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Meire's missing salary - a matter of lawfulness

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  • dickplumb said:

    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...
    I wonder if her "hidden" salary is not overinflated but quite the reverse ? That would be cause for a certain amount of embarrassment ?

  • @LenGlover

    Not being a finance bod myself, your extensive cut and paste is flying over my head. I would be very interested in the conclusion you draw from it though..
  • dickplumb said:

    Meire is like Teflon, nothing sticks.

    Except she isn't, she's been known to get very flustered and frustrated by various lines of questioning and even crying on occasions. The problem has been that we haven't kept the pressure up enough on her, whether or not that's because she's a woman and people feel uncomfortable "targeting" her I don't know, but digging into something like this will help to do that.

    I genuinely believe we can pressure Meire into resigning and that if we do that Roland might well sell. But even if he doesn't, we know for sure that it will annoy the hell out of him and that alone has got to be worth it.
  • edited July 2017

    @LenGlover

    Not being a finance bod myself, your extensive cut and paste is flying over my head. I would be very interested in the conclusion you draw from it though..

    I could be wrong but I'm not sure any of it is relevant to how Meire's salary is treated in the accounts. It's all about how intra-group transactions are to be treated and whether there may be a conflict of interest isn't it?
    As things stand we believe we know that Meire is paid as CEO but does not get paid for being a director. But that whatever she does get is paid away by (one of the two) CAFC companies. In any event, surely the FRS stuff is merely guidance and is trumped by the actual legisaltion?

    I've a mate whose son is a project director at the Financial Reporting Council. I'll ask the question. (But it may take a few weeks, I think he's on holiday at the moment.)
  • edited July 2017

    @LenGlover

    Not being a finance bod myself, your extensive cut and paste is flying over my head. I would be very interested in the conclusion you draw from it though..

    At the outset let me state unambiguously that as a matter of principle, morality, transparency and general good practice I feel that the remuneration of the directors should be disclosed.

    However this thread is entitled 'Meire's missing salary - a matter of lawfulness.'

    I have tried to demonstrate that 'lawfulness' is ambiguous particularly given how recent the EU finance directive, FRS 102, actually is. There simply has not been time to test these matters in court.

    Wholly owned subsidiaries (which I understand is the position of Charlton / Baton) appear exempt from such disclosures under the letter of FRS 102. However it (FRS 102) also introduces the concept of 'key management personnel' whereby the requirements are stricter than previously.

    My limited knowledge suggests that, given the ambiguity highlighted, it is a matter of the 'professional judgement' of the directors and auditors as to whether or not Meire's salary should lawfully be disclosed.

    This will remain the position in my view until such situations are tested in a court of law.

    Anyone in accountancy will tell you that FRS 102 is a bastard to interpret!
  • I do not see why FRS 102 is relevant. Surely the disclosure of directors remuneratiom is a Companies Act requirement.
  • edited July 2017
    LeeValley said:

    I do not see why FRS 102 is relevant. Surely the disclosure of directors remuneratiom is a Companies Act requirement.

    Again there is ambiguity because it is so recent but it is my understanding that as an accounting standard based on an EU directive FRS 102 trumps the UK 2006 Companies Act where there is conflict.

    Therefore it could well be relevant.

    https://www.rsmuk.com/frs-102-hub/frs-102-frequently-asked-questions

    My understanding from above is that England and Wales Company Law has (is) changing to reflect FRS 102 requirements.

    12. Will the changes to Company Law to implement the EU Accounting Directive affect FRS 102 or FRS 101?

    Yes; from periods starting on or after 1 January 2016, unless you choose to adopt all the changes to Company Law earlier.
  • dickplumb said:

    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...
    Surely in a nutshell if Rolaand can rock up and decide that Kermogant (for example) isn't worth his salary and he'd rather replace him with dog shit then if we knew what Katrien was being paid we could comment on whether a similar fate should befall her....




    Although I've heard some shit can be quite pricey so we may need to look for a cheaper alternative for her.....
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  • Redskin said:

    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.

    If it were revealed she was being paid minimum wage, it might go some way towards explaining why the club is in the state it's in. It might also end any interest in the subject knowing she's not being excessively overpaid and explaining that when you have a monkey doing the job, peanuts is close to what you should be paying.
  • I wonder if the top London legal firm is still investigating Frank Bruno's resigngate.
  • 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.

