The significance of Everton's Annual General Meeting and why it can’t be an opportunity lost….

The significance of Everton's Annual General Meeting and why it can’t be an opportunity lost.

Paul The Esk 11/01/2021 34comments  |  Jump to last

Financial accounts before Christmas, numerous games over the holiday period, the FA Cup 3rd Round, and the Annual General Meeting of shareholders of Everton Football Club Company Limited. December and January represent a busy time for Evertonians.

The significance of the general meeting and the very fact we still have 1,400 or so minority shareholders should not be lost on anyone associated with the club or indeed anyone who has a passing interest or more, in corporate governance generally or indeed more specifically in football.

At a time when the game continues to move away from its roots and football clubs become part of wealthy shareholder investment portfolios, trophy assets of the vain and soft power vehicles for oligarchs and States to exploit, the role of the general meeting and of minority shareholders should become more treasured and more valuable.

The general meeting should not just be a nod to a distant past of deference to those charged with running our club, but a recognition that (i) Everton shareholders are an increasingly rare and privileged group within football, and (ii) regardless of the fact that Moshiri has complete control by virtue of his 77.27% shareholding, the role of minority shareholder to exercise accountability and scrutiny of the majority shareholder, board and executive still exists within the club. The fact it is not used, valued or recognised to the extent it should is a great shame.

The position shareholders find themselves in today may not exist for much longer. Whilst available, and with the club not performing in line with reasonable (and the majority shareholder’s previously expressed) expectations, it should be utilised to the greatest extent. Why? Because accountability and scrutiny generally lead to better outcomes. Better outcomes make the delivery of success more likely.

So what are the issues the major shareholder, board and executive should be addressing at this meeting?

Finances

The general meeting is a business meeting and, as such, the finances of the club ought be explained. As I have explained in some detail here and there, Everton’s finances are poor, supported by the combination of external debt and significant financial support from Farhad Moshiri.

Whilst an element of our current losses can be attributed to the continued reductions in matchday, broadcasting and commercial revenues, plus the pre-planning costs associated with the new stadium at Bramley-Moore Dock, the fact is that the business, even in the absence of Covid-19, would currently be loss-making. It was pointed out by Denise Barrett-Baxendale at the last general meeting that this might be expected at the early stage of an investment cycle. However, next month sees the fifth anniversary of Moshiri’s involvement in the club. The question needs to be asked: Five years in, what progress towards sustainability has been made?

In the four complete financial years since Moshiri’s initial acquisition of 49.9% (in February 2016), a summary of our financial performance shows:

£ millions 2016/17 2017/18 2018/19 2019/20 Aggregate
Broadcast 130.50 130.00 132.70 98.00 491.20
Matchday 14.10 16.30 14.20 11.90 56.50
Sponsorship/Ad/Merch 15.40 20.70 29.10 63.70 128.90
Other commercial 11.40 22.20 11.70 12.30 57.60
Total 171.40 189.20 187.70 185.90 734.20
Staff costs -104.70 -145.50 -160.00 -164.80 -575.00
Other operating costs -39.20 -36.80 -43.20 -33.10 -152.30
Depreciation -2.50 -4.00 -6.50 -6.90 -19.90
Total -146.40 -186.30 -209.70 -204.80 -747.20
BM Stadium costs 0.00 -11.40 -7.20 -19.90 -38.50
Management change costs 0.00 -14.40 0.00 -4.40 -18.80
Pension value revision 0.00 0.00 -0.50 0.00 -0.50
Operating Loss before player trading 25.00 -22.90 -29.70 -43.20 -70.80
Amortisation -37.30 -66.90 -95.10 -99.20 -298.50
Impairment 0.00 -8.20 -2.50 -26.30 -37.00
Management change costs -6.60  -6.60
Profit on player trading 51.90 87.80 20.30 40.50 200.50
Loss before interest & tax 39.60 -10.20 -107.00 -134.80 -212.40
Interest
Received 3.09 2.93 0.00 6.02
Payable -5.94 -7.79 0.00 -13.73
Net -9.00 -2.84 -4.87 -5.10 -21.81
Taxation -0.10 -0.03 0.03 0.00 -0.10
Total Profit/(loss) 30.50 -13.07 -111.84 -139.90 -234.31

