31 December 2013

Rangers in 2013: AGMs, EGMs & Acrimony

Guest Graham Taylor looks back on a tumultuous 2013 for Rangers...

It is exactly a year to the day that we were treated to one of the more farcical things that has occurred in recent times, which is quite a feat given the list of incidents that have brought shame on the name of Rangers. I am of course referring to last year’s Christmas message from the then-Rangers Chief Executive Charles Green. Here was a man, fresh from the success of the recently-launched IPO, appearing like the cat that had definitely gotten the proverbial cream. With a seven percent shareholding tucked away in his back-pocket, alongside a £360,000 salary and 100 percent bonus due to come upon Rangers winning a part-time league, who wouldn’t have afforded the man his moment of glee?

Green’s biggest asset was that he could deliver a sales pitch, but by the same token his biggest weakness was that he couldn’t help himself for talking utter nonsense, and that is what brought him and his hubris crashing to the floor. As details concerning his dealings with Craig Whyte were brought into the public domain, an infamous interview with The Sun and a follow-up car-crash with STV’s Peter Smith effectively ended his (customer-facing) time at the club. With Green on the way out, a new face was needed to front the shareholder bloc that had complete control of the club. Step forward Sandy Easdale. More on him later.

By the season’s close, the club was plunged into further turmoil amidst a concerted effort to remove the-then Chairman Malcolm Murray, whose personal conduct was, in fairness, unbecoming of the standards expected at the club. With Murray teetering on the edge, Green’s resignation and the first-time Commercial Director Imran Ahmad’s contract terminated due to gross misconduct (court case pending), a face was needed to promote season ticket renewals. That face wasn’t Craig Mather, the supposed Murray Park Sporting Director who had inexplicably been promoted to the position of Chief Executive. The face required would have to resonate with supporters, and who resonates more with Rangers supporters than Walter Smith?

A legal report commissioned by the Board to investigate the club’s dealings with Whyte and other somewhat questionable transactions undertaken left Malcolm Murray in an untenable position with certain members of the Board. A quick seat-swap at the end of the season saw Walter Smith become (against his better judgement) the Non-Executive Chairman of the club. At the time, it was portrayed as a shrewd move and one that could gain the fans’ trust. In reality however, the boardroom status-quo had remained. There was a significant split in the boardroom which had become public knowledge, and whilst individuals on either side could find common ground on certain issues, the majority bloc of Green/Mather, Brian Stockbridge, Bryan Smart and Ian Hart usually held sway over Smith, Murray and Phil Cartmell.

In May, an EGM was requisitioned by significant shareholder Blue Pitch Holdings to remove Murray and Cartmell and replace them with James Easdale, brother of Sandy and reported six percent shareholder, and Chris Morgan, the agent for Blue Pitch. Smith was put in an unenviable position given his inexperience operating at plc level, as he was implored to find a resolution to avoid the EGM. The uncertainty surrounding the requisition lasted for several weeks before Murray and Cartmell departed along with the company’s Nominated Advisor Cenkos, coincidentally a few days after season ticket renewals had closed. James Easdale was appointed to the Board days later with his actual shareholding of 0.5% confirmed to the Stock Exchange. With the shareholding bloc that controlled the club strengthening their grip on the Boardroom and rumours of mounting financial problems swirling around Glasgow and beyond, it was clear there was going to be rocky times ahead.

As the storm clouds began hovering around Govan in early summer, the newly-appointed permanent Chief Executive Craig Mather went on the PR offensive. He travelled to America for the NARSA convention and gave a speech to the attendees where he proclaimed he would ‘attack the enemies of the club’. It was seen as a cheap PR trick to get fans onside, but an expensive ploy was utilised in allowing Ally McCoist free rein to dramatically overinflate his playing squad for the levels required in the newly-created SPFL League One.

While Mather was reveling in his new-found status, those with the best interests of the club were formulating a plan to remove what they perceived as a corrosive influence from the heart of Ibrox. Institutional investors that had backed the club in the IPO were deeply frustrated at the lack of governance emanating from the Boardroom. They approached the renowned businessman Jim McColl and former club Director Paul Murray to effect the changes they were looking for. Murray and McColl approached former PwC Scotland Executive Chairman Frank Blin to join them, and the stage was set for a battle for control of the club once again.

