SMISA Special General Meeting March 2022

SMISA Special General Meeting

March 1, 2022

SMISA Stadium

In attendance: John Needham (JN) (St Mirren chairman), Jim Gillespie (JG) (St Mirren vice-chairman), Gordon Scott (GS), Alex White (AW), Mark McMillan (MM) (all St Mirren directors), George Adam (SMISA chairman), Colin Orr (CO), Kenny Docherty, Kenny Lang, Jim Cumming, Janette Swanson, Dougie McMahon, Graeme Macpherson, Alan Quinn (all SMISA directors)

 A Special General Meeting was called by a section of the membership to discuss the following three topics:

1: The engagement process between the SMISA Board and the membership

2: The current St. Mirren / Kibble relationship

3: The current financial forecast for St. Mirren FC

 

A summary of the key discussion points and proposed actions from each section are listed below.

1: The engagement process between the SMISA Board and the membership

The point was raised that there had been no members meeting held in January prior to the St Mirren AGM to canvas members’ input. This fell short of the prior agreement to hold quarterly meetings with members, although the SMISA board felt it would have overlapped with the club AGM to have held a members meeting at that point. Members were also invited to submit issues/questions ahead of the club AGM and all were passed to the club board to be answered on the night. 

 Action: SMISA will now hold quarterly meetings with members each year, with one being the SMISA AGM. Members will be asked to email suggested agenda items in advance. Members from both the St Mirren and SMISA boards will attend to try to address those topics in an open and transparent manner.

A member raised a point about the way that SMISA appoints directors to the St Mirren board, believing that it ought to return to an open nomination process. Other members felt that the SMISA board should present their shortlist of suitable candidates and ask members to vote for their preferred candidate from that shortlist.

CO explained that the process was put in place to ensure we delivered the best candidate who would not only adequately represent the members but who could also make a telling contribution to the running of a multi-million pound business. He also explained that the way directors are appointed to the board was backed overwhelmingly by the members as part of a wider vote in February 2020. For our last two appointments, SMISA has orchestrated a thorough, professional recruitment process which has helped us attract a very high calibre of director to the club.

In a reply to the way and how often SMISA communicates with the membership, CO pointed out that many of SMISA’s actions are based on the results of the extensive survey of members carried out in 2020.

Action: SMISA to consider issuing a new survey to gauge member opinion on different issues.

2: The current St. Mirren / Kibble relationship

JN said all the different parties coming together has been like an arranged marriage at times but revealed things had settled down a lot over the last few months at board level, with effective discussions and planning taking place about how best to take the club forward.

JG agreed there had been difficulties as all parties adjusted to a new way of working together but there had also been a lot of success achieved over the past two years since Kibble’s involvement.

Action: JN to issue a regular chairman’s statement to keep fans appraised of what is happening at the club. But he warned it would be unrealistic for supporters to expect a running commentary on what is happening in the background at the club, especially on any commercially or legally sensitive matters. Better to announce decisions to the fans once things are finalised.

JN announced that each board member would be assuming responsibility for a particular operational matter, with all working closely with the incoming chief operational officer (COO).

JG would be responsible for the football side, in particular improving the link between the academy and first team and ensuring the club receives more substantial financial return from the sale of academy graduates.

MM will look at income generation over the short to medium term and other corporate agreements.

AW will deal with procurement and contracts to ensure the club is not overpaying for anything.

GS will take charge of infrastructure, both at the SMISA Stadium and at Ralston, staying on top of any maintenance issues. He will work alongside the new facilities manager.

Alan Wardrop, who was on holiday and couldn’t make the meeting, will look at high-level sponsorship and income opportunities, including stadium naming rights and shirt sponsorship.

JN will work in tandem with the COO across all areas, with a particular focus on communication and fan engagement. There is an understanding that the club needs to become more supporter-focused in all that it does.

JG explained again why Kibble got involved with St Mirren, mainly the opportunity to provide the young people in their care with the chance to gain experience of hospitality and leisure roles to set them up for going into the marketplace. Seven or eight of them are currently gaining experience working at the club but the intention was never to replace existing staff but to support them.

Said Kibble only had the same veto as the SMISA directors, and that he has never – and never would – support the installation of an artificial pitch.

MM conceded that Kibble needed to do more to tell people of their involvement at St Mirren and what they have delivered so far. Also stressed the need for people not to take social media gossip as fact.

JN said a subset of the board would interview for and appoint the COO who will replace Tony but who will be more operational rather than strategic. Looking for someone business-minded and entrepreneurial, ideally with a background in sport.

MM explained Lynsey McLean (general manager) was only listed on the job advert as a point of contact to help with the recruitment process.

3: The current financial forecast for St. Mirren FC

Question was asked why the club didn’t have a finance director. JN replied that, to the best of his knowledge, there has never been one on the board. Added that the club have an accountant who provides all the information as required, supported by David Biggart from Kibble.

JG confirmed that the club had a £400,000 cash loss in the last financial year, and not £700,000 as had been claimed by a member at the club AGM.

JN underlined that anyone with questions on finance had been asked to submit them in advance of the club AGM. The BoD had answers to those questions. Unfortunately the auditors Azets couldn’t attend the meeting, something that was only communicated at short notice. JN also reiterated that any additional questions on the club’s finances would be taken to Azets after the meeting. The club remains open to any questions shareholders may have on their finances.

JN confirmed there are financial checks in place with the CEO which will also continue with COO. Currently CEO can spend only up to a certain limit without having to consult the board. JN and GS have current responsibility for overheads and will sit down with COO to discuss their limits and authority.

GS says JN will work with the COO and will be at the club one day a week to ensure everything is running smoothly including on finances.

JN confirmed Jim Goodwin had to adhere to a budget and the same applies to Stephen Robinson. In May 2020 the directors decided on an increased playing budget and Jim Goodwin delivered the club’s most successful season on the park for three decades but not off the park as no fans could attend the two semi-finals. Decision was taken in May 2021 to continue that playing budget. The only adjustment was that they encouraged Jim Goodwin and Tony Fitzpatrick to do their business in the summer so they got the benefit of the investment throughout the whole season rather than keeping money back for January. There are budgets in place for every single line but had to spend money on Covid recovery and an upgrade of facilities at Ralston. Plus there had been an agreement to sell Jamie McGrath to Hibs for a good fee but that fell through. Believe as a club we should budget for transfer fees and set targets how to generate money from playing squad and academy.  

JN added that they are trying to take prudent steps to expand the club and move into the top six but they are not taking undue risks with the financial future of the club.

Last year our net loss was £50,000, one of the lowest in the league. Will probably make a larger loss this year but we are using the rainy day reserves to cover for it, Covid being the reason for the rainy day. Took steps to move on players in January who were being paid well but on the bench. Aim for 22/23 financial year to break even again. Been spending £20,000 a month for Covid testing, hard to absorb that within normal budget. But club are well on top of the things they can control and manage and confident things will improve moving forward.