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. The “safe song book” The Rangers will be giving out to their fans is to be titled ‘The 1690 Symphony in A Minor (Division)’

  2. TBB

     

    Id sugest Whatever the outcome of LNS investigation, the ramifications for Scottish football are huge.

     

    Cheats- deal with them

     

    Admin error(s) – the baws burst

  3. ntassoolla

     

    13:17 on 27 February, 2013

     

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

     

    ————-

     

    It’s far too early for me to provide a response worthy of your erudite response.

  4. Tomorrow will either herald the rebirth of Scottish football or sound the death knell.

     

     

     

    The way the Ibrox directors treated the FTTT Commission was similar to the way their predecessors treated the Inquest into the Ibrox Disaster.

     

     

    They lied and obstructed on both occasions.

     

     

    It is their Cuture, don’cha know!

  5. Been told by someone that he’s been told by someone he thinks is in the know that Green is saying there will be no stripping of titles.

     

     

    Personally I’d rather wait to hear what Owen Coyle’s granny has to say about it.

  6. If green new all those weeks ago [he was specific on date] what else has the bold charlie been told? he is adamant they are his titles because he bought them [buying titles mmmm]and no one is taking them.

  7. miki67 .@ 13 19 .

     

     

    Oopla !.

     

     

    Thought about that afterwards and rationalized it away by thinking that the Furry Freak was called Franklin and the Angel -Frank. I am easily confused these days .

     

     

    Saw a Furry Freak Brothers comic in a flea market recently [ whilst digging for choons ] Titled — The Idiots Abroad——-a wee romp which includes Fat Freddy getting involved with some terrorists in Scotland.

  8. TBB @ 13:25,

     

     

    This is a good point, now where does it stand in the said incumbants defence, a big boy did it and ran away.

     

     

    After all the big boy was the majority shareholder.

     

     

    While on the subject what is the position regarding Mr King? A significant shareholder and investor yet a Non-executive Director, is this standard?

  9. Can someone answer this for me:

     

     

    If LNS finds them guilty of wrongdoing, will those who were in charge at the time face any consequences???

  10. thomthethim

     

     

    13:35 on 27 February, 2013

     

     

    ‘Tomorrow will either herald the rebirth of Scottish football or sound the death knell.

     

     

    The way the Ibrox directors treated the FTTT Commission was similar to the way their predecessors treated the Inquest into the Ibrox Disaster.’

     

     

     

     

    It wasn’t an inquest, it was an action for damages by one of the widows.

     

     

    But yes, the parallels are so close it’s difficult not to conclude there’s something rotten at the heart of their culture.

  11. che

     

     

    13:31 on

     

    27 February, 2013

     

    TBB

     

    Id sugest Whatever the outcome of LNS investigation, the ramifications for Scottish football are huge.

     

    Cheats- deal with them

     

    Admin error(s) – the baws burst

     

     

    Will be interesting to see the other clubs response if it comes back as an admin error .

     

    More interesting will be the response of the supporters of all other teams , the baws burst doesn’t even come close .

  12. Paul 67-To the best of your knowledge,will punishment (if any) be handed out tomorrow? Can the verdict be appealed ?

  13. Does anyone think it is possible or even likely that SOME punishment will come their way but not as much as they deserve?

     

     

    Expulsion from the Scottish cup and league cup for two years or some other rubbish.

     

     

    I don’t mean paltry fines. Who would pay them in any case?

     

     

    I can see some devil in the detail nonsense coming out tomorrow which makes them guilty but only loses them one or two titles, not the lot they should lose if they have indeed contravened footballing rules.

     

     

    Given the length of time they took to give LNS their information how much of it actually landed on his desk and how much didn’t?

     

     

    We know the cast of Reservoir dogs “mislaid” documentation.

     

     

    What else did this commission actually see and was it what we all saw on RTC and elsewhere?

     

     

    Many more questions to come out of this I think.

     

     

    I’m not confident that they’ll be punished or even found guilty to the level that we think they deserve to be based on the evidence of our own eyes and the minority view from the FTT which did show the football authorities were not given all the paperwork they should have been.

