RANT The Broncos board

[abashii]

OUST WHITE etc etc

Goodnight White has a nice ring to it I reckon.

 

[Kooly87]

It's one thing to read a company charter, it's another to understand what you're actually reading beyond the words that are printed. That is talking about the re-election of the board, it doesn't talk about dissolving the board at all, not even once.

You think is someone wants to resign, they need to wait until the AGM? If someone is done for gross misconduct, we have to wait until the AGM?

No, no we don't have to wait. Emergency meetings can be called at the click of fingers, and forced by share holders. If the largest share holder and Phil Murphy want something done, it happens when they say. It's their business.

You manage to put 2 and 2 together and come up with 7 everytime you talk about the corporate world. I'm not some expert, and will never claim to be, but man, you're so off on this shit.

Strictly speaking, without board representation Phil Murphy is a little more vulnerable in his position than News Ltd are in terms of being able to agitate for change, but the rest of your post is otherwise pretty much entirely spot on. The board can be resolved through extraordinary measures at any given moment if the shareholders are able to generate sufficient demand for it.

 

[Kooly87]

Paul White and Seibold gone.
Great start.
Karl Morris should be next, he's a shit ****. Go manage a newspaper.

Sadly Morris is probably the safest of that equation given he belongs to News Ltd, but I agree he's overseen a stunning period of poor results and under a more normal ownership structure he would be long gone.

 

[Nashy]

It's one thing to read a company charter, it's another to understand what you're actually reading beyond the words that are printed. That is talking about the re-election of the board, it doesn't talk about dissolving the board at all, not even once.

You think is someone wants to resign, they need to wait until the AGM? If someone is done for gross misconduct, we have to wait until the AGM?

No, no we don't have to wait. Emergency meetings can be called at the click of fingers, and forced by share holders. If the largest share holder and Phil Murphy want something done, it happens when they say. It's their business.

You manage to put 2 and 2 together and come up with 7 everytime you talk about the corporate world. I'm not some expert, and will never claim to be, but man, you're so off on this shit.

@Foordy - Just to follow this up, bearing in mind I'm no expert. You are looking at the wrong document anyway. The company constitution is where this sort of thing would be outlined, and if not, it means they follow the letter of the law;

GENERAL MEETINGS
43. Convening of General Meetings
43.1. Except as permitted by law a general meeting, to be called the “annual general meeting”, must be held at least once in every calendar year.
43.2. The directors may whenever they think fit convene a general meeting.
43.3. Except as provided in the Law no member is and no members together are entitled to convene a general meeting.

NOTE: 43.3 - News Ltd have a director on the board

50.2. All other business transacted at an annual general meeting and all business transacted at any other general meeting is special business.
51. Resolutions Proposed by Members
51.1. No member may at any meeting move any resolution relating to special business unless: (1) the resolution has previously been approved by the directors; or (2) the member has given not less than 30 Business Days previous notice in writing of the member’s intention to move an ordinary resolution or 45 Business Day’s notice in writing of the member’s intention to move a special resolution at the meeting by leaving the notice and a signed copy of the resolution at the Office.
51.2. Upon receiving a notice referred to in rule 51.1(2) the secretary must: (1) if the notice convening the meeting has already been dispatched, immediately notify the members of the proposed resolution; or (2) otherwise include notice of the proposed resolution in the notice convening the meeting.

I left the above of these points off, as under ordinary business, that needs to happen in the AGM. But the above shows that the directors (Including the majority shareholder's own director) can call for this as anytime.

I won't go over who can vote, you know share holders can vote in any vote bought forward, including News Ltd and Murphy who can vote against their own board.

APPOINTMENT AND REMOVAL OF DIRECTORS 69. Number of Directors
69.1. The number of directors must be not less than 3 or more than 10.
69.2. The Company in general meeting may by resolution increase or reduce the number of directors but the number may not be reduced below 3.

Note. AGM can also include special business which can be called whenever with notes per above. NOT wait for the AGM.

Then this bit to ram it home;

Removal of Directors
74.1. Subject to the provisions of this Constitution and the Law the Company may by resolution passed at any general meeting remove any director and may appoint another person in his or her stead. The person so appointed holds office during such time only as the director in whose place he or she is appointed would have held office.

TLDR. Boards can be fired whenever within a pretty loose set of rules so long as they have their i's dotted and their t's crossed.

 

[Nashy]

Strictly speaking, without board representation Phil Murphy is a little more vulnerable in his position than News Ltd are in terms of being able to agitate for change, but the rest of your post is otherwise pretty much entirely spot on. The board can be resolved through extraordinary measures at any given moment if the shareholders are able to generate sufficient demand for it.

Exactly. I've just posted a heap of info out of the constitution of the company too back that. The shareholders alone can't force a meeting, but News Ltd having a board member can.

