| Financial accounts for the year to 31 May 2020 and AGM 17:15 - Mar 26 with 9010 views | RAFCBLUE |
(I'm going to leave this thread here and I can update the OP to cover any added points anyone else might have.)
The club's financial accounts for the year to 31 May 2020 are due to be published by Monday 31 May 2021 and an AGM called.
Usually, the club would need to publish its accounts for this year within 9 months of the year end (i.e. by 28 February 2021) but the Government have given all companies an optional 3 month extension due to Covid-19.
The club appear to be taking that optional extension even though I am sure that the financial performance for that year will be known. The prior year accounts to 31 May 2019 were signed on 3 February 2020.
Opening net assets (on 1 June 2019) were £1,360,167 and opening cash balances were £408,206. The 31 May 2020 equivalents are keenly awaited.
Whilst Covid-19 ended the season early, operationally the financial year saw:
* League 1 status retained
* 34 (of 46) scheduled league games played due to Covid-19. Of the unplayed games 7 were home fixtures and 5 away fixtures.
* FA Cup 3rd Round reached with 5 FA Cup games and defeat vs Premier League side Newcastle, including a televised game.
* EFL Cup 3rd Round reached with 3 EFL Cup games and defeat vs Premier League side Manchester United
* Dan Adshead sold to Norwich on 1 July 2019
* Luke Mathewson sold to Wolves on 31 January 2020
* Closure of the Goldbond and the launch of its replacement the Dale Lotto.
* We invested in a new pitch, though the work was done after the 31 May 2020 deadline, the financial commitment was made before.
* Craig Dawson add on monies were due from West Brom.
On the subject of the AGM:
* The AGM for the 31 May 2019 accounts was postponed due to Covid-19. It should have taken place on 23 March 2020 which was the first day of lockdown.
* An EGM, relating to the sale of additional shares and granting statutory powers for the existing board was also posted for 23 March 2020 but did not take place.
As RAFC’s Articles of Association do not contain an express power to postpone a General Meeting, legally it means that the meetings will still need to take place in order for them to be adjourned indefinitely. Therefore, on 23 March 2020, ordinary resolutions to adjourn the meetings were proposed by those in attendance. It was anticipated that this will be the only business of the meetings.
Consequently, there was no expectation of wider shareholder attendance at the meetings beyond that of the Board of directors. While shareholders or a proxy are still entitled to attend and vote, they were strongly advised not to.
As a date for the adjourned meetings has not yet been fixed, it means that fresh notices will be sent out prior to any adjourned meetings taking place. RAFC will have to provide 21 days’ notice prior to any adjourned meetings taking place. At the time of this post there has been no notice as when to reschedule the meetings, but noting that the country is still subject to national lockdown restrictions.
The last successful AGM held was on 7 May 2019.
Apologies this is a long post but will all going on at the club, I feel it needs prominence over the next 60 days.
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| Financial accounts for the year to 31 May 2020 and AGM on 14:01 - Mar 27 with 6917 views | boromat |
This could have some influence on an AGM/EGM. 😳 |  |
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| Financial accounts for the year to 31 May 2020 and AGM on 14:27 - Mar 27 with 6859 views | Yorkshire_Dale |
| Financial accounts for the year to 31 May 2020 and AGM on 14:01 - Mar 27 by boromat |
This could have some influence on an AGM/EGM. 😳 |
Bring it on.....hope this has some "legs" | | | |
| Financial accounts for the year to 31 May 2020 and AGM on 15:51 - Mar 27 with 6771 views | RAFCBLUE |
| Financial accounts for the year to 31 May 2020 and AGM on 14:01 - Mar 27 by boromat |
This could have some influence on an AGM/EGM. 😳 |
From the article in your link:
“When I left, we had money in the bank and massive assets on the field in the form of Ian Henderson, Callum Camps, Joe Rafferty, Luke Matheson, Daniel Adshead, Andy Cannon, Harrison McGahey, and a huge sell-on fee due from Craig Dawson. In addition, there were property assets in the Ratcliffe Arms and the stadium itself.”
I believe with the exception of Henderson and Camps, all of those other players were liquidated for cash between December 2019 and January 2020.