Over the course of a few days at the beginning of August, the internal strife that had been building up at the club exploded as:

  • Charles Green was brought back as a ‘Consultant to shareholders’
  • An EGM was requisitioned by McColl, Murray and Blin to remove Craig Mather, Brian Stockbridge and Bryan Smart
  • Green put his foot in it by talking out-with his remit about McCoist having to win cups
  • Rangers were knocked out of the League Cup in the 1st round by Forfar
  • McCoist lambasted the ‘self-appointed voice of Rangers’ Green for his remarks on the day of the game
  • Walter Smith resigned as Chairman before ever taking in a league game in his role

Stuck in the middle of it all were the supporters who, for some, didn’t know what to believe. Dave King reappeared at this time and warned of impending Administration as fears of a cash crisis were now openly being discussed. The Board’s response to the fears of supporters over financial difficulties and the possibility of being ousted was swift. They immediately rehired Jack Irvine of MediaHouse as their PR advisor, despite already having an in-house communications team and a PR company on retainer from the Sports Direct contract, in an attempt to shore up their positions which were being publicly scrutinised. Mather and several members of the Board agreed to meet with supporters to discuss issues at the club. When pressed on the financial position of the club, Financial Director Stockbridge gave out price-sensitive information that the cash balance of the club was down to £10m, but couldn’t define how much of the £22m from the IPO was left. Four days later, he revealed in an interview with The Sun that all of the IPO monies had been spent.

The requisitioners, as they were now tagged, looked to effect a compromise with the Board that would negate the need for an EGM. Consensus looked to have been reached which would’ve seen Murray and Blin added to the Board along with Sandy Easdale and former Chairman John McLelland, who presumably would have undertaken the same role which had been vacant since Smith’s departure; however, on the day the appointments were due to be confirmed to the Stock Exchange, the club’s latest Nominated Advisor Strand Hanson blocked it. No reasons were given and the requisitioners withdrew their request for the EGM on the understanding that the business would be rolled into the company’s first AGM. Frank Blin withdrew from the process completely due to the frustration of negotiations with the Board, and Non-Executive Director Ian Hart resigned as the acrimony between both sides of the divide was now being played out in the public domain.

In October, the club released its first set of Annual Accounts in three years. The headline of a £14.4m Operating Loss was staggering, but the main talking point centred on salary costs which totalled 93 percent of Turnover. Ally’s McCoist’s salary of £825,000 over a thirteen-month period and 100 percent-plus bonuses for Charles Green, Imran Ahmad and Brian Stockbridge highlighted the financial mismanagement of a club that had only been rescued from the abyss just over a year before. Mather and Stockbridge justified the Accounts by claiming the club’s business plan was ‘on-track’ and losses were forecast, despite Stockbridge’s management accounts from the IPO prospectus forecasting only a £1.1m Operating Loss. With the Board on the ropes, Craig Mather took drastic action and flew to Johannesburg to meet the one man that could possibly save his position – Dave King. With King now cleared of his tax troubles in South Africa, he was free, willing and able to invest in Rangers once again. The role of Chairman had been mooted and King was ready to take his place on the throne at the AGM on 24th October. Except that, in his willingness to save his own job, Craig Mather seemingly forgot to run his decision to appoint King past the man that was actually calling the shots at the club – Sandy Easdale, who had been acquiring a decent enough shareholding but, crucially, had acquired the voting rights from key shareholders Blue Pitch and Margarita. Easdale’s PR man made it abundantly clear that King would not be welcomed, presumably due to his desire to invest via a share issue thereby diluting the existing shareholding, and actively touted that his appointment would bring problems over suitability from the Alternative Investment Market (AIM) that the club was listed on. Nonsense from Jack Irvine, but King’s path to power had been blocked.

