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.
Could any of the various parts of the CAFC company structure be classed as 'small'. I thought the turnover had to be below a quite low limit for a company to qualify as that.
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.
Could any of the various parts of the CAFC company structure be classed as 'small'. I thought the turnover had to be below a quite low limit for a company to qualify as that.
Holdings doesn't have to file full accounts because it doesn't do anything except accrue notional income in rent from CAFC Limited as the freeholder of The Valley.
Or at least this was the case. In January 2016 it commissioned the leaked report on the value of residential redevelopment of The Valley.
In any event, Holdings and CAFC Ltd are consolidated in Baton 2010 Ltd.
Those of us who want the owner out support anything that might annoy and potentially be the straw that breaks the camel's back. Who knows what that final straw might be. We have to keep placing them though.
Just catching up on this. The reason I love this forum is what starts as a question about our club's CEO, somehow turns into a debate about FRS102 and whether or not it's an EU Directive
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.
Hey, for the record I think it's a bit rich for you to call me tiresome.
I do not think you are generally tiresome, but I thought it unfortunate that you chose to join those who too readily seek to portray Airman as acting out of personal animosity. After all, you take some pride in giving her a right grilling at Bromley, repeating the same questions in the hope of a coherent answer, as I understand. From my point of you, good on you. From Meire's POV, she probably thinks you and Airman are fellow vinegar pissers. I would also take issue with what the centre ground of the support base thinks about this, but just defining who the centre ground is, is a can of worms, so I'll let that go. But you cannot compare this activity with hassling Meire's family, no way.
Just for clarity, I wasn't comparing the act of "hassling" of Meire's father, with the act of attempting to discover Meire's salary. I was trying to get over the point that you need the support of the majority.
I'm unsure as to whether the "Meire's father" incident had majority support and I was questioning whether attempting to discover Meire's salary would have majority support.
Basically, I've always maintained that you shouldn't complain about everything, but only that which is justified, because otherwise you may appear like "the boy that cried wolf" and you may start to lose your support.
I hope that makes it clearer.
It really doesn't matter whether it has "majority support" because it doesn't affect anyone else and as it's the law it cannot sensibly be said to be intrusive or unfair to pursue it.
So we now know for a fact that by not disclosing Miere's salary, the club are breaking the law?
Her name's Meire. It's a matter of law either way.
So you don't know.
So far I haven't found an accountant who hasn't laughed at David Joyes' explanation, if that helps.
Again: assuming what his letter says about Meire is truthful, which I do, and that is the explanation for the treatment in the accounts, as he suggests, the only issue is can a chief executive's pay lawfully be characterised as not "in connection with the management of the affairs of the company"?
There could be another explanation, but this is what club has effectively said.
Don't know, then. That doesn't mean to say to say the club hasn't broken the law, it may well have done, but as yet we don't know.
I agree - but three of the four things you highlight turn on the club's veracity. The fourth hinges on whether the chief executive is involved in managing the affairs of the company.
Acting lawfully but lying to fans might not be a much better outcome for them.
I said a few weeks back that I would try to find out what I could about the legal position and report back. I now have an answer (of sorts). I guess this is mainly for @Airman Brown but others might be interested.
I should preface what I pass on here by explaining that while the individual that gave me the information is well qualified and well placed, it remains his opinion. Whatever an individual (or organisation) might say, it is only the courts that can provide a definitive interpretation of the law.
Anyway, I have been told that the requirement to report for a small unlisted company depends upon the total (my emphasis) emoluments for directors. If they are in total for all directors more than £200k then the highest paid director's emoluments do need to be disclosed separately. However, if neither applies then it does not trigger disclosure unless the emoluments are not at "market rate".
I have looked further at this explanation and assume that it derives from a statutory instrument entitled "The Company Accounts (Disclosure of Directors' Emoluments) Regulations 1997". Anyone interested can read the SI here: legislation.gov.uk/uksi/1997/570/made. Note that it precedes the update to the main Companies Act which happened in 2006 but it does not seem to have been repealed/replaced.
So, broadly the highest paid director should disclose their total emoluments for "qualifying services" as long as the above conditions are met. "Qualifying services" seem to, in relation to directors’ remuneration, include his or her services as a director of the company and whilst director of the company, his or her services as a director of any of the company’s subsidiaries. Also there now is no longer a requirement to distinguish between emoluments in respect of services as a director and other emoluments. Qualifying services therefore now include all emoluments for a director whether in their capacity as a director of the company or in connection with the management of the affairs of the company or its subsidiaries. (My emphasis).
That last bit seems to indicate that a director's emoluments should include in disclosure any remuneration paid in another role, for example, CEO. HOWEVER, the get out would appear to be whether the total paid to directors exceeds £200k. On the basis that Roland is not paying himself and neither is Murray taking a fee, the only monies paid to directors would be the sums paid to Meire. So, if she is getting less than £200k, there is no requirement to disclose in the annual report.
This appears to be at odds with the explanation given by the Club. But it could mean that there is indeed a legitimate reason not to disclose. Just not the one they claimed!
The unanswered question, therefore is does Meire get paid more than £200k per annum (for all her roles)? If not, this is a non-issue.
In the circumstances it seems also to be one that would not interest the authorities.
What about 'benefits in kind'. So, say she gets paid £190k plus 20% pension contribution, free flights home, a nice 2 bed apartment, company car and a three week holiday in Dubai every year?
What about 'benefits in kind'. So, say she gets paid £190k plus 20% pension contribution, free flights home, a nice 2 bed apartment, company car and a three week holiday in Dubai every year?
Plus free food on match days, if there's any left after you know who.
