Confirmed Transfers (at Board level)

[ExiledAjax]

Just a couple of changes filed at Companies House yesterday and today.

Doug Harman's departure from the boards of Bristol City Holdings Ltd and Bristol City Football Club Ltd was announced a few weeks ago, but formally went through yesterday.

It had been assumed that Jon Lansdown would be left as the only director of Bristol City Holdings Ltd, but in the end the Club have appointed Gavin Marshall to be the second director at holding company level (effective as of today). Marshall is already a director of Bristol City Football Club Ltd, Bristol City Women Football Club Ltd, and Ashton Gate Ltd, and so he is now the only person to hold a directorship of all 4 of the 'football' companies in the group.

At the time of writing no one has replaced Harman on the board of Bristol City Football Club Ltd, and so that company, which is essentially the Football Club that we all support, now has a board of three - Richard Gould, Jon Lansdown, and Gavin Marshall.

Lisa Knights has been appointed to the board of Ashton Gate Limited (effective as of today), where she joins Marshall, Lansdown, Mark Kelly and Martin Griffiths to make that a board of 5.

So the football side of Pula Sport Ltd's subsidiaries now looks like this:

Bristol City Holdings Ltd

Jon Lansdown, Gavin Marshall.

Bristol City Football Club Ltd

Jon Lansdown, Gavin Marshall, Richard Gould.

Bristol City Women Football Club Ltd

Gavin Marshall, Richard Gould, Lisa Knights, Michael Jones, Kevin Hamblin, Rosie Hadrill. 

Ashton Gate Ltd

Jon Lansdown, Gavin Marshall, Martin Griffiths, Mark Kelly, Lisa Knights.

Is this good corporate governance for a Championship club (with supposed Premier League ambition) and a turnover of £15m? It's probably just about ok, but could easily be much better. Ideally I think we'd have boards of 5 across the 4 entities. 3 Exec directors and 2 Non-execs on each board, and at least 2 of these 5 should be considered "independent" of Steve Lansdown (the Fan-Led Review recently recommended 30% independent representation). Jon Lansdown to formally be non-exec only in every case, and he is most certainly not 'independent' - again I refer to the FLR which said very clearly that "...an independent director should have no close association with the club owner, whether in a personal or business context". Note that this is likely to become the minimum expected standard, and would reflect relevant codes such as Sport England's code for governance, and also codes used by stock markets and other regulated industries.

As an aside, it's odd that the Women's club, which has the lowest turnover, and is the least public of the entitles, is the one with the best spread of experience, numbers, and the only one not to feature the UBO's son on its board. Why should the other companies not reflect that very good balance of directors?

[Monkeh]

53 minutes ago, ExiledAjax said:

Just a couple of changes filed at Companies House yesterday and today.

Doug Harman's departure from the boards of Bristol City Holdings Ltd and Bristol City Football Club Ltd was announced a few weeks ago, but formally went through yesterday.

It had been assumed that Jon Lansdown would be left as the only director of Bristol City Holdings Ltd, but in the end the Club have appointed Gavin Marshall to be the second director at holding company level (effective as of today). Marshall is already a director of Bristol City Football Club Ltd, Bristol City Women Football Club Ltd, and Ashton Gate Ltd, and so he is now the only person to hold a directorship of all 4 of the 'football' companies in the group.

At the time of writing no one has replaced Harman on the board of Bristol City Football Club Ltd, and so that company, which is essentially the Football Club that we all support, now has a board of three - Richard Gould, Jon Lansdown, and Gavin Marshall.

Lisa Knights has been appointed to the board of Ashton Gate Limited (effective as of today), where she joins Marshall, Lansdown, Mark Kelly and Martin Griffiths to make that a board of 5.

So the football side of Pula Sport Ltd's subsidiaries now looks like this:

Bristol City Holdings Ltd

Jon Lansdown, Gavin Marshall.

Bristol City Football Club Ltd

Jon Lansdown, Gavin Marshall, Richard Gould.