The end came for Craig Mather following a Court of Session defeat for the Rangers Board who had blocked the nominations of Paul Murray, Malcolm Murray, Scott Murdoch and Alex Wilson at the AGM. His departure, and that of Bryan Smart, left the Rangers Board down to two individuals and the requisitioners seemingly on the verge of taking control. For whatever reason, they failed to take the steps necessary to force change and allowed Stockbridge and the Easdale brothers time to regroup. It would prove to be a fatal mistake. As Sandy was proclaiming that he was ‘in control’ of the club, he and the remaining Board met with investors to seek support ahead of the forthcoming AGM. Followed swiftly was the appointment of David Somers as acting Chairman and the word was that more appointments were forthcoming. The requisitioners demanded to know who had the mandate to appoint Somers and said that they wouldn’t tolerate any further appointments. Two further appointments were made, no action was taken. Norman Crighton was appointed to the Board and links to an increasingly-substantial shareholder in Laxey Partners were revealed. This was denied by Laxey, who had previously indicated they would back the requisitoners but performed a U-turn following the appointment of former Manchester City Chief Operations Officer Graham Wallace as Chief Executive. Crighton himself later admitted to being appointed at the behest of Laxey.

As the AGM approached, the PR campaign from both sides grew in intensity. The four requisitioners met with a variety of supporters groups and an open forum to try and engage the supporter base ahead of what was appearing to be a critical swing-factor in the AGM vote. The newly constituted Board chose not to engage with supporters and release statements instead. One such statement from David Somers, where he labelled Murray & co as ‘fanatics’, was widely ridiculed. Key shareholder Sandy Easdale was pushed in front of the cameras in the days leading up to the AGM and his performance, particularly in the interview with STV’s Peter Smith, left many question marks over the potential securitising of assets and the involvement of individuals such as Rafat Rizvi, a man on Interpol’s wanted list. As the main event drew closer, claim and counterclaim abounded. But with the proxy votes having been cast, it was declared that the entire incumbent Board had claimed victory and the requisitioners had failed. A bruising year for the club, one that had started out on a relatively positive outlook, had finally reached a conclusion.

Much has been made in recent days about the way forward for the club following the turmoil of the past twelve months. With Dave King already declaring he is ready to invest immediately, personal interests should be put aside by those within the club and for the good of Rangers to be brought to the forefront of all decision-making. For Paul Murray, it is inconceivable that he will be afforded another round of goodwill after making the fatal mistake of not pushing through an EGM on two separate occasions. He is an honest guy with good intentions for the club, but at different times his campaign was undermined by his inability to do what was necessary. However, it should be noted that the Rangers Boardroom does appear to be a more credible group than it was back in July when McColl and Murray made their move so for that he can take some credit. One obvious impediment to overall credibility does remain. At the AGM, the Board were given the mandate to proceed by shareholders, but retaining a Financial Director that could only garner 65 percent of shareholder votes in the shape of Brian Stockbridge can only serve to show there is much work to be done to convince a sizeable disquiet and that will only begin with his removal.

For Graham Wallace, the hard work starts now in terms of all aspects of the club, as highlighted by the Rangers Standard’s Chris Graham in ‘Over to you, Mr Wallace’, and it is hoped he will be allowed to carry out his remit unopposed from outside influences. If recent displays are anything to go by then it appears the Board have a hard task on their hands to regain the trust of supporters who have become increasingly disenfranchised with those leading this great institution. The fallout of the AGM has left supporters bemoaning their lack of voice in the direction of the club, but yet we still acknowledge that we are fractious by nature, as evidenced by the CRO’s Andy McKellar in ‘We want our Rangers back, don’t we?’ The online element of the support may have divisions that will never be healed, but the wider support is far greater in numbers and has shown that they see the problems the club has faced and continue to face. With a united support striving to ensure Rangers are never again taken advantage of in the manner that they have been over the past few years, it would be an immeasurable force to be reckoned with and one that could hold considerable sway and voice over the shareholders that the majority believe haven’t backed their wishes.

For 2014, may the football take precedence for the first time in years. Sadly, it doesn’t look like that will be the case, once again…