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. ArranmoreBhoyLXV11 on

    HH

     

     

    Bright n sunny in Glasgow… Philvis in fall from podium shocker?! I m wondering if he ” threw” the game, and we may need an enquiry..

     

     

    As they say , Jesus saves, BUT Nimmo Smith nets the rebound!!!

     

     

     

    Hope we thrash the Well… I recall Henrik running riot there one night. Over to you, Gary!

     

     

    HH

  2. TBB

     

     

    The EPL bubble might not be about to burst but there is pressure from club owners and reportedly Govt for some sort of wage capping mechanism for the EPL like UEFA FFP.

     

     

    The owners are worried that instead of making their enterprises profitable (or at least less debt ridden) the extra Sky money will just go into already overpaid players pockets.

     

     

    Not as good as a burst bubble but at least a mechanism for some wage deflation.

  3. ArranmoreBhoyLXV11 on

    HH

     

     

    LNS knows how to create drama. I m in hospital tomorrow.I wonder would he text me the verdicts now , if I get his digits?!

  4. The Battered Bunnet on

    Auldheid

     

     

    I have no beef with any company or organisation that aspires to a sustainable approach to business.

     

     

    Fact is, if the EPL was built on sustainable principles, it would be even more formidable. The re-emergence of German football is a case in point. That’s what good business practice does.

  5. The Battered Bunnet

     

    12:54 on

     

    27 February, 2013

     

    http://www.scotprem.com/content/default.asp?page=s2&newsid=12123

     

     

    The written decision of the Commission appointed in relation to RFC 2012 Plc (now in liquidation) and Rangers FC and chaired by Lord Nimmo Smith will be published on Thursday 28 February at 12.00 noon.

     

     

    ————————————

     

     

    Better get my ironing done today as tomorrows day off looks like it will be a CQN day….

  6. charlie chuckes green said a few weeks ago that 28/2/13 that the verdict would known

     

    of of nimmo investigation at one of his world tours of the massive fans convention,

     

    how did he know this ?, did did the good judge say what his time limit was on this publicly?.

  7. Lord Nimmo Smith’s verdict of his SPL Commission into oldco Rangers will be published at midday tommorrow.

  8. Paul67

     

     

    After all that has been revealed by the FTT and other investigations, if LNS were to say that nothing untoward had happened and could justify that decision in terms of justice being served, I would have to retrace my steps to see if somewhere in the past 3 years I had stepped through the Looking Glass into a back to front dimension.

  9. Parkheadcumsalford, aye.

     

     

    Margaret McGill, wait and see.

     

     

    BOBBY MURDOCH’S CURLED-UP, all of this has more relevance for the SPL Commission than for the tax position.

     

     

    SFFS, as you probably now know, tomorrow!!!

     

     

    Honest Cover-up, the devil is in the details.

     

     

    Auldheid, if LNS puts them in the clear, our game is in serious trouble.

  10. Paul 67

     

     

    ‘ Mr Purple’s paperwork was mislaid’

     

     

    Also mislaid were the concepts of justice, honesty , sporting integrity and just plain decency by that sordid , sleazy, dishonourable bunch !

     

     

    LNS discharge your duty without fear or favour

  11. Does Lord Nimmo know that it’s Lent?

     

    No jelly n ice cream and no meat on Fridays.

     

    Celebrations may have to be put on hold till April.

  12. My boss is Peter Principle on

    From the giving site that is RM

     

     

    What is your opinion on Charles Green?

     

     

    Now this one can almost nearly see clearly…

     

     

    I said myself when he got the Club that he was winning over the ranks with one liners and absolutely no information on his intentions what so ever.

     

    I made a post that Brown was asking questions that needed answers and the answers weren’t great. Having said that the more Brown spoke the deeper he was ripping some peoples knitting,… for me, now that he’s in, until he does anything untoward in the masses eyes – I don’t have anything to say against him so far other than;

     

    He said Rangers is operating at a loss just now,….How is that possible? + Earlier he said ownership of the club at no stage would go above 15% and a Blue Pitch holdings had infact 24%. + I don’t know who we are owned by and how they intend to milk us.

     

     

    So far though he has mostly made moves that have frankly been refreshing to me bar talk of renaming Ibrox.

     

     

    This one is still in denial (or been in a coma)…

     

     

    The accounts will be out soon, after the floating I’m a lot more relaxed, we are bound legally to produce accounts that will be signed off by independant auditors.

     

     

    I don’t worry too much on the financial aspects of the club tbh

  13. Trouble with the EPL is the money, plus some, is divvied up well before it arrives.

     

    A fall in gate money for any of the big teams would be catastrophic.

     

    This could happen because if there’s one thing the English fans have been very pleased about is looking down on German football.

     

    Sven dined out for 5 yrs on one good result against them.

  14. danso_1888

     

     

    I think Chuckie just sees into the future hence the prediction that major shirt sponsor and Kit deal would be announced the following day when in OZ around 10th FEB.

     

     

    Did anyone see who it was ?

     

    “both announced at same time for maximum impact”

     

    I have to admit it didnt have maximum impact on me as I missed it.

     

     

    PS this was week after Arabs humped them at Tanandice incase anyone thinks he was just deflecting.

  15. The Battered Bunnet

     

     

    Indeed. Greed and stupidity took hold but common sense is beginning to prevail.

     

     

    The Man City way of how not to get to the last 16 should surely be being questionned now. Not least by the owner.