Bristol City Women Football Club Ltd

Gavin Marshall, Richard Gould, Lisa Knights, Michael Jones, Kevin Hamblin, Rosie Hadrill. 

Ashton Gate Ltd

Jon Lansdown, Gavin Marshall, Martin Griffiths, Mark Kelly, Lisa Knights.

Is this good corporate governance for a Championship club (with supposed Premier League ambition) and a turnover of £15m? It's probably just about ok, but could easily be much better. Ideally I think we'd have boards of 5 across the 4 entities. 3 Exec directors and 2 Non-execs on each board, and at least 2 of these 5 should be considered "independent" of Steve Lansdown (the Fan-Led Review recently recommended 30% independent representation). Jon Lansdown to formally be non-exec only in every case, and he is most certainly not 'independent' - again I refer to the FLR which said very clearly that "...an independent director should have no close association with the club owner, whether in a personal or business context". Note that this is likely to become the minimum expected standard, and would reflect relevant codes such as Sport England's code for governance, and also codes used by stock markets and other regulated industries.

As an aside, it's odd that the Women's club, which has the lowest turnover, and is the least public of the entitles, is the one with the best spread of experience, numbers, and the only one not to feature the UBO's son on its board. Why should the other companies not reflect that very good balance of directors?

Doesn't make much difference when majority shareholder and owner is Steve lansdown,

He calla the shots

[Kid in the Riot]

4 minutes ago, Monkeh said:

Doesn't make much difference when majority shareholder and owner is Steve lansdown,

He calla the shots

Other clubs have better, more egalitarian governance and corporate structure than us though.

This just demonstrates (what we already know tbf) that Steve is the only show in town. I mean the Holdings co is as flimsy as it gets, his son and the club accountant! 

Looking at it another way, the decks are clear for any future investment and directors to come on board...

[ExiledAjax]

48 minutes ago, Monkeh said:

Doesn't make much difference when majority shareholder and owner is Steve lansdown,

He calla the shots

Is the cynical view sure. 

Legally though directors have statutory and fiduciary duties to act in the interests of the company for the benefit of shareholders as a whole. At Holdings company level that does still (to SL's chagrin) include fans, and the supporters club and trust. Directors also have a duty to make independent judgment - ie don't be controlled by someone else - and that includes a majority shareholder, and it includes your dad. So Jon and Gavin, as directors of Holdings, should be acting independently of Steve, whilst also acting in his interests (more specifically in Pula Sports interest) and also in the interests of the other shareholders. Sure Pula Sport can outvote everyone else, and can pass ordinary and special resolutions without opposition, but the legal principles and duties that surround the directors remains.

As it stands I pretty much agree with you that it would be pretty hard to convince anyone that the board of Holdings (and to an extent Football Club) is truly independent of SL/Pula and doesn't just act in their interests alone.

In time we might see regulation enforce some corp gov requirements upon the structure of the club. Until then we can just watch and query where possible.

40 minutes ago, Kid in the Riot said:

This just demonstrates (what we already know tbf) that Steve is the only show in town. I mean the Holdings co is as flimsy as it gets, his son and the club accountant! 

I had honestly been told by someone who would know for certain, that there was originally no intention to replace Harman on holdco's board. They really were going to go on with just JL as sole director. There's at least been a change of heart there, and there's a need for a second signature now, although it's still far from a proper board in line with good corp gov recommendations.

Tbh the Football Club isn't much better either. The UBO's son, old accountant mate, and a guy who he pays £350k a year to.

Edited June 1, 2022 by ExiledAjax

[Kid in the Riot]

53 minutes ago, ExiledAjax said:

Is the cynical view sure. 

