Dons Trust members are reminded that the 2019 AGM is due to be held at 7.30 pm on 29 January, in the back bar of The Cherry Red Records Stadium.
As the annual audits of AFCW PLC and The Dons Trust have not yet (at the time of writing) been completed, the Dons Trust Board is making this announcement about the conduct of the AGM on Wednesday.
Resolution 1 (Approval of Dons Trust accounts). As the accounts of AFCW PLC (which is a subsidiary company of the Dons Trust) have not yet been signed off by the auditors (see below), the Dons Trust’s accounts have also not yet been signed off by them.
According to the Trust’s constitution, members are to be presented with audited accounts for approval at the AGM. We have provided draft accounts in advance of the meeting, and we have no reason to believe that the final accounts will differ in any material respects from the draft we have provided. We have said in the covering letter for the meeting that we shall seek fresh approval from members in the unlikely event that finalisation of the audit results in any material amendments.
If the audit has not been completed by the time of the AGM on Wednesday, we shall discuss with members at the meeting whether they are content to approve the accounts on above basis (with the consequence that the Trust’s annual return can be filed with the FCA as soon as the audit is complete, assuming no material changes) or whether they wish us to adjourn this agenda item to a later date (see below) after the audit has been finalised.
Resolution 3 (Approval of AFCW PLC accounts). The accounts for AFCW PLC have not yet been signed off by the auditors, pending some further information on the Club’s intentions for next season. The Club has provided further information to the auditors and we await their response – but we do not yet know whether this will allow the audit to be concluded in time for the AGM on Wednesday.
It was our intention to seek approval from members for the Dons Trust’s vote to be cast in favour of approving the AFCW PLC accounts at the AFCW PLC AGM (the date of which has not yet been announced). However, given the delays in publishing the accounts, we propose to adjourn this item of the AGM to a further meeting, to be held on the same evening as the AFCW PLC AGM. In the meantime, draft accounts for AFCW PLC have been added to the online AGM papers. The accounts show a profit of £3.8 million for the year. However, this reflects the profit of £4.0m recognised on the sale of our current stadium. There is also a further boost to profit as £1.0m of the Section 106 funds was recognised as income in the financial year, and an additional £0.3m of grant income was released to the income statement as a result of moving out of our current stadium.
The underlying operating position, before transactions associated with the new stadium development are factored in, is a loss of approximately £1.4m, of which close to £0.1m was spent on improvements to the current stadium to facilitate its sale.
The audit work has been completed and, in the absence of any post balance sheet events, will be approved shortly by our auditors before being sent to shareholders. The audit has been prolonged while we confirm our financial position. There will be an opportunity to discuss the substance of the AFCW PLC accounts at Wednesday’s meeting; however, formal approval from the Trust’s membership is adjourned to a future meeting once the accounts are finalised.
Resolution 5 (approval of AFCW PLC directors). Resolution 5 has been presented on the agenda and proxy form as a single vote covering all five directors who are due for approval (i.e. Michael Buckley, Anna Kingsley, Jane Lonsdale, Edward Leek and Joseph Palmer). In hindsight, this should have been structured as separate approvals for each individual. We propose to seek approval of the individual directors one by one at the meeting. However, if there is a call to put these resolutions to a poll (which would involve counting the proxy votes that have been sent in), rather than a show of hands, then we would need to adjourn this item to a future date so as to give the opportunity for proxies to be submitted approving each of the proposed directors individually.
All other agenda items remain unchanged, i.e. approval of the minutes of the 9 September SGM, reappointment of the auditors, update on the stadium and financing, and general discussion, Q&A and AOB.
We look forward to seeing as many members as possible at the meeting on Wednesday.
The papers, including the draft AFCW PLC accounts, are available here.