 

[Foordy]

Exactly. I've just posted a heap of info out of the constitution of the company too back that. The shareholders alone can't force a meeting, but News Ltd having a board member can.

but would that board member really do that if he is the one on the chopping block

 

[Kooly87]

but would that board member really do that if he is the one on the chopping block

If his masters command it of him then absolutely. He's essentially just News Ltd's puppet in this posting.

 

[Nashy]

but would that board member really do that if he is the one on the chopping block

That isn't a concern here. That would be like you not doing what your boss asked you to do because you didn't want to.

If you were truly understanding any of this, it would likely be more a situation of News Ltd either decide to keep him on the board and he remains as one of the 3 that must remain. If that happens, they then have the chance to vote against him at the actual AGM.

 

[Kooly87]

That isn't a concern here. That would be like you not doing what your boss asked you to do because you didn't want to.

If you were truly understanding any of this, it would likely be more a situation of News Ltd either decide to keep him on the board and he remains as one of the 3 that must remain. If that happens, they then have the chance to vote against him at the actual AGM.

He's just as sackable as anyone else if News decide it's his time. There is no risk to them as the majority shareholder as they simply appoint another puppet to take his place and represent their interests on the board.

 

[lynx000]

Strictly speaking, without board representation Phil Murphy is a little more vulnerable in his position than News Ltd are in terms of being able to agitate for change, but the rest of your post is otherwise pretty much entirely spot on. The board can be resolved through extraordinary measures at any given moment if the shareholders are able to generate sufficient demand for it.

But, and not having a go at Nashy here, this is exactly the point Foordy has been making consistently all along (as I understand it). The only way there will be a change of a significant nature to the composition of the board is if News wants that to occur and calls an EGM and a spill of positions. In the absence of that occurring, what Foordy has stated is spot on.

 

[Kooly87]

But, and not having a go at Nashy here, this is exactly the point Foordy has been making consistently all along (as I understand it). The only way there will be a change of a significant nature to the composition of the board is if News wants that to occur and calls an EGM and a spill of positions. In the absence of that occurring, what Foordy has stated is spot on.

I think where it's getting frustrating is that he's seemingly convinced that there is absolutely zero chance of that happening and that News Ltd are entirely content with the current situation, which of course not he nor anyone else on this forum could possibly have any way of knowing right now beyond pure speculation.

They're already getting a new CEO, if the media are to be believed they've already agitated for a new Coach, so it would not be out of the realms of possibility to say they won't be the only people moving on in the near future.

 

[lynx000]

I think where it's getting frustrating is that he's seemingly convinced that there is absolutely zero chance of that happening and that News Ltd are entirely content with the current situation, which of course not he nor anyone else on this forum could possibly have any way of knowing right now beyond pure speculation.

They're already getting a new CEO, if the media are to be believed they've already agitated for a new Coach, so it would not be out of the realms of possibility to say they won't be the only people moving on in the near future.

Yep I agree completely with all of that.

 

[Nashy]

But, and not having a go at Nashy here, this is exactly the point Foordy has been making consistently all along (as I understand it). The only way there will be a change of a significant nature to the composition of the board is if News wants that to occur and calls an EGM and a spill of positions. In the absence of that occurring, what Foordy has stated is spot on.

Yes and no. If he's going to argue his point, he'd be best arguing the points out of the actual document that outlines it. They don't need to wait until the AGM, and that's my argument. He's also making out like the board members would have to fire themselves, and that wouldn't happen. Also not correct when you consider News Ltd tell their board member what to do.

I'm not having a go at Foordy. But he talks about the board a lot and I'm yet to be in anyway convinced that his arguments in that area on BHQ are in anyway correct.

 

[lynx000]

Yes and no. If he's going to argue his point, he'd be best arguing the points out of the actual document that outlines it. They don't need to wait until the AGM, and that's my argument. He's also making out like the board members would have to fire themselves, and that wouldn't happen. Also not correct when you consider News Ltd tell their board member what to do.

I'm not having a go at Foordy. But he talks about the board a lot and I'm yet to be in anyway convinced that his arguments in that area on BHQ are in anyway correct.

Fair enough.

 

[vertigo]

**** I wish someone with deep pockets would buy out News' stake.

Someone who genuinely wants to build the place from the ground up again and see sustained success on the field.

 

[ivanhungryjak]

**** I wish someone with deep pockets would buy out News' stake.

Someone who genuinely wants to build the place from the ground up again and see sustained success on the field.

Someone who gave their cash for a flash new building?

 

[The Strapper]

**** I wish someone with deep pockets would buy out News' stake.

Someone who genuinely wants to build the place from the ground up again and see sustained success on the field.

Can’t see news selling unless the NRL implement a policy of no listed or privately owned clubs and they don’t have the balls to do that.

 

[Allo]

Someone who gave their cash for a flash new building?
View attachment 9633

We’d better hurry then, Clive’s not getting any younger