 

  • Normal operating expenses continue to outstrip income. In the absence of European football and asset (player) sales, that will continue for the foreseeable future. Other than the significant contributions made by USM (including the one-off £30 million naming rights option premium), commercial revenue growth remains moribund. What targets exist for commercial income growth and what improvements to the commercial team are planned for 2021?
  • International fan growth and the ability to monetise this segment of the fan base remains a weakness relative to our peers. What are the targets for 2021 and beyond, plus what is the strategy and development plans to meet them?
  • The introduction of Hummel as kit and apparel provider has been well received by fans. However, it is still extremely difficult to buy in-store outside of the city of Liverpool, nationally and internationally plus the Fanatics controlled e-commerce offering still suffers from a reduced range and inadequate availability of stock. What plans are there to improve and develop this?

Debt Providers

  • We rightly promoted our banking relationship with ICBC when first announced. Rights and Media Funding was seen as a short-term measure whilst alternative mainstream banking facilities were sought elsewhere. Apart from the CBIL facility with Metro Bank, what progress has been made?

Compliance with Financial Fair Play plus Profit and Sustainability Rules

  • Whilst the ongoing Covid-19 pandemic creates uncertainty as to how the rules will be applied and the near future levels of scrutiny from Uefa and the Premier League, to what extent do they impede the operations of the club and, perhaps most importantly, the acquisition of new players?
  • Assuming qualification for Uefa-licensed competition next season, to what degree is there concern as to our potential non-compliance with Financial Fair Play arising from past and projected financial results?

The Stadium

  • To what degree has the Covid-19 situation, and the longer-term financial implications of the economic damage caused by the pandemic, been factored into the business plan surrounding the stadium?
  • To what degree have the assumptions on commercial revenues and the likely take-up by businesses/fans with higher disposable income, of premium seating offerings been changed? Similarly, what assessment of future affordability for regular fans has been made?
  • What has been the changes in attitude by lenders in terms of their perceptions of risk and their willingness to lend?
  • What is the latest on projected costs, what is the projected breakdown of debt, shareholder funding and commercial partner and naming rights partner funding?
  • The projected timetable 12 months ago set a target opening date for the stadium of the beginning of the 2023-24 season. Can the club update their projected opening date?

Board Composition

  • The Everton board consists of four paid executives: Bill Kenwright (Chair), Denise Barrett-Baxendale (CEO), Sasha Ryazantsev (Finance/Commerce) and Marcel Brands (Director of Football). Given all four are executives, where is the scrutiny and oversight of the executive on behalf of shareholders?
  • Why are there not independent directors in a non-executive capacity to provide (i) scrutiny and oversight, (ii) external expertise and opinion, and (iii) a greater degree of corporate governance?

The possible Share Placement

Alongside the publication of the Annual Report and Accounts in late December, the club announced a possible placement of shares (detailed here) in favour of Farhad Moshiri’s shareholding vehicle, Blue Heaven Holdings, in return for additional investment and the conversion of some of the existing shareholder loans to equity. Arising from that are the following questions:

  • What will be the value of the placement? (assumed up to £250 million in total)
  • How much new funding is provided and when? (Assumed £100 million, £50 million received in November 2020 and an additional £50 million to be received when?)
  • How much existing shareholder debt will be converted to equity? When, at what price, and will the new shares issued be identical to the existing ordinary shares held by shareholders?
  • Assuming that the placement takes Blue Heaven Holdings above the 90% threshold, what guarantees are there that existing minority shareholders will not be subject to a “squeeze out” – ie, the requirement to sell their shares to the majority owner?

