Chelsea Pitch Owners PLC
Minutes of the meeting of Directors
Held at 16 St James's Street, London. SW1A 1ER
Wednesday 28th September at 13.05
In attendance:
Mr C Rose Mr G Smith
Mr. R Glanvill
Mr S Jones (left at 13.58)
Mr. S Frankham (By phone)
1. Matters arising from previous meetings not covered below
➡ Register of Interests
CR asked if all Directors had submitted forms for the register. SJ and RG had not, and SF stated that there was a further entry to make. (Note, since the meeting RG and SF have submitted their entries.) ACTION SJ
2. Stamford Bridge Consultation
Further to the feedback in CR’s report, and further to the note from SF, a discussion took place on the issue of the recent consultation, the response of the board, and their attitude to the future of CPO.
CR noted that the club had not replied to its last correspondence, and did not appear to be in any rush so to do.
In light of the company’s recent share sales and financial figures RG and SF wished to explore other vehicles in which the aims of CPO and interests of the shareholders could be protected after any redevelopment. These included a trust or restrictive covenant. However GS advised that there would need to be a beneficiary, and as that would be CPO, this would fail.
RG stated his concern that share sales are still slow, and that most questions from supporters were about the stadium and not the future of CPO.
SF questioned if the new stadium was delivered then would CPO have achieved its objective?
Both CR and GS were of an opposite view, that this was about future, and not the current owners, and that there was no reason to give up the asset of the company or indeed the company itself.
At the consultation the previous week, it had been requested that CPO encourage support for the redevelopment scheme, and whilst all directors are very much in favour of the current excellent scheme, they feel that they cannot proceed if the club/owner do not give some response to their previous correspondence.
In response to discussions about how to gauge opinion amongst the shareholders, CR reported that he had already talked about such a proposition with ERS. It was agreed that further discussions should take place and a proposal made to the board.
CR was tasked with writing to the club/project team to state that whilst CPO were enthused and supportive of the redevelopment, that we could not advise our shareholders until a response was forthcoming.
ACTION CR x2
3. Financial Matters.
Annual Accounts,
CR tabled the Draft Annual Accounts and explanations. With the change in accounting rules a decision needs to be taken in the light of of FRS102, and the treatment of the outstanding loan to CFC. There are two alternatives, the one being suggested to the board, that of defining CPO as a Public Benefit Entity, is not the one that CFC are choosing. There is a request to the auditors of CFC to advise if it is possible for two sides of a loan to be treated differently in their accounts. CR is following this up with CFC.
The board are happy with most other aspects of the accounts, although as expected these show a loss for the last financial year, following the cancellation of the proposed dinner in May.
ACTION CR x2
AGM Resolutions
Any resolutions will need to be agreed in the next few weeks.
ACTION GS/CR
Shares, and stats
It was reported that we sold 14 shares in August the first month of the accounting year. CR noted that this was in line with other yearly sales in August over the last few years.
A discussion took place regarding the forward-selling of pitch-presented shares. CR assured the board that this was already in operation during the last financial year.
Management Accounts,
CR presented the accounts for August, which showed a loss to date. CR explained that there were some expenditure items such as certificate frames that are accounted for in the month in question. It is expected that the events later in the financial year will make up the shortfall, and produce a small profit.
4. Administrative Matters.
CFC Lunch/CPO Dinner/CPO @The Bridge
It was reported that a date had been agreed with CFC for the tournament next year. Wednesday 31st May 2017.
A discussion then commenced regarding the forthcoming lunch at which CPO had been allocated a table and a raffle prize. SF felt that we ought to sell the table in its entirety whilst CR felt that it should be 50% for volunteers to assist the sale of shares on the day. As time was running out, CR and SF were requested to come to an agreement on this matter and report back to the board.
ACTION CR &SF
(Note, since the board SF has brokered further assistance at the lunch for CPO)
AOB
It was noted that the advert “Pitch In” had appeared in the last home programme, but to no tangible effect as yet. CR reported that the club had changed the original design although it was unclear why at the present time. CR would investigate.
SF stated that he was having lunch with Simon Hunter and Chris Thornberry relating to his executive club membership. He volunteered to raise CPO issues and in particular the possibility of using CFC database emails to advertise events and offers such as the POTY offer.
5. Share Transfer, & DONM
Share Transfers
E Heiden (25 Shares) to S Heiden
Date of next meeting
TBA
The meeting concluded at 14.30