The suspicion is that on top of her stunning incompetence, she is being vastly overpaid in relation to the market and previous incumbents to do it. None of the long line of former CEO's would have survived half the calamities she has. The reason it's being withheld is to avoid embarrassment and is yet another example of their sheer arrogance. This is the woman who when asked how she was still in post managed to burble that the mere fact she was still in post showed she hadn't deserved the sack. The fact that she is so vastly overpaid is another reason why she clings so desperately to her position in the face of overwhelming evidence that she should stand down or be removed from post.
I agree entirely & in the supporters eyes, she is obviously overpaid, because she has wrought so much damage to the club.
RD will consider she is worth every penny of what he pays her, because without her support, he would not have been able to carry out his plan thus far.
I'd guess, she probably earns £200K pa minimum. Why on earth would she put up with everything she does for less ?
But whether she earns £150K, £200K, £250K or £300K, we will all be outraged in any case.
Gone past caring on how much she is on. All I know is that, she and her boss have caused problems/damage that will be in evidence for years after they have gone.
She is without doubt the most incompetent CEO in the history of Charlton athletic. You only have to look at what division we are in plus the contracts of useless players that we cannot move on. Whatever Roland is paying her it is too much if her wages were performance based she would be paying Charlton and not the other way round. We have no chance of progressing under this incompetent woman and the sooner Roland f@@$s off and takes her with him the better.
Let's try and dig as much as possible. If she's stressed by it or embarrassed by it then that's fine. Nobody is doing anything unlawful by asking the questions.
The more stress and embarrassment we can foist upon her the more likely she is to eventually crumble and want out.
For me the fact the club doesn't want it out there is sufficient reason to want to know what "it" is. Meire says it's no one's business. If the law says it must be disclosed then clearly she is mistaken. If the club is acting unlawfully to spare her blushes then the purpose is to embarrass her - and it would speak to the way the whole of the last three years have been a vanity project for her, in my view, while the club has crumbled.
This is the nub of the matter. It's only "of interest" because the club and its advisers chose to make the matter opaque.
It is, though, still trivial in the overall scheme of things. There's all sorts of crap in the Companies Act that people choose to ignore. For example the requirement for a company name to be displayed not at just its registered office but also at all places of business. The whole country would be sinking under the weight of brass plaques if every business took any notice of this. How many shops do you see with the company's full and proper name displayed somewhere? (Who last saw the name SuperGroup PLC displayed at a Superdry store, so that it can be easily seen by visitors?)
Does the club have Charlton Athletic Football Club Ltd, Charlton Athletic Holdings Ltd and Baton 2010 Ltd displayed somewhere at The Valley and at the Training Ground?
When did you ever hear of anyone being prosecuted for failure to display a company name?
She is without doubt the most incompetent CEO in the history of Charlton athletic. You only have to look at what division we are in plus the contracts of useless players that we cannot move on. Whatever Roland is paying her it is too much if her wages were performance based she would be paying Charlton and not the other way round. We have no chance of progressing under this incompetent woman and the sooner Roland f@@$s off and takes her with him the better.
I suppose I could ask the squirrel on Wednesday what she is on......
The reasons why I as a Board Member of the Trust think it is important to get to the bottom of this, and report our findings, is as follows.
A Trust is concerned with the long term health of its Football Club, including financial health. Good corporate governance is part of good financial health. You may say, it is not uncommon for English football clubs to be poor in both regards, to which I say, exactly, that is why there are Supporters Trusts, everywhere from Old Trafford to Bloomfield Raod, examining their clubs and pushing, collectively, for greater regulation to curb these bad practices.
In my opinion, our Trust can display on its Board an above average range of senior level business experience, including Nigel Kleinfeld, a very well qualified senior financial manager with a very rational, hard-nosed approach. It is he who has uncovered this issue. He has also been digging into the Staprix accounts, a difficult task because reporting standards in Belgium appear to be more lax than in the UK. Nevertheless he has uncovered interesting aspects of Staprix's business interests, which we are examining further.
Bear with me...Notwithstanding that @Airman Brown points to their statements indicating Meire is paid by CAFC, the statements do not explicitly deny that she may (e.g. also) be paid by Staprix.
Now, @Red_Pete in Dubai, you accept such a possibility but appear to be relaxed about it; you wrote There could then be a non-disclosable management fee charged by Staprix which would be included in the staff costs figure. This is fairly standard practice for many multi-national groups of companies where head office staff work in management roles in overseas subsidiaries.
However I disagree, fundamentally. If you take a senior manager of Unilever, say a British national who is sent to be CEO of their Czech unit, his overall management objectives (KPIs) are absolutely clear. he must act in the interests of Unilever's shareholders, and those shareholders expect Unilever to pursue its business in CZ exactly as they do anywhere else.
This analogy completely breaks down when applied to a 'network' of football clubs, and especially when the shareholder is one man. (Indeed that is why there are rules against multiple club ownership, albeit limited and badly enforced). If Meire is remunerated wholly or in part by Staprix, it is necessary to consider the business goals of Staprix, and ask whether they are in harmony or in conflict with those of CAFC, and then whether the latter are likely to enhance or damage the long-term health of CAFC. If they are in conflict, and Meire is paid even in part by Staprix, then clearly she acts in conflict with CAFC's best interests too.
