Fiduciary responsibility and lack of candour

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At the first hint Rangers illegally ‘won’ league titles, members of the board who made all the controversial decisions called-in all media favours to paint a picture of an innocent mistake being made.  Innocent mistakes are occasionally made when registering players, and have been known to cost clubs up to 25% of their annual income in fines, but Lord Nimmo Smith’s Commission will have to consider whether or not, on these many occasions, mistakes were innocent.

Former Rangers chairman, Alastair Johnston, without a hint of remorse, insisted that Rangers failure to properly register players under his tenure was no more than an oversight or administrative error, repeatedly insisting that EBTs had been disclosed to the club’s auditors and recorded in published accounts.

As everyone, apart from those Mr Johnston was happy to give interviews knows, there is nothing illegal with EBTs, nor are they incompatible with proper player registrations.  The key issue is whether side-letters existed and whether the club’s auditors and HMRC were treated with honesty and candour.

This is from the First Tier Tribunal decision:

“The Respondents submit that ‘the auditors had not seen the side letters, otherwise they would have been a matter of specific comment’ (para 124.3 of written submissions). It is not clear whether the auditors had actual sight of a side-letter when they made the reference to ‘the text contained within letters sent to individuals outlining their award’.

“For the year ended 30 June 2004, the auditors reported in KIM [Key Issues Memorandum] that Mr Purple had waived his right to his 10% transfer fee, and that a loan of £500,000 to Mr Purple from the Remuneration Trust was ‘unrelated from the contractual amount he would have been due’ (21/15/13).

“It would appear, from the evidence heard on Mr Purple’s termination payment, which is narrated in more detail under the section on ‘Termination Payments’ in my findings of fact, that the auditors had been told an untruth on both scores, regarding the waiver of the right, and the loan being unrelated to the contractual payment on transfer.

“The auditors were also told that the paperwork for Mr Purple was ‘mislaid’, (and therefore was not available for the auditors to inspect).

“Over the use of the remuneration trust, the auditors seemed to have been treated by the Appellants [Rangers] with the same lack of candour as accorded to HMRC.  The auditors did not seem to be privy to any (or much) of the documentation, and had not formed a view on the scheme other than relied on what they had been told by the management.”

We will have more on the fiduciary duties of Mr Ogilvie, Mr Bain and Mr McClelland, each of whom were directors of Rangers as well as the SFA or SPL, as well as those of Mr Johnston, in due course.  They had fiduciary responsibility to Rangers shareholders, and in the case of Mr McClelland and Mr Bain, to SPL shareholders.  This responsibility extended to ensuring information material to the operation of the company was disclosed to auditors and authorities, when required.  As for Mr Black (sic), we’ll deal with him another day.

As a part-owner of one SPL shareholder (Celtic PLC), this question has particular resonance.

We are busy pulling the next issue of CQN Magazine together.  If you would like to write an article, or take out some advertising , get in touch, article@cqnmagazine.co.uk.
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393 Comments

  1. 67Heaven ... I am Neil Lennon..!!.. Ibrox belongs to the creditors on

    no, i’m neil lennon “i’ll never walk alone” (fourstonecoppi )

     

     

    19:15 on 27 February, 2013

     

     

    Hahahahahahahahaha…..I remembered EVERY word , as I sang along with it there……my recollection is that it wasn’t sung for too long at games since it was awfy fast and the words were hard to remember ….. Or maybe it was just shoite…..

     

    Hahahahahahahahahahahaha

  2. Can’t see it. Too many masonic type secret handshake persons deeply embedded within Scottish society for anything other than a whitewash verdict. Campbell Ogilvie is still the SFA president. That should tell us all what to expect.

  3. 67Heaven … I am Neil Lennon..!!.. Ibrox belongs to the creditors

     

     

    19:24 on 27 February, 2013

     

     

    no, i’m neil lennon “i’ll never walk alone” (fourstonecoppi )

     

     

    19:15 on 27 February, 2013

     

     

    Hahahahahahahahaha…..I remembered EVERY word , as I sang along with it there……my recollection is that it wasn’t sung for too long at games since it was awfy fast and the words were hard to remember ….. Or maybe it was just shoite…..

     

    Hahahahahahahahahahahaha

     

     

     

    probably the latter and the former………..but i loved it ,it gave me a right cocky wee swagger as a kid!

     

     

    magic!

  4. timbhoy in spain on

    I remember in the early 70´s I´d come back to Glasgow from a couple of years in Jersey

     

    & a neihbour of mine got me a job wi Mackintosh removals in Glasgow.

     

    didn´t realise it was wee non RC club in there.I was soon given the cold shoulder.

     

    One day we were sent out on a job to move non other than Willie Waddel down Cardonald way somewhere.He started to talk to me & seemed quite pleasant ´til he asked me what team I supported & everything changed when i said Celtic.

     

    Couple of minutes later the foreman told me to go out to the van & don´t go back in the house.On the Friday i got laid off.

     

    Thoughts are with you Miki.

     

    Old Mungo Bhoy.( 1960-1964 )

  5. Miki67

     

     

    So sorry to hear your sad news!

     

    Oscars chances were slim but he’s doing absolutely fantastic. I will have a wee word tonight when I’m reading him his bedtime story & ask him to send some of his courage, strength, fortitude & spirit in your direction!!

     

    Very, very best of luck my friend & YNWA!

     

     

    I don’t really get time to post much these days but can I just say thank you to everyone for your prayers, love and support. Also huge thanks to everyone who has sponsored the WeeOscar4Life cycle team. An incredible feat they are doing and an even more incredible 10k+ raised already!

     

     

    All our love Stephen, Leona, wee Oscar & wee Izzie!! :-)

     

     

    Mon the hoops the nite!

  6. Who wants their tainted titles ? Overtime for the mount Florida engraver lol ! Bring back Blankety Blank !!! They vacant spaces will confirm their guilt and shame ! Brasso anyone !!