Articles

The Ibrox Board “Restructuring” Is Not About “Minor Changes”. There’s Something Big Going On.

|
Image for The Ibrox Board “Restructuring” Is Not About “Minor Changes”. There’s Something Big Going On.

It was Buffalo Springfield who first sung the immortal line;

“There’s something happening here. What it is ain’t exactly clear.”

But it behoves us to try to make sense of it all … so here goes.

Yesterday afternoon, The Rangers Football Club Limited, the “football part” of the machine at Ibrox, the “club” as separate from “the holding company” – what garbage – had six directors.

Last night there were three, with one of them – James Blair – wearing more hats than one of those TV extras who plays about 40 parts in a show.

Three others – Paul Murray, John “WATP” Gilligan and Graeme Park – had gone. Resigned. Cashed in their chips. The club is calling this “restructuring.” Streamlining. A more efficient system. Amazing that it took the King board two years to do it.

All three are still listed at members of the “company” board – which is the one King sits on – but last night the football board had its quorum halfed.

The club says it’s a small matter. It might be, but only if the whole culture there changed overnight. There is a lot of smoke being blown here. And you know it is smoke because announced these boardroom changes in the same press statement as they claimed a Director of Football appointment is “imminent.”

Imminent.

Only four days ago Dave King told the media it wasn’t imminent … he used those exact words.

Those exact words.

He said it could wait until the close season.

Now, even The Daily Record has picked up on that … but as usual there was no examination of the implications, and there appears to be no sense whatsoever that the whole reason the Director of Football paragraph is in there was because the writer knew it would generate the headlines.

The focus of attention would not, therefore, be on the rest of the statement.

But for a moment let’s examine the implications of the director of football line itself.

Was King lying four days ago? Is the statement lying now? Or is there a faction on the board that wants the Director of Football issue resolved right now and one which isn’t that fussed? Because whatever the explanation, someone is being either contradicted or left out of the loop and either way, the Director of Football search is now being used as a smokescreen to cover something else.

There’s a lot going on at Ibrox.

For starters, the board is split on the issue of what to do about King.

I never thought of Paul Murray as being the sort of guy who would put a knife in the back of his chairman, but if he has to he will. Needs must. I think John Gilligan is a such a dyed in the wool “Rangers Man” than he would axe murder his own granny if he thought it would benefit the Ibrox club. Graeme Park and his father are genuine businessmen and unimpeachable folk and must regret their association with this toxic character.

are all smart enough to see the writing on the wall.

And today that writing looks very odd indeed.

Let’s look at Sevco’s statement, and the report put out yesterday by one of their PR dogsbodies, Chris “Union” Jack.

It is quite sophisticated in how it coaches what’s actually happening here.

“Following a recent review, there have been some minor changes to Rangers’ internal governance structures,” the first part of the official club statement reads.

“Minor changes.” In fact, aren’t, as we’ll see.

““At the time that the previous board was removed, there was a dual reporting structure that duplicated non-executive director roles at the holding company (RIFC) and at the operating company (TRFC).”

Cut through the jargon, let me explain what this is.

This paragraph lays out the terms of the fiction, the one we’re asked to believe in whereby “the club” and “the company” are two separate things.

It is ridiculous and I shall explain why this is the case.

Before I do I have to briefly go over the structures at Celtic Park, so you might be able to compare the two.

Celtic has a company structure which might seem unusual, even intimidating. It is neither.

First, if you check Companies House there are three Celtic companies.

The first is the one which we formed in 1897, and which runs the club and all its commercial activities.

It operates today, under the name Celtic PLC.

It was reincorporated as such in 1994, but don’t let anyone kid you; it issues accounts, operates our club and runs under the very same company registration it was formed under.

The old company name – Celtic Football And Athletic Club Ltd – is semi-retained, by a sub-company formed that same year (1994) bought “off the shelf” and which some Sevconites call Pacific Shelf 595 because that was the name it was given when it was created.

Celtic PLC owns it.

In 2001, another share issue at Celtic Park resulted in a third part of the corporate structure springing up, Celtic FC Limited.

It, too, is a sub-company of Celtic PLC.

These two companies – Celtic FC Limited and Celtic Football and Athletic Club Limited – don’t actually do anything.

post accounts, as they have to, but Celtic FC Limited posts the same accounts as the PLC – only without the fanfare and the bling – and the other posted accounts showing a modest £1000 operating profit for last year on an £80,000 turnover.

The key fact here is that all the relevant decisions are taken by the Celtic PLC board at the helm of which is Ian Bankier and on which sits Peter Lawwell, the other executive directors and a handful of non-execs. make every key decision regarding our future.

