Tandem Share Discussion Threads

[strollingmolby] 10/6/2020 10:12

Took me too long to locate the AGM Notice on the website so may be of use to others to have the direct link:

[maddox] 10/6/2020 10:02

Thank you Simon for publishing your letter and raising your concerns. It all points to a Board that has no notion of good corporate governance and completely unresponsive to shareholders concerns. I will be voting as you suggest.

Regards, Maddox

[strollingmolby] 10/6/2020 09:55

Thank you, Simon - that's elicited a condescending release from the Board I see.

Of more concern to me is that by paying an extraordinary amount to each NED (for how many days' work per year?) they are conflicted and will support the Board so as not to have their vastly overpaid roles taken away. I'll also be voting against.

[graham1ty] 10/6/2020 09:01

I just thought I would check one thing.....

TND has generally, but not always, been profitable. So, I often look at “Retained earnings” on the Balance Sheet, in TNDs case listed as Profit and Loss account. This is a fairly blunt measure, but in a nut shell reflects how much profit a company has made, over the years.

TND retained profit, on the balance sheet, £9.1m. Directors pay, last ten years, £6.6m. It does show where their priorities lie.........

[davidosh] 10/6/2020 08:47

Agreed....the pension deficit has clearly been used to restrict shareholders from getting a reasonable dividend over the years but has NEVER been used to keep remuneration of the Board at a sensible level compared to the size of the company. Almost half the profits generated go to the Board and last year dividends paid out, restricted by pension position, cost £224,000 whilst Exec Bonuses, apparently not so restrained, were £271,000!!!.

We need a sensible remuneration policy with shareholder consultation. Mr Keene needs to accept he has breached the Articles of the company and repay the excess remuneration so shareholders can receive a fair dividend.

Meanwhile the chairman, Mervyn Keene, thinks it is fine to have a rant at shareholders in an RNS and ignores the articles of the company for many years then shows zero respect to the largest shareholder when challenged about it.

The shareholders are the owners of this company and the chairman has created the problem. We now need to resolve it and changes are needed.

[graham1ty] 10/6/2020 08:26

While the focus above is on non Exec remuneration, the total Board remuneration has been pretty eye watering for years. Including the non Execs, total Board pay over the last ten years has been
2010 £568,000
2011 £540,000
2012 £538,000
2013 £566,000
2014 £820,000
2015 £665,000
2016 £689,000
2017 £787,000
2018 £555,000
2019 £906,000

Yes, the accounts you are supposed to be approving at the AGM include Directors total remuneration of £906,000 !!!!! Over ten years that totals £6.63m........paid out over ten years !!!!!!!! Mind boggling.

Don’t just focus on non Exec pay.....