You would expect there to be therefore a hefty profit on disposal of those players in the financial accounts for the year to 31 May 2020. Whether there is a profit overall would depend on other factors. | |
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| Financial accounts for the year to 31 May 2020 and AGM on 16:05 - Mar 27 with 6741 views | tony_roch975 |
| Financial accounts for the year to 31 May 2020 and AGM on 15:51 - Mar 27 by RAFCBLUE |
From the article in your link:
“When I left, we had money in the bank and massive assets on the field in the form of Ian Henderson, Callum Camps, Joe Rafferty, Luke Matheson, Daniel Adshead, Andy Cannon, Harrison McGahey, and a huge sell-on fee due from Craig Dawson. In addition, there were property assets in the Ratcliffe Arms and the stadium itself.”
I believe with the exception of Henderson and Camps, all of those other players were liquidated for cash between December 2019 and January 2020.
You would expect there to be therefore a hefty profit on disposal of those players in the financial accounts for the year to 31 May 2020. Whether there is a profit overall would depend on other factors. |
A £1.5M profit for 2019/20 has already been intimated but, as I've posted elsewhere, the Profit & Loss account is far less significant for a football club type of business than cash flow. | |
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| Financial accounts for the year to 31 May 2020 and AGM on 16:08 - Mar 27 with 6732 views | TVOS1907 |
| Financial accounts for the year to 31 May 2020 and AGM on 15:51 - Mar 27 by RAFCBLUE |
From the article in your link:
“When I left, we had money in the bank and massive assets on the field in the form of Ian Henderson, Callum Camps, Joe Rafferty, Luke Matheson, Daniel Adshead, Andy Cannon, Harrison McGahey, and a huge sell-on fee due from Craig Dawson. In addition, there were property assets in the Ratcliffe Arms and the stadium itself.”
I believe with the exception of Henderson and Camps, all of those other players were liquidated for cash between December 2019 and January 2020.
You would expect there to be therefore a hefty profit on disposal of those players in the financial accounts for the year to 31 May 2020. Whether there is a profit overall would depend on other factors. |
Rafferty, Cannon and McGahey all left in January 2019, Adshead in July 2019. |  |
| When I was your age, I used to enjoy the odd game of tennis. Or was it golf? |
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| Financial accounts for the year to 31 May 2020 and AGM on 16:09 - Mar 27 with 6729 views | 442Dale |
| Financial accounts for the year to 31 May 2020 and AGM on 15:51 - Mar 27 by RAFCBLUE |
From the article in your link:
“When I left, we had money in the bank and massive assets on the field in the form of Ian Henderson, Callum Camps, Joe Rafferty, Luke Matheson, Daniel Adshead, Andy Cannon, Harrison McGahey, and a huge sell-on fee due from Craig Dawson. In addition, there were property assets in the Ratcliffe Arms and the stadium itself.”
I believe with the exception of Henderson and Camps, all of those other players were liquidated for cash between December 2019 and January 2020.
You would expect there to be therefore a hefty profit on disposal of those players in the financial accounts for the year to 31 May 2020. Whether there is a profit overall would depend on other factors. |
edit: TVOS got the facts out there first! [Post edited 27 Mar 2021 16:10]
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| Financial accounts for the year to 31 May 2020 and AGM on 16:09 - Mar 27 with 6722 views | D_Alien |
| Financial accounts for the year to 31 May 2020 and AGM on 16:08 - Mar 27 by TVOS1907 |
Rafferty, Cannon and McGahey all left in January 2019, Adshead in July 2019. |
Left, or liquidated? |  |
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| Financial accounts for the year to 31 May 2020 and AGM on 16:10 - Mar 27 with 6719 views | TVOS1907 |
| Financial accounts for the year to 31 May 2020 and AGM on 16:09 - Mar 27 by D_Alien |
Left, or liquidated? |
Pulsed! | |
| When I was your age, I used to enjoy the odd game of tennis. Or was it golf? |
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| Financial accounts for the year to 31 May 2020 and AGM on 16:16 - Mar 27 with 6694 views | TVOS1907 |
| Financial accounts for the year to 31 May 2020 and AGM on 16:09 - Mar 27 by 442Dale |
edit: TVOS got the facts out there first! [Post edited 27 Mar 2021 16:10]
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"Facts of the Day" | |
| When I was your age, I used to enjoy the odd game of tennis. Or was it golf? |
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| Financial accounts for the year to 31 May 2020 and AGM on 16:57 - Mar 27 with 6624 views | RAFCBLUE |
| Financial accounts for the year to 31 May 2020 and AGM on 16:08 - Mar 27 by TVOS1907 |
Rafferty, Cannon and McGahey all left in January 2019, Adshead in July 2019. |
Thanks, TVOS. | |
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| Financial accounts for the year to 31 May 2020 and AGM on 23:05 - Mar 27 with 6466 views | judd |
RAFCBLUE, nice to hear from you again.