There is no question that Celtic PLC is the “holding company” here.

Because it runs the whole show and is the one registered with the SFA. It issues the accounts. It is made up of the club itself and the board which exist s to support it.

If it goes, everything goes; the history, the honours, the lot, including the two “other” Celtics.

We recognise this as a fact.

At Sevco, the structure is very different, and its somewhat convoluted nature exists to hide things.

I can’t put it any other way.

It is split in two sections, the holding company and the operating company.

Even the names are a con-job.

The “holding company” is called the Rangers International Football Club PLC. (RIFC).

It is chaired by Dave King.

And the “operating company” is called The Rangers Football Club Limited. (TRFC).

It has no official chairperson.

The operating company takes its lead from the holding company; that’s pretty typical.

But in the case of Sevco, the “operating company”was founded first, as Sevco Scotland Limited, in May 2012.

The “holding company” was founded afterwards, in November of that same year.

The “operating company” is the one that sometimes call “the club.”

It exists to maintain that illusion.

The corporate structure was built around it and yet somehow that same corporate shell winds up in charge of it.

Rangers International Football Club PLC came into existence alongside the Charles Green share issue, but whereas the two corporate beings of Celtic’s share issues are creatures of the PLC, the PLC at Ibrox was created by the share issue and wound up owning the Sevco Scotland shell.

Only in SevcoLand could such a thing make any sense, but this “separation” between the club and the company, and which Sevco’s structure exists to maintain, is how “the club” can owe “the company” £18 million and claim not to be in debt.

But every major decision is made by “the holding company”, RIFC.

The “operations company” – TRFC – did have a chairman not that long ago; Sandy Easdale.

It hasn’t since King took over.

Why do exist as separate entities?

The statement attempts to explain that.

 “This structure was not in accordance with best practice and appears to have been put in place by the previous board to accommodate the inability of Sandy Easdale to sit on the holding company board.”

Eah?

Now wait just a second ….

This is one of the more bizarre statements out of Ibrox, and appears utterly ridiculous on the face of it.

Sandy Easdale was convicted and sentenced for VAT fraud in 1997 … that’s twenty years ago now, and in 2012 he’d have been perfectly within his rights to sit on any board he chose.

In legal terms there was no “inability” whatsoever.

Easdale was a director of McGills at the time. Scotland’s Traffic Commissioner had green lit him for that post and he was registered as a director of other firms with Companies House. There was no barrier to him sitting on any board at Ibrox whatsoever.

This statement isn’t even refering to the SFA’s “fit and proper person” test … because the “holding company” board is the very same one King sits on himself, and allegedly because the SFA wouldn’t let him sit on the “operations” board – which, remember, Sandy Easdale chaired – because of his own tax frauds in South Africa.

This part of the Sevco statement is clearly an outrageous lie … but designed to do what?

I’ll come back to that in a second.

“The TRFC operating board has now been fully functioning for some time and with the imminent appointment of a Director of Football the RIFC board believes that it is appropriate that the TRFC board continues to function independently of the RIFC board within the mandates and budgets set by RIFC.”

Here’s where things get funky, and it ties in to what I said about the obvious fiction in the last part of the statement.

This part says that TRFC’s operating board “has been fully functioning for some time.”

Correct.

As it was, in fact, functioning before the RIFC board, or even “the holding company” even existed.

But as you can see, the statement makes it clear that the RIFC board is now fully running the show, setting “mandates and budgets” and the overall strategy.

Remember, since Easdale left the TRFC board it has not had a chairman.

But until this announcement it retained both symbolic and actual power.

The last chief executive at Sevco was Derek Llambias.

He served as a director on both the RIFC and TRFC boards, as you would expect, as the CEO is one of the most powerful people at the club.

Peter Lawwell serves on all three “Celtic” boards and is on the boards of a number of smaller subsidiary companies including Protectevent, which are operated by the club.

But Stewart Robertson, the CEO at Ibrox, was never afforded that status.

As the club’s website and Companies House records make clear, he was a director on only one board there; that of TRFC.

He still is.

Which brings me to Chris Jack’s write up of this.

“Paul Murray, Douglas Park and John Gilligan have now stepped down from the board of TRFC and the Director of Football will join Robertson, Dickson and Company Secretary James Blair at the top table.”

That might well be the most fundamentally dishonest, and yet beautifully constructed, piece of spin I have ever read in my life.

Apart from not seeming to know that it was Graeme and not Donald Park who resigned, it isa wilful distortion of reality.

