Meire's missing salary - a matter of lawfulness

Airman Brown

‪http://www.castrust.org/2017/07/615846‬/

Good work by the Trust, following up Mrs Airman's question to Meire at the Q&A in April.

Why doesn't Joyes give HIS view in his letter?

Addickted

Is this the East Kent version?

Airman Brown

Addickted said:

Is this the East Kent version?

Fixed it.

dickplumb

I can't say that I am interested in knowing what her salary is. To be honest with you £10 per week would be too much.

Airman Brown

dickplumb said:

I can't say that I am interested in knowing what her salary is. To be honest with you £10 per week would be too much.

Meire was very keen to pontificate about the breach of the law when someone deleted her name at Companies House. She's a lawyer. She doesn't get to decide which laws she obeys.

She didn't like the question at the Q&A, I'm told, and that's a good enough reason to pursue it for me. It's just another example of her arrogance that she thinks she can fob people off, in my view.

Previous chief execs have disclosed their salaries.

SporadicAddick

Airman Brown said:

‪http://www.castrust.org/2017/07/615846‬/

Good work by the Trust, following up Mrs Airman's question to Meire at the Q&A in April.

Why doesn't Joyes give HIS view in his letter?

because, I am led to believe, he also thinks the place is a basket case?

Karim_myBagheri

Whatever she earns it's too much. However if Boris Johnson can get a job then any cretin can get one. Shows its who you know and she seems to know uncle Roly fairly well.

Hornchurch

Was their reply not even on headed paper?

He spells her name wrong in the first paragraph.

Amateur in every way. Perhaps she doesn't get paid.

Airman Brown

SporadicAddick said:

Airman Brown said:

‪http://www.castrust.org/2017/07/615846‬/

Good work by the Trust, following up Mrs Airman's question to Meire at the Q&A in April.

Why doesn't Joyes give HIS view in his letter?

because, I am led to believe, he also thinks the place is a basket case?

I don't know what he thinks.

I do think his letter has been worded in such a way that it is non-accountants - with no professional standards to uphold - who are giving their view in it, rather than his. Why is it couched in such strange terms? Why doesn't it address the specific point of law set out by CAST - "or otherwise in connection with the management of the affairs of the company"?

How can the position of chief executive not be covered by that?

Airman Brown

Hornchurch said:

Was their reply not even on headed paper?

He spells her name wrong in the first paragraph.

Amateur in every way. Perhaps she doesn't get paid.

It's on the OS in that form with the latest Fans' Forum minutes.

soapy_jones

She's stealing a living, no wonder she's touchy!

Jodaius

I think he's shot himself right in the foot with that response. How any reasonable person can conclude that services as a Chief Executive don't meet the definition of 'qualifying services' is beyond me.

There are a number of options for pursuing this - has anybody raised with Companies House or the Insolvency Service?

cafcfan

Okay, my 2p worth. Companies Act 2006

First, S227 (1) For the purposes of this Part a director's “service contract”, in relation to a company, means a contract under which—
(a)a director of the company undertakes personally to perform services (as director or otherwise) for the company, or for a subsidiary of the company...(my emphasis).

Second, Section 412 Information about directors' benefits: remuneration

(1)The Secretary of State may make provision by regulations requiring information to be given in notes to a company's annual accounts about directors' remuneration. Then in subsection 2 (d) benefits receivable, and contributions for the purpose of providing benefits, in respect of past services of a person as director or in any other capacity while director; (Again, my emphasis).

That latter bit indicates that there should be a Statutory Instrument somewhere underpinning the Act but I've yet to find it.

Anyway, assuming it exists, AND there's not a supplementary piece of legislation regarding unquoted/small companies having an exemption, I fail to see how her pay as a CEO, which must be (or should be) set out in her director's service contract should not also be disclosed in the accounts as "director's remuneration" on the basis that being CEO is "any other capacity".

That said, it is a somewhat trivial matter.

Red_Pete_in_Dubai

The key here is that it has all been signed off by the auditors as true & fair. So there is obviously a valid reason why the disclosure is what it is. Auditors would not allow a non-legal disclosure without drawing attention to it in their report.

Jodaius

Red_Pete in Dubai said:

The key here is that it has all been signed off by the auditors as true & fair. So there is obviously a valid reason why the disclosure is what it is. Auditors would not allow a non-legal disclosure without drawing attention to it in their report.

As an auditor myself I disagree. Auditors do (sometimes) make mistakes, and just because it's got a clean audit opinion doesn't mean it's above scrutiny. There may well be a reasonable answer, but it doesn't mean it's not a valid question.

cafcfan

Red_Pete in Dubai said:

The key here is that it has all been signed off by the auditors as true & fair. So there is obviously a valid reason why the disclosure is what it is. Auditors would not allow a non-legal disclosure without drawing attention to it in their report.

You have more faith than me in the overall competency of auditors. Charlton's described themselves, quaintly, as "a niche firm". Which is cute.

Red_Pete_in_Dubai

I qualified as a chartered accountant back in 1981 so I have more than 35 years experience of both audit & statutory account preparation. David Joyce is also a chartered accountant & would be putting his professional career at risk if he knowingly prepared accounts that were not in compliance with all the relevant professional standards & disclosure requirements. The auditors will also have gone through every note to the accounts in detail before signing them off. All auditors are subject to the same level of professional standards, regardless of size.

