The role of non-executive director is rather more serious than the abbreviation “NED” suggests. This is particularly true in Scotland…currently for two reasons. Because “ned” in Scotland is a derogatory term often said to be short for “non-educated delinquent.” And because Rangers Football Club needs almost nothing less than the appointment of a “ned” as a…erm…NED. Yet many people will joke that Rangers International Football Club PLC have done just that with Tuesday’s appointment of former fans’ spokesman Chris Graham as a NED, especially since certain aspects of his past on-line behaviour have been exposed.
At face value, the appointment of a supporter-director is commendable. Supporters Direct, the Supporters Trust movement, has long campaigned for direct supporter influence and presence in professional football club boardrooms. And Graham has in recent months become a leading light in Rangers’ own Trust (RST). In appointing a supporter-director, the new Ibrox regime, voted in at an extraordinary general meeting last week, has kept its promise of greater fan involvement, leading to the greater corporate transparency also pledged by newly-elected directors Dave King, Paul Murray and John Gilligan. Indeed, the Scottish Press Association’s Andy Newport tweeted that Graham’s appointment was a “bold move by King. Promised transparency. Now delivering.”
It could also be interpreted as a thank you to supporters who campaigned hard, with Graham at the forefront, for the new regime by organising Rangers’ fans into a vaguely coherent shareholding voting bloc (although two different organisations did this work, two-and-a-half years late, despite the RST being constitutionally tailor-made for the purpose. Unfortunately, while Graham is no “non-educated delinquent,” he is no non-executive director either. NEDs have a vital role, defined by the UK Corporate Governance Code as:
Constructively challenging and helping in developing proposals on strategy and scrutiny of management’s performance in meeting agreed goals and objectives and the monitoring of performance reports;
satisfying themselves on the integrity of financial information and that controls and risk management systems are robust and defensible;
determining appropriate levels of remuneration for executive directors; and
appointing and removing executive directors, and succession planning.
The code makes it clear that “the job should be no sinecure.” And while the board determines “qualifications” for the role, it should certainly be more than a symbolic “thank you to supporters.” It is certainly difficult to see how Graham practically qualifies for such responsibilities, unless he has kept his talents remarkably well-hidden.
He came to general attention as a regular presence in TV and newspaper discussions on Rangers’ capitulating finances pre-liquidation and the on-going financial travails of the new club. He came across on telly as if he gave up charisma for Lent one year and nobody ever told him it was Easter.
Graham is a capable feature/article writer, although it will not surprise you to learn that I rarely agree with what he writes capably about. However, in the 140-character world of twitter, Graham is an altogether nastier piece of work, with a penchant for the supremacist arrogance of so many Rangers fans, even when talking to other Rangers fans. One supporter who had the temerity to respectfully question Graham’s campaigning strategy was told “frankly, you’re a moron.” Reports suggest that Graham’s old charm school has since gone bust.
Reading some of his stuff down the years, it is not surprising that Graham acted to “protect” his tweets once he’d learned of his appointment. But he was unable to protect his 140-character past from the wonders of screenshot technology and other “back-door” methods of uploading cached tweets. One gem he has long “protected” is his 16th February 2012 article The Enemies of Rangers Football Club, which listed a number of Rangers critics and “people who revel in our misfortune” while encouraging readers to help keep “a record of those who have spoken out against us.” The reasons for this list were unspecified but the tone suggested revenge, not compiling a Christmas Card list.
His own critical faculties occasionally and embarrassingly failed him. He was demonstrably rubbish at judging Rangers boardroom regimes. “For the moment, he has my support,” Graham tweeted on January 31st 2012 about…Craig Whyte, two weeks before Rangers entered administration. Graham lambasted the October 20th 2011 documentary Rangers, the Inside Story as “the BBC stitch-up…sorry, investigation.” At the start of the Whyte era, on May 8th 2011, he tweeted: “Very impressed with Craig Whyte so far. Comparison to Knighton = clutching at straws. Bleak times ahead for Celtic” (Michael Knighton is the ex-Carlisle United owner and flagrant self-publicist who once made a semi-fantasy bid for Manchester United). And Graham famously declared on STV’s Scotland Tonight on February 28th 2013 that “there are no massive clouds hanging over Ibrox,” since when the massive clouds have barely cleared.
He did arguably get one thing right, though, tweeting on February 14th 2012, the day the old Rangers went into administration, that: “Liquidation and administration are different. HMRC liquidate, the club die. Players, stadium, everything goes. Admin, they don’t.” Less savoury is the purported tweet which landed Graham in hot water, a line drawing about which Graham tweeted, on the day of the Charlie Hebdo murders in Paris, to British Muslim political activist and tabloid-styled “hate-preacher” Anjem Choudary: “You probably wouldn’t like this one of Prophet Mo giving Jar Binks a hand job.”
