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. BMCUW

     

    I couldn’t reply to your email today so done it to your mobi, Can you let me know if you received it please.

     

    Cheers

     

     

    V

  2. Vmhan

     

    JJ

     

     

    Gnats pee is stronger…..git the magners and Guinness intae ye…..then there’s a nice red, champers and jelly and ice cream…..

  3. channelislandcelt on

    kikinthenakas @17:50

     

     

    If your tuppence worth is proved to be correct……….it will be worth millions to me !! :)

     

     

     

    HH.

  4. peace at last, three screaming excited girls away to see 1Direction;

     

    keep me informed re the hoops said mini on her way out..

     

     

    thats ma ghirl…

  5. Commonwealth Games regeneration of Glasgow continues apace. Brilliant and not a sign of a £700 million casino to be seen, although I hear that Charles green is putting a one armed bandit in the dressing room, to go with the no brained bandits who are already there!

     

     

    http://tinyurl.com/c7l7jur

     

     

    Right off to game.

     

     

    Hail hail

     

     

    Estadio

  6. ASonOfDan,

     

     

    I don’t know the answer to that. I would have assumed it would have been mentioned, but I only read one paper and never the rags that these particular hacks proselytize in. I’ll see if I can find out.

     

     

    Hail Hail

     

     

    Estadio (half way out the door)

  7. @Barcabhoy1 @BartinMain @THE_TBK The fact that Chuck knew the date of the LNS announcement doesn’t sit well. Thoughts?

  8. Gene's a Bhoys name on

    Has chuckie offered murray park as training facilities for any country bar scotland for the commonwealth games – and of course free use of his mega casino

  9. tractorbhoy

     

     

    Willie Waddell also made statements that RFC would abandon it’s sectarian signing policy with immediate effect, which at the time gave rise to the Jungle chant of;

     

     

    “Waddell’s a liar”

     

     

    “Waddell’s a liar”

     

     

    They didn’t of course, and the ole Celtic support we’re canny.

     

     

    Hail Hail

  10. @BartinMain Ok forget the exact date, he still knew weeks in advance when it would be announced.That is highly suspect imo.

  11. Gene's a Bhoys name on

    Hen1rik

     

    I am sure that on e one of the bbc phone ins one of the pundits said 28th feb – might have been spiers

  12. Wee Chick pleading on behalf of his favourites,pathetic stuff.”They have had an absolute kicking “

  13. Do you know what’s annoying me more, the zombies are saying we resign from league if titles are stripped, FFS you cheated accept it like men and move on.

     

    The way that lot are going on we would be better not having rules.

  14. What do they need to do, Chic, before you accept that they are getting what is coming to them? How much lower do they have to go?

  15. My tuppence worth!

     

     

    I believe the zombies will be found guilty as charged, however, I think they will escape punishment. LNS will bottle punishing them,and, as it’s an SPL inquiry, any decision is irrelevant as they wont be there for a few years.

     

     

    I sincerely hope I’m wrong.(on the punishment part)

     

     

    Strangely enough, STV seem to be concentrating on the possible punishments awaiting them.

     

    Hope springs eternal.

     

     

    HH

  16. They know the verdict in my opinion and those of us expecting titles cups to be removed will be disappointed, they will be found guilty with minimal punishment as it was oldco, another decision on a par with the FTTT, wont matter what happened to other clubs who forgot to double sign team sheets, the rules are there to be bent by them and their reincarnation.

     

    However I hope I am completely wrong.

  17. Glendalystonsils likes a mr whippy with his lime green jelly on

    High noon tomorrow………do not forsake me oh my Nimmo.

  18. We never done it ! were not to blame ! everyone is kicking us ! everyone is obsessed with uz ! Haven’t we been punished enough ! Who are these people ! Papist sfa lawell Hmrc orchestrated campaign against uz !! Blah blah blah !!!! Not a smidgen of Humility on SSB !!!

  19. The most nauseous thing for me in the orcs debacle

     

    any other club would be destroyed gung ho

     

    hope all scottish clubs realise this

  20. I can wait for another 18 hours before making comment on LNS et al.

     

    I have, however put together a wee emerald green based outfit for work tomorrow.

  21. Lol ! Lol ! No one likes uz we don’t care !!! Pack up a go to England to escape the Persecution lol !!!

  22. This is a Celtic issue alright…… I hereby demand wee Oscar’s strength, courage, fortitude and general all-round beatuful spirit. Well, at the very least, I’m adopting him as a rôle model.

     

    My G.P. came round to casa miki today to give me the news in comfortable surroundings.

     

    I have defintely got malignant lung cancer and the prognosis is not good.

     

    But you know what? Worse things happen at sea (I’ve seen “Life of Pi”). I will get this under management with a good treatment plan, and I’ll be here for many more years to come.

     

    Besides, I just gotta see t’rankers expire…….again.

     

    And tonight I’ll be watching as The Mullet & his cut-throats get the filthy o.o. knuckle shuffling with the mibs well and truly mangled.

     

    COYBIG!!!