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"Gardening Leave" - what exactly does this mean ??
at 14:16 5 May 2025

The most high profile instance in British football was when Ally McCoist was put on gardening leave by Rangers in 2014

https://www.bbc.co.uk/sport/football/30571507

The BBC report says that in McCoist's case the notice period was twelve months.

I don't know if that's typical in football manager contracts but it does suggest this standoff with Marti Cifuentes could drag on for some time.
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Richards.
at 21:12 3 May 2025

People had heard of JET and Ravel, they had Wenger and Fergie respectively talking about them as potentially great players who just needed to pull their finger out.

It's probably why we took a punt on them.

Richards has one good season on loan at Doncaster on his CV.
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Cifuentes on gardening leave
at 12:17 1 May 2025

True.

But you are effectively answerable to no one but yourself.

Anyway, I've conceded defeat on this one so let's let it rest :-)
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Cifuentes on gardening leave
at 12:14 1 May 2025

My bad.

I did skim through it.

You are right about the weight of voting at QPR board meetings.

Chapeau!
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Cifuentes on gardening leave
at 12:01 1 May 2025

Amen to that!
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Cifuentes on gardening leave
at 12:00 1 May 2025

You're a sole trader. So yes you can do as you please.

That doesn't mean all companies are run that way.

Let's just assume I'm not a novice in these matters and do have some idea what I'm talking about.
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Cifuentes on gardening leave
at 11:55 1 May 2025

Article 7 covers the appointment of directors - it says nothing at all about voting.

Article 7 has been drafted in such a way as to ensure the major shareholders are represented on the board. It is essentially looking to establish a balance of power to guarantee that no one person can do as they please.

If you continue to Article 8.3 it says that to be a quorum all board meetings have to have at least four directors present with at least one director representing each of the major shareholders.

The fact that Tony Fernandes is no longer involved means three directors is now the minimum for a quorum.

In truth most of this discussion is redundant. Recent reports say that Ruben now owns 75% of the shares so he does potentially have the power to do as he pleases. But he would still need to follow the legal formalities:

- Call a General Meeting
- Pass a resolution changing the constitution regarding how directors are appointed or can vote
- Register the amended constitution at Companies House

To date he hasn't done that.

So as things stand Ruben does not have complete control of the board. He could have if he wanted it, but that would send a negative signal to potential new investors (which the club are reported to want) so he probably won't try to exercise that level of control.
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Cifuentes on gardening leave
at 11:18 1 May 2025

"Look at the voting of the board. That’s the key point. 60% of voting is via Reuben. So he has control through the Director or Directors he appoints. It’s not 1 vote per Director."

Do you have access to the minutes of board meetings?

I don't. So I have no idea how the board has voted on any decision.

At directors meetings it is one vote per director. I already covered this on a previous post on page 17.

And if you still don't believe me but you're that bothered about it then Google is your friend. You can look it up for yourself. Unless you're really modern and prefer AI to do that for you.

But to give a simple example. Lee Hoos is a QPR director but to the best of my knowledge he is not a shareholder.

If Lee Hoos doesn't own any shares then by your logic Lee Hoos has zero power at board meetings.

I know Lee Hoos can be a good talker but I doubt QPR are keeping him around the place just to keep the other directors entertained.

In simple English:

- Shareholders generally have less power than people assume.

- Directors generally have more power than people assume.
[Post edited 1 May 11:20]
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Cifuentes on gardening leave
at 10:09 1 May 2025

Company governance is complicated and with respect you are making a lot of guesses that are essentially wrong.

When Companies are formed they adopt a constitution called the Articles of Association. Amongst other things this sets out the power of directors.

In the UK this document has to be filed at Companies House.

Any changes to the constitution also have to be filed at CH.

If anyone is really interested then QPR's constitution was last amended in March 2022. That document and all other company filings can be found here:

https://find-and-update.company-information.service.gov.uk/company/03197756/fili

The distribution of powers between shareholders and directors is explained here:

https://timespro.com/blog/distribution-of-power-between-shareholders-and-directo

The key point being:

"As a fiduciary on behalf of the corporation and its shareholders, the board establishes broad policies and takes critical decisions. Mergers and acquisitions, dividends and significant investments, as well as the hiring and firing of top executives and their remuneration, are all issues that fall under the jurisdiction of a board."
[Post edited 1 May 10:10]
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Cifuentes on gardening leave
at 01:07 1 May 2025

The size of the company is irrelevant. They are all governed by the same legislation.