Legally though directors have statutory and fiduciary duties to act in the interests of the company for the benefit of shareholders as a whole. At Holdings company level that does still (to SL's chagrin) include fans, and the supporters club and trust. Directors also have a duty to make independent judgment - ie don't be controlled by someone else - and that includes a majority shareholder, and it includes your dad. So Jon and Gavin, as directors of Holdings, should be acting independently of Steve, whilst also acting in his interests (more specifically in Pula Sports interest) and also in the interests of the other shareholders. Sure Pula Sport can outvote everyone else, and can pass ordinary and special resolutions without opposition, but the legal principles and duties that surround the directors remains.

As it stands I pretty much agree with you that it would be pretty hard to convince anyone that the board of Holdings (and to an extent Football Club) is truly independent of SL/Pula and doesn't just act in their interests alone.

In time we might see regulation enforce some corp gov requirements upon the structure of the club. Until then we can just watch and query where possible.

I had honestly been told by someone who would know for certain, that there was originally no intention to replace Harman on holdco's board. They really were going to go on with just JL as sole director. There's at least been a change of heart there, and there's a need for a second signature now, although it's still far from a proper board in line with good corp gov recommendations.

Tbh the Football Club isn't much better either. The UBO's son, old accountant mate, and a guy who he pays £350k a year to.

It's really poor and a not insignificant reason as to why we have been pretty poor throughout SL's tenure despite enjoying significant financial backing. I remember looking at the make-up of Burnley's board pre-takeover, and they had 5 local businessman types on their board. Mind you, the last decision they appear to have made, doesn't look a very good one. 

[ExiledAjax]

48 minutes ago, Kid in the Riot said:

It's really poor and a not insignificant reason as to why we have been pretty poor throughout SL's tenure despite enjoying significant financial backing. I remember looking at the make-up of Burnley's board pre-takeover, and they had 5 local businessman types on their board. Mind you, the last decision they appear to have made, doesn't look a very good one. 

A further 15,305,640 shares in Holdings has just been allotted (and in Football Club Ltd up to Holdings to flow it all through). Presumably the now traditional annual conversion of debt into equity for Pula Sport. For all the critique of corp gov, old man Steve does put his hand in his (theoretical) pocket by writing off debts.

On the subject of boards looking good and then making bad decisions. I, and the law, are both of the view that you will never be able to stop human beings from making decisions that seem correct at the time, and prove to be bad in the future. Burnley's old directors do seem to have made a misstep - but so long as they acted in accordance with their duties (and obviously are not acting fraudulently or otherwise criminally), the law and most governance guidance would forgive them a mistake. Punishing mistakes will lead to a board paralysed by fear or regulation, and no one wants that. Good corp governance isn't about eradicating the opportunity for mistakes to be made, it's about setting up your companies so that you have good checks and balances, so hopefully leading to fewer, or less serious mistakes.

Edited June 1, 2022 by ExiledAjax

[Ivorguy]

Significantly no directors representing the SL emphasis on the wider Bristol community, unless I am mistaken.  No fan representation either, of course.

This looks very autocratic in my view.  One day we may get just a whiff of democracy in our ‘community club’.

 

One suggestion to broaden representation on City Board - Scotty Murray.  

[Bristol Rob]

What skills do they all bring to the party that will enable them to help make strategic and leadership decisions?

Mark Kelly we all know has extensive experience in hotels, hospitality, events and was in place during the stadium rebuild and has gone on to help oversee the success of the facility, so clearly that appointment is an obvious one that requires no explanation.

You could argue that JL has been in place long enough now that there is probably a bit more going on than overseeing dubious shirt designs, so benefit of the doubt given there.

RG again, proven track record so an obvious appointment.

The lower profiles of the others just stirred a bit of curiosity in me, I don't know anything about them, are their backgrounds law, finance, IT, sport, etc? Not knocking any one, just wondering what they bring to the party.

Edit: Forget that, forgot I knew I'd heard of Lisa. Background in broadcasting/communication, and I would guess by proxy; PR.

Edited June 1, 2022 by Bristol Rob
Billy Piper.