Are you able to advise on how minority shareholders employed in an SME as an executive should have their remuneration set? To include enhanced pay award mechanisms?
Also, should details of highest paid director be published in annual accounts for an SME with an expected turnover in the region of what RAFC generates?
Finally, what rights do shareholders have to access details of an executives remuneration and are there exceptional cases to be made in unprecedented times such as these (force majeure springs to mind)?
Cheers |  |
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| Financial accounts for the year to 31 May 2020 and AGM on 12:52 - Apr 5 with 6027 views | RAFCBLUE |
| Financial accounts for the year to 31 May 2020 and AGM on 23:05 - Mar 27 by judd |
RAFCBLUE, nice to hear from you again.
Are you able to advise on how minority shareholders employed in an SME as an executive should have their remuneration set? To include enhanced pay award mechanisms?
Also, should details of highest paid director be published in annual accounts for an SME with an expected turnover in the region of what RAFC generates?
Finally, what rights do shareholders have to access details of an executives remuneration and are there exceptional cases to be made in unprecedented times such as these (force majeure springs to mind)?
Cheers |
Hi judd, Sorry for a slow reply to your questions.
1) There's no formal mechanism set down in law, but I would expect, as a minimum, the Board of any SME to to set that framework and then for the management team to administer it. The fact someone is or isn't a minority shareholder is irrelevant under employment law as everyone is subject to the same rights.
2) The requirement to disclose directors’ remuneration in the financial statements of a small company was repealed in SI 2015/980. SI 2015/980 amended the Companies Act 2006 to reflect the provisions in the EU Accounting Directive and these amendments apply on a mandatory basis for accounting periods starting on or after 1 January 2016.
Directors’ remuneration would require disclosure under Section 1A of FRS 102 when it is concluded that such remuneration has not been undertaken under normal market conditions. Views differ on what ‘normal market conditions’ in this context means.
Paragraph 1AC.35 of FRS 102 does try to steer the accountant into making the disclosures by saying that small companies which choose to disclose all transactions with related parties (including those concluded under normal market conditions) would still be compliant with the law. However, the advice is to proceed with caution and to document any decisions that are reached.
I would struggle to see how any Rochdale AFC director would be able to argue that remuneration disclosure is not correct based on the above.
Of course, for the year's before 31 May 2020 (i.e. prior to 1 June 2019), we were told that directors were not remunerated by the club, even including attendance expenses for away matches. That position may have been amended by the current Board and not yet disclosed.
3) Shareholders have very limited powers over accessing executive (or any other) information that is not required by law, given the confidential nature of corporate operations. The neatest way, would be for shareholders to force an EGM and put forward a special resolution along the lines of "The shareholders require annual disclosure of the level of director remuneration including the policy on setting such remuneration".
The would require 75% of shareholders to vote for it for it to happen; very unlikely.
With reference to the thread, in the year to 31 May 2020, the directors were Bottomley, Kelly, Kilpatrick, Pockney and Rawlinson.
Practically, Mr Bottomley is the only one of those 5 individuals in a paid, full time employment position so I would fully expect that to be disclosed in the next set of accounts in line with the above.
Remember, the auditor (Wyatt, Morris, Golland Limited) can't fudge whether the disclosure is made or not so they will need to report on it one way or another. | |
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| Financial accounts for the year to 31 May 2020 and AGM on 13:22 - Apr 5 with 5920 views | judd |
| Financial accounts for the year to 31 May 2020 and AGM on 12:52 - Apr 5 by RAFCBLUE |
Hi judd, Sorry for a slow reply to your questions.