We have been looking at the Staprix question since the beginning. It is damn difficult but we are building our knowledge bit by bit, and BTW still get help from Standard Socios (led by a chartered accountant) even though having escaped RD, such help is outside their remit. This particular issue is in my view a possible piece in the jigsaw, and that is why we want to get to the bottom of it. Incidentally two of the Board were at the SD- FSF Supporter Summit and took the opportunity to consult there with experts on whether this was an issue to be pursued and whether a Trust should do it. The answer was an unequivocal "yes" to both, and that is one reason why we agreed to move ahead and publish this statement.
For me the fact the club doesn't want it out there is sufficient reason to want to know what "it" is. Meire says it's no one's business. If the law says it must be disclosed then clearly she is mistaken. If the club is acting unlawfully to spare her blushes then the purpose is to embarrass her - and it would speak to the way the whole of the last three years have been a vanity project for her, in my view, while the club has crumbled.
This is the nub of the matter. It's only "of interest" because the club and its advisers chose to make the matter opaque.
It is, though, still trivial in the overall scheme of things. There's all sorts of crap in the Companies Act that people choose to ignore. For example the requirement for a company name to be displayed not at just its registered office but also at all places of business. The whole country would be sinking under the weight of brass plaques if every business took any notice of this. How many shops do you see with the company's full and proper name displayed somewhere? (Who last saw the name SuperGroup PLC displayed at a Superdry store, so that it can be easily seen by visitors?)
Does the club have Charlton Athletic Football Club Ltd, Charlton Athletic Holdings Ltd and Baton 2010 Ltd displayed somewhere at The Valley and at the Training Ground?
When did you ever hear of anyone being prosecuted for failure to display a company name?
The club isn't arguing publicly that the obligation doesn't exist though.
Prague - re the salary I am not disputing Nigel K's relevant expertise or authority, which is far greater than mine, but to claim he "uncovered this issue" is a bit off. I have been pursuing it since the 13/14 accounts were published with the help of people on here and others with insight and you'll find the documentary evidence of that in the Voice. Hence the question at the Q&A in April. The trust is the right route to pursue it, but it didn't start the chase.
If it were finally revealed that Mere was paid the minimum wage it would probably prompt a protest of some sort, such is the hostility aimed at her personally and her repeated failings as a CEO. As for her being embarrassed into resigning, this is purely the stuff of wishful thinking. Her litany of gaffes to date have had no discernable effect on her obduracy to remain in her post or - more importantly - that of her employer. I don't care how much she's paid and don't actually consider it any of my business. I get that the nub of the matter concerns a - as yet unfounded - accusation of wilful and possibly unlawful concealment of information, but I don't even care about that. It's what businesses do.
Prague - re the salary I am not disputing Nigel K's relevant expertise or authority, which is far greater than mine, but to claim he "uncovered this issue" is a bit off. I have been pursuing it since the 13/14 accounts were published with the help of people on here and others with insight and you'll find the documentary evidence of that in the Voice. Hence the question at the Q&A in April. The trust is the right route to pursue it, but it didn't start the chase.
Apologies mate, I had forgotten that. I mainly wanted to make the point that it is a legitimate Trust issue (and we have the expertise to pursue it) so it is not just your personal fixation, as @Covered End rather tiresomely implies.
If it were finally revealed that Mere was paid the minimum wage it would probably prompt a protest of some sort, such is the hostility aimed at her personally and her repeated failings as a CEO. As for her being embarrassed into resigning, this is purely the stuff of wishful thinking. Her litany of gaffes to date have had no discernable effect on her obduracy to remain in her post or - more importantly - that of her employer. I don't care how much she's paid and don't actually consider it any of my business. I get that the nub of the matter concerns a - as yet unfounded - accusation of wilful and possibly unlawful concealment of information, but I don't even care about that. It's what businesses do.
Fine, but why do you care that others have a different view and choose to pursue it? In other words, why is that your business?
If it were finally revealed that Mere was paid the minimum wage it would probably prompt a protest of some sort, such is the hostility aimed at her personally and her repeated failings as a CEO. As for her being embarrassed into resigning, this is purely the stuff of wishful thinking. Her litany of gaffes to date have had no discernable effect on her obduracy to remain in her post or - more importantly - that of her employer. I don't care how much she's paid and don't actually consider it any of my business. I get that the nub of the matter concerns a - as yet unfounded - accusation of wilful and possibly unlawful concealment of information, but I don't even care about that. It's what businesses do.
Fine, but why do you care that others have a different view and choose to pursue it? In other words, why is that your business?
If it were finally revealed that Mere was paid the minimum wage it would probably prompt a protest of some sort, such is the hostility aimed at her personally and her repeated failings as a CEO. As for her being embarrassed into resigning, this is purely the stuff of wishful thinking. Her litany of gaffes to date have had no discernable effect on her obduracy to remain in her post or - more importantly - that of her employer. I don't care how much she's paid and don't actually consider it any of my business. I get that the nub of the matter concerns a - as yet unfounded - accusation of wilful and possibly unlawful concealment of information, but I don't even care about that. It's what businesses do.
Fine, but why do you care that others have a different view and choose to pursue it? In other words, why is that your business?
I don't care that other people have a different view to mine, and neither do I care that they choose to pursue it. I was simply expressing a view. Bit touchy this morning, aren't we?