Questions to the Director of Football

As a director of the company, Marcel Brands is subject to the same scrutiny as his fellow directors. I am sure all shareholders (and fans) are keen to know more in relation to:

  • His relationship with Carlo Ancelotti and specifically their combined approach to first team recruitment
  • His management of the academy, its operations, budgets, personnel, strategy and specifically its ability to produce players suitable for and desired by Carlo Ancelotti
  • The areas of improvement required in preparing players for careers with Everton or other high performance clubs
  • The financial targets set by the board in terms of loaning, developing and selling talent not required by or appropriate for the first-team squad
  • The development of a single footballing philosophy throughout the academy consistent with the future needs of the club

Governance

I’m conscious that the questions posed above require answers from the board members and the majority shareholder (not only in terms of the share placement but also the long-term strategy of the business and club). That in itself is a little unusual but, given the dependence the company has on Moshiri’s funding and the influence he has on strategy and decision making at board and executive level, it is appropriate to ask questions of both parties.

In an ideal world, the Chairman could fulfil the role (one of many different roles) of being the conduit between the majority shareholder and the board or executive. Reporting to the board the wishes of the majority shareholder, reporting to the majority shareholder the opinions and performance of the board, and being accountable to the wider shareholder base at the Annual General Meeting. It is a huge weakness of the current structure that such a process is not possible.

Equally, the fact that (as mentioned earlier) there is no independent scrutiny and oversight at board level is a weakness. A board composed of executives with no external scrutiny or oversight is nothing more than a Management Committee. Important in the operational matters of the club and company, but that’s not the true purpose of a board. All shareholders should (in my opinion) be demanding independent representation at board level. In this context, 'independent' meaning an individual having no previous formal association with the club, having no shareholding, nor any other financial interest.

Four years ago

At his first AGM in January 2017, Farhad Moshiri said the following: “We have a position but we do not have all the time in the world. We need to establish ourselves and we have a window to do it. Bill and previous managers kept the club close to the elite for many years but now we need to look at a sustainable base to be among the elite. It takes time but we are committed, that’s why we are here.”

No one can doubt his financial commitment. However, he didn’t commit to what the time frame is and some with blue-tinted glasses may argue we have made progress in that objective. I don’t believe we have. I’d argue the gap between us and the elite (despite Moshiri’s millions – £400 million with another £50 million to come before the stadium is financed) has continued to grow – certainly financially, and are we any closer on the pitch?

We need answers to the questions as to why we’ve not met our (Moshiri’s) objectives. We need scrutiny of the last years but we need oversight for the future. Above all else, we need people who can deliver. That requires change: change of personnel, change of approach, change of mindset at board and executive level, change of leadership.

The only person who can deliver that change is the man who has funded the activities of the last five years. Whilst the remaining shareholders have the chance to ask questions, the opportunity to ask and demand answers should not be given up. It remains our club; Everton will always be the fans’ club – the majority shareholder is a custodian of our emotional ownership but he, the Chairman, the CEO, the board members and other executives must be held to account – respectfully and professionally, of course.

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Reader Comments (34)

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Michael Kenrick
Editorial Team
1 Posted 11/01/2021 at 21:07:05
A tremendous call to arms for the minority shareholders, Paul, giving them plenty of food for thought – and highly pertinent material for Question Time.

I just wanted to remind people of the deadline for registration – 6 pm on Tuesday – tomorrow night, if they want to attend the AGM, which will of course be held virtually this year. A web link for registration is included in the notice letter shareholders should have received from the club last month.

The AGM itself is set for 6:00 pm on Thursday 14 January.

Thomas Richards
2 Posted 11/01/2021 at 21:10:11
Michael,

Do you know if non-shareholders can virtually attend the AGM?

Dave Abrahams
3 Posted 11/01/2021 at 21:22:07
Thomas (2),

At normal AGMs, non-shareholders can go using the proxy vote of an actual shareholder, one who isn't attending on the night.

Not sure about this one. I usually go on a mate's ticket (a red-nose Everton shareholder) but won't be going this year as I haven't got a clue about the technical skill you would need to attend a virtual meeting. To be honest, I'm just getting used to landline telephones.