Shareholders typically vote once a year at a General Meeting. And it is the size of the shareholding that is important.

Each share has one vote. So a shareholder with over 50% of the shares has a lot of power at a GM and a shareholder with over 75% of the shares effectively has total control.

Shareholders vote on resolutions at GM's. There are two types of resolution which require either a straight majority or in some cases 75% approval.

The rest of the time decisions are made by directors at board meetings.

The number of the shares held by each board member is irrelevant. Each director's vote has the same weight.

Directors do not even have to be shareholders. They can have no shares in the company and their vote carries the same weight as the other directors.

Ruben is not a one-man band and can't just do as he pleases. As a general requirement board meetings have to have a minimum number of directors present (quorum) for their decisions to have any effect at all.
[Post edited 1 May 1:14]
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Cifuentes on gardening leave
at 00:44 1 May 2025

Shareholders can vote at General Meetings which typically happen once a year.

Ruben can pretty much do as he wants at a General Meeting if he holds over 75% of the shares.

But companies are not generally run on a day-to-day basis by General Meetings, they are run by directors (who may or may not be shareholders) at board meetings.

There's a variety of ways that boards can reach decisions but the default is majority voting:

https://www.diligent.com/en-gb/resources/blog/what-are-board-of-director-voting-

"Types of votes that boards make

Boards may need to vote on any number of important matters throughout their fiscal year. Board directors primarily vote on actions and resolutions. Boards may also cast votes for issues such as strategic planning matters, approving a business plan, approving a budget, approving committee chairs, approving executive compensation and other necessary matters.

The types of votes that boards make include:

Majority vote: More than half the members must vote in favor of a decision to pass. It’s a common type of voting used for routine decisions.
Plurality vote: Similar to a majority vote, except the winning option doesn’t need a minimum of 50%. It only applies when there are multiple voting options or candidates.
Unanimous consent: When all board members must agree on a motion for it to pass.
Supermajority votes: When a specified percentage of votes must be in favor of the motion to pass, such as 75%. It’s usually reserved for significant decisions.
Anonymous voting: When votes are kept secret to protect the privacy of individual voters. It’s often done online or on paper and is reserved for sensitive topics and issues.
Proxy votes: A board member grants power to another board member to vote on their behalf, usually if they’re unable to attend a vote.
Email voting: Board members vote by email outside of a formal meeting, with members being given a deadline to cast their vote. Email voting is often used when the decision isn’t significant but is time-sensitive.
Online voting: Online voting is undertaken on a platform that is secure and accurate, often in real-time during a meeting, either virtually or in person. Votes can be cast publicly or anonymously."
[Post edited 1 May 0:47]
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Cifuentes on gardening leave
at 21:39 30 Apr 2025

Take your point about the Freeman-type sales. But I think that just makes things harder rather than impossible.

And Jobe Bellingham moved from Birmingham to Sunderland, so that market isn't completely dead (and he's now being talked about as a target for Real Madrid https://www.sunderlandecho.com/sport/football/sunderland-afc/major-publication-c )

And we sold Sinclair Armstrong to Bristol City. OK that wasn't in the £4-8m bracket but Sincs is a young player who might improve and if we're really lucky we might see some sell-on value coming back to us which was never likely to happen with Freeman and Smithies.

Again I take your point about the DS market, and that does seem to be the direction the club is moving in.

David McIntyre made a good point about the European signings. The transfer fees can be high but they tend to be on lower wages so there is some scope for getting value from those deals.
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Cifuentes on gardening leave
at 20:28 30 Apr 2025

I think there's a lot of truth in what you say.

But at the same time some really good players have emerged in the EFL in recent years such as the Bellingham brothers, Alex Scott, Antoine Semenyo, Romain Esse, Chris Rigg, Archie Gray, Adam Wharton, Michael Olise, etc.

These aren't players who have had a loan spell down here, these are players who have emerged through EFL clubs.

