St Mirren AGM 2022 - report

Below are some notes summarizing the discussion at the St Mirren FC annual general meeting, held on Thursday 27 January, via Zoom call.

Directors present: John Needham, chair (JN), Gordon Scott (GS), Alex White (ACW), Alan Wardrop (AW), Tony Fitzpatrick (TF), Mark MacMillan (MM), Jim Gillespie (JG)

Meeting Opened - Formal Business.

JN opened the meeting explaining the format. He said they would cover questions relating to the audited accounts first, then go through the other questions and end with 30 minutes for open questions.

Q1 Loss of £49K but profit of £449K. JN explained that the confusion was due to the way the Scottish Government loan had been included. The actual cash loss was £45K, depreciation £263K (£303K) but an investment gain of £33K had reduced figure to £275K. Grant conversion £1.7M present day discounted by 20 years value £729K

Agreed not very transparent but presented as required to meet accounting regulations.

Q2 Note 4 - £920K grants- again related back to £729K plus £170K in furlough payments plus £22K in miscellaneous grants.

Q3 Note 18 other loans, what are repayments? A: £7,300 pm

Q4 Regarding where ex gratia and signing-on fees were in accounts. These sums are included in players remuneration and it is not practice to list separately due to confidential nature.

JN asked if there were any further questions or clarification required. None

JN announced David Riley and Chris Stewart (CS) had stepped down from their positions on the board and thanked them both on behalf of the board for their commitment and hard work over the past few years. Their effort was much appreciated. JN was delighted to announce CS had agreed to remain as company secretary.

Question over why the auditors were not present at the meeting. JN said they couldn’t make it but had helped answer the questions provided and would do again if further questions required clarification. They had sent apologies.

Comment that auditors had been present at every AGM. JN pointed out this wasn’t the case as they had not been at the previous year’s AGM.

JN asked for a resolution the chairman’s report and accounts be accepted and asked if there were any objections. The resolution was passed without any objections.

Major Announcement.

JN made an announcement that TF is to retire at end March where he would be age 66. He thanked him for his time with the club.

TF said it had been a pleasure and that he had always acted in St Mirren’s best interest. He thanked the fans and wished the club all the best for the future. He also thanked the previous board and GS for the opportunity to be CEO. On reaching the age of 66, it was now time to step aside and retire. There were numerous notes of support and good wishes from most people at the meeting.

Jim Goodwin (JG) was asked to answer some footballing questions.

Q1 Team top heavy on playing side. JG disagreed, saying the squad was of comparable size to other clubs outwith the old firm. 25/26 players with six young players at various clubs, a couple  of whom should feature next season.

COVID had made it difficult to gauge what size of squad to have, as many players can be affected at one time as was shown a few months ago.

Q2 This year’s player budget – Don’t usually divulge but felt it was fair. Managers will always want bigger budgets but JG was realistic reflecting on the size of the club. The board have been supportive and budget has increased year on year.

Q3 What is the cost of the Youth Academy? JG unsure of the exact figures but the club deserved a lot of credit for the investment. He is extremely proud of the youth academy and the pathway it provides for youngsters to find their way into the team. JN said roughly £550k per annum was invested in the youth academy – great investment in youth.

Q4 Is there a replacement for Junior Mendes? Yes someone has been approached and is going to accept the position. The person is currently working their notice at another Premiership club. The timing was recognised as not great but it was also felt Junior got a good offer and since he had moved home to Edinburgh logistically it made sense too. Programs under JM will continue. Still great medical team at the club.

Submitted Questions.

AGM - how it was conducted

Why does SMiSA have only one representative? Why is CEO also a member of the board? Why no rotation of directors for election last year or this?

Q1. There is only one SMiSA rep at the meeting. This rep has 51% of any vote that takes place. Having more than one rep could split the vote. Has been discussed with CS. How would it operate if a selection of members disagreed?

JN suggested looking at holding a SMiSA members meeting around the same time as the club AGM to provide an opportunity to ask directors questions.

Q2 JN explained not unusual for CEO to be a board member, it was the case when he worked in RBS. The arrangement was in place previous to JN being appointed. Will look at again.

Q3 Rotation/election of directors stopped with fan ownership, as directors now appointed by one of SMiSA or Kibble.

Staffing

Q1 – Level of staff turnover. Q2 Ali De Foy role and replacement. Q3 Are all proper HR procedures followed when dealing with staff leaving? Q4 – Job roles for directors. Q5 What is TF role in transfers?

TF was given the opportunity to answer.

Q1 Can’t disclose individual cases. High turnover – like other organisations. Normal if there is change in the organisation.

Q2 TF didn’t answer the Ali Defoy question.

Q3 Yes all correct procedures were followed. Updating policies at the moment.

Q4 The structure of the board is that all directors are non-executive directors so do not have individual responsibilities. Business decisions left to CEO.

Q5 TF has a great deal of experience and uses the contacts he has with agents.

Suppliers and Contracts

Q1 is there a procurement policy? Yes, signed off. Three quotes obtained, due diligence carried out. Contracts up to a certain level are agreed with CEO, above that come to board for approval after discussion.