1) There's no formal mechanism set down in law, but I would expect, as a minimum, the Board of any SME to to set that framework and then for the management team to administer it. The fact someone is or isn't a minority shareholder is irrelevant under employment law as everyone is subject to the same rights.
2) The requirement to disclose directors’ remuneration in the financial statements of a small company was repealed in SI 2015/980. SI 2015/980 amended the Companies Act 2006 to reflect the provisions in the EU Accounting Directive and these amendments apply on a mandatory basis for accounting periods starting on or after 1 January 2016.
Directors’ remuneration would require disclosure under Section 1A of FRS 102 when it is concluded that such remuneration has not been undertaken under normal market conditions. Views differ on what ‘normal market conditions’ in this context means.
Paragraph 1AC.35 of FRS 102 does try to steer the accountant into making the disclosures by saying that small companies which choose to disclose all transactions with related parties (including those concluded under normal market conditions) would still be compliant with the law. However, the advice is to proceed with caution and to document any decisions that are reached.
I would struggle to see how any Rochdale AFC director would be able to argue that remuneration disclosure is not correct based on the above.
Of course, for the year's before 31 May 2020 (i.e. prior to 1 June 2019), we were told that directors were not remunerated by the club, even including attendance expenses for away matches. That position may have been amended by the current Board and not yet disclosed.
3) Shareholders have very limited powers over accessing executive (or any other) information that is not required by law, given the confidential nature of corporate operations. The neatest way, would be for shareholders to force an EGM and put forward a special resolution along the lines of "The shareholders require annual disclosure of the level of director remuneration including the policy on setting such remuneration".
The would require 75% of shareholders to vote for it for it to happen; very unlikely.
With reference to the thread, in the year to 31 May 2020, the directors were Bottomley, Kelly, Kilpatrick, Pockney and Rawlinson.
Practically, Mr Bottomley is the only one of those 5 individuals in a paid, full time employment position so I would fully expect that to be disclosed in the next set of accounts in line with the above.
Remember, the auditor (Wyatt, Morris, Golland Limited) can't fudge whether the disclosure is made or not so they will need to report on it one way or another. |
Thought as much, cheers. | |
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| Financial accounts for the year to 31 May 2020 and AGM on 21:08 - May 20 with 5402 views | RAFCBLUE |
It is apparent from the accounts, dated 17 May 2021, that the Board have only finalised May 2020 accounts since 2 May 2021 when were were relegated having played Doncaster at home noting an objective is to "ideally gain promotion back into EFL One"
The objectives of the directors are to:
- maximise the club's position in the English Football League ('EFL') and, ideally gain promotion back into EFL One;
- operate an environment that is safe for all fans, the general public, players, club management and staff;
- develop footballing talent and provide opportunities for progression at Rochdale AFC and beyond through academy and development systems;
- play a part in local community engagement to promote social inclusion, positive community values, healthy lifestyles and bring value to the borough of Rochdale;
- ensure long term financial stability for the club based on current revenue streams, exploiting opportunities to maximise them; and
- explore opportunities for external funding and new commercial relationships to enable the club to fulfil greater ambitions, on and off the pitch.
Shareholders will have to decide if they feel that the Board fulfil and are capable of fulfilling in the future these 6 objectives.
My personal take:
1. We find ourselves in our worst league position since 2012/13 as the 65th best club in England.
2. We have just released a number of second year scholars, giving precedence to two first year scholars and for the first time in years do not have new homegrown players capable of coming into the squad.
3. We cancelled the Goldbond which was the largest and widest reaching piece of community engagement we undertook.
4. We find ourselves at the least financially stable we have been in many years, not solely due to pandemic.
5. We wish to fulfil our commercial ambitions by raising prices, not communicating and alienating the supporter base. We are the only club of the 92 I can find that has not yet bothered to announce Season Ticket prices for its supporters, one assumes because the current Board are waiting to invite new ownership to take a seat and that new ownership will want a say in the commercial decision making. | |
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| Financial accounts for the year to 31 May 2020 and AGM on 21:20 - May 20 with 5339 views | SuddenLad |
(6) The current Directors are not competent to carry out the duties with which their roles dictate, with sufficient efficacy that would lead to the stated objectives being achieved. |  |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| Financial accounts for the year to 31 May 2020 and AGM on 18:28 - May 21 with 4893 views | watford_dale |
| Financial accounts for the year to 31 May 2020 and AGM on 12:52 - Apr 5 by RAFCBLUE |
Hi judd, Sorry for a slow reply to your questions.