If it were finally revealed that Mere was paid the minimum wage it would probably prompt a protest of some sort, such is the hostility aimed at her personally and her repeated failings as a CEO. As for her being embarrassed into resigning, this is purely the stuff of wishful thinking. Her litany of gaffes to date have had no discernable effect on her obduracy to remain in her post or - more importantly - that of her employer. I don't care how much she's paid and don't actually consider it any of my business. I get that the nub of the matter concerns a - as yet unfounded - accusation of wilful and possibly unlawful concealment of information, but I don't even care about that. It's what businesses do.
Fine, but why do you care that others have a different view and choose to pursue it? In other words, why is that your business?
I don't care that other people have a different view to mine, and neither do I care that they choose to pursue it. I was simply expressing a view. Bit touchy this morning, aren't we?
Glad we've got that straight. Thanks. But as you've commented twice in this thread to challenge the purpose of it, I assumed you did.
If it were finally revealed that Mere was paid the minimum wage it would probably prompt a protest of some sort, such is the hostility aimed at her personally and her repeated failings as a CEO. As for her being embarrassed into resigning, this is purely the stuff of wishful thinking. Her litany of gaffes to date have had no discernable effect on her obduracy to remain in her post or - more importantly - that of her employer. I don't care how much she's paid and don't actually consider it any of my business. I get that the nub of the matter concerns a - as yet unfounded - accusation of wilful and possibly unlawful concealment of information, but I don't even care about that. It's what businesses do.
Fine, but why do you care that others have a different view and choose to pursue it? In other words, why is that your business?
I don't care that other people have a different view to mine, and neither do I care that they choose to pursue it. I was simply expressing a view. Bit touchy this morning, aren't we?
Glad we've got that straight. Thanks. But as you've commented twice in this thread to challenge the purpose of it, I assumed you did.
I've not ' challenged the purpose' of anything. Read the posts again. I've simply stated a personal view that I don't care how much she's paid, and that the hope she might resign through embarrassment were her salary to be made public knowledge was wishful thinking. You've afforded yourself generous artistic license in your interpretation of my posts which might be better served in your magazine... Anyway, I'm done here, you carry on.
Around about the time the club were negotiating with Joe Gomez it was put to me that the club were not averse to 'creative' ways to pay players. I simply assumed that was part of it all, especially at that time there was so much churn, and players like le Point and others were coming and going and it was all swirling about. I thought that rules would be stretched and deals would be fiddled because that's the way it all works. Maybe everything has been straight up and infallible all along. However we have had an increase in the 'undisclosed' mantra at Charlton and in football. If people sail close to the wind they need to be very sure of the rules indeed and be very sure they are not open to challenge, especially if qualified in law. Whether Meire's wage packet should be known or not, the issue for me is how many season tickets pay her wage alone, as well as Cojones. I had the same issue with Waggot.
I read a phrase this morning that seems particularly apt, 'sunlight is the best disinfectant'. Our club absolutely stinks with the rancid infection of Duchatelet and his incompetent sidekick. Anything that shines a light on their activities can only be a good thing. What reasons could they have for still wanting to hide this? If it was a genuine oversight that would be one thing. They could have explained that and stated what the correct position is. But no, this regime somehow thinks they are untouchable. Thank you to Airman and to the Trust for raising and investigating this. Please carry on the good work, it is greatly appreciated.
Further evidence, courtesy of Steve Collings, that under FRS 102 this disclosure matter is essentially a matter of professional opinion. I blurred that fundamental point last night with my erroneous assumption that Charlton, Baton, whoever was a 'small' company.
I will copy and paste separately and 'bold' what I consider to be relevant.
So you embarrass her. What does that actually achieve ? It's pretty clear he'll sell if and when he wants & I see little merit in this. It's possibly even counter productive, because some fans will view it as being vindictive.
A bit like her behaviour over the player of the year, then? Damn right she should be called to account because she has personally done more damage to the club than any chief exec we have ever had.
Carry on then. But as I say, you may just be building support for Meire.
You'll be campaigning for her to be canonised next, CE.
Which way should the cannon be pointing when we put her in it?
On a beach somewhere in the south of England...
As for the validity of pursuing this line of enquiry, it is enough for me that they clearly do not want this information in the public domain. Whether it's too high, too low or the going rate I don't really care tbh it's not going to change my opinion around her ineptitude. But if it inconveniences or embarrasseses her or just gets up her nose that's reason enough for me.
If it were finally revealed that Mere was paid the minimum wage it would probably prompt a protest of some sort, such is the hostility aimed at her personally and her repeated failings as a CEO. As for her being embarrassed into resigning, this is purely the stuff of wishful thinking. Her litany of gaffes to date have had no discernable effect on her obduracy to remain in her post or - more importantly - that of her employer. I don't care how much she's paid and don't actually consider it any of my business. I get that the nub of the matter concerns a - as yet unfounded - accusation of wilful and possibly unlawful concealment of information, but I don't even care about that. It's what businesses do.
The only person who even hints at this as an objective is SHG, and even then it is very much an aside. No-one else on this thread has mentioned that she might resign out of embarrassment.
If you read the rest of the thread, especially Prague's contribution about why the Trust is pursuing the matter, and the fact that it is a legal requirement to disclose directors salaries - it is the club that would be at fault surely, not her? If the club is deliberately acting illegally then it draws the fit-and-proper-person malarkey into question.
You may not care what Roland does to CAFC, or whether business' act legally, but the vast majority of people do. You may as well say you don't care about folk who knock old ladies on the head and nick their pension, because it's what muggers do...
