accounts to May 2022 are concerned, I’m disappointed that the turnover figure has been withheld because we need to know what percentage the loss is of that turnover or of total expenditure. As far as shareholders are concerned, I am a simple £250 foot soldier, but there are people who have put hundreds of thousands of pounds which they will never see again into that club to keep it solvent and some clarity is urgently needed.

On December 21st, the deadline for holding an AGM, I wrote as a shareholder to the CEO asking when the AGM was scheduled for? By coincidence, it emerged that day that I was not the only shareholder wondering the same thing, so on December 22nd I submitted a media query to the club on the same subject. I have still received no answer to either question.

And it doesn’t even quantify/admit to the magnitude of the losses. I find it bizarre that after external parties made this company’s losses public, the company itself completely fails to acknowledge their existence in a prepared statement. There seems to be much enthusiasm for highlighting links with property management companies and Freeports and Battery Farms when the relevant questions must surely be: “How confident are you that these projects are going to be any more fruitful than the Concert Company?” and “On that subject, what are the implications for the football club of the Concert Company’s collapse?” and “What is the club’s current financial status as opposed to nine months ago as in these accounts, which also pre-date the demise of the Concert Company?” and “What have you been doing for cash flow in recent months?”

Spot on NJ. I find the minimalism associated with this whole affair very unacceptable. The excerpts from the accounts don’t even give profit and loss and to find the loss you have to scour the notes. This also means that there’s no indication of the vital parameter of turnover, which hence also prevents anyone from working out what the loss is as a percentage of expenditure or turnover which I think is quite important. Then there’s today’s verbose statement which is most notable for its attempts to create a smokescreen obscuring what really matters. I am absolutely astonished that a statement made on behalf of the Chairman 24 hours after the account details have leaked out via parties unconnected with the club should fail even to have an acknowledgement of how big the loss is. The statement failed to take ownership of extremely adverse circumstances which, as I write, the club itself has not yet acknowledged. And then there’s the first revelation of the date of the overdue AGM which appears incidentally to something else, and half way through this wordy statement. This doesn’t exactly make it very easy to obtain information about what’s clearly a critical situation.