Rpc Share Discussion Threads

[jeffian] 14/3/2019 10:34

I realise that the Court Hearing re the Apollo bid has been adjourned indefinitely but do they announce the level of acceptances received from shareholders?

[phillis] 14/3/2019 09:52

Lets continue with an anecdote in absence of anything to say on RPC

I am willing to concede extreme Corporate Governance and box ticking has become the norm over the last 20 years but I recall in the 80s my Chairman ( a top 250) sitting down with the Co Sec after Board Meetings and dictating the minutes he wanted recorded!

[billywhizz1] 14/3/2019 09:49

Red_Rod, Answer to your last Q:

Nope, not a cs. just a retired (2 years ago) ned. board member. Anyway, welcome to the house of fun, you can sit out the latest stage of the RPC interregnum, or should I say their version of 'The Comedy of Errors', along with the rest of us.

[phillis] 13/3/2019 20:39

And in Board Meetings you advised on etc etc
Pension plans perhaps

Without wishing to interfere of course

[red_rod9] 13/3/2019 19:50

Thanks for the advice DR_SMITH. I have speed read through the recent batch and the comments I think have been excellent. One little group of exchanges interested me as I retired from my position of company secretary to a large UK components manufacturer to the mining industry, 18 months ago. Without wishing to interfere in the exchange of views concerning the role of company secretaries in todays PLC's, I thought it might be beneficial to comment without causing any offence. I can say from hands on experience that the posts billywhizz1 presents is correct in practically every detail, perhaps he has been a company secretary himself ?

[redartbmud] 13/3/2019 17:18

billywhizz1 wins

[dr_smith] 13/3/2019 16:10

Red Rod9.
Hello.
Not sure if you should listen to me as I sold out, happy with co, not happy with indecision and lack of clear non-extendble timetable for getting back to what may pass for normality, but would say don't waste your time reading recent back posts as we've just been second guessing on possible outcomes with constant delays deferrals and extensions.
Maybe just share thoughts without being tainted by our own guesses. :-)
Dave

[red_rod9] 13/3/2019 15:27

Hello Posters,
I am new to this site and would like to join in the discussions from time to time.
I am an RPC shareholder but I sold 25% of my holdings when Apollo made their offer.
I do not know if the Berry offer will be accepted or not, personally I hope it's not accepted, as I feel that it will either be increased or Berry will walk away, one or the other. Either result will suit me. Seems a lively site, lots of clever posters, I'll try to catch up by reading the posts from 1st January 2019.

[billywhizz1] 12/3/2019 14:25

Again for the intelligent people:

Extract from EU company law directive, (Applies to UK)

The company secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented.
Despite the name, the role is not clerical or secretarial. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company Secretaries are the company’s named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.

You make your minds up!!

[phillis] 12/3/2019 14:12

you obviuouly never attended a real BM
What actually happens goes something on the following lines:
" There was a wide ranging discussion on the subject of X and it was resolved that...."

[phillis] 12/3/2019 13:54

no argument from me until someone( you know who) puts up a ridiculous argument/proposition

[jeffian] 12/3/2019 12:13

I realise that we're in a Phoney War period waiting to see what happens with the Berry bid but it isn't necessary to fill the void. I'm losing the will to live here!

[phillis] 12/3/2019 12:00

because in a historical context that is why they are called secretaries

In Board meetings they advise on procedure and the law - not much else if they have no other executive responsibilities ( and certainly nothing else if they are not full Board members)

I never sat on a Board (5) that had a minute taker! Absurd

[billywhizz1] 12/3/2019 11:54

Well, the ICSA regards the Company Secretary as only being responsible to the chairman for the minutes. It is has long been recognised in PLC's that it is nye on impossible for the Secretary to take the minutes and at the same time participate fully in the meeting itself. Therefore, the practice is, and has been for a very long time, that the company secretary is supported by a suitably skilled minute taker. I think we're splitting hairs here, this is basic common knowledge.

[phillis] 12/3/2019 11:25

because they take the minutes of the meeting

[billywhizz1] 12/3/2019 11:07

Nick Giles is a member of the company's 'Management Team' and as you point out, he is neither a non-exec. or an exec Director and you will note that my post specifically refers only to both these classes of Directorships. I included Nick Giles because he is responsible for the efficient administration of the company to ensure the Directors comply with all statutory and regulatory requirements and that all decisions made by the board of directors are honoured. To be honest, I've never really understood why they are called Secretaries as their role is neither clerical or secretarial.

[budgiekevin] 12/3/2019 09:29

Billy I am not a lawyer but quite sure that Nick Giles is not as legally responsible as the others. He is probably also doesn’t have as lucrative salary package as other full time/Executive Directors

[billywhizz1] 12/3/2019 09:17

Sorry, don't want to 'over egg the pudding' but just for quick reference purposes and following Budgies last post, these are all the lads & lassies who take all our Mud-Slinging. Incidentally it's important to note that the law makes no distinction between Exec. & Non-Exec Directors, they both carry the same levels of responsibility and risk, and at the end of the day, if they screw up, each of them will be culpably in whatever level of circumstances or mitigation factors they were involved in.

James Pike - Non-Executive Chairman of the Board
Pim Vervaat - Chief Executive Officer, Executive Director
Simon Kesterton - Group Finance Director, Executive Director
Nick Giles - Company Secretary
Godwin Wong - Non-Executive Director
Lynn Drummond - Non-Executive Independent Director
Rosalind Rivaz - Non-Executive Independent Director
Kevin Thompson - Non-Executive Independent Director
Martin Towers - Senior Non-Executive Independent Director

[dr_smith] 11/3/2019 20:57

Good to know BudgieKevin and Billy. Nice to have first hand experience views. :-)

[billywhizz1] 11/3/2019 20:25

No, not in the plastics game at all. I know nothing whatsoever about plastic manufacturing. But generally speaking, most corporate boards all operate roughly on the same business model, tweaked of course to accommodate the various nuances and nature of the business. In my experience there's very little difference between Corporate Boards no matter what their companies produce. Everything's relative and it depends on your perception of a directors time. Progress Board meeting's about every two weeks, two week work time 120 hours, Board meeting 6 hours. Most Directors work hard long hours. That's all I'm gonna declare.

[budgiekevin] 11/3/2019 20:21

The BOD time will be significantly different between the Non execs and the 2 exec/Chairman. The former will be low as mentioned by Billywhizz whereas the other 3 will be much more but probably 20 to 30%. The heavy lifting time consuming work will have been performed by the senior finance people in the operating companies plus HR people who will hold all the employee contracts/agreements etc. I am speaking from experience of both going through sale process which also happened to be in the sector.

[dr_smith] 11/3/2019 19:24

Cheers Billywhizz.
I accept your 5% finger in the air, but confess I would guess much more time spent by BOD, as opposed to chain of command, especially with 100% risk, or in US parlance, "ass on line". ;-)
I'm curious. Were you in this sector?

[billywhizz1] 11/3/2019 18:52

Fair do's Dave. The main and largest exercise would have been D/D. All this would have been handled by the company's in-house or outsourced salaried or fee officers, ie accountants, personnel, sales etc. OK, they all ultimately report to each of their company headquarters section group manager, who in turn supply each board director responsible for their particular discipline with a synoptical progress report on a regular on-going basis. I think you'll clock that the actual M/Board Directors roll in all this is limited to the minimum time possible, nearly all in progress assessment meetings. I know this because I've done it. In percentage 'time spent' terms...top whack 5%, professional risk terms...100%.