I just think this has gone over the top now. Whether it is illegal that her salary is not displayed or what her salary is. The vast majority of Charlton fans,I would suggest, are not interested. They are more interested in who is signing. I want Meire and Duchatelet to go, but is this helping to achieve that goal? What is the end game? Meire is like Teflon, nothing sticks. She will still be here as long as Duchatelet is here, she has no shame.
FRS 102: Related party disclosures Posted by Steve auditFRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland deals with related party disclosures in Section 33 Related Party Disclosures. Most companies will undertake some form of transactions with related parties and are usually entered into in the normal course of business and at market values. However, there are occasions when a significant related party transaction is entered into which can be at fair value or at an amount that differs from market prices.
Section 33 requires an entity to include necessary disclosures so as to inform users that the entity’s profit or loss and balance sheet position have been affected by the existence of related parties as well as transactions with those related parties together with balances outstanding with such parties.
A point worthy of note in Section 33 is that paragraph 33.1A does not require transactions entered into between two, or more, members of a group. There is a provision, however, within this paragraph where such transactions are concerned and that is that any subsidiary which is a party to the transaction must be wholly owned (this issue is discussed later in the article).
Identifying a related party
A related party may be a person, a company or an unincorporated entity. The definition contained within Section 33 is in two parts; part (a) sets out the criteria which would result in a person, or a close family member of that person being a related party. Part (b) of the definition sets out the criteria which would result in an entity being related to the reporting entity. Within the definition is the term ‘close member of that person’s family’ and the Glossary to FRS 102 defines such a phrase as:
‘Those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity including:
that person’s children and spouse or domestic partner; children of that person’s spouse or domestic partner; and dependants of that person or that person’s spouse or domestic partner.’ Paragraph 33.2 says that a related party is a person, or entity, which is related to the entity that is preparing its financial statements (the entity in this case being the ‘reporting entity’).
Where ‘persons’ are concerned for the definition of a related party, it is worth pointing out that step-children are also included within the definition. In addition, the term ‘dependants’ would also include foster children and other relatives where they are ‘dependant’ on the related party or the related party’s spouse or domestic partner.
A person or a close member of that person’s family becomes related to the reporting if he/she:
has control or joint control over the reporting entity; has significant influence over the reporting entity; or is a member of the key management personnel of the reporting entity or of a parent of the reporting entity. Example – husband and wife
Fred is married to Michelle. Fred owns 100% of Company A and Michelle owns 40% of Company B.
In this example, the husband has control of Company A and the wife has significant influence over Company B.
For Company A’s financial statements, a close family member of the person who controls the company has significant influence over Company B and so the two companies are related by virtue of paragraphs 33.2(a)(i) and 33.2(b)(vii).
For Company B’s financial statements, a close family member of a person who has significant influence over Company B controls Company A and hence the two companies are related by virtue of paragraph 33.2(b)(vi).
Example – branch managers who are not directors
The principal activity of Company A is that of a plant hire company. Company A consists of a head office based in the North of England and has five branches spread across the UK. Each branch is run by a branch manager but each branch manager is not a director of Company A. The branch managers are all responsible for the running of each branch including the planning, directing and controlling of the branch’s activities and must report on the performance of their branch on a regular basis to the board of directors.
Whilst the branch managers are not directors, they would fall under the definition of key management personnel within FRS 102 and hence would be considered to be a related party for the purposes of Section 33.
The term ‘key management personnel’ is defined in the Glossary to FRS 102 as:
‘Those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.’
The definition above would therefore include those who are not appointed as directors (as in the example above).
Part (b) of the definition refers to entities being related to the reporting entity and paragraph 33.2(b) outlines seven conditions which will mean that an entity is related to a reporting entity as follows:
The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). Both entities are joint ventures of the same third party. One entity is a joint venture of a third party and the other entity is an associate of the third party. The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity. The entity is controlled or jointly controlled by a person identified in (a). [See above] A person identified in (a)(i) [see above] has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). Parties who are not related
The following are not considered to be related parties for the purposes of Section 33:
Two entities simply because they have a director or other member of key management personnel in common or because a member of key management personnel of one entity has significant influence over the other entity. Two venturers simply because they share joint control over a joint venture. Any of the following simply by virtue of their normal dealings with an entity (even though they may affect the freedom of action of an entity or participate in its decision-making process): trade unions; public utilities; and government departments and agencies. A customer, supplier, franchisor, distributor or general agent with whom an entity transacts a significant volume of business, merely by virtue of the resulting economic dependence. Notwithstanding the fact that Section 33 recognises the above as parties who are not related, it is crucial to consider the substance of the relationship. In the first bullet, two entities are not considered related simply because they have a director or other member of key management personnel in common. This phrase indicates that whilst the two entities might have a director or other member of key management personnel in common, there is still a need to consider whether they are, in fact, related because paragraph 33.3 does require entities to assess the substance of the related party relationship rather than the legal form. providers of finance;
Transactions with group members
Paragraph 33.1A of FRS 102 says that disclosures need not be given of transactions that have taken place between two or more members of group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
I just think this has gone over the top now. Whether it is illegal that her salary is not displayed or what her salary is. The vast majority of Charlton fans,I would suggest, are not interested. They are more interested in who is signing. I want Meire and Duchatelet to go, but is this helping to achieve that goal? What is the end game? Meire is like Teflon, nothing sticks. She will still be here as long as Duchatelet is here, she has no shame.
