WELCOME & INTRODUCTIONS MINUTES FROM AGM 2012 CHAIRMAN’S REPORT TREASURER’S REPORT RE-ELECTION OF DIRECTORS AUTHORISATION FOR APPOINTMENT AND REMUNERATION.

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Presentation transcript:

WELCOME & INTRODUCTIONS MINUTES FROM AGM 2012 CHAIRMAN’S REPORT TREASURER’S REPORT RE-ELECTION OF DIRECTORS AUTHORISATION FOR APPOINTMENT AND REMUNERATION OF AUDITORS APPROVAL AND ADOPTION OF TRUST STRUCTURE ADOPTION OF NEW ARTICLES AND MEMORANDUM OF ASSOCIATION APPROVAL OF NEW RULES 15 MINUTE BREAK Q&A

2011/ /11 £ £ Turnover 2,543 1,930 Administration expenses 11,291 3,815 Operating (loss)/ profit (8,748) (1,885) Interest receivable 2 3 Loss before taxation (8,746) (1,882) Tax on loss on ordinary activities - - Loss for the financial period (8,746) (1,882)

Administrative expenses 2011/ /11 £ £ Printing, stationary and postage Subscriptions: Supporters Direct Promotional costs Website Development Legal and Professional fees 9,610 2,236 Accountancy Fees Total £ 11,291 £3,815

OBJECTIVES To manage the three companies, in a way that gives stability, but allows members a route to joining the Trust board and then the subsidiary boards (after 12 months) To manage the three companies, in a way that gives stability, but allows members a route to joining the Trust board and then the subsidiary boards (after 12 months) To prevent the hijacking of either subsidiary board To prevent the hijacking of either subsidiary board To ensure that AP and TG are not sold unless a significant percentage of supporters agree To ensure that AP and TG are not sold unless a significant percentage of supporters agree

PROPOSAL Trust board elected as current (annual 33% retirement) Trust board elected as current (annual 33% retirement) Subsidiary boards appointed by Trust Board, with a majority of Trust Directors Subsidiary boards appointed by Trust Board, with a majority of Trust Directors Trust Directors to qualify for subsidiary boards after 1 year Trust Directors to qualify for subsidiary boards after 1 year Other non Trust Directors to be co-opted on to subsidiary boards based on skills and experience. Other non Trust Directors to be co-opted on to subsidiary boards based on skills and experience.

BACKGROUND Founder Shareholders were given “enshrined rights” Founder Shareholders were given “enshrined rights” Founder Shares were in WWFC Founder Shares were in WWFC Enshrined rights did not specifically prevent sale of AP Enshrined rights did not specifically prevent sale of AP As Founder members die or lapse, Trust takes control of shares As Founder members die or lapse, Trust takes control of shares

BACKGROUND Over time, Trust will own a majority of Founder shares Over time, Trust will own a majority of Founder shares Therefore in theory, if Trust hijacked then subsidiaries and therefore AP become vulnerable. Therefore in theory, if Trust hijacked then subsidiaries and therefore AP become vulnerable.

PROPOSAL New category of Trust membership (Legacy Membership) to be established New category of Trust membership (Legacy Membership) to be established Qualification will be as for founder shareholders (season ticket holder for more than 3 seasons) Qualification will be as for founder shareholders (season ticket holder for more than 3 seasons) For a very short period, any season ticket holder or any supporter who has held a gold membership for the last two seasons will also qualify For a very short period, any season ticket holder or any supporter who has held a gold membership for the last two seasons will also qualify “Hard rights” will be granted to Legacy members and will need approval of 75% of all Legacy members “Hard rights” will be granted to Legacy members and will need approval of 75% of all Legacy members

PROPOSAL Hard rights to include sale of AP or TG, allowing majority stake holding in WWFC Hard rights to include sale of AP or TG, allowing majority stake holding in WWFC Additional “soft rights” will be granted to all Trust members Additional “soft rights” will be granted to all Trust members Soft rights to include:- changing of the quarters, changing strip more frequently, naming rights to Stadium etc (suggestions very welcome) Soft rights to include:- changing of the quarters, changing strip more frequently, naming rights to Stadium etc (suggestions very welcome)

PLANNED OUTCOME Veto of key issues spread across significant number of supporters Veto of key issues spread across significant number of supporters Route for Trust members to join Trust Board and then subsidiary boards (subject to 12 month qualification) Route for Trust members to join Trust Board and then subsidiary boards (subject to 12 month qualification) Stable management team for all 3 entities Stable management team for all 3 entities Right of veto for Trust members on key “emotional” issues Right of veto for Trust members on key “emotional” issues EGM calling clause if majority of members request EGM calling clause if majority of members request