• Who does what in the Albion boardroom?

    Albion fans may have been scratching their heads about a small story in the Argus (and I'm not talking about player recruitment for once) advising that four non-executive directors had each bought 5,000 shares in the Albion at face value 'to comply with company law'.

    The Albion company structure

    The way the Albion is structured as a business is as follows:

    Brighton and Hove Albion Holdings Limited owns 100% of two active trading companies

    Brighton and Hove Albion Football Club Limited
    The Community Stadium Limited

    Brighton and Hove Albion Holdings Limited has just over 76 million 1 shares, 71 million of which are owned by Tony Bloom. In addition Tony Bloom has loaned the holding company 102 million (as at 30 June 2013).

    Who does what at the Albion?

    Here I am going to focus on Brighton and Hove Albion Holdings, which lost 15.3 million in the year ended 30 June 2013.

    Tony Bloom is the chairman, that means that he is responsible for ensuring the club is run by people with appropriate skills and experience, chairing meetings, ensuring the directors are allocated responsibilities and supporting the chief executive.

    Paul Barber is the chief executive. That means he is responsible for the day to day activities of the Albion, and applying the decisions made by the board (as well as answering emails from outraged fans at anti-social hours).

    David Jones (aka Ziggy Stardust) is the finance director. He's responsible for preparing the accounts (and keeping the board up to date about whether the Albion are within FFP targets).

    Derek Chapman is a director but also a director of Adenstar. According to the most recent accounts the Albion have paid Adenstar about 2.5 million for work at the Amex. This is quite common amongst companies and there is no evidence of anything untoward.

    Bob Comer is the company secretary. He's in charge of the paperwork, ensuring everything is filed correctly with appropriate government authorities such as Companies House. Bob is also a director of Adenstar.

    Non-executive directors are part-timers (insert Kemy Agustien joke here) who attend board meetings. The Albion currently have Bob Comer (see above), Adam Franks, Peter Godrey and Marc Sugarman. Each of these bought 5,000 shares in the club last month. Their role is to use their knowledge and experience to challenge the executive directors, help choose the strategy of the club, and decide the pay of the executive directors. The non-executives are also supposed to ensure the company operates in the best interests of shareholders, and not the directors. However, given that Tony Bloom is the main shareholder, and is also on the board, this seems a tad excessive.

    Little is known about Franks, Godfrey and Sugarman. They appear to by mates/acquaintances of Uncle Tony, and were brought in following rumours of a vast overspend at the Amex in the first season, which also brought about the appointment of Paul Barber.

    As for the purchase of the shares, this does seem bizarre, and at best a sign of good faith. I've trawled corporate governance documentation and there seems to be no evidence of non-execs having to hold shares in accordance with company law, or it being best practice. There's no indication that they shouldn't do it, but perhaps things will become clearer over the next few months. At best it could be said that they are now representing some of the other minority shareholders listed below, and thus could be used as part of the defence if the squabble between Dick Knight over his share sale turns ugly.

    Shares Percent
    Tony Bloom 70,275,000 92.49%
    William Brown 1,100,000 1.45%
    Dick Knight 1,002,500 1.32%
    Pig City Inc (Fatboy Slim) 750,000 0.99%
    Kevin Griffiths 582,000 0.77%
    Ray Bloom 535,000 0.70%
    Friday-Ad (Holdings) 500,000 0.66%
    Derek Chapman 460,750 0.61%
    Michael Hastilow 250,000 0.33%
    Sippchoice Trustees Ltd 200,000 0.26%
    Bob Pinnock (Former FD) 142,000 0.19%
    J.Gold 75,000 0.10%
    John Vickers (Generous fan!) 50,000 0.07%
    Joseph Hirschel 15,000 0.02%
    Edward David (Club Secretary) 10,000 0.01%
    Peter McConnell 10,000 0.01%
    John Town 5,000 0.01%
    Bob Comer 5,000 0.01%
    Adam Franks 5,000 0.01%
    Peter Godfrey 5,000 0.01%
    Marc Sugarman 5,000 0.01%
    Martin Perry 130 <0.01%
    Total 75,982,380 100.00%

    The most high profile 'other' shareholder is one Dick Knight (along with, perhaps, Fatboy Slim). DK's dispute with some other shareholders over the sale of his shares to buyers of his book is still rumbling on, and without wanting to be part of either team TB or team DK the only winners are likely to be the lawyers and accountants.