Tony Abrahams
4 Posted 11/01/2021 at 21:25:55
I prefer you on ToffeeWeb these days, Dave, because it's no use being able to use a phone if you keep losing your hearing aids!
Thomas Richards
5 Posted 11/01/2021 at 21:27:16
Thanks, Dave,

I went to a few back in the KEIOC days.

Dave, Colin and Co lit the proceedings up!!

Dave Abrahams
6 Posted 11/01/2021 at 21:29:45
Tony (4), wha, speak up! I can't hear you.
Michael Kenrick
7 Posted 11/01/2021 at 21:33:25
Dave is right, the Notice includes a Proxy form that must be filled in and emailed or delivered to Goodison Park by 6:00 pm tomorrow.

A shareholder can nominate you as their proxy to attend in their place, if they can't make it. The form asks for your name, email, and mobile number, so you can be given details of the secure link the club will provide on Thursday.

And there, buried in the small print, is the requirement that any questions must be submitted by 4:00 pm on Friday 18 December 2020, "to enable answers to be given during the online General Meeting, so far as is reasonably possible." — I hope Paul got these submitted in plenty of time!

Thomas Richards
8 Posted 11/01/2021 at 21:37:56
The small print tells you questions must be submitted by 18th December?
What?

What date were the notices to shareholders issued?

Michael Kenrick
9 Posted 11/01/2021 at 21:49:31
It's really in the body of the Notice, Thomas, which is dated 26 November 2020 — far enough back that I'd forgotten all about the AGM and of course missed the deadline for my swath of hard-hitting questions that would have reduced Bill and his cronies to withering shame as they painfully admitted to their shocking mismanagement of the club for all these years...

Reminds me of when the Blue Union (or others?) assembled a list of 42 such penetrating questions that Bill nonchalantly brushed aside. Was that before or after he suspended the AGMs entirely for seven long years because he thought the questions went too far...?

Thomas Richards
10 Posted 11/01/2021 at 21:58:40
Michael,

Your list would have been ignored if the meeting was chaired by Bill.

Dave Kelly, in one of the meetings I attended, asked a well-researched, politely put question. Kenwright dismissed it out of hand. Not even the courtesy of a reply. "Next question" was his response.

There was a lady present, can't remember her name. I believe the head of the Shareholders Association. A very eloquent lady. The arrogance with which she was treated was a disgrace.

You are right about the Blue Union, a thorn in the side of Bill and his sidekick Robert.

Jay Wood
[BRZ]

11 Posted 11/01/2021 at 22:02:07
Well done as ever Paul. The finances under Moshiri's term clearly laid out. A list of pertinent questions. Some on the board may consider them impertinent.

Whilst it is great that Everton remains one of the few top-flight English clubs to have an annual meeting at which minority shareholders can participate (of course suspended and denied for some years under Bill Kenwright), from the outside they do appear somewhat superficial, more an opportunity to offer a PowerPoint slideshow.

Not all, if any, of the questions will get asked. Any that do get an airing will not be given a full response. But they should be asked and should be answered.

Moshiri is the only show in town as far as Everton is currently concerned. I genuinely hope he pulls it off, whatever his true objectives are towards the club. Without the independent overseeing and governance you reference, the current structure is answerable to no-one whilst debt mounts alarmingly.

Dave Abrahams
12 Posted 12/01/2021 at 09:50:42
Michael (9), it is very noticeable,even now,how arrogant Kenwright is with his treatment of the people asking questions he doesn't like, about three years ago a proxy voter got up and asked a question. When getting up to ask a question you have to disclose your name and whether you are a shareholder or a proxy voter, I thought Kenwright treated this gentleman like a poxy voter not a proxy one, he seems at these meetings and the one time I had a conversation with him to lack the natural politeness necessary in general conversation, certainly when talking to fellow Evertonians.
Martin Mason
13 Posted 12/01/2021 at 10:33:57
Excellently informative article Paul.
Jerome Shields
14 Posted 12/01/2021 at 11:01:04
Paul the Esk I would like to see your report after the AGM mirroring these relevant questions. I fancy that few of them will be answered.