[swbragg] 10/6/2020 05:36

Hello fellow Tandem Shareholders,I am a long-standing and historically supportive shareholder of Tandem. I discovered a serious breach in the corporate governance at the Company last year and had hoped and expected that the Tandem Board would sort it out properly a long time ago. Unfortunately, they didn't, so I have been forced to take a stand for good corporate governance and fair and proper treatment of shareholders. I have attached below the 2 letters that I have written to you and asked (as is my right) Tandem to circulate to you ahead of the AGM. The first was written nearly 3 weeks ago and was not circulated and the second nearly two weeks ago, which has again not been circulated. Interestingly, after the first letter, the Company decided to exclude shareholders from the AGM. The AGM is getting increasingly close. It's only on 25 June 2020. So the Board has forced me to use this Bulletin Board Service to forewarn you and bring this important issue to your urgent attention. I will leave it you to draw your own conclusions about the behaviour of the Tandem Board over this matter. I can't believe that they are seeking to deprive shareholders of fully understanding these issues by delaying my letter, which I hope you receive shortly, particularly as I have paid Tandem for the privilege of highlighting to you what the Company did and what it should have put right. The AGM is very close now, so you need to consider all the proposed resolutions carefully and how you vote ASAP. Given that the Board has stopped it being a physical meeting, you will need to get your votes in ASAP and/or instruct any brokers, custodians or nominees ASAP how to vote on your behalf. If you have already voted, but not realised what has gone on, you might want to reconsider and change your votes. I will be voting AGAINST the following resolutions:4. The reappointment of Mr Keene. AGAINST 6. The appointment of Mr Taylor. AGAINST8. The adoption of new Articles. AGAINSTI leave it entirely up to you how to vote, but would urge you to do so for the sake of good governance. I had hoped that the Board would sort out this situation in an acceptable way well before they sent out the Notice of AGM. They didn't and, what is particularly frustrating to me is that, they have been even more obstructive since I have asked them again to resolve it properly. I will be sorry not see you all at the AGM and I know a number of you are really disappointed that the Company has restricted the AGM. If the pubs are open on 22 June 2020, surely the Tandem Board can arrange the AGM for the Directors' carpark? In any event, I would urge the Tandem Board to do the right thing and at least embrace technology and host us all using a secure video webinar system, so that we can take part in good, open and proper shareholder and corporate governance on 25 June 2020. Best wishes Simon LETTER TO THE SHAREHOLDERS OF TANDEM GROUP PLC FROM SIMON BRAGG, SHAREHOLDER DATED 22 MAY 2020Dear Fellow Tandem Shareholder Tandem Group plc ('Tandem' or the 'Company') Corporate Governance BreachesIt is with some regret that I am writing to you during this traumatic time when there are many more useful and productive things that we should all be doing now. However, the response of Tandem's Board and in particular its Chairman, Mr Mervyn Keene, to a repeated and persistent breach of the Articles of Association of the Company has left me with no alternative. I have been a shareholder of Tandem for a number of years. Up until now, I have been supportive of the Board at each Annual General Meeting. This year, as a result of the Board's lack of transparency and chaotic response to a long standing breach of the Articles of Association of the Company, I will be voting against a number of resolutions. In November 2019, I identified that Tandem had been paying its Non-Executive Directors annual fees above the level permitted by the Company's Articles of Association. This is a basic breach of corporate governance principles, director's duties and companies law that is not to be expected from the Board of a public listed company.Article 99 of the Company's Articles of Association limits annual fees paid to the Non-Executive Directors of the Company to up to £75,000 in aggregate without an ordinary resolution of the shareholders. Since 2011, the Company's annual accounts disclose aggregate fees paid to non-executives of:2011 £82,0002012 £90,0002013 £90,0002014 £90,0002015 £90,0002016 £90,0002017 £90,0002018 £90,0002019 £86,000I wrote to the Chairman on 26 November 2019 to request clarification on this important governance matter and for which he, as the Chairman of the Board since 2010 and as a Director since 1993, is responsible.The Company explained to me that they believed that they must have changed the Articles and set out to find in their filing and records storage the relevant documentation. However, they were unable to find any copy of a resolution to change the Articles, or any amended Articles. I remain shocked that a public listed company is unsure of what Articles of Association are in force or what resolutions have been passed. I was subsequently told that the Company would update and present new Articles for adoption at the next AGM and ratify the historic position retrospectively. I received a copy of the 2019 Annual Report and Accounts, with the Notice of AGM on 22 April 2020. From an initial review of the documents, I found:1. That there was NO resolution for ratifying the Board's ultra vires payment of fees to non executive directors above £75,000 in aggregate in any financial year, in breach of the Company's Articles, for at least nine years; and2. In the Appendix to the Notice of Annual General Meeting a statement as to why Article 97 (was 99 in current Articles) was being amended, which made no reference to what the Company had accepted were historic breaches. It instead stated that there had been "uncertainty as to the characterisation and application of the fee limit (and any possible breach) in respect of certain past payments to such Directors". [My italic emphasis]. I assume this means that the Board are suggesting that the reference to "fees" in Article 99 of the existing Articles is limited to fees for acting as a director and that it should be implied (despite the absence of any language in the Articles to support this) that this limit excludes salary and other remuneration. I do not believe that a Court would support this reading and in any event, I do not believe that you the shareholders should be left to speculate as to what the Board means.It is a matter of deep concern that shareholders have not been given a full, open and honest explanation of the breach that has occurred. Instead the Board appears to be hoping to quietly adopt new articles and hope no one notices the historic