Could any other Scottish Football Club appoint a fan-director who had tweeted something like that without the Scottish Mainstream Media (SMSM) calling for said director to be removed immediately? The media stormclouds over Graham’s tweet shouldn’t have taken over 24 hours to gather. And he shouldn’t survive them. “Foul-mouthed and objectionable” was what the BBC’s Tom English called Graham’s “twitter guise,” before the above storm broke. But whatever about Graham’s sordid social media past, he appears woefully underqualified for actual non-executive directing.
NEDs usually have impressive corporate CVs. Graham has been four years a director of “Graham Consulting Solutions Limited,” a “business and management consultancy” firm (“other than financial management,” its duedil.com profile intriguingly adds). And…er…that’s it. And the company’s financials are not for filing under “dizzying.” Its latest accounts…are three-and-a-half months overdue. And while such filing tardiness is more common in business than you’d hope, it shouldn’t take fifteen weeks to count current assets of £52,905, tangible and fixed assets of £587, cash reserves of £875 and other corporate loose change.
So why HAS he been appointed? He has been a long-standing, consistent supporter of Dave King and a public champion of King’s subsequent takeover moves, with a touching faith in King’s ability to bankroll Rangers. Last March, Graham was asked on Scotland Tonight what King could “bring” to Rangers. He answered “£30m.”
Graham was also closely involved with King’s infamous “season-ticket trust fund” last spring. Fans were encouraged to park their 2014/15 season-ticket money with King-controlled company “Ibrox 1872 Ltd,” to persuade the board to grant security over Rangers’ main assets, Ibrox and the Murray Park training complex, to said company.
This eventually led to the season-ticket boycott which collapsed RIFC’s finances and caused not only the ultimate fall of the RIFC board but a fall in RIFC’s share price before King bought some last December…though only a cynic would connect the events.
However, even this glorious victory, with Graham starring as “Union of Fans (UOF) spokesman,” questions his suitability for NED-ship. Graham said plenty to the press: “The idea of securing Ibrox and Murray Park is something we are very focused on and feel it is an important thing to do” (Glasgow Evening Times, April 10th). “If we get security over the assets, the club will get the money,” (Daily Record, May 5th). On June 13th the UOF said the board could access the fund “by providing a legally-binding pledge that they will not sell Ibrox or Murray Park.” And on July 28th they complained that “all reference to Murray Park” had been removed from the board’s counter-proposal, adding: “This was not an oversight – they are explicitly refusing to include Murray Park in any undertaking.” Cross, they were.
Yet the actual proposal, published on the now-defunct Ibrox 1972 website on May 6th, was that fund money would purchase season-tickets “conditional on us (or another person acceptable to us) being granted security over Ibrox Stadium.” No mention of Murray Park whatsoever. So, Graham’s persistent insistence that Murray Park was part of the proposal wasn’t true. And the UOF’s fury that the board “removed all reference to Murray Park” suddenly reeked of unintended irony. Was Graham lying? Or was Murray Park’s absence actually an oversight? Either way, NEDs are appointed to deal with such problems, not part-cause them.
Were the new RIFC board badly advised in appointing Graham then? Or was the appointment made, like King proposing himself and Paul Murray as RIFC directors despite doubts over their eligibility, knowing it could cause damaging problems. King has often caused his own difficulties with his Rangers proposals, e.g. refusing to name half the members of his consortium who offered to lend RIFC £16m last October. The Daily Record’s Keith Jackson termed it “shooting to miss” when questioning American sports entrepreneur Robert Sarver on obvious flaws in his recent Rangers bid. Graham’s appointment resembles even wider, wilder shooting.
Thankfully, RIFC also appointed John Bennett, Henderson Global Investors’ “Director of European Equities.” Such grand titles, and Henderson’s claim to “currently manage £81.2bn,” are in themselves no guarantee of suitability (Whyte quoted the money his firms “managed” when cultivating his infamous “billionaire” with “off-the-radar wealth” image). But Henderson has had 80 reputable years in asset management and its “Director of European Equities” is unlikely to be a business incompetent.
Graham’s appointment is populist. And if it is not guaranteed to be universally popular among Rangers fans, it is wildly so among Celtic fans, “oooh my aching sides” being a common reaction. Non-executive directorships of listed PLCs are not for “just anybody.” And, even with the due respect of those who think most of him, Graham is “just anybody” in this regard. It is a baffling appointment and could be a huge mistake. And while the gag is that Rangers can hardly afford anything these days, at least not until King’s £30m arrives (cough), they really can’t afford such mistakes.
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