I suggest you read Prague's contribution as to why it is relevant. And of course as Roland is such a "budget" man, if the club are paying her a vast salary for being crap at her job, then they are not able to afford a midfielder who might not be...
Paragraph 33.1A of FRS 102 says that disclosures need not be given of transactions that have taken place between two or more members of group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
Example – intra-group trading
Consider the following group structure:
Parent A owns 100% of Subsidiary B Subsidiary B owns 100% of Subsidiary C and 70% of Subsidiary D During the year Entity B and Entity C trade with Entity D. Despite B and C being wholly-owned subsidiaries of Entity A, Entity D is not wholly-owned by any member of the group and hence the intra-group transactions in B, C and D’s financial statements must be made as related party disclosures. The same would also apply if Entity A were to trade with Entity D.
However, any transactions between A, B and C would be covered by the exemption from disclosure in paragraph 33.1A of FRS 102.
If, on the other hand, Entity C owned the remaining 30% shares in Entity D, then any transactions between each company in the group would be exempt from disclosure in the individual financial statements of each company.
Disclosure requirements
Section 33 deals with the disclosures concerning related party transactions in paragraphs 33.5 to 33.14. Disclosures in respect of related party transactions are considered in a lot of detail in paragraphs 33.8 to 33.14. Paragraph 33.9 outlines the disclosures required when an entity has related party transactions. In addition to disclosing the nature of the related party relationship and information about the transactions, outstanding balances and commitments necessary for an understanding of the effect of the related party relationship on the financial statements, a reporting entity is also required to disclose:
The amount of the transactions. The amount of outstanding balances and: their terms and conditions, including whether they are secured, and the nature of the consideration to be provided in settlement; and details of any guarantees given or received. Provisions for uncollectible receivables related to the amount of outstanding balances. The expense recognised during the period in respect of bad or doubtful debts due from related parties. FRS 8 Related party disclosures at paragraph 6(a) requires the names of the transacting related parties to be disclosed. Section 33 is silent on disclosing the names of the transacting related parties.
Key management personnel
Paragraph 33.6 requires disclosure of key management personnel compensation. Under FRS 8 no disclosure is necessary for emoluments in respect of services as an employee of the reporting entity (FRS 8.3(e)). Notwithstanding this exemption, the Companies Act 2006 does require disclosure of directors’ remuneration in the financial statements.
The key issue here concerns the definition of ‘key management personnel’. FRS 102 takes a wider view of key management personnel and does not simply regard such personnel as being confined to those who are a director (see earlier in the article).
As a result compensation to key management personnel will include all employee benefits (the definition of which are contained in Section 28 Employee Benefits) and will include share-based payments and all forms of consideration paid, payable and provided by the entity (or on behalf of the entity) in exchange for services rendered to the entity. All such compensation must be disclosed in total.
Conclusion
The underlying principles involved where related parties are concerned remain largely unchanged from FRS 8. However, there are a couple of notable differences in Section 33 compared to FRS 8 including:
No specific requirement to name transacting related parties; Slight differences in the wording exempting subsidiary undertakings from disclosing related party transactions with each other where they are wholly-owned (although the meaning is essentially still the same); Disclosure of key management personnel is not required under FRS 8 whereas FRS 102 requires such disclosure under paragraph 33.6; and No exemption from disclosure in FRS 8 for state-controlled entities.
Category: Accounting and standards, Audit
About the Author (Author Profile) Steve Collings is the audit and technical director at Leavitt Walmsley Associates Ltd and the author of 'Interpretation and Application of International Standards on Auditing'. He is also the author of 'IFRS For Dummies' and 'The AccountingWEB Guide to IFRS'. More about Steve's publications can be found by clicking on the 'Published Work' tab on the homepage. Steve is also a regular contributor of articles to www.accountingweb.co.uk, the UK's largest resource for professional accountants on a free subscription basis and is a member of the Society of Authors. Steve is an Editorial Board member for Wiley Insight IFRS and sits on the AAT's Financial Reporting Technical Panel. In 2011 Steve was named 'Accounting Technician of the Year' at the British Accountancy Awards and won 'Outstanding Contribution to the Accountancy Profession' by the Association of International Accountants in 2013. Follow Steve on Twitter - @stecollings
FRS 102 applies to medium or large companies whose accounting periods commence on or after 1 January 2015. This will therefore cover the year ended 30 June 2016 for Charlton, Baton, whoever.
In essence it appears that ' Key management Personnel' plays exemptions granted to wholly owned subsidiaries and 'professional judgement' determines the winner.
So you embarrass her. What does that actually achieve ? It's pretty clear he'll sell if and when he wants & I see little merit in this. It's possibly even counter productive, because some fans will view it as being vindictive.
A bit like her behaviour over the player of the year, then? Damn right she should be called to account because she has personally done more damage to the club than any chief exec we have ever had.
Carry on then. But as I say, you may just be building support for Meire.
You'll be campaigning for her to be canonised next, CE.
Which way should the cannon be pointing when we put her in it?
On a beach somewhere in the south of England...
As for the validity of pursuing this line of enquiry, it is enough for me that they clearly do not want this information in the public domain. Whether it's too high, too low or the going rate I don't really care tbh it's not going to change my opinion around her ineptitude. But if it inconveniences or embarrasseses her or just gets up her nose that's reason enough for me.