breach.In addition, the Board has also NOT followed best practice by providing its shareholders with a "blackline" copy of the proposed new Articles, highlighting all the changes to the existing Articles. This makes it both difficult and time consuming to review them. This is either a disturbing and careless omission or a deliberate attempt to frustrate proper scrutiny of the proposed changes to the most important governance document of our Company.Subject to UK Government Advice, I will attend the AGM at 11.00 on 25 June 2020. Irrespective of whether, or not, I am able to attend in person I shall be voting AGAINST the following resolutions:Resolution 4 – AGAINST the re-election of MPJ KeeneResolution 6 – AGAINST the election of MA TaylorResolution 8 – AGAINST the adoption of new Articles of Association I would urge you all to:• review my letter and consider its contents carefully, • review the proposed changes to the Articles and consider the Board's explanations for the changes; and• consider whether the Chairman and Board have conducted themselves in a manner appropriate for the directors of a public listed company, before you decide how to vote at the AGM. I look forward to seeing you at the AGM and continuing to work to ensure that transparency and good corporate governance prevails at our Company. Yours sincerely Simon BraggLETTER TO THE SHAREHOLDERS OF TANDEM GROUP PLC FROM SIMON BRAGG, SHAREHOLDER DATED 28 MAY 2020Dear Fellow Tandem Shareholder Tandem Group plc ('Tandem' or the 'Company') Corporate Governance BreachesIt is with some regret that I am writing to you during this traumatic time when there are many more useful and productive things that we should all be doing now. However, the response of Tandem's Board and in particular its Chairman, Mr Mervyn Keene, to a repeated and persistent breach of the Articles of Association of the Company has left me with no alternative. I have been a shareholder of Tandem for a number of years. Up until now, I have been supportive of the Board at each Annual General Meeting. This year, as a result of the Board's lack of transparency and chaotic response to a long standing breach of the Articles of Association of the Company, I will be voting against a number of resolutions. In November 2019, I identified that Tandem had been paying its Non-Executive Directors annual fees above the level permitted by the Company's Articles of Association. This is a basic breach of corporate governance principles, director's duties and companies law that is not to be expected from the Board of a public listed company.Article 99 of the Company's Articles of Association limits annual fees paid to the Non-Executive Directors of the Company to up to £75,000 in aggregate without an ordinary resolution of the shareholders. Since 2011, the Company's annual accounts disclose aggregate fees paid to non-executives of:2011 £82,0002012 £90,0002013 £90,0002014 £90,0002015 £90,0002016 £90,0002017 £90,0002018 £90,0002019 £86,000I wrote to the Chairman on 26 November 2019 to request clarification on this important governance matter and for which he, as the Chairman of the Board since 2010 and as a Director since 1993, is responsible.The Company explained to me that they believed that they must have changed the Articles and set out to find in their filing and records storage the relevant documentation. However, they were unable to find any copy of a resolution to change the Articles, or any amended Articles. I remain shocked that a public listed company is unsure of what Articles of Association are in force or what resolutions have been passed. I was subsequently told that the Company would update and present new Articles for adoption at the next AGM and ratify the historic position retrospectively. I received a copy of the 2019 Annual Report and Accounts, with the Notice of AGM on 22 April 2020. From an initial review of the documents, I found:3. That there was NO resolution for ratifying the Board's ultra vires payment of fees to non executive directors above £75,000 in aggregate in any financial year, in breach of the Company's Articles, for at least nine years; and4. In the Appendix to the Notice of Annual General Meeting a statement as to why Article 97 (was 99 in current Articles) was being amended, which made no reference to what the Company had accepted were historic breaches. It instead stated that there had been "uncertainty as to the characterisation and application of the fee limit (and any possible breach) in respect of certain past payments to such Directors". [My italic emphasis]. I assume this means that the Board are suggesting that the reference to "fees" in Article 99 of the existing Articles is limited to fees for acting as a director and that it should be implied (despite the absence of any language in the Articles to support this) that this limit excludes salary and other remuneration. I do not believe that a Court would support this reading and in any event, I do not believe that you the shareholders should be left to speculate as to what the Board means.It is a matter of deep concern that shareholders have not been given a full, open and honest explanation of the breach that has occurred. Instead the Board appears to be hoping to quietly adopt new articles and hope no one notices the historic breach. In addition, the Board has NOT followed best practice by providing its shareholders with a "blackline" copy of the proposed new Articles, highlighting all the changes to the existing Articles. This makes it both difficult and time consuming to review them. This is either a disturbing and careless omission or a deliberate attempt to frustrate proper scrutiny of the proposed changes to the most important governance document of our Company.I sent my first letter to you to Tandem on 22 May 2020 and that letter hasn't been circulated. Today they announced that they will not allow access to shareholders to the AGM. So unless UK Government advice changes, I won't attend the AGM at 11.00 on 25 June 2020. Irrespective of whether, or not, I am able to attend in person I shall be voting AGAINST the following resolutions:Resolution 4 – AGAINST the re-election of MPJ KeeneResolution 6 – AGAINST the election of MA TaylorResolution 8 – AGAINST the adoption of new Articles of Association I would urge you all to:• review my letter and consider its contents carefully, • review the proposed changes to the Articles and consider the Board's explanations for the changes; and• consider whether the Chairman and Board have conducted themselves in a manner appropriate for the directors of a public listed company, before you decide how to vote at the AGM. I hope that I can see you at the AGM, but if not, we should all continue to work to ensure that transparency and good corporate governance prevails at our Company. Yours sincerely Simon Bragg

