Dear Fellow Shareholder,
The Everton Football Club Company Limited was formed in 1892 to finance the building of Goodison Park and limit the financial liability of the club members in the new world of professional football. The Chairman, George Mahon, is on record as arguing for the newly minted shares to be distributed as evenly as possible among the members to maintain democratic accountability.
The Directors of the new company remained accountable to their shareholders (the Members of the company) through the Annual General Meeting (AGM), a tradition and practice that continued for over 100 years until 2008 when a change in the Companies Act (2006) removed the legal requirement on our current Board to hold the AGM.
Sadly, and although this tradition could have, and should have, continued the Board chose at their earliest convenience to change the Company's Articles of Association to remove the need for an AGM. The Board did this without giving prior notice to you, the members, and without any subsequent justification of their action.
In 2009 and 2010 the club held “Shareholder Forums” as a watered down substitute for the AGM where the number of attendees was limited by the club and the formal rules and legal framework that govern an AGM were absent. Even this limited option was not provided to you in 2011 or 2012 and there has been no opportunity at all for the members of the company to question the Directors who manage it on your behalf.
Since 2009 the Everton F.C. Shareholders' Association have, on your behalf, privately petitioned the Chairman and the Chief Executive to reverse their stance on the AGM. We have raised the issue in face-to-face meetings and we have written letters and emails, most recently after our own AGM in August of this year. We have received no indication that the Board are willing to acknowledge their traditional and moral obligation to be accountable to you, their members. Indeed the Company Secretary has formally notified us that the Board has currently no intention of re-instating the Annual General Meeting.
It is therefore with deep regret that we believe the only course of action now open to us is to seek your qualified approval and support for the enclosed Requisition that seeks to force the Board, through the will of the membership, to call an Extraordinary General Meeting.
Please read the Requisition carefully and give it your fullest consideration as we truly believe that this is very important to the future of the club that we love and that your personal support is vital. Note that we are only asking for the Board of our Club to answer simple questions on the financial performance of the Company and to permanently reinstate the AGM.
We all know that our football club faces great, and growing, challenges in the modern game. How we face those challenges together – Fans, Shareholders and Directors – is of concern and interest to us all. We believe that your opinions should be heard by the Board, and we believe that Annual General Meetings are the proper and appropriate forum to voice them.
A short survey is also enclosed with this letter, for your feedback, together with an application form for membership of the Association.
Please sign and return the enclosed Requisition for an Extraordinary General Meeting in the pre-paid envelope as soon as you can, and if possible not later than December 10th If you wish to return the survey and/or membership application, please send them in the same envelope.
James Asquith, Honorary Secretary
On Behalf of the Everton FC Shareholders’ Association