The actual reason for the non-disclosure of KM's remuneration will probably be due to specifics contained in her employment contract, as well as certain service & management agreements between Charlton & its Belgian holding company. These will be confidential so it may be difficult to ever get a full answer to the question posed.

PragueAddick

@Red_Pete in Dubai

If you are suggesting that she might in fact be an employee of Staprix rather than CAFC, why should that be properly regarded as confidential, as opposed to simply something that they would prefer to keep quiet about?

I don''t know if that is the reason, and it is only my guess, however if it were true, it would be important for those who are concerned about the governance of CAFC to find this out and consider the possible implications.

Redskin

Let's say her is salary is made public.
Then what?

Airman Brown

Meire says that she is paid by CAFC Ltd as chief executive - prior to that we assumed she might be paid via Staprix. If she is not paid by CAFC then she and Joyes are both lying and Joyes is specifically lying about the accounts. I don't believe that is likely.

The auditors were appointed by Slater and Jimenez. I have found what an experienced accountant confirmed appeared to be errors in previous years.

I agree that the auditors need to be challenged, but the club is not relying on a particular exemption. It is stating that (the board believes) chief executive pay does not have to be declared as directors' pay, which numerous accountants have declared is bollocks, to use a technical term.

It is singular to say the least that it does not state that as fact, does not point to an exemption and that its chief financial officer avoids stating that the view expressed is consistent with his own opinion.

Red_Pete_in_Dubai

Prague, that may well be the case. If she is an employee of Staprix then she could still be being paid by Charlton in the U.K. for tax reasons but her salary not included in the books of the club as it would just be charged back to Staprix. 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.

There are a lot of different scenarios that would achieve the goal of not disclosing her salary in Charlton's accounts.

Airman Brown

Red_Pete in Dubai said:

Prague, that may well be the case. If she is an employee of Staprix then she could still be being paid by Charlton in the U.K. for tax reasons but her salary not included in the books of the club as it would just be charged back to Staprix. 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.

There are a lot of different scenarios that would achieve the goal of not disclosing her salary in Charlton's accounts.

But that is not the club's explanation. Meire and Joyes have both said, the latter in writing, that she is paid by CAFC Ltd.

Joyes: "Katrien Meire does receive remuneration from Charlton Athletic Football Company Limited in her capacity as Chief Executive of the company. This remuneration is included in the staff costs note (note 6 of the 30 June 2016 accounts – Charlton Athletic Football Company Limited and Baton 2010 Limited). This remuneration is also included in the Key Management Compensation disclosure of note 6 in the Baton 2010 Limited accounts."

SoundAsa£

Karim_myBagheri said:

Whatever she earns it's too much. However if Boris Johnson can get a job then any cretin can get one. Shows its who you know and she seems to know uncle Roly fairly well.

Why bring Boris Johnson into this debate, what a strange thing to do?

Covered End

Redskin said:

Let's say her is salary is made public.
Then what?

This ?

Baldybonce

We can all be apoplectic with rage!

and things will just carry on as they are.

Airman Brown

Covered End said:

Redskin said:

Let's say her is salary is made public.
Then what?

This ?

Why bother to publish the accounts at all then? Why should they have to keep accounts? I mean, if Roland doesn't want to, why should he have to?

Henry Irving

Covered End said:

Redskin said:

Let's say her is salary is made public.
Then what?

This ?

I would agree but as it is something they want to hide maybe there is something to hide.

I don't care what she gets paid but it's clearly an issue for her.

IdleHans

To distinguish between her role as chief executive and director for remuneration purposes is clearly bollocks. If that were the case, it's a massive loophole for every other UK company director to exploit in not disclosing their remuneration.
That they don't do this suggests CAFC's approach isn't entirely legitimate, or at least is not interpreted as being so by the vast majority of auditors.
There are plenty of directors who I am sure would rather not disclose their fees, but it is a specific requirement of the Companies Act that they do so.

Idle (ACA, 1992)

_MrDick

Could it be that they budget for her salary and she charges CAFC through a limited company. Thus they appear in the accounts as a staff cost but she pays tax and NI through her company? That's what happens where I work. We employ consultants. That arrangement could be in breach of IR35 regulations.

Airman Brown

_MrDick said:

Could it be that they budget for her salary and she charges CAFC through a limited company. Thus they appear in the accounts as a staff cost but she pays tax and NI through her company? That's what happens where I work. We employ consultants. That arrangement could be in breach of IR35 regulations.

Prothero was paid through a limited company. His pay was disclosed as directors' remuneration.

bobmunro

Airman Brown said:

Covered End said:

Redskin said:

Let's say her is salary is made public.
Then what?

This ?

Why bother to publish the accounts at all then? Why should they have to keep accounts? I mean, if Roland doesn't want to, why should he have to?

Yes - but I believe Redskin and CE's point (unless I'm mistaken) is implying a 'what's the point' or as they say in the vernacular a 'who gives a f*ck' observation.

What's the agenda here, Rick? I'm sure there is a reasonable and lawful explanation but what if they have failed to disclose that which they should have disclosed - does that mean Two Sheds will be sent to prison and be made bankrupt, thereby allowing the insolvency practitioner to sell off the debt-ridden CAFC for a quid?

Or have I missed the purpose of the challenge? (genuine question - I may well have missed it).