  16. I speak of course of The Fabulous Furry Freak Brothers when mentioning the legendary Freewheelin’ Frank, a superb comic creation……not one of these ersatz zen philosopher bikers.

     

    Thae types coulda done with a mad weekend in The Scotia Bar, now and zen…….

     

    ➡jaikit…..

     

    >>>>>

     

    btw, all the financial hot air and legalese emanating from the collective t’rankers posterior amount to no more than those cowboy bean emanations thundering forth from the fundament……testament to hot foetid air of no consequence whatsoever, soom to be blown away on a balmy spring breeze.

     

    So my medication tells me, anyway. And it is nothing if not effective.

     

    I grant you good day, and may we triumph mightily the night.

     

    HH!

  17. The beautiful game?

     

     

    Former Hungarian defender Gabor Horvath, who now works as a trainer in Dubai, is to return home to face trial with 45 other match-fixing suspects after admitting his involvement.

     

    “I did bet on our games that were fixed, yes, I earned lots of money out of it but also spent it easily,” he told Hungarian media in an alarming confession. “It is a pity that I was at the peak of my career when this disease flourished in Hungary, and I caught it too like so many others.”

     

    Last week Hungarian investigators completed a four- year probe into match-fixing and

     

    Horvath, who played for Siofok and Diosgyor, has already given written testimony.

  18. Talking about High noon, remember my Da telling me about the High noon showdown in the early 70s , us against Deidco at Hampden.

     

    He was driving, left at 7am from West Lothian and missed KK scoring the opening goal in the rout!!

     

    5 hours to drive 50 miles, think they must have been way laid !

  19. Gretnabhoy 10:40

     

     

    Caithnessian myself (albeit exiled). In my youth Wick and Thurso were a bit like Glesga and Embra in terms of rivalry. So having attended school in Wick, I tended to avoid “Thirsa” for socialising (at least not without a pick axe handle in the boot of the car).

     

     

    Thankfully, them days are long past and I can honestly say that Thirsa is quite a nice place to visit. Like Kilgour says Top Joes is probably your best bet (there’s not really a Celtic or a Rangers bar – Thirsa population is only about 10k). Or you could try the Comm Bar which is about 100m up the road from Top Joes. The Comm (at least, used to be) more of an old fashioned drinking bar (lemonade bottles on the bar top, clock ticking on the wall sort of place).

     

     

    If you get a chance pop out to John O’ Groats and see ma auld fellah (apart from him there’s no much more to see there). A few drams and he’ll give you a “song” or two…..

  20. Hi Paul67,

     

     

    It is great to see you playing this one right to the final whistle.

     

     

    One thing though, I have read many comments from Alastair Johnston on his role at Rangers.

     

     

    I believe his responsibilities as Chairman were quite different and distinct from what one might regard as the norm for such a role.

     

     

    If you’re a bit cynical about this I would remind you that Rangers Club Secretaries and Non-execs had roles and responsibilities outwith the normal requirements also.

     

     

    Hail! Hail!

  21. Ntassoolla

     

     

    13:17 on 27 February, 2013

     

     

    ‘GG LNS has been struggling with the interpretataion of “lent” for many months.

     

    ______________________

     

     

    Go to the top of the class.

  22. BOBBY MURDOCH'S CURLED-UP WINKLEPICKERS on

    PAUL67

     

     

    Your reply to AULDHEID is precisely the point I was making.

     

     

    My belief,however misguided,is that the FTT(T) decision was taken in a very deliberate manner.

     

     

    The first step on a mighty fall from grace.

     

     

    Step two is LNS and three the UTT(T)

     

     

    Coup de grace is Charlie looking out his Adidas Gazelles.

     

     

    Have faith,Scotland is not yet independent. The Huns are still subject to UK jurisdiction.

     

     

    (Crosses fingers….)

  23. ASonOfDan @13:20 I note the weasel words which seek to distance the guy from what he did and from responsibility for what he did;

     

    ” … this disease flourished in Hungary, and I caught it too like so many others.”

  24. The Battered Bunnet on

    Paul’s introduction of the issue of the Fiduciary Duties owed to shareholders of RFC plc, SPL and SFA is apposite in light of the confirmation that the SPL Commission will publish its findings tomorrow.

     

     

    Should Rangers be exonerated or only midly admonished by the SPL Commission, for example find that there were some ‘administrative oversights’ but little more than that, then the Fiduciary issue has no currency and will melt away naturally.

     

     

    If, on the other hand, the Commission finds Rangers guilty of breaches of rules at a serious and organised level over many years, as the FTT opinion suggests repeatedly, then there will be some stark consequences for those who directed the affair, and a near-biotic crisis for the Game in Scotland.

     

     

    It is worth reflecting on the enormity of such an outcome for the Game in Scotland, set against the relatively quick timescale taken by the Commission to reach and write up the decision. I think if I was about to light the blue touchpaper under Hampden Park, I’d be exquisitely sure that I was doing the right thing.

  25. This has dragged on so long I’ve kinda lost track a bit, could one of you brighter posters enlighten me,

     

    LNS findings to be made public tomorrow, will they include (if found proven) penalties or is that the role of the governing body?

     

    Is there a right to appeal the findings and any subsequent penalties?

  26. danso_1888

     

     

    More corruption, someone should asked Chuckles how he knew imo, who told him.

     

     

    HH