I'm not sure why it's happening now. Maybe EFL clubs are putting more resources into developing young talent. And maybe youngsters are waking up to the fact that being hoovered up by the big clubs and disappearing into their academies for several years and never playing any proper competitive football isn't the best way to develop their careers and realise their potential.

Whatever the reasons there are still signs of life at our level and there still scope to develop talented players and grow good squads.
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Cifuentes on gardening leave
at 17:17 30 Apr 2025

I think we also had Charlie Austin making similar demands about Chair and Willock not being sold as a condition for him coming here!

Essentially I think we're in agreement:

1. The club has tried to rush what is inherently a slow process

2. We haven't been able to bring ourselves to do the selling bit when we should have.

I think it can still be done but it has got harder.

If you look at Bristol City and Millwall they had some quite austere years under Gary Rowett and Nigel Pearson respectively. But all the while they were ticking over in the league they were still developing young players and have had success cashing in on them and reinvesting. So it can still be done, and for a club in our position it might be the best option, but it's going to be bloody hard work!
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Cifuentes on gardening leave
at 16:50 30 Apr 2025

I would say the reason we haven't been able to make it work so far is because whenever we have got to the point where we should be trying to sell a player for a profit and reinvestment we have bottled it and looked for reasons not to sell.

One of the points Birch makes is that Brentford fans had low expectations so it was easier to sell fan favourites and reinvest.

Here fans don't like to see their favourites being sold. So when we reach the optimal time for selling a Dickie or Dieng we look for reasons to hang on to them.

Imagine the uproar if we try to sell Ilias Chair this summer!

As for the overall model. You're right to say that times have changed since Covid and also Brexit. But as you yourself also say Bristol City and Millwall are doing pretty well. It's been a long road and they have had setbacks along the way but they are still moving in the right direction.
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Cifuentes on gardening leave
at 16:25 30 Apr 2025

Marc Bircham made pretty much the same point on the WLS podcast three years ago.

The club still doesn't know what it is.

If you're starting in a weak position and want to be a development club you have to take chances on young players and some of them might not work out. But it takes several years of steady trading and continuous improvement before you can get into a position where you are both developing players and playing at a level good and consistent enough to push for the top six.

Brighton, Brentford, and now Bristol City have shown it can be done. But it was a long journey for all of them and along the way they were cashing in on players that it must have hurt to let go.

[Post edited 30 Apr 16:26]
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Cifuentes on gardening leave
at 15:55 30 Apr 2025

Removing the CEO would probably be cheaper than sacking the manager.

But CEO's tend to have lengthy notice periods in their contract as standard. Even a complete newbie like Nourry is unlikely to be on less than three months notice and probably at least twice that.

I dd wonder if keeping Hoos on the staff was partly to ensure they had a handy interim to step in just in case Nourry bombed and got put on the naughty step.

But that might just have given Hoos one more reason to ensure he had Nourry's back and didn't let the little runt sneak out with daddy's car keys and wrap us around a lamppost. Although that is where the on pitch recruitment might be taking us anyway! But then Hoos isn't a football guy, as he keeps telling us!
[Post edited 30 Apr 16:01]
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Cifuentes on gardening leave
at 14:29 30 Apr 2025

Unlike most of us these days people working in football have the backing of powerful unions.

For managers it's the LMA:

https://en.wikipedia.org/wiki/League_Managers_Association

"The League Managers Association (LMA) is the trade union for Premier League, EFL and national team managers in English association football. The LMA awards the LMA Manager of the Year award annually."
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Cifuentes on gardening leave
at 14:21 30 Apr 2025

Marti isn't eligible to claim constructive dismissal.

You have to be in a job for two years before you can claim constructive dismissal:

https://www.acas.org.uk/dismissals/constructive-dismissal

Making a constructive dismissal claim
You usually have the right to make a constructive dismissal claim to an employment tribunal if you:

are legally classed as an employee
have worked for your employer for 2 years
There are strict time limits for making a claim to an employment tribunal. In most cases, you have 3 months minus 1 day from either:

the last day of your notice period
the day you resigned, if you did not give your employer notice
[Post edited 30 Apr 14:23]
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Cifuentes on gardening leave
at 11:54 30 Apr 2025

Just out of curiosity.

If I were to start a beef with Lassel is there any chance Norf would pay me off to go and post on another forum?

Nah, didn't think so.

But it was worth a try :-)
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