They brought this on themselves.
The picture is from a wonderful film about the wall in California. It shows Mexicans being fired over it as human cannonballs. Look it up. It predates Trump by at least a decade. The film is by Javier Tellez.
Btw I think her wages should be public as all should be.
Not directly relevant to this discussion but perhaps an indication that the regime is prepared to "test" the rules, it will be recalled that last year Fifa handed down fines to four clubs for breach of third-party ownership regulations, namely Twente Enschede, Seville, Santos - and our old friends STVV.
I thought the relevant point was that under Fa or EFL rules the salary of the highest earning or highest ranking employee had to be disclosed. Our recourse should be with those authorities to ensure they enforce their own regulations.
Comments
RD will consider she is worth every penny of what he pays her, because without her support, he would not have been able to carry out his plan thus far.
I'd guess, she probably earns £200K pa minimum. Why on earth would she put up with everything she does for less ?
But whether she earns £150K, £200K, £250K or £300K, we will all be outraged in any case.
You only have to look at what division we are in plus the contracts of useless players that we cannot move on.
Whatever Roland is paying her it is too much if her wages were performance based she would be paying Charlton and not the other way round.
We have no chance of progressing under this incompetent woman and the sooner Roland f@@$s off and takes her with him the better.
The more stress and embarrassment we can foist upon her the more likely she is to eventually crumble and want out.
Every little helps.
It is, though, still trivial in the overall scheme of things. There's all sorts of crap in the Companies Act that people choose to ignore. For example the requirement for a company name to be displayed not at just its registered office but also at all places of business. The whole country would be sinking under the weight of brass plaques if every business took any notice of this. How many shops do you see with the company's full and proper name displayed somewhere? (Who last saw the name SuperGroup PLC displayed at a Superdry store, so that it can be easily seen by visitors?)
Does the club have Charlton Athletic Football Club Ltd, Charlton Athletic Holdings Ltd and Baton 2010 Ltd displayed somewhere at The Valley and at the Training Ground?
When did you ever hear of anyone being prosecuted for failure to display a company name?
The reasons why I as a Board Member of the Trust think it is important to get to the bottom of this, and report our findings, is as follows.
A Trust is concerned with the long term health of its Football Club, including financial health. Good corporate governance is part of good financial health. You may say, it is not uncommon for English football clubs to be poor in both regards, to which I say, exactly, that is why there are Supporters Trusts, everywhere from Old Trafford to Bloomfield Raod, examining their clubs and pushing, collectively, for greater regulation to curb these bad practices.
In my opinion, our Trust can display on its Board an above average range of senior level business experience, including Nigel Kleinfeld, a very well qualified senior financial manager with a very rational, hard-nosed approach. It is he who has uncovered this issue. He has also been digging into the Staprix accounts, a difficult task because reporting standards in Belgium appear to be more lax than in the UK. Nevertheless he has uncovered interesting aspects of Staprix's business interests, which we are examining further.
Bear with me...Notwithstanding that @Airman Brown points to their statements indicating Meire is paid by CAFC, the statements do not explicitly deny that she may (e.g. also) be paid by Staprix.
Now, @Red_Pete in Dubai, you accept such a possibility but appear to be relaxed about it; you wrote There could then be a non-disclosable management fee charged by Staprix which would be included in the staff costs figure. This is fairly standard practice for many multi-national groups of companies where head office staff work in management roles in overseas subsidiaries.
However I disagree, fundamentally. If you take a senior manager of Unilever, say a British national who is sent to be CEO of their Czech unit, his overall management objectives (KPIs) are absolutely clear. he must act in the interests of Unilever's shareholders, and those shareholders expect Unilever to pursue its business in CZ exactly as they do anywhere else.
This analogy completely breaks down when applied to a 'network' of football clubs, and especially when the shareholder is one man. (Indeed that is why there are rules against multiple club ownership, albeit limited and badly enforced). If Meire is remunerated wholly or in part by Staprix, it is necessary to consider the business goals of Staprix, and ask whether they are in harmony or in conflict with those of CAFC, and then whether the latter are likely to enhance or damage the long-term health of CAFC. If they are in conflict, and Meire is paid even in part by Staprix, then clearly she acts in conflict with CAFC's best interests too.
We have been looking at the Staprix question since the beginning. It is damn difficult but we are building our knowledge bit by bit, and BTW still get help from Standard Socios (led by a chartered accountant) even though having escaped RD, such help is outside their remit. This particular issue is in my view a possible piece in the jigsaw, and that is why we want to get to the bottom of it. Incidentally two of the Board were at the SD- FSF Supporter Summit and took the opportunity to consult there with experts on whether this was an issue to be pursued and whether a Trust should do it. The answer was an unequivocal "yes" to both, and that is one reason why we agreed to move ahead and publish this statement.
As for her being embarrassed into resigning, this is purely the stuff of wishful thinking. Her litany of gaffes to date have had no discernable effect on her obduracy to remain in her post or - more importantly - that of her employer.
I don't care how much she's paid and don't actually consider it any of my business.
I get that the nub of the matter concerns a - as yet unfounded - accusation of wilful and possibly unlawful concealment of information, but I don't even care about that. It's what businesses do.
Bit touchy this morning, aren't we?
You've afforded yourself generous artistic license in your interpretation of my posts which might be better served in your magazine...
