For over 100 years the Everton Football Club Company Limited had held Annual General Meetings until in 2008, after a change in the Companies Act, the current majority shareholders exercised their control to change the Articles of Association of the Company (2008 Special Resolution) to mean that General Meetings were no longer annually obligatory.
So, since 2008, there hasn’t been a General Meeting of the Company. There have been what the Company calls “Shareholder Forums”, which had restricted and limited attendance with the agenda and attendees controlled by the Company.
Even these limited meetings have not taken place for a number of years.
In 2011 the members of the Shareholders’ Association (established in 1938) demanded that the Executive Committee increase the pressure on the Company to reinstate Annual General Meetings. At the Annual General Meeting of the Shareholders’ Association in 2012 the members increased the pressure on the Executive Committee further by demanding that if the Company continued to refuse to reinstate Annual General Meetings then the Association should seek a mandate from all Shareholders to force the calling of a General Meeting.
In late 2012 the Association mailed all Shareholders with a Requisition and secured the necessary mandate, as required by the Companies Act of 2006, during the early part of 2013. The Association first notified the Company of the need for a General Meeting on May 8th and provided all the necessary evidence on May 17th requiring the Company to announce a General Meeting on or before June 7th and that the General Meeting should be convened within 28 days of the announcement.
On June 7th the Company announced that a General Meeting would be convened on June 26th.
What will happen during the meeting?
The business of the meeting will be driven by the Requisition (see attached), it should be noted that the Company made a slight change when they announced the meeting, modifying the form of words for Item 3 on the agenda. It is the view of the Association that the Requisition has procedural precedence and that a Show of Hands must take place as defined by the Requisition and dictated by the Articles of Association of the Club.
A summary of the Agenda
1. The Company to explain why Annual General Meetings were stopped and none have taken place in the last 5-years.
This is expected to be addressed by a Statement from the Chairman of the Company.
2. The Company to provide a review of Financial Performance of the Company since the last General Meeting, plans for the future and answer Questions from the floor.
This is expected to take the form of a Presentation from the Chief Executive supported by his Board colleagues and staff.
The Q & A is expected to be proactively managed by the Chair of the Meeting and / or a Facilitator with the objective being to ensure that all valid questions are asked and answered with the minimum of repetition.
3. A show of hands to take place to show the mood of the room and the general appetite for the reinstatement of Annual General Meetings.
The Chair of the Meeting and / or a Facilitator will call for a Show of Hands and deal with any call for a Poll as defined by the Articles of Association.
The Association believes that a huge majority of Shareholders want the AGM to be reinstated. However the ultimate decision is carried by the majority shareholding not the majority of Shareholders. Thus if the majority Shareholding (Mr Kenwright, Mr Earl and Mr Woods) do not agree with what the show of hands indicates they have the right to call for a Poll.
This is a paper exercise and will be taken and concluded on the night.
The meeting is expected to last for between 2 and 3 hours although could take longer if a Poll is called.
June 26th 2013 at The Liverpool Philharmonic Hall from 18h00 (doors open 17h00).
Full details can be found at the Everton Shareholders Association website: http://www.efcsa.org/2013/06/25/general-meeting-of-the-everton-football-club-company-limited/?