WST Assets Limited

[Haruki]

The organisation that holds the Racecource Lease and is 100% owned by the supporters Trust filed annual accounts on 30th June 2021.

At this point the Suppoeters Trust was unable to do anything other than recruit members to take it back to quorate so I am wondering how the two Directors of WST Assets Limited (Mark Williams and Gavin Jones) were able to comfortably file the annual accounts. These had not been presented to members as there had not been any members meetings. The WST board had not discussed these on the last meeting they held in April 2021 and were not allowed to conduct any business other than actions to get back to a quorate position.

So I guess the questions is who actually holds the Racecourse lease. Is it members of the suppprters trust or is it just Mark Williams and Gavin Jones.
As these two people are Vice Presidents of the football club is it right that they are seen as the best representatives of fans views at a time the owners wants to secure the freehold? Whose views do they represent?

[TheRealWelshWayne]

Originally Posted by Haruki

The organisation that holds the Racecource Lease and is 100% owned by the supporters Trust filed annual accounts on 30th June 2021.

At this point the Suppoeters Trust was unable to do anything other than recruit members to take it back to quorate so I am wondering how the two Directors of WST Assets Limited (Mark Williams and Gavin Jones) were able to comfortably file the annual accounts. These had not been presented to members as there had not been any members meetings. The WST board had not discussed these on the last meeting they held in April 2021 and were not allowed to conduct any business other than actions to get back to a quorate position.

So I guess the questions is who actually holds the Racecourse lease. Is it members of the suppprters trust or is it just Mark Williams and Gavin Jones.
As these two people are Vice Presidents of the football club is it right that they are seen as the best representatives of fans views at a time the owners wants to secure the freehold? Whose views do they represent?

What's your view of this in terms of the responsibilities of directors and conflict of interests as laid out in companies act 2006?

[Haruki]

Originally Posted by TheRealWelshWayne

What's your view of this in terms of the responsibilities of directors and conflict of interests as laid out in companies act 2006?

I don’t think you can reasonably be a director of WST Assets and a Vice President of the football club it is a clear conflict of interest as per the below

175Duty to avoid conflicts of interest
(1)A director of a company must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.

The owners of Wrexham FC have made clear they want to buy the freehold to the Racecourse, the leasehold is held by WST Assets whose two directors are made Vice Presidents of the football club

[TheRealWelshWayne]

Originally Posted by Haruki

I don’t think you can reasonably be a director of WST Assets and a Vice President of the football club it is a clear conflict of interest as per the below

175Duty to avoid conflicts of interest
(1)A director of a company must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.

The owners of Wrexham FC have made clear they want to buy the freehold to the Racecourse, the leasehold is held by WST Assets whose two directors are made Vice Presidents of the football club

Thank you. Can the directors resign, if the wst board is not quorate to replace them?

[Teifi Red]

Maybe the accounts filed to avoid any action by HMRC etc that could result in fines? They are open for scrutiny so doubt anything shady would go on.
Not ideal but maybe there was no other option.
As for being Vice Presidents, do they actually have any say in the running of the club? I’m a VP at my local cricket club but have no input wearing that hat.

[TheRealWelshWayne]

The accounts were filed on the last day of the extended deadline for companies House and the last day of the hrmc deadline. A fine of at least £200 if they hadn't.

Haruki, what's your view on whether they had authority to do so? My view is they did as company directors in terms of reasonable care and responsibilities for the good of the company. But the trust board had no authority to advise them to do so

[Haruki]

Originally Posted by Teifi Red

Maybe the accounts filed to avoid any action by HMRC etc that could result in fines? They are open for scrutiny so doubt anything shady would go on.
Not ideal but maybe there was no other option.
As for being Vice Presidents, do they actually have any say in the running of the club? I’m a VP at my local cricket club but have no input wearing that hat.

Yes it looks they were filed to avoid fines as they were filed on the last day before they were deemed late by companies house but does that excuse the fact that sufficient governance was not held, members did not get to scrutinise
doesn’t it again question why the WST did not get its house in order in April to avoid this situation at the end of June? There was ample time to call an AGM and get quorate but it was decided not to do that for some reason

More than them having influence over the football club the issue is the football club having influence over them. If there was contention over the lease which side of the coin are they actually on? Have they put themselves in a position where it is very difficult to act with the interest of WST Assets without being clouded by a lofty VP title from celebrities?

[Haruki]

Originally Posted by TheRealWelshWayne

The accounts were filed on the last day of the extended deadline for companies House and the last day of the hrmc deadline. A fine of at least £200 if they hadn't.

Haruki, what's your view on whether they had authority to do so? My view is they did as company directors in terms of reasonable care and responsibilities for the good of the company. But the trust board had no authority to advise them to do so

I agree that as directors they fulfilled the duties of directorship, the company does but require an audit. However like you I see that the WST board was unable to instruct them to act. At what meeting was WST Assets discussed and reported on? It wasn’t minutes for the April meeting and they were unable to act after that due to the quorate being broken

However the decisions to accept VP whilst being directors of WST Assets is down to poor judgement by ME and GJ

[Jaded]

Originally Posted by Haruki

I agree that as directors they fulfilled the duties of directorship, the company does but require an audit. However like you I see that the WST board was unable to instruct them to act. At what meeting was WST Assets discussed and reported on? It wasn’t minutes for the April meeting and they were unable to act after that due to the quorate being broken

However the decisions to accept VP whilst being directors of WST Assets is down to poor judgement by ME and GJ

Which April meeting? We're still waiting on minutes for the 14th April one, aren't we?