Remembering last year's year AGM, a Event managed by the Chief Executive, and reports from Shareholders who attended there was little opportunity to ask questions, proceeding being dominated by presentation. Kenwright being defensive , having given up on his lucid bullshit.

The fact is that Everton has made a substantial loss and those responsible will want to get it over with as unmaned as possible. There will be Stadium and more Stadium and a attempt to hide behind Evertons, Ancelotti inspired, dizzy league position. Brands may even be wheeled out to talk and the shareholders will go easy on him, for fear he says F. . . You All and walks out.

Governance is poor before you even get to the AGM with a Small Board and a Share holder Agreement. Did Moshiri even attend last year's Board Meeting?

Unfortunately I too had idealist view of AGMs until I realised manipulated agendas and fact that Regulation is always too late. By the way are there any Everton Supporters with Trump supporter like tendencies to rattle things.

Jerome Shields
15 Posted 12/01/2021 at 11:15:38
Lucid should read Luvie. Will have to do something about autocorrect on this device.

Non voilent tendencies of course.

Mike Owen
16 Posted 12/01/2021 at 12:40:20
I was so annoyed that the club was requiring questions to be submitted 27 days before the annual meeting that I made a point of submitting several.

These are:

How many commercial agreements does the club have with gambling companies - and which companies are these?

Does the board not think that the club's relationship with gambling companies is contrary to the ethos of Everton in the Community - and risks undermining some of the excellent work of EitC?

What is the most recent estimate of the cost of building a stadium at Bramley-Moore Dock?

How much of the cost of building a stadium at Bramley-Moore Dock will fall on the club? And how many years would it take before the club was free of this cost?

I look forward to hearing the answers to all questions submitted by shareholders. Our club is at a crucial juncture.

Finally, my thanks to Paul for a brilliant article, worth reading several times.

Thomas Richards
17 Posted 12/01/2021 at 12:52:22
Mike,

I met a lad many years ago at an Everton do who impressed me with his knowledge on Everton. Met him a few times further on trains home from London games. He took his young lad to most away games.

He was a journalist at the time. Same name as yourself.

Ken Kneale
18 Posted 12/01/2021 at 16:16:45
Paul a tremendous article as ever - keep them coming. I doubt this AGM will differ from recent stage managed episodes and as outlined above, Kenwright has managed to block any questions for decades on his atrociously self-serving tenure. That should not stop such pertinent questions such as yours being asked.
Adam McCulloch
19 Posted 14/01/2021 at 12:29:54
Excellent read and some great points raised. It will be interesting to hear from Brands about his future - isn't his contract up in the summer? Will he be sticking around? Does his place on the board make him untouchable? What if another club looking for a DoF - perhaps Manchester United - make an approach? In terms of fulfilling his mandate (streamlining the squad, adding quality along with potential, building better links with the academy and recruitment) he has done a solid job in strange circumstances. We shall see.
Dave Abrahams
20 Posted 14/01/2021 at 21:17:31
Has anyone got any information about tonight's meeting, anything interesting to make us sit up and take notice?
Brendan McLaughlin
21 Posted 14/01/2021 at 21:34:02
Dave #20,

Probably doesn't meet the "sit up and take notice" criteria but apparently Brands said at the AGM that the priority in this window would be shifting players out rather than bringing anyone in.

John Raftery
22 Posted 14/01/2021 at 21:42:38
Not a lot, to be honest, Dave. It was all prerecorded with Darren Griffiths compering. There were presentations from each of the Directors, interviews with Carlo and Bill, and finally questions submitted in advance.

The most interesting stuff came from the Director of Football. It was confirmed by Marcel Brands that they are not expecting any signings this month. The aim remains to offload players.

He said the squad was 27 strong after the summer window, slightly larger than the 23/24 they regard as ideal. The average age was 26.1 which is one of the youngest in the league.