Anyway, I'm done here, you carry on.
I simply assumed that was part of it all, especially at that time there was so much churn, and players like le Point and others were coming and going and it was all swirling about. I thought that rules would be stretched and deals would be fiddled because that's the way it all works.
Maybe everything has been straight up and infallible all along.
However we have had an increase in the 'undisclosed' mantra at Charlton and in football.
If people sail close to the wind they need to be very sure of the rules indeed and be very sure they are not open to challenge, especially if qualified in law.
Whether Meire's wage packet should be known or not, the issue for me is how many season tickets pay her wage alone, as well as Cojones. I had the same issue with Waggot.
I will copy and paste separately and 'bold' what I consider to be relevant.
As for the validity of pursuing this line of enquiry, it is enough for me that they clearly do not want this information in the public domain. Whether it's too high, too low or the going rate I don't really care tbh it's not going to change my opinion around her ineptitude. But if it inconveniences or embarrasseses her or just gets up her nose that's reason enough for me.
They brought this on themselves.
If you read the rest of the thread, especially Prague's contribution about why the Trust is pursuing the matter, and the fact that it is a legal requirement to disclose directors salaries - it is the club that would be at fault surely, not her? If the club is deliberately acting illegally then it draws the fit-and-proper-person malarkey into question.
You may not care what Roland does to CAFC, or whether business' act legally, but the vast majority of people do. You may as well say you don't care about folk who knock old ladies on the head and nick their pension, because it's what muggers do...
Posted by Steve
auditFRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland deals with related party disclosures in Section 33 Related Party Disclosures. Most companies will undertake some form of transactions with related parties and are usually entered into in the normal course of business and at market values. However, there are occasions when a significant related party transaction is entered into which can be at fair value or at an amount that differs from market prices.
Section 33 requires an entity to include necessary disclosures so as to inform users that the entity’s profit or loss and balance sheet position have been affected by the existence of related parties as well as transactions with those related parties together with balances outstanding with such parties.
A point worthy of note in Section 33 is that paragraph 33.1A does not require transactions entered into between two, or more, members of a group. There is a provision, however, within this paragraph where such transactions are concerned and that is that any subsidiary which is a party to the transaction must be wholly owned (this issue is discussed later in the article).
Identifying a related party
A related party may be a person, a company or an unincorporated entity. The definition contained within Section 33 is in two parts; part (a) sets out the criteria which would result in a person, or a close family member of that person being a related party. Part (b) of the definition sets out the criteria which would result in an entity being related to the reporting entity. Within the definition is the term ‘close member of that person’s family’ and the Glossary to FRS 102 defines such a phrase as:
‘Those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity including:
that person’s children and spouse or domestic partner;
children of that person’s spouse or domestic partner; and
dependants of that person or that person’s spouse or domestic partner.’
Paragraph 33.2 says that a related party is a person, or entity, which is related to the entity that is preparing its financial statements (the entity in this case being the ‘reporting entity’).
Where ‘persons’ are concerned for the definition of a related party, it is worth pointing out that step-children are also included within the definition. In addition, the term ‘dependants’ would also include foster children and other relatives where they are ‘dependant’ on the related party or the related party’s spouse or domestic partner.
A person or a close member of that person’s family becomes related to the reporting if he/she:
has control or joint control over the reporting entity;
has significant influence over the reporting entity; or
is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.
Example – husband and wife
Fred is married to Michelle. Fred owns 100% of Company A and Michelle owns 40% of Company B.
In this example, the husband has control of Company A and the wife has significant influence over Company B.
For Company A’s financial statements, a close family member of the person who controls the company has significant influence over Company B and so the two companies are related by virtue of paragraphs 33.2(a)(i) and 33.2(b)(vii).
For Company B’s financial statements, a close family member of a person who has significant influence over Company B controls Company A and hence the two companies are related by virtue of paragraph 33.2(b)(vi).
Example – branch managers who are not directors
The principal activity of Company A is that of a plant hire company. Company A consists of a head office based in the North of England and has five branches spread across the UK. Each branch is run by a branch manager but each branch manager is not a director of Company A. The branch managers are all responsible for the running of each branch including the planning, directing and controlling of the branch’s activities and must report on the performance of their branch on a regular basis to the board of directors.
Whilst the branch managers are not directors, they would fall under the definition of key management personnel within FRS 102 and hence would be considered to be a related party for the purposes of Section 33.
The term ‘key management personnel’ is defined in the Glossary to FRS 102 as:
‘Those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.’
The definition above would therefore include those who are not appointed as directors (as in the example above).
Part (b) of the definition refers to entities being related to the reporting entity and paragraph 33.2(b) outlines seven conditions which will mean that an entity is related to a reporting entity as follows:
The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).
Both entities are joint ventures of the same third party.
One entity is a joint venture of a third party and the other entity is an associate of the third party.
The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.
The entity is controlled or jointly controlled by a person identified in (a). [See above]
A person identified in (a)(i) [see above] has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
Parties who are not related
The following are not considered to be related parties for the purposes of Section 33:
Two entities simply because they have a director or other member of key management personnel in common or because a member of key management personnel of one entity has significant influence over the other entity.
Two venturers simply because they share joint control over a joint venture.
Any of the following simply by virtue of their normal dealings with an entity (even though they may affect the freedom of action of an entity or participate in its decision-making process):
trade unions;
public utilities; and
government departments and agencies.