  14. Steinreignedsupreme on

    Based on the info someone posted here a couple of weeks back about Chuckles telling people on his tour of Sevconia that the result of the LNS enquiry would be 28 February, I fully expect bad news in terms of punishment – anything else will be a bonus.

  15. “Right Mr Smith, you know that money you lent the government, that £250k in government bonds? There’s a QC doon in England says they don’t huv tae piy it back.”

     

     

    Might such a little crab apple sweeten his judegment in favour of the government in HMRC v Rangers?

     

    “Sorry lads. Ah’ve a few quid ridin oan this yin. Yeez wur wrang.”

  16. If Rangers (Liquidated) get away with this then I can’t see me going back to the fitba. As much as I love the Hoops this would just confirm we will never have a level playing field.

     

    My old man used to say that we had to be 30% better than them to win anything. This verdict may indeed confirm that is the case. Hoping for a good result but expecting a bad one with this.

     

     

    LB

  17. James79-It’s a good question,I think Directors of a company knowingly trading while insolvent,can be held accountable,I think ! HH

  18. Lunacy on FF, this is clear irresponsible rabble rousing, lets hope the focus from Strathclydes finest is where it needs to be

     

     

    Tomorrow at 1pm we go to war

     

    All infighting between us will be put aside. The hampden March will be like a tea party compared to our response as the collective Rangers might comes together as one arguably for the first time.

     

     

    Everyone of us will have a duty, from the hierarchy at the club, to the intelligence and single will our bloggers and supporters leaders must display, to the rest of us with feet on the street.

     

     

    I hope as promised the RFFF are ready. No more appeasement, no more hiding.

     

     

    We’re coming for you the ‘bad people’. As Hately let slip in his interview with talksport, Coisty told him what has happened behind the scenes at the SFA and in his word bad people going our of their way to do bad things to Rangers.

     

     

    Every sponsor will be targeted, every backer as part of this Kangaroo court.

  19. Why the doom and gloom regarding the verdict?

     

    I believe they, the club formerly known as Rangers, will be fined for numerous offences and the amount will be added to the list of debts to be ignored by MSM, Chuckles and the fans of SEVCO.

     

    A tread and drive carefully warning will be issued as roads and streets will be strewn with fans of Oldco burying their heads in whatever soft ground is available.

  20. If the verdict goes against them, and fingers crossed it will, will they have the right of appeal? I remember reading most of the Italian clubs appealed and eventually got lesser penalties than originally punished. This will run on for a bit yet I reckon, no matter what happens.

  21. Snake it wouldn’t surprise me either sadly.

     

     

    But I’m hoping for the best here.

     

     

    Scottish Football deserves some respect, thems being properly found out, called out and shipped out is the only appropriate conclusion.

  22. Thanks bada

     

     

    I just don’t think it’s right that the owners and directors get away with screw**g everyone!!!

  23. !!Bada Bing!!

     

     

    James79-It’s a good question,I think Directors of a company knowingly trading while insolvent,can be held accountable,I think ! HH

     

     

    Completely different issue. BDO as liquidators of Rangers have powers to sue directors for damages which can be added to the creditors point in cases where directors have knowingly traded while there was no realistic prospect of avoiding winding up proceedings. trading while insolvent is not a crime persay as companies may be technically insolvent but have the ability to trade their way out of it.

     

     

    In terms of this, from a football point of view if directors knowingly (or not) broke rules that are so severe, the SFA would be within their power to ban them from holding positions of power again. Doubt any criminal charges would be possible.

     

     

    Mort

  24. Tomorrow is massive day for me.

     

     

    I love Celtic have followed them since I could walk. Been through great times , made many friends and seen the highs and lows.

     

     

    I am incredibly fortunate to be able to go weekly with my 77 year old Dad and sons – where else do you get 3 generations together with a common purpose on a weekly basis.

     

     

    However – if tomorrow is a sweep it under the carpet job I will really struggle to continue to go along to any SPL / SFA cup games ever again. I may as well buy tickets to the WWE wrestling, as the “sport” would indeed not be sport.

     

     

    So while I am desperate for the right result and that for me means title stripping, if it goes the other way then I tihnk it’s over.

     

     

    Everything crossed.

     

     

    Seville67