[Bristol Rob]

12 minutes ago, Ivorguy said:

Significantly no directors representing the SL emphasis on the wider Bristol community, unless I am mistaken.  No fan representation either, of course.

This looks very autocratic in my view.  One day we may get just a whiff of democracy in our ‘community club’.

 

One suggestion to broaden representation on City Board - Scotty Murray.  

Ah yes, the man who picks up the pants from the dressing room floor! Just what every company needs at board level.

(Wondering how long it will be until someone decides to get outraged over a comment that clearly isn't serious. Proper ledge is our Scotty, and his community work is astonishing)

[ExiledAjax]

1 hour ago, Ivorguy said:

One suggestion to broaden representation on City Board - Scotty Murray.  

Scotty would, I think, be better suited to a shadow board rather than a full directorship. There's also a question of would he accept the appointment, and with it the obligations that corporate directors are under. I understand why you suggest the name, but he's probably not the guy. 

@Bristol Rob beyond the names you mention, Mark Kelly has been with Ashton Gate Ltd for 5 years. Previous experience is in hotels and other hospitality. I've not heard much bad about him.

Griffiths is, I believe, another of Lansdown's old accountant mates.

Apologies (and presumably congratulations) to Lisa Knights, she is apparently now Lisa Hume.

Maybe @shahanshahan can get us up to speed on who the other directors of the Women's club are, as I must admit I don't know.

I'd say again, it's not the ability or expertise of the directors that I doubt. It's the independence and objectivity that is in question IMO.

Edited June 1, 2022 by ExiledAjax

[chinapig]

51 minutes ago, ExiledAjax said:

I'd say again, it's not the ability or expertise of the directors that I doubt. It's the independence and objectivity that is in question IMO.

The role of non-execs should be to challenge the executive.

But imagine a scenario where an independent non-exec said to Ashton:

"Mark, why are you increasing the wage bill to unsustainable levels?"

"Because Steve told me I could."

"Ok, meeting closed, gin and tonics all round?"

The last thing Steve is going to tolerate is what is in effect criticism of him.

[Kid in the Riot]

1 hour ago, ExiledAjax said:

Scotty would, I think, be better suited to a shadow board rather than a full directorship. There's also a question of would he accept the appointment, and with it the obligations that corporate directors are under. I understand why you suggest the name, but he's probably not the guy. 

@Bristol Rob beyond the names you mention, Mark Kelly has been with Ashton Gate Ltd for 5 years. Previous experience is in hotels and other hospitality. I've not heard much bad about him.

Griffiths is, I believe, another of Lansdown's old accountant mates.

Apologies (and presumably congratulations) to Lisa Knights, she is apparently now Lisa Hume.

Maybe @shahanshahan can get us up to speed on who the other directors of the Women's club are, as I must admit I don't know.

I'd say again, it's not the ability or expertise of the directors that I doubt. It's the independence and objectivity that is in question IMO.

I think you're doing Griffiths a bit of a disservice. His CV demonstrates he's much more than just an account. He too has years of experience in the hospitality and hotel sectors. Him and Kelly are the stand-out off-field appointments made by SL over the years. 

[ExiledAjax]

1 hour ago, Kid in the Riot said:

I think you're doing Griffiths a bit of a disservice. His CV demonstrates he's much more than just an account. He too has years of experience in the hospitality and hotel sectors. Him and Kelly are the stand-out off-field appointments made by SL over the years. 

Fair enough, thanks for giving a better idea of his talents. 

Again, I don't really doubt the ability of people.* It is really about whether there are enough people checking on the execs and making sure that they are - as @chinapig says - challenged. 

[shahanshahan]

3 hours ago, ExiledAjax said:

Maybe @shahanshahan can get us up to speed on who the other directors of the Women's club are, as I must admit I don't know.

I'd only know based on what was said on Companies House, which is what I assume you referred to in your original post.

Am aware that Gavin Marshall is the chairperson, and was the Chief Financial Officer for Bristol Sport - a position which has since been advertised, but he continues with his other roles across the various teams.