1) There's no formal mechanism set down in law, but I would expect, as a minimum, the Board of any SME to to set that framework and then for the management team to administer it. The fact someone is or isn't a minority shareholder is irrelevant under employment law as everyone is subject to the same rights.
2) The requirement to disclose directors’ remuneration in the financial statements of a small company was repealed in SI 2015/980. SI 2015/980 amended the Companies Act 2006 to reflect the provisions in the EU Accounting Directive and these amendments apply on a mandatory basis for accounting periods starting on or after 1 January 2016.
Directors’ remuneration would require disclosure under Section 1A of FRS 102 when it is concluded that such remuneration has not been undertaken under normal market conditions. Views differ on what ‘normal market conditions’ in this context means.
Paragraph 1AC.35 of FRS 102 does try to steer the accountant into making the disclosures by saying that small companies which choose to disclose all transactions with related parties (including those concluded under normal market conditions) would still be compliant with the law. However, the advice is to proceed with caution and to document any decisions that are reached.
I would struggle to see how any Rochdale AFC director would be able to argue that remuneration disclosure is not correct based on the above.
Of course, for the year's before 31 May 2020 (i.e. prior to 1 June 2019), we were told that directors were not remunerated by the club, even including attendance expenses for away matches. That position may have been amended by the current Board and not yet disclosed.
3) Shareholders have very limited powers over accessing executive (or any other) information that is not required by law, given the confidential nature of corporate operations. The neatest way, would be for shareholders to force an EGM and put forward a special resolution along the lines of "The shareholders require annual disclosure of the level of director remuneration including the policy on setting such remuneration".
The would require 75% of shareholders to vote for it for it to happen; very unlikely.
With reference to the thread, in the year to 31 May 2020, the directors were Bottomley, Kelly, Kilpatrick, Pockney and Rawlinson.
Practically, Mr Bottomley is the only one of those 5 individuals in a paid, full time employment position so I would fully expect that to be disclosed in the next set of accounts in line with the above.
Remember, the auditor (Wyatt, Morris, Golland Limited) can't fudge whether the disclosure is made or not so they will need to report on it one way or another. |
FRS 102 and normal market conditions explained:
Directors remuneration, directors will always be paid up to the PAYE threshold and take the rest as dividends. This is considered normal market conditions and for that very reason, as an accountant, I would be blown away if they provided an individual breakdown of remuneration. They will take the FRS 102 exemption.
Fun Fact: you only pay 7.5% tax on the first £50k dividend with no NI.
Related party transactions, again follows the normal market conditions rule. Example would be Janet and John both work for the same company and receive a flat as part of their remuneration package. Janet is charged peppercorn rent of £250 and John pays full whack of £9,500. Only Janet's rent would be disclosed within the related party note as it is not normal market conditions.
Again, I would be amazed if this were not the case for Dale.
The FRC and various regulatory bodies do want more enhanced disclosure but you never ever disclose more than you statutorily have to. Never give yourself more rope.
No fudging by the auditor required. It's never fudged, we just know the more detailed rules so it doesn't have to be done. | | | |
| Financial accounts for the year to 31 May 2020 and AGM on 21:54 - May 21 with 4667 views | RAFCBLUE |
| Financial accounts for the year to 31 May 2020 and AGM on 18:28 - May 21 by watford_dale |
FRS 102 and normal market conditions explained:
Directors remuneration, directors will always be paid up to the PAYE threshold and take the rest as dividends. This is considered normal market conditions and for that very reason, as an accountant, I would be blown away if they provided an individual breakdown of remuneration. They will take the FRS 102 exemption.
Fun Fact: you only pay 7.5% tax on the first £50k dividend with no NI.
Related party transactions, again follows the normal market conditions rule. Example would be Janet and John both work for the same company and receive a flat as part of their remuneration package. Janet is charged peppercorn rent of £250 and John pays full whack of £9,500. Only Janet's rent would be disclosed within the related party note as it is not normal market conditions.
Again, I would be amazed if this were not the case for Dale.