    Do players count in that though, because if so, then highest earning will surely be Teixeira
  • Jodaius 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.
    Quite right the directors of the club have a legal responsibility to prepare accounts that show a true and fair view and comply with the Companies Acts while the external auditors then report on that compliance. If the auditors have got it wrong it doesn't mean that the directors responsibility has gone away. The whole matter including the correspondence to date should be passed to the FRC here https://www.frc.org.uk/Our-Work/Corporate-Governance-Reporting/Corporate-Reporting-Review.aspx (Charlton falls within their remit as a large private company)
  • LenGlover said:

    LeeValley said:

    I do not see why FRS 102 is relevant. Surely the disclosure of directors remuneratiom is a Companies Act requirement.

    Again there is ambiguity because it is so recent but it is my understanding that as an accounting standard based on an EU directive FRS 102 trumps the UK 2006 Companies Act where there is conflict.

    Therefore it could well be relevant.

    https://www.rsmuk.com/frs-102-hub/frs-102-frequently-asked-questions

    My understanding from above is that England and Wales Company Law has (is) changing to reflect FRS 102 requirements.

    12. Will the changes to Company Law to implement the EU Accounting Directive affect FRS 102 or FRS 101?

    Yes; from periods starting on or after 1 January 2016, unless you choose to adopt all the changes to Company Law earlier.
    Yes it is - but the requirements in respect of directors emoluments are a separate part of the Companies Act 2006 - which is why audit opinions report on compliance with the Companies Acts as well as accounting standards.
  • If it were to be found that KM was in breach of the Companies Act in this regard even the FA might have some problem with her meeting their "fit and proper" requirements.
  • i disagree. An omission in audit disclosures is a trivial failing, however frustrating it might be. Companies House won't even be interested (stuff they've accepted is full of obvious errors) and it's hardly Maxwellian in its magnitude.
    The FA would see Pol Pot as fit and proper anyway.
  • sm said:

    If it were to be found that KM was in breach of the Companies Act in this regard even the FA might have some problem with her meeting their "fit and proper" requirements.

    What IdleHans said. The FA are gutless and basically toothless to their paymasters in the Premier League. They are a waste of Blazers.
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  • LenGlover said:

    LeeValley said:

    I do not see why FRS 102 is relevant. Surely the disclosure of directors remuneratiom is a Companies Act requirement.

    Again there is ambiguity because it is so recent but it is my understanding that as an accounting standard based on an EU directive FRS 102 trumps the UK 2006 Companies Act where there is conflict.

    Therefore it could well be relevant.

    https://www.rsmuk.com/frs-102-hub/frs-102-frequently-asked-questions

    My understanding from above is that England and Wales Company Law has (is) changing to reflect FRS 102 requirements.

    12. Will the changes to Company Law to implement the EU Accounting Directive affect FRS 102 or FRS 101?

    Yes; from periods starting on or after 1 January 2016, unless you choose to adopt all the changes to Company Law earlier.
    Thank god for Brexit
  • With thanks to Len for his detailed postings, I don't think the related parties transaction rules are the issue here. Working on the assumption she was paid solely by Staprix, we had looked at these in previous years to see if the club could avoid disclosure in that way.

    This year (re the 15/16 accounts) however, both Meire and Joyes have stated that she is paid by CAFC Ltd as chief executive. Taken at face value that is not a related party transaction for CAFC Limited, as I understand the concept, it is straightforward payment to key management by and within the same company of which she is a director.

    Moreover Joyes confirms that her pay is included in key management pay, as disclosed in Baton's accounts, which consolidate CAFC Ltd and Holdings Ltd (which is irrelevant), and which invites us to draw the conclusion that her remuneration is significant, by virtue of the sums disclosed there.

    Importantly, the club explicitly argues that chief executive pay is separate from a director's remuneration. This is therefore the point of company law at issue and I have found no one who believes that can be the case - and indeed that has never been CAFC's view before. Joyes himself disclosed Prothero's remuneration in 12/13 and 13/14, even though the latter was contracted via a separate company, although I accept Prothero was not chief executive but exec vice chairman.

    Kavanagh and Waggott were paid as chief executive and their full pay was disclosed as director's remuneration in previous accounting years.

    The club did not adopt FRS 102 until 15/16, so even if it were in some way relying on it here, that would not explain the omission of her pay in 13/14 and 14/15.