My usual club contact when it comes to SCT-related business, is with Grace Williams who is the Operations Manager at City Women, but isn't a board member.

[Kid in the Riot]

17 minutes ago, shahanshahan said:

I'd only know based on what was said on Companies House, which is what I assume you referred to in your original post.

Am aware that Gavin Marshall is the chairperson, and was the Chief Financial Officer for Bristol Sport - a position which has since been advertised, but he continues with his other roles across the various teams.

My usual club contact when it comes to SCT-related business, is with Grace Williams who is the Operations Manager at City Women, but isn't a board member.

Essentially a Nigel Pearson appointment.

[Bristol Rob]

Is the board ticking the diversity box? 

I can see that we have a number of traditionally female names listed on the new structure, but has anyone thought to check how everyone identifies.

[Mr Popodopolous]

Dunno if it's for this thread- feel free to move to the correct one- but the latest "transfer" is £15m of debt to equity. Tweets don't embed properly but via Kieran Maguire.

Edited June 2, 2022 by Mr Popodopolous

[CyderInACan]

16 hours ago, chinapig said:

 

"Ok, meeting closed, gin and tonics all round?"

Always the best way to end any meeting TBF 

[shahanshahan]

14 hours ago, Kid in the Riot said:

Essentially a Nigel Pearson appointment.

Don't necessarily know that. I was told that her predecessor, Lee Billiard (now at Aston Villa Women), was a Mark Ashton appointment.
MA was [apparently] Chairman of the City Women board until he left last year.

[Davefevs]

14 hours ago, Kid in the Riot said:

Essentially a Nigel Pearson appointment.

Yep, was at Watford wasn’t she?  Think a recommendation to help support Lauren Smith.  I really do like the “one club” feel.  It’s probably not important to the men’s first team in reality, but it does no harm.

[Kid in the Riot]

34 minutes ago, shahanshahan said:

Don't necessarily know that. I was told that her predecessor, Lee Billiard (now at Aston Villa Women), was a Mark Ashton appointment.
MA was [apparently] Chairman of the City Women board until he left last year.

Incorrect. Pearson recommended her. 

[petehinton]

3 minutes ago, Kid in the Riot said:

Incorrect. Pearson recommended her. 

Helpfully had just moved to Bristol already for the FAW job too, I work with her girlfriend (at tje time) and managed to get a referral fee when she joined our agency. Everyone’s a winner 

[shahanshahan]

5 hours ago, Davefevs said:

Yep, was at Watford wasn’t she?  Think a recommendation to help support Lauren Smith.  I really do like the “one club” feel.  It’s probably not important to the men’s first team in reality, but it does no harm.

Ah yep, that makes sense regarding when they were both at Watford...

[ExiledAjax]

On 01/06/2022 at 13:21, ExiledAjax said:

So the football side of Pula Sport Ltd's subsidiaries now looks like this:

Bristol City Holdings Ltd

Jon Lansdown, Gavin Marshall.

Bristol City Football Club Ltd

Jon Lansdown, Gavin Marshall, Richard Gould.

Bristol City Women Football Club Ltd

Gavin Marshall, Richard Gould, Lisa Knights, Michael Jones, Kevin Hamblin, Rosie Hadrill, Frankie Brown.

Ashton Gate Ltd

Jon Lansdown, Gavin Marshall, Martin Griffiths, Mark Kelly, Lisa Knights.

https://www.bcfc.co.uk/news/ℹ-brown-joins-city-women-board/

One new board member within the group of companies. Frankie Brown joining the board of Bristol City Women Football Club Limited. 

The Companies House filing isn't showing yet so we don't know the exact date of the appointment, but it's presumably today.

Interesting that the women's club has a mixed gender board of 7 (seven) people, including ex-players, but the men's club has just 3 male directors and no ex-players. Not sure if it means anything but it's something to note I think. Why that difference?

I know the Club are considering corporate governance and so this is an interesting appointment.