The FRC and various regulatory bodies do want more enhanced disclosure but you never ever disclose more than you statutorily have to. Never give yourself more rope.
No fudging by the auditor required. It's never fudged, we just know the more detailed rules so it doesn't have to be done. |
Our Board can't possibly be being remunerated by dividends - because dividends have to be paid equally to all shareholders on a per share basis, not just Directors, so all shareholders would be getting a divi from the club!
You make a good point on Related Party Transactions though and our Directors will be related parties - and the shareholder loan balances are disclosed.
Probably a good question for someone to ask the Directors at the AGM on 1 June as I'm sure they will have the answer.
The other possibility is that none of our directors receive a remuneration direct from the Company. | |
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| Financial accounts for the year to 31 May 2020 and AGM on 11:51 - May 24 with 4162 views | boromat |
| Financial accounts for the year to 31 May 2020 and AGM on 21:54 - May 21 by RAFCBLUE |
Our Board can't possibly be being remunerated by dividends - because dividends have to be paid equally to all shareholders on a per share basis, not just Directors, so all shareholders would be getting a divi from the club!
You make a good point on Related Party Transactions though and our Directors will be related parties - and the shareholder loan balances are disclosed.
Probably a good question for someone to ask the Directors at the AGM on 1 June as I'm sure they will have the answer.
The other possibility is that none of our directors receive a remuneration direct from the Company. |
Is the stadium company still a separate entity and does that complicate these discussions? | |
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| Financial accounts for the year to 31 May 2020 and AGM on 20:10 - May 24 with 3860 views | SuddenLad |
Bad link. | |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| Financial accounts for the year to 31 May 2020 and AGM on 21:21 - May 24 with 3700 views | RAFCBLUE |
An observation from the publicly available filings that its arrogant to file the accounts at Companies House when they have not been approved by the shareholders.
It's even more arrogant to file something without that approval that is riddled with basic factual and presentation errors.
For instance:
a) there is an error page showing from the accounting software used to check their accuracy
b) Page 19 is missing
c) On the Report of the Directors on Page 4 it says
"The directors shown have held office during the whole of the period from 1 June 2019 to the date of this report" (which is 17 May 2021)
It then proceeds to list Andrew Kilpatrick who resigned on 18 February 2021 and notes further down he resigned on 18 February 2021.
There are loads of errors.
The report is signed off by Mr Bottomley dated last Monday - so he has either not reviewed these full or has been severely let down by the people who have prepared them.
I suspect it is one for the shareholders to ask open why these mistakes are happening at the appropriate point of the AGM. | |
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| Financial accounts for the year to 31 May 2020 and AGM on 21:29 - May 24 with 3679 views | RAFCBLUE |
| Financial accounts for the year to 31 May 2020 and AGM on 11:51 - May 24 by boromat |
Is the stadium company still a separate entity and does that complicate these discussions? |
Yes.
The accounts presented for the Company are consolidated accounts so cover:
ROCHDALE ASSOCIATION FOOTBALL CLUB,LIMITED
DENEHURST PARK (ROCHDALE) LIMITED
It doesn't complicate things and is the right way to present the whole parcel of the club plus stadium company in one place. | |
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| Financial accounts for the year to 31 May 2020 and AGM on 21:29 - May 24 with 3676 views | SuddenLad |
Brought to you by the Directors of RAFC. The mystery of page 19. Tune in on June 1st for a full explanation. | |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| Financial accounts for the year to 31 May 2020 and AGM on 21:36 - May 24 with 3662 views | 49thseason |
| Financial accounts for the year to 31 May 2020 and AGM on 21:29 - May 24 by RAFCBLUE |
Yes.
The accounts presented for the Company are consolidated accounts so cover:
ROCHDALE ASSOCIATION FOOTBALL CLUB,LIMITED
DENEHURST PARK (ROCHDALE) LIMITED
It doesn't complicate things and is the right way to present the whole parcel of the club plus stadium company in one place. |
RAFC BLUE,, is there a good reason to continue with Denehurst Park Ltd. as an entity? I'm no accountant so it seems a strange thing to do considering it has to all intents and purposes been a shell since the club bought the ground from the council. Wasn't it set up to be the vehicle for the Council Hornets and Dale to share the responsibility for the ground? |  | | |
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