Fiduciary responsibility and lack of candour

393

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. Challs should bring out a Sevco Blackadder La La La La kit,complete with pencils for nostrils and a wee Union Jack hankie for the heid.La La La La La………

  2. if they escape title stripping [for there cannot be any other possibility] then anyone who stays with the scottish game of football should forever shut up about bias and corruption

     

    because if you stay with it then by paticapating you condone it and actually accept it, and for me anyway that will be an even bigger crime, just my opinion .

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

    kikinthenakas

     

     

    17:50 on 27 February, 2013

     

     

    I HOPE YOU’RE RIGHT

  4. Gene's a Bhoys name on

    Miki67

     

    Your posts are inspirational given your circumstances – i am sure i wouldn’t have your courage. You will be in my prayers.

     

     

    YNWA

  5. We’ve been punished enuff!

     

     

    Stoap it!

     

     

    Sno’ fair!

     

     

    Wee arra’ peepul!

     

     

    It’s a timmy conspiracy – so it is!

     

     

    Anyways wur goin’ tae Engerland tae play!

  6. 67Heaven ... I am Neil Lennon..!!.. Ibrox belongs to the creditors on

    bournesouprecipe

     

     

    18:38 on 27 February, 2013

     

     

    Oh, my God …..I remember Alleevio……Arrrrrgggghhhhh

  7. Gene's a Bhoys name on

    Foster , matthews, rogne,wanyama, izzi, forrest , kayal, rogic, commons, sammaras, stokes

  8. Good evening CHAMPIONS

     

     

    miki67

     

     

    You know I absolutely love your posts, and laugh at them regularly, but, you stay strong and keep me laughing for years to come. YNWA.

     

     

    Weefra HH

  9. Matthewsand Sami return

     

    Rogic starts

     

    Hooper on the bench

     

     

    1 hour till the entertainment begins.

  10. Celtic starting XI to play Motherwell: Forster; Matthews, Rogne, Wanyama, Izaguirre; Forrest, Kayal, Rogic, Commons; Samaras, Stokes (MH)

     

    Subs: Zaluska, Ambrose, Lassad, Ledley, McCourt, McGeouch, Hooper (MH)

  11. Coming to a blog near you

     

     

    WHEN WORLDS COLLIDE.

     

     

    HIGH NOON

     

     

    28th Feb

     

     

    Watch in amazement as Reality collides with Emotion after travelling through Celtic cyberspace for at least 10 years.

     

     

    See reason battle with feelings as Reality invades feelings territory.

     

     

    Outcome uncertain.

  12. PeterScarff

     

    18:41 on

     

    27 February, 2013

     

    A mate of mine when asked at an interview what his hobbies were told the panel – dummy fighting and best man fall.

     

    ——————————————————————————————–

     

    Brilliant ,he was still getting the job till he mentioned ‘catholic school’

  13. Thanks ,Neil.. Bhoy..

     

     

    Tom Terrific.. gets a Start.. Ledley oan the Bench..

     

     

    But..

     

     

    Wot.. Nae . Watt?

     

     

    Sorry, Mr. Chad.

     

     

    Hmmmmmmmmmm

     

     

    Kojo

     

     

    Still.. Laughin’… though

  14. FAVOURITE UNCLE on

    connaire12

     

    17:45 on

     

    27 February, 2013

     

    Favourite Uncle

     

     

    ARCHBISHOP TARTAGLIA has been appointed acting CARDINAL for all of SCOTLAND.ex MUNGO BHOY.

     

     

    The Archbishop has been appointed Apostolic Administrator of St Andrews and Edinburgh. No such post as acting Cardinal exists. Being a Cardinal does not give one jurisdiction over any other diocese than the one to which one is appointed. At the appointment of an new Archbishop to St Andrews and Edinburgh the task of Apostolic Administrator ceases.

     

    aye ok pal.”THATS ME TELT”i only posted what my wife told me.my son was the first baby he baptised .so there. ok palomine ps don’t remember you posting before but songs and poppies and falling gates and g.b and polis bla bla bla are not your strong point.are you that bloke BRUCE who does all the talking on SKY.pps guess you did not go to the mungo. “

  15. Miki67

     

     

    You are truly an inspirational fella, so sorry to hear about your news but if humour and tenacity have anything to do with it I am convinced you will triumph.

     

    Thoughts and prayers with you and Mrs Miki67

  16. tractorbhoy

     

     

    17:51 on 27 February, 2013

     

     

    Regarding Willie Waddell and his ending of his clubs policy on RC’s. This man was as steeped in the hatred of RC’s as any on the terraces of Ibrokes, he was proud of their tradition( part of which was no RC’s) and said so often.

     

    ________________________

     

     

    I am going to assume that you know that Willie Waddell was the guy who sponsored Sean Fallon when the Celtic legend applied to be a member of Pollok Golf Club at a time when that might have been a problem..

     

     

    Maybe he did not know Sean’s background.

     

     

    Aye, Right.

  17. Trepidation amongst the Huns is reaching unprecedented levels.

     

     

    If justice is done tomorrow I fear their perma-rage may take down the interweb entire.

     

     

    I will hopefully be logging into FollowFollow to indulge in some schadenfreude but expect the site to be obscured by virtual steam.

     

     

    C’mon Nimmo Smith – dae yer joab!

  18. Miki67 you are an inspiration to this blog. If it is any help my mate was diagnosed with the same over 2 years ago and he is still here with us, still enjoys his vodka and a good night out. So you my friend keep fighting the fight and you will enjoy thems demise again and the Bhoys go from strength to strength.

     

    KTF your in all our thoughts and prayers mate.

     

     

    HH

  19. Tonight’s Game is no Fur Sammi

     

     

    He canny hack it agin the S.P.Lers..

     

     

     

    Kojo

     

     

    Still, Laughin’