But it is brilliantly concieved.

I wonder who crafted it for Jack?

Three directors have “stepped down” from the board.

Their places “at the top table” will be taken up by the new Director of Football (announcement imminent) and sit alongside Stewart Robertson, Andrew Dickson and James Blair.

That’s the crucial thing here, according to Jack.

But it’s not even remotely true.

These guys aren’t “stepping down” at all.

are rats leaving a sinking ship.

The board they’ve just left is no longer “the top table”, if indeed it ever was.

Sevco’s own statement makes that abundantly clear.

They are, in fact, leaving a board whose status has been severely and permanently down-graded.

The “top table” is the one King sits at, with Douglas Park, George Latham and the rest.

Their resignations from “the operations board” signify the final stages of a dramatic shift in in the direction of King, probably exercised through James Blair, who now sits on both “boards” as well as the one for the “independent” fan organisation Club 1872.

Stewart Roberson now sits on a toothless body with no authority whatsoever, with its mandate and budget handed down to him from above.

Andrew Dickson has also been effectively stripped of any authority he had.

He and Robertson might sit in the same chairs as before, but now they are crowded around the kids table whilst the adults talk in the other room.

Can you imagine Peter Lawwell not being involved in discussions about overall strategy with the PLC board?

What a humiliation this is for them both, and they will share their roles there with the Director of Football, who we now know will have no part in forming strategy at the top of the club – the “mandate” will be set by the other board, not the one he sits on, and thus he will take whatever crumbs he is handed down.

These guys have been cut completely out of the loop and Blair will be there to make sure they don’t cause any trouble as a result of their swift demotion.

There is now no question at all that Blair is Dave King’s point man at the club.

Jack also makes sure the right people are alibied up if this all goes wrong;

Managing Director Stewart Robertson oversaw the appointment of Pedro Caixinha as boss alongside Graeme Park and Head of Football Administration Andrew Dickson.”

 The blame-game has started already.

This was artfully done.

I have to take my hat off to the PR people who wrote the official club statement and briefed some of their tame hacks to spin it right.

This is a masterful job of masking a major, and highly controversial, structural change by throwing in a malicious and false accusation about a former board member (and wasn’t King giving him a backhanded compliment last week?) and making a non-committal statement on the director of football role.

When I said at the start that was in there to cover something else I meant it.

Is an appointment there “imminent” as this statement suggests?

Who knows? If it is then they’ve rushed it to give this statement more weight. But I suspect it’ll be a while before we see something on that front, and then, of course, the press will say King told the truth … and they’ll forget that this fiction was ever spun in the first place.

Which will stop them from ever asking the most important question of all, which is “why?”

Why make this announcement?

Why make these changes?

If this structure is, as the statement says, “not best practice” then why keep it and not just dismantle it?

If you are keeping it, and altering it, why not do it openly and declare the real reasons for it, rather than camouflaging them like this?

Is it to con the media, to get them looking the other way as some on the board execute a mini-putsch of the malcontents and those asking too many awkward questions?

Is it an attempt to blow smoke in the direction of UEFA so that “the club” can pass Financial Fair Play regulations by creating some sort of shady “corporate veil”?

Would that work?

Surely UEFA would see through such transparent cobblers?

Is it an effort to get around the Takeover Panel?

How would that even work?

Is it a measure designed to lay the blame for the Warburton-McParland-Weir fiasco at the “operations board” door … and thus indemnify “the holding company” from the legal effects of that case? Is it to thwart Ashley somehow? Would either scenariou legally hold water?

Could they simply just put “the club” into administration and pretend “the holding company” wasn’t affected?

Is that viable? Is that legal?

Would the SFA stand in the way of it?

Whatever’s going on, these clearly are not “minor changes” at all.

In light of everything that’s going on at Ibrox they have to been seen for what they are; serious manoeuvres designed for a serious purpose.

The convoluted nature of the Ibrox structure – and it’s very deliberately complicated, and King has made it more so and that was the intended consequence of de-listing from the Stock Exchange – makes it hard to tell.

Even without knowing the cause, we can predict the effect.

Robertson has long been destined for the role of “fall guy” in all this and he’s one step closer to the noose today.

Caixinha and whoever comes in to be his “local coach” and the guy brought in to oversee all this as Director of Football are being fitted for their burial suits too.

The Portugese boss has only been in the job a fortnight, and already El Degüello is playing for him.

He’s spent enough time in Mexico that he won’t need Dean Martin to tell him what that means.

Related posts

Share this article