A customer, supplier, franchisor, distributor or general agent with whom an entity transacts a significant volume of business, merely by virtue of the resulting economic dependence.
Notwithstanding the fact that Section 33 recognises the above as parties who are not related, it is crucial to consider the substance of the relationship. In the first bullet, two entities are not considered related simply because they have a director or other member of key management personnel in common. This phrase indicates that whilst the two entities might have a director or other member of key management personnel in common, there is still a need to consider whether they are, in fact, related because paragraph 33.3 does require entities to assess the substance of the related party relationship rather than the legal form.
providers of finance;
Transactions with group members
Paragraph 33.1A of FRS 102 says that disclosures need not be given of transactions that have taken place between two or more members of group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
Transactions with group members
Paragraph 33.1A of FRS 102 says that disclosures need not be given of transactions that have taken place between two or more members of group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
Example – intra-group trading
Consider the following group structure:
Parent A owns 100% of Subsidiary B
Subsidiary B owns 100% of Subsidiary C and 70% of Subsidiary D
During the year Entity B and Entity C trade with Entity D. Despite B and C being wholly-owned subsidiaries of Entity A, Entity D is not wholly-owned by any member of the group and hence the intra-group transactions in B, C and D’s financial statements must be made as related party disclosures. The same would also apply if Entity A were to trade with Entity D.
However, any transactions between A, B and C would be covered by the exemption from disclosure in paragraph 33.1A of FRS 102.
If, on the other hand, Entity C owned the remaining 30% shares in Entity D, then any transactions between each company in the group would be exempt from disclosure in the individual financial statements of each company.
Disclosure requirements
Section 33 deals with the disclosures concerning related party transactions in paragraphs 33.5 to 33.14. Disclosures in respect of related party transactions are considered in a lot of detail in paragraphs 33.8 to 33.14. Paragraph 33.9 outlines the disclosures required when an entity has related party transactions. In addition to disclosing the nature of the related party relationship and information about the transactions, outstanding balances and commitments necessary for an understanding of the effect of the related party relationship on the financial statements, a reporting entity is also required to disclose:
The amount of the transactions.
The amount of outstanding balances and:
their terms and conditions, including whether they are secured, and the nature of the consideration to be provided in settlement; and
details of any guarantees given or received.
Provisions for uncollectible receivables related to the amount of outstanding balances.
The expense recognised during the period in respect of bad or doubtful debts due from related parties.
FRS 8 Related party disclosures at paragraph 6(a) requires the names of the transacting related parties to be disclosed. Section 33 is silent on disclosing the names of the transacting related parties.
Key management personnel
Paragraph 33.6 requires disclosure of key management personnel compensation. Under FRS 8 no disclosure is necessary for emoluments in respect of services as an employee of the reporting entity (FRS 8.3(e)). Notwithstanding this exemption, the Companies Act 2006 does require disclosure of directors’ remuneration in the financial statements.
The key issue here concerns the definition of ‘key management personnel’. FRS 102 takes a wider view of key management personnel and does not simply regard such personnel as being confined to those who are a director (see earlier in the article).
As a result compensation to key management personnel will include all employee benefits (the definition of which are contained in Section 28 Employee Benefits) and will include share-based payments and all forms of consideration paid, payable and provided by the entity (or on behalf of the entity) in exchange for services rendered to the entity. All such compensation must be disclosed in total.
Conclusion
The underlying principles involved where related parties are concerned remain largely unchanged from FRS 8. However, there are a couple of notable differences in Section 33 compared to FRS 8 including:
No specific requirement to name transacting related parties;
Slight differences in the wording exempting subsidiary undertakings from disclosing related party transactions with each other where they are wholly-owned (although the meaning is essentially still the same);
Disclosure of key management personnel is not required under FRS 8 whereas FRS 102 requires such disclosure under paragraph 33.6; and
No exemption from disclosure in FRS 8 for state-controlled entities.
Category: Accounting and standards, Audit
About the Author (Author Profile)
Steve Collings is the audit and technical director at Leavitt Walmsley Associates Ltd and the author of 'Interpretation and Application of International Standards on Auditing'. He is also the author of 'IFRS For Dummies' and 'The AccountingWEB Guide to IFRS'. More about Steve's publications can be found by clicking on the 'Published Work' tab on the homepage. Steve is also a regular contributor of articles to www.accountingweb.co.uk, the UK's largest resource for professional accountants on a free subscription basis and is a member of the Society of Authors. Steve is an Editorial Board member for Wiley Insight IFRS and sits on the AAT's Financial Reporting Technical Panel. In 2011 Steve was named 'Accounting Technician of the Year' at the British Accountancy Awards and won 'Outstanding Contribution to the Accountancy Profession' by the Association of International Accountants in 2013. Follow Steve on Twitter - @stecollings
FRS 102 applies to medium or large companies whose accounting periods commence on or after 1 January 2015. This will therefore cover the year ended 30 June 2016 for Charlton, Baton, whoever.
In essence it appears that ' Key management Personnel' plays exemptions granted to wholly owned subsidiaries and 'professional judgement' determines the winner.
Btw I think her wages should be public as all should be.
Not directly relevant to this discussion but perhaps an indication that the regime is prepared to "test" the rules, it will be recalled that last year Fifa handed down fines to four clubs for breach of third-party ownership regulations, namely Twente Enschede, Seville, Santos - and our old friends STVV.