[maddox] 05/6/2020 09:58

Every week I'm spending more and more my time on various web meetings, several with very many participants and the presenters in different locations. Three large meetings this week two involving participants throughout the EU. This is now the new normal for AGMs too.

[bwm2] 05/6/2020 07:26

Gents, I would be satisfied with being able to download the presentation and q & a session. Would much appreciate feedback from any attending
Thanks

[maddox] 04/6/2020 21:16

Doesn't have to be Zoom. LoopUp offer an operator assisted on-line event service - perfect for a larger meeting and managed Q & A:

[castleford tiger] 04/6/2020 12:08

I think they are trying to make it work.

tiger

[18bt] 04/6/2020 07:04

Immediate engagement with Jin Sheers when I emailed the Co so I would encourage others to email [e-mail]. I've suggested that they mute people dialling in on zoom, but we can see and hear the Board answer pre-submitted questions. A zoom free for all is unlikely to work well.

[maddox] 03/6/2020 20:53

An online AGM via ZOOM or LoopUp (better audio quality) would be very welcome. I'm keen to see what the votes are tabled.

Regards, Maddox

[castleford tiger] 02/6/2020 13:09

ok I will ask also then.

buying again today as under 350 I see them too cheap.

Picked up more and still looking.

last chance under 300 I feel
tiger

[kramch] 02/6/2020 11:49

Great idea David, I have too.

K.

[18bt] 02/6/2020 11:20

I've emailed the co.

[davidosh] 02/6/2020 10:47

I think we should all let them know then they see that there is demand for it

[castleford tiger] 02/6/2020 10:28

Agree and I have done a meeting this way during this lockdown.

Are you going to speak to them David?

Tiger

[profdoc] 02/6/2020 10:03

David,

That's an excellent idea - could I be included please?

Glen

[18bt] 02/6/2020 09:27

David, that would be good - plenty of other AIM companies doing this including one I am a director of. We don't know how many shareholders will join that way, but it hasn't stopped us offering the facility. I can't even find the Notice of AGM on the web-site - do you know what date and time?

[davidosh] 02/6/2020 08:57

Nice to see another break upwards.

I am going to see if we can hold the Agm via Zoom which would make it so much more accessible and allow a Q&A or presentation. Only for verified shareholders of course.

[castleford tiger] 28/5/2020 16:30

On 10 February they said the year had started more slowly than 2019 but now say that year to date revenue is slightly higher than the prior year, which means that over the last 3 months revenue must have been higher than last year.

Very cautious as always and I remain of the opinion they will have a stonking year

tiger

[niggle] 28/5/2020 10:38

I was at Halfords yesterday and there was (of course) a queue outside, many with bikes.