    However, the above table perhaps reveals the nature of the dispute. The shares are certainly not worth 1 each, and I have done some calculations in the past (see NSC main board if you really care that much) that suggest their market value is probably valued at nothing, but might generously be worth somewhere in the region of 11-18 pence at most.

    Therefore it's unlikely that it is the club (i.e Tony Bloom) who are hacked off at the thought of Dick Knight seeking to make a million pounds from his shares, but probably one or more of the other minority shareholders listed above, who know that realistically their share purchase was a donation rather than an investment, as they are unlikely to ever get a penny back.

    You may also be interested in:

    "Financial Fair Play, we're top of the league", true or false?
    Comments 11 Comments
    1. MattBackHome's Avatar
      MattBackHome -
      Good shit, El Pres.
    1. Sergei's Celebration's Avatar
      Sergei's Celebration -
      Excellent article El Pres.

      I have to say this part of NSC is really starting to impress me and provides the indepth analysis that you dont get elsewhere.
    1. Benny Seagull's Avatar
      Benny Seagull -
      agreed. i'm looking out for new articles in this section before anywhere else and have been very impressed with the journalistic talent NSC has to offer. keep up the good work, everyone.
    1. KZNSeagull's Avatar
      KZNSeagull -
      More good stuff. No excuses for not knowing certain aspects of the club now
    1. mrreso's Avatar
      mrreso -
      He took a homeless club with the whole community ripped out, payed its debts off, payed 80million for a new stadium, rebuilt that community even better for kids/disabled/albion in the community with a lot of transparency and risk involved, payed nearly 30 million for training facilities and he ensured through charters and laws that the club will ever go through what Brighton did, a lot of people are complaining at the moment because we have sold some good players and lost the 1st 2 games - give Bloom some credit, people need to learn about the FFP stipulations then you will understand that he cant just go throwing cash around to get into the premier league, look at clubs like Swansea and Stoke took around 10 years to get into and stay in the premiership after building new stadiums its only been 4 years
    1. El Presidente's Avatar
      El Presidente -
      Quote Originally Posted by MattBackHome View Post
      Good shit, El Pres.
      Bit disappointing Matt, more two packs of Revels than cumberland sausage sadly.
    1. mrreso's Avatar
      mrreso -
      Quote Originally Posted by mrreso View Post
      He took a homeless club with the whole community ripped out, payed its debts off, payed 80million for a new stadium, rebuilt that community even better for kids/disabled/albion in the community with a lot of transparency and risk involved, payed nearly 30 million for training facilities and he ensured through charters and laws that the club will never go through what Brighton did, a lot of people are complaining at the moment because we have sold some good players and lost the 1st 2 games - give Bloom some credit, people need to learn about the FFP stipulations then you will understand that he cant just go throwing cash around to get into the premier league, look at clubs like Swansea and Stoke took around 10 years to get into and stay in the premiership after building new stadiums its only been 4 years so far
    1. Gully Forever's Avatar
      Gully Forever -
      "Paul Barber is the chief executive. That means he is responsible for the day to day activities of the Albion, and applying the decisions made by the board (as well as answering emails from outraged fans at anti-social hours). "

      I Couldn't help but chuckle at the bit in bold!.
    1. Rugrat's Avatar
      Rugrat -
      Thanks for that.

      The purchase of shares by the NED's is odd .... I'm looking for some kind of angle there!
    1. mona's Avatar
      mona -
      Agree. This section has improved NSC vastly. Thanks for the article El Pres.
    1. tinycowboy's Avatar
      tinycowboy -
      I don't understand this business with the non-execs buying the shares - this is not a UK Company Law requirement. I was wondering about whether this had anything to do with a "squeeze-out" (thankfully nothing to do with El Pres's Revels) whereby a 95% shareholder can effectively force the remaining shareholders to sell up, but it's not clear how this transaction could be a step towards this, so I can't really see it. Plus, non-execs should not really be getting involved in any kind of tactical strategy against non-controlling shareholders. All in all, a bit of a mystery, unless it's simply an aligning of interests of the non-execs with other shareholders, but, even then, that's not a requirement of law....
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