The resignation of Craig Mather and Bryan Smart from the board of Rangers International PLC, in the wake of a damaging court defeat and a fiasco over the weekend, when inappropriate statements were issued on the club’s web site which did not adhere to stock market rules, leaves the company in a remarkable situation, indicated by a stock market notice this morning:
“The company, working with its advisers, will now seek to strengthen the board… to meet the standards required for an AIM company”.
Note the phrase “working…. to meet the standards required for an AIM company”.
After another director, Ian Hart, bailed out last week, and former chairman, Walter Smith, walked away two months ago, the company only has two directors left, FD Brian Stockbridge and non-exec James Easdale.
I believe an AIM company needs one more non-exec than executive directors. Easdale is a significant shareholder, meaning there is no independent non-exec on the board able to become chairman.
The normal course of business is to appoint a director before you resign, or dismiss an existing director, to ensure the company has the necessary quorum to carry out its business. If the company is not compliant in this respect, the board does not have the authority to subsequently appoint a director, nor can it call a General Meeting (Annual or Emergency).
If we take a step back from the immediate actions we could note that the main players in the phoenix have now left the stage, after being well compensated. Brian Stockbridge is left holding the power-down switch of the deserted White Star Line flagship.
In the event that a serious trading position lies ahead, the men who created it can point to the disruptive actions by the Rebellious Requisitioners (who don’t have a single vote more than they had yesterday), from the safety of their various chateaus. They’ve gone, the patsys are in place…..
As always with this story, when an action is grabbing all the attention, look for what is happening offstage. Our Hero has been playing his cards close to his chest recently.
Order Sean Fallon: Celtic’s Iron Man, below:[calameo code=00039017122aafd9859a6 lang=en page=126 hidelinks=1 width=100% height=500]