What about 'benefits in kind'. So, say she gets paid £190k plus 20% pension contribution, free flights home, a nice 2 bed apartment, company car and a three week holiday in Dubai every year?
What about 'benefits in kind'. So, say she gets paid £190k plus 20% pension contribution, free flights home, a nice 2 bed apartment, company car and a three week holiday in Dubai every year?
Benefits in kind are not included in salary, you just have to pay the tax personally yourself.
@cafcfan thanks for the reply but as you say it does not correspond with the club's explanation and more to the point it would still not explain why the club makes a declaration of zero - if there was a qualifying threshold for aggregate remuneration (as opposed to individual remuneration) then all the club would need to say is that the threshold is not met, or nothing.
Instead, it says directors' remuneration is zero, which in terms of what the statutory instrument defines it as cannot be consistent with what Meire said publicly and Joyes says in the letter. Chief executive pay MUST be included in directors' remuneration.
My personal understanding is that the £200k threshold is for individuals only and that there is none for the aggregate, which is consistent with a zero declaration (even if incorrect). But I am not an accountant!
What about 'benefits in kind'. So, say she gets paid £190k plus 20% pension contribution, free flights home, a nice 2 bed apartment, company car and a three week holiday in Dubai every year?
What about 'benefits in kind'. So, say she gets paid £190k plus 20% pension contribution, free flights home, a nice 2 bed apartment, company car and a three week holiday in Dubai every year?
Benefits in kind are not included in salary, you just have to pay the tax personally yourself.
This is why the term "emoluments" is used rather than salary or whatever, Broadly, emoluments are the gross taxable pay plus benefits in kind. So bonuses, expenses, if chargeable to tax, should be included.
@cafcfan thanks for the reply but as you say it does not correspond with the club's explanation and more to the point it would still not explain why the club makes a declaration of zero - if there was a qualifying threshold for aggregate remuneration (as opposed to individual remuneration) then all the club would need to say is that the threshold is not met, or nothing.
Instead, it says directors' remuneration is zero, which in terms of what the statutory instrument defines it as cannot be consistent with what Meire said publicly and Joyes says in the letter. Chief executive pay MUST be included in directors' remuneration.
My personal understanding is that the £200k threshold is for individuals only and that there is none for the aggregate, which is consistent with a zero declaration (even if incorrect). But I am not an accountant!
Me neither. But as you say, zero cannot be the right answer!
@cafcfan thanks for the reply but as you say it does not correspond with the club's explanation and more to the point it would still not explain why the club makes a declaration of zero - if there was a qualifying threshold for aggregate remuneration (as opposed to individual remuneration) then all the club would need to say is that the threshold is not met, or nothing.
Instead, it says directors' remuneration is zero, which in terms of what the statutory instrument defines it as cannot be consistent with what Meire said publicly and Joyes says in the letter. Chief executive pay MUST be included in directors' remuneration.
My personal understanding is that the £200k threshold is for individuals only and that there is none for the aggregate, which is consistent with a zero declaration (even if incorrect). But I am not an accountant!
Me neither. But as you say, zero cannot be the right answer!
Comments
Or at least this was the case. In January 2016 it commissioned the leaked report on the value of residential redevelopment of The Valley.
In any event, Holdings and CAFC Ltd are consolidated in Baton 2010 Ltd.
Oh hang on
I should preface what I pass on here by explaining that while the individual that gave me the information is well qualified and well placed, it remains his opinion. Whatever an individual (or organisation) might say, it is only the courts that can provide a definitive interpretation of the law.
Anyway, I have been told that the requirement to report for a small unlisted company depends upon the total (my emphasis) emoluments for directors. If they are in total for all directors more than £200k then the highest paid director's emoluments do need to be disclosed separately. However, if neither applies then it does not trigger disclosure unless the emoluments are not at "market rate".
I have looked further at this explanation and assume that it derives from a statutory instrument entitled "The Company Accounts (Disclosure of Directors' Emoluments) Regulations 1997". Anyone interested can read the SI here: legislation.gov.uk/uksi/1997/570/made. Note that it precedes the update to the main Companies Act which happened in 2006 but it does not seem to have been repealed/replaced.
So, broadly the highest paid director should disclose their total emoluments for "qualifying services" as long as the above conditions are met. "Qualifying services" seem to, in relation to directors’ remuneration, include his or her services as a director of the company and whilst director of the company, his or her services as a director of any of the company’s subsidiaries. Also there now is no longer a requirement to distinguish between emoluments in respect of services as a director and other emoluments. Qualifying services therefore now include all emoluments for a director whether in their capacity as a director of the company or in connection with the management of the affairs of the company or its subsidiaries. (My emphasis).
That last bit seems to indicate that a director's emoluments should include in disclosure any remuneration paid in another role, for example, CEO. HOWEVER, the get out would appear to be whether the total paid to directors exceeds £200k. On the basis that Roland is not paying himself and neither is Murray taking a fee, the only monies paid to directors would be the sums paid to Meire. So, if she is getting less than £200k, there is no requirement to disclose in the annual report.
This appears to be at odds with the explanation given by the Club. But it could mean that there is indeed a legitimate reason not to disclose. Just not the one they claimed!
The unanswered question, therefore is does Meire get paid more than £200k per annum (for all her roles)? If not, this is a non-issue.
In the circumstances it seems also to be one that would not interest the authorities.
Instead, it says directors' remuneration is zero, which in terms of what the statutory instrument defines it as cannot be consistent with what Meire said publicly and Joyes says in the letter. Chief executive pay MUST be included in directors' remuneration.
My personal understanding is that the £200k threshold is for individuals only and that there is none for the aggregate, which is consistent with a zero declaration (even if incorrect). But I am not an accountant!