John Raftery
23 Posted 14/01/2021 at 21:53:22
Losses attributed to the pandemic totalled 㿯M. Wages account for 89% of turnover but that reduces to 72% after removing the impact of Covid. The Premier League average is 64%. By June, we will have spent 㿢M on the new stadium.

Dave Abrahams
24 Posted 14/01/2021 at 22:03:23
Thanks Brendan (21) and John (22) for the information. If it's true that no players will be bought in the January window, then I think we give any thought of a top six finish a miss. The squad is nowhere strong enough now; if other players are sold or released, even on loan, that will make us weaker still.

I understand that we have to be careful with deals over FFP and other matters, but two or three players in gives a decent chance of top four even and a chance to get some real money from a Champions League run. Just got to believe that some moves inwards will be made.

Ian Smitham
25 Posted 14/01/2021 at 22:05:45
Paul (The Esk) – what was your take on the meeting? For me, it was a bit stage-managed, to be fair, it probably had to be that way.

Brands came across really well, very knowledgeable, seemed to me to know what he is doing. Sacha sounded like he too knew what he was doing. They sounded like focussed people on a mission, just what I want.

Bill and Denise, all lovey dovey, you know the script. Brands seems set on reducing player numbers, good. They also noted they would not normally look at getting players in at the ages they have.

So, a pretty uneventful managed evening, probably in the circumstances, expected. Paul, over to you

John Raftery
26 Posted 14/01/2021 at 22:14:49
Of the top 20 Premier League purchases last summer, eleven were done by the top six, with five of those done by Chelsea. None were done by Everton. Whereas Chelsea spent 𧶖M on a total of seven players and Man City 𧵅M on six, we spent 㿨.5M on six. Both Chelsea and Man City recouped around 30% of their outlay through sales; we only managed 10%.

Since the summer of 2018, we have released or sold 74 players. I have nothing with which to compare that figure but it seems like quite a turnover. Obviously necessary.

Brian Murray
27 Posted 14/01/2021 at 22:49:41
Well if we get potentially 㿨 million in fees and wages off our books. I'm sure we will act fast before the window shuts to shift Kean, Bolasie, Tosun and Bernard.
Brendan McLaughlin
28 Posted 14/01/2021 at 23:12:17
Brian #27,
Kean perhaps but I'd be surprised if we manage to move all of the others, you mention, on. Even if we do, both Brands & Ancelotti have said that they don't think January is a particularly good time to bring players in.
John Keating
29 Posted 14/01/2021 at 23:22:33
Thomas 5,

The KEIOC days were certainly interesting.
Some funny times in the Casa! Every person there a True Blue. Some very clever people associated with the opposition to the Destination Kirkby fiasco.

A great pity, in my opinion, was the lack of support from our local rag and the amount of opposition from fellow Blues.

Alex Gray
30 Posted 14/01/2021 at 23:55:39
Am I right in thinking Brands said we won't be getting anyone this window even if we get rid of the players we need to? I know FFP is a thing but surely this is our best shot to get European football?
Dave Abrahams
31 Posted 15/01/2021 at 08:46:23
John (29), your last paragraph, you never said a truer word, the Echo supported Kenwright and there are still more Bluenoses now who support him than oppose him, I can never understand that.
Eric Myles
32 Posted 15/01/2021 at 11:41:31
If you email in embarrassing questions do you really expect them to be raised in the meeting?

It's like Bill's wet dream come true.

Eric Myles
33 Posted 15/01/2021 at 11:52:15
"The Everton board consists of four paid executives: Bill Kenwright (Chair)"

Didn't Bill claim that he doesn't take a penny from the Club? (except his matchday expenses for attending games?)

Or did that change when he got paid lots of money for his shares and someone else had to foot the bill?

Gary Gregson
34 Posted 17/01/2021 at 18:32:55
The questions you ask are ones you are never going to get answers too and the rest is pure speculation on your part. Sure the people who run the club know more about it than you. Just another doom and gloom merchant.

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