    There may be other mechanisms available to keep Meire's pay out of the public domain - but that is not the club's public position. They say a chief executive's pay need not be disclosed because it is not directors' remuneration. And we say that is bollocks.

    I would pass it all to the FRC for them to decide - as it it is their job to do so. Remember they got Al Capone on tax evasion.
  • LenGlover said:

    LeeValley said:

    I do not see why FRS 102 is relevant. Surely the disclosure of directors remuneratiom is a Companies Act requirement.

    Again there is ambiguity because it is so recent but it is my understanding that as an accounting standard based on an EU directive FRS 102 trumps the UK 2006 Companies Act where there is conflict.

    Therefore it could well be relevant.

    https://www.rsmuk.com/frs-102-hub/frs-102-frequently-asked-questions

    My understanding from above is that England and Wales Company Law has (is) changing to reflect FRS 102 requirements.

    12. Will the changes to Company Law to implement the EU Accounting Directive affect FRS 102 or FRS 101?

    Yes; from periods starting on or after 1 January 2016, unless you choose to adopt all the changes to Company Law earlier.
    Thank god for Brexit
    The EU Directives are only to implement International Financial Reporting Standards - even if Brexit happens I presume that we will still want to be part of the rest of the world.
  • sm said:

    With thanks to Len for his detailed postings, I don't think the related parties transaction rules are the issue here. Working on the assumption she was paid solely by Staprix, we had looked at these in previous years to see if the club could avoid disclosure in that way.

    This year (re the 15/16 accounts) however, both Meire and Joyes have stated that she is paid by CAFC Ltd as chief executive. Taken at face value that is not a related party transaction for CAFC Limited, as I understand the concept, it is straightforward payment to key management by and within the same company of which she is a director.

    Moreover Joyes confirms that her pay is included in key management pay, as disclosed in Baton's accounts, which consolidate CAFC Ltd and Holdings Ltd (which is irrelevant), and which invites us to draw the conclusion that her remuneration is significant, by virtue of the sums disclosed there.

    Importantly, the club explicitly argues that chief executive pay is separate from a director's remuneration. This is therefore the point of company law at issue and I have found no one who believes that can be the case - and indeed that has never been CAFC's view before. Joyes himself disclosed Prothero's remuneration in 12/13 and 13/14, even though the latter was contracted via a separate company, although I accept Prothero was not chief executive but exec vice chairman.

    Kavanagh and Waggott were paid as chief executive and their full pay was disclosed as director's remuneration in previous accounting years.

    The club did not adopt FRS 102 until 15/16, so even if it were in some way relying on it here, that would not explain the omission of her pay in 13/14 and 14/15.

    There may be other mechanisms available to keep Meire's pay out of the public domain - but that is not the club's public position. They say a chief executive's pay need not be disclosed because it is not directors' remuneration. And we say that is bollocks.

    I would pass it all to the FRC for them to decide - as it it is their job to do so. Remember they got Al Capone on tax evasion.
    Agreed there is a lot of conjecture here and interpretation has the Trust, Airman or anyone else raised this with the authorities after all their view will be the one that counts?
  • Kap10 said:

    sm said:

    With thanks to Len for his detailed postings, I don't think the related parties transaction rules are the issue here. Working on the assumption she was paid solely by Staprix, we had looked at these in previous years to see if the club could avoid disclosure in that way.

    This year (re the 15/16 accounts) however, both Meire and Joyes have stated that she is paid by CAFC Ltd as chief executive. Taken at face value that is not a related party transaction for CAFC Limited, as I understand the concept, it is straightforward payment to key management by and within the same company of which she is a director.

    Moreover Joyes confirms that her pay is included in key management pay, as disclosed in Baton's accounts, which consolidate CAFC Ltd and Holdings Ltd (which is irrelevant), and which invites us to draw the conclusion that her remuneration is significant, by virtue of the sums disclosed there.

    Importantly, the club explicitly argues that chief executive pay is separate from a director's remuneration. This is therefore the point of company law at issue and I have found no one who believes that can be the case - and indeed that has never been CAFC's view before. Joyes himself disclosed Prothero's remuneration in 12/13 and 13/14, even though the latter was contracted via a separate company, although I accept Prothero was not chief executive but exec vice chairman.

    Kavanagh and Waggott were paid as chief executive and their full pay was disclosed as director's remuneration in previous accounting years.