Partnership with Kibble

These questions were passed to MM to answer. MM started by thanking Tony Fitzpatrick for his service and hard work over a long number of years.

Q1 Were Kibble aware of negative comments circulating

Q2 Report of a letter sent to Club, directors and SMiSA

Q3 How many people currently working at club are Kibble staff

Q4 Who undertakes performance reviews of Kibble staff

Q5 What is Kibbles contribution to date

Q6 What is the benefit to Kibble so far.

Q7 Why don’t Kibble hold a meeting with supporters.

Q1 Not answered

Q2 Kibble exercised their right to ensure procedures were followed – matters dealt with satisfactorily, and we can now move on.

Q3 One member of staff is remunerated by Kibble and seconded to the Club

Q4 TF is responsible for this

Q5/6 Beginning of any partnership takes time, COVID tested best of organisations. Kibble are here to support, not interested in control. Tangible benefits – helped achieve fan ownership in half time for half cost. He sees them as St Mirren directors not 'Kibble and SMiSA directors'.

Q7 Not answered.

Supporter Issues

These were addressed by TF. He thinks communication has not been a problem. Loads of channels to get information from club website to social media

The safety issue that resulted in the reduction of fans being allowed in will not be disclosed Regular check threw up issue.

Was the Red zone being used for hospitality? Hospitality were in the amber zone.

Club are considering options for OF fans having both ends.

Board - Strategic Goals.

Top six has to be aim / Increase community engagement / Youth Development. KPIs in annual report

COVID interrupted income streams - refocusing now. The only director to get remuneration is the CEO. The reason for the increase in the remuneration was due to the CEO taking on additional responsibilities and activities after GS stepped back.

Training Ground

Q over how the works at Ralston are progressing? TF took these questions.

Kibble helping with refurbishment of Academy. Required separate build to accommodate more spacious facilities with kitchen, changing rooms. Fencing and lights also required work. Building Warrant now in place. Completion expected end of March. TF invited those on the call to go and see the work.

A member asked if the work had been tendered for. MM said club did not tender as Kibble were providing for free.

Random questions through Chat

Question on consideration of individual shareholders. JN conscious of the issue. Around 1,000 people hold shares and he thanked them all for their contributions.

How many Kibble kids are employed – none

Question saying Kibble weren’t clear who employs the general manager. Confirmed this employee is paid by Kibble but answerable to TF.

Electronic advertising - Considering at the moment. Hope to achieve

Jamie McGrath likely to be sold by Monday? There is interest, but no offers have met valuation. Players were signed in the summer with McGrath departure anticipated. Club is talking to those whose contracts are up in the summer.

Why was the ticketing system replaced? JN explained it was replaced as fans were complaining about the old system. We ended up being the only club using that system and and the company running the old system couldn’t invest in the required improvements. There is no fee due to be paid to the previous company.

Question over wage ratio - claimed it was 75% where 60% is usual. JN said he would get the answers to this and report back.

TF answered a question about the partnership we have with Birkenhead of New Zealand. This was something the club hoped to further develop and were talking with the New Zealand and Australian tourist boards.

JG is looking to move a couple of players on to other clubs with a view to bring in other players. We are back in contention for a top six finish and we have a reasonably good but very tough cup draw. The budget needs to be balanced.

Is there a replacement for Tony? No replacement for Tony as yet, discussions on his retirement have only recently been concluded.

Question over the six-month management accounts. JN stated they were running at a loss but we hope to claw back in the second half of the year.

There are ideas on how to increase our income but they need significant development investment. However various options are under consideration.

Is Campbell Kennedy still running the commercial side of the business. JN yes.

Have JN tweets damaged the relationship with other clubs? JN repeated his regret at making the comments he made in jest. There is no evidence of any damage in relationships with other clubs, other than perhaps Rangers.

Would it be possible to have an AGM for members of the 1877 club? AW responded saying that there was no constitution for the 1877 and no need for an AGM however he was happy to answer any questions from members who contact him. He was keen to point out the 1877 club had brought in 18k per annum during the pandemic and both he and everyone at the club were very appreciative of the members sticking with it during these difficult times.

Is cash in the bank a cause for concern? JN said the cash in the bank is not a concern and we hope to have a good cup run.

The club invested 250k in the stock market. How are these funds doing and what are the management fees? AW said there are no management fees, the stock is doing well and is currently worth 285k.

Can we improve and lengthen St Mirren TV? JN said any investment in St Mirren TV needs to yield a return. Now that fans are returning to the stadium there is less demand. Overseas fans commented that St Mirren TV was terrific for them.

Are there other players other than McGrath being sought after? JG said other players are being looked at but will only move on at the right price.

When will Connor McCarthy be fit again? JG said he should be ready in 7-10 days, and resumed training today. However he will have a fight to get back in the team.

JN gave a commitment to do everything possible to have the auditors present at the next meeting.

No other questions, JN thanked everyone responsible for their efforts in setting up the meeting JN ended the meeting at 9:30pm.