    The club did not adopt FRS 102 until 15/16, so even if it were in some way relying on it here, that would not explain the omission of her pay in 13/14 and 14/15.

    There may be other mechanisms available to keep Meire's pay out of the public domain - but that is not the club's public position. They say a chief executive's pay need not be disclosed because it is not directors' remuneration. And we say that is bollocks.

    I would pass it all to the FRC for them to decide - as it it is their job to do so. Remember they got Al Capone on tax evasion.
    Agreed there is a lot of conjecture here and interpretation has the Trust, Airman or anyone else raised this with the authorities after all their view will be the one that counts?
    Now we've got the club's view in writing this will happen. I think the letter is a blunder on their part as it effectively narrows the issue to the point made in it.

    Assuming what it says about Meire is truthful, which I do, it's fairly clear cut IMO - can a chief executive's pay lawfully be characterised as not "in connection with the management of the affairs of the company"?

    Good luck with that.
    Good to hear, look forward with interest the outcome. Thanks.
  • sm said:

    LenGlover said:

    LeeValley said:

    I do not see why FRS 102 is relevant. Surely the disclosure of directors remuneratiom is a Companies Act requirement.

    Again there is ambiguity because it is so recent but it is my understanding that as an accounting standard based on an EU directive FRS 102 trumps the UK 2006 Companies Act where there is conflict.

    Therefore it could well be relevant.

    https://www.rsmuk.com/frs-102-hub/frs-102-frequently-asked-questions

    My understanding from above is that England and Wales Company Law has (is) changing to reflect FRS 102 requirements.

    12. Will the changes to Company Law to implement the EU Accounting Directive affect FRS 102 or FRS 101?

    Yes; from periods starting on or after 1 January 2016, unless you choose to adopt all the changes to Company Law earlier.
    Thank god for Brexit
    The EU Directives are only to implement International Financial Reporting Standards - even if Brexit happens I presume that we will still want to be part of the rest of the world.
    Oh FFS, so after we finally finish brexit we will then have to go through Wexit/Worlexit ?
  • One can't help but be suspicious when an accountant is looking to hide things in the accounts. It kinda confirms all is not well when they try to use the ambiguous regulations to avoid clarification.

    Football has a terrible history with HMRC and it is the supporters of those clubs, suppliers, and tax payers that have suffered accordingly. To be fair, the FA have played a big part in ensuring that clubs are up to date in paying their tax and getting their tax affairs in order. Making accounts more open to supporters would be another good step in the right direction.

    The question on her salary is not why it should be disclosed, but why not?
  • LenGlover said:

    FRS 102 is somewhat ambiguous....

    https://www.accountingweb.co.uk/business/financial-reporting/frs-102-creates-element-of-confusion-around-related-party-disclosures

    In summary it seems to be down to professional judgement although nobody is absolutely sure

    EDIT: This explains it better. The first link doesn't seem to be available in its entirety.

    http://www.aatcomment.org.uk/frs-102-directors-transactions-for-small-companies/

    So the UK is not allowed to impose disclosure requirements beyond what is required by EU Directives. No one knows what the EU directive means as it uses expressions that (a) don't mean anything or (b) mean what you want them to mean. Of course you can spend a £m on lawyers and go to to the ECJ to make a decision. Anyone who thinks it's an accidental aberration voted Remain.
  • LenGlover said:

    FRS 102 is somewhat ambiguous....

    https://www.accountingweb.co.uk/business/financial-reporting/frs-102-creates-element-of-confusion-around-related-party-disclosures

    In summary it seems to be down to professional judgement although nobody is absolutely sure

    EDIT: This explains it better. The first link doesn't seem to be available in its entirety.

    http://www.aatcomment.org.uk/frs-102-directors-transactions-for-small-companies/

    So the UK is not allowed to impose disclosure requirements beyond what is required by EU Directives. No one knows what the EU directive means as it uses expressions that (a) don't mean anything or (b) mean what you want them to mean. Of course you can spend a £m on lawyers and go to to the ECJ to make a decision. Anyone who thinks it's an accidental aberration voted Remain.
    Welcome back, Dipps. How is that 2 year guarantee on your new washing machine working out? What? It's only 1 year? You mean the UK decided to ignore the EU directive? Well I never... anyway back to to the topic :-)

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