Putting the Record Straight: Answering John Reyes and Mike Truran

Debate directly related to English Chess Federation matters.
Jonathan Rogers
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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Jonathan Rogers » Thu Sep 23, 2021 9:22 pm

LawrenceCooper wrote:
Thu Sep 23, 2021 9:08 pm
Andrew Zigmond wrote:
Thu Sep 23, 2021 8:55 pm
Mick Norris wrote:
Thu Sep 23, 2021 7:41 pm


We have a Voting Register office, Michael Farthing, who can be trusted to get the allocations correct; I'd say an ECF Director suggesting otherwise ought to be breaking the Code of Conduct (I've not checked) and might be subject to a complaint?
Michael may not wish to complain on this occasion but the constant drip feed of accusations against Mike Truran (this supposed revelation about his views on clubs and leagues for example) must be coming close.

And for those on their high horse about the consultation in the 4NCL; presumably I can now be confident that the Direct Membership Representatives will only cast their votes in accordance with the majority of their members and that the figures will be published and be verifiable.
I would hope that would be the case yes. As I was only an ECF "supporter" last year I don't have any reason to expect consultation from the people you mention but as a captain of 3 teams in the 4NCL I felt it not unreasonable to ask the question once I noticed it get a mention in this thread. I am certainly grateful that Jonathan has responded especially as his identity is not revealed on the 4NCL site as a board member or officer so I wasn't aware of his sub-committee and have tended to direct questions the way of Alex and Mike.
Hi Loz

As I just explained to Angus, no committee of any kind - something has got lost in translation here. And on another note if I misrepresented your circumstances in any way, then I apologise.

I take the point that since captain members are not mentioned on the site, it would not be as easy for captains to raise their concerns through us as I earlier implied - though as said already it is ultimately the board members (who are on the site) who are taking the decisions and the most natural reaction of anyone dissatisfied with the 4NCL has always been to contact Mike directly.

Perhaps the best way to think of us members would be as sounding boards for potential trouble ahead in the event of certain decisions being taken. We are certainly not decision makers ourselves but we do pride ourselves on a certain independent influence. That was really what provoked me to re-enter the fray of this forum, for better or worse - the 4NCL certainly does not belong to Mike, as some have sought to suggest.

Jonathan Rogers
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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Jonathan Rogers » Thu Sep 23, 2021 9:31 pm

Angus French wrote:
Thu Sep 23, 2021 9:13 pm
Jonathan Rogers wrote:
Thu Sep 23, 2021 9:09 pm
Angus French wrote:
Thu Sep 23, 2021 8:22 pm

Jonathan, am I understanding this right: there's a panel of three people deciding how the 4NCL's 20 votes should be cast at the upcoming ECF AGM - and team captains aren't consulted?
Not at all. You have quite misunderstood. The members only express views. Decisions are made by board members. I only mentioned our limited involvement to show that nothing is taken for granted and that opportunities for dissenting views are presented.
Good! Thanks for correcting and I'm glad that's case. So team captains have or will be consulted about the ECF AGM - sorry but I'm still not clear?
As I said earlier, we are only asked to give our own views. It is up to us whether we think it advisable to consult much more widely. Normally we do not - it is no smalll task. But I actually think that on this occasion Mike will do that himself - he is a brave man!

LawrenceCooper
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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by LawrenceCooper » Fri Sep 24, 2021 8:33 am

Jonathan Rogers wrote:
Thu Sep 23, 2021 9:31 pm
Angus French wrote:
Thu Sep 23, 2021 9:13 pm
Jonathan Rogers wrote:
Thu Sep 23, 2021 9:09 pm


Not at all. You have quite misunderstood. The members only express views. Decisions are made by board members. I only mentioned our limited involvement to show that nothing is taken for granted and that opportunities for dissenting views are presented.
Good! Thanks for correcting and I'm glad that's case. So team captains have or will be consulted about the ECF AGM - sorry but I'm still not clear?
As I said earlier, we are only asked to give our own views. It is up to us whether we think it advisable to consult much more widely. Normally we do not - it is no smalll task. But I actually think that on this occasion Mike will do that himself - he is a brave man!
4NCL captains have received an e-mail from an independent in an unoffical capacity urging them to forward their team's views on the elections to their respective members' representative.

Mick Norris
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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Mick Norris » Fri Sep 24, 2021 10:06 am

Michael Farthing wrote:
Thu Sep 23, 2021 8:29 pm
Mick Norris wrote:
Thu Sep 23, 2021 7:41 pm
Roger de Coverly wrote:
Thu Sep 23, 2021 7:06 pm


At some time over the last eighteen months was there not a proposal voted through to change the attribution of votes to include online chess? The online 4NCL league competitions could be the reason why the 4NCL total has shot up.
Yes there was

We have a Voting Register office, Michael Farthing, who can be trusted to get the allocations correct; I'd say an ECF Director suggesting otherwise ought to be breaking the Code of Conduct (I've not checked) and might be subject to a complaint?
Mick, I don't do complaints.

I have spoken to Malcolm earlier this evening. I made my views clear. He told me that he was not making allegations against me and did not know I was solely responsible for the register. I made the comment that anyway he should have sought an explanation before twittering. He did say that he would make it clear on his twitter account that he was not accusing me. I gave him an explanation of the figures. (Incidentally, this thread seems to have found that explanation). We parted on good terms. That is how things are supposed to work.
Thanks Michael, glad to hear that
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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Alex McFarlane » Fri Sep 24, 2021 11:04 am

Michael Farthing wrote:
Thu Sep 23, 2021 8:29 pm
That is how things are supposed to work.
If I may be permitted to disagree slightly with Michael.

If Joe Public had made the accusation I totally accept Michael's statement. However, if a senior ECF figure does not know this 'set-up' then that is a cause for concern. That they didn't check before committing their comment to the Internet is even more concerning.

Especially when complaints are being made right, left and centre (slight exaggeration) against ECF officials, it seems like a time to be especially careful when making factually incorrect comments. Not doing simple fact checking is a cause for concern.

I would hope that the same slap-dash approach would not be used when transferring funds.

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Michael Farthing
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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Michael Farthing » Fri Sep 24, 2021 11:24 am

Alex McFarlane wrote:
Fri Sep 24, 2021 11:04 am
Michael Farthing wrote:
Thu Sep 23, 2021 8:29 pm
That is how things are supposed to work.
If I may be permitted to disagree slightly with Michael.

If Joe Public had made the accusation I totally accept Michael's statement. However, if a senior ECF figure does not know this 'set-up' then that is a cause for concern. That they didn't check before committing their comment to the Internet is even more concerning.

Especially when complaints are being made right, left and centre (slight exaggeration) against ECF officials, it seems like a time to be especially careful when making factually incorrect comments. Not doing simple fact checking is a cause for concern.

I would hope that the same slap-dash approach would not be used when transferring funds.
Alex, I imagine that as you say 'disagree slightly' you realise I was talking about my personal problem being best dealt with other than by formal complaint. If there remain wider concerns that is a matter for others to pursue.

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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Alex McFarlane » Fri Sep 24, 2021 12:37 pm

Michael,

My comment was in reference to the article and not to your dealing with it.
Apologies if it can be taken otherwise.

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Michael Farthing
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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Michael Farthing » Fri Sep 24, 2021 12:38 pm

Oh Alex! I hadn't taken any offence so no apologies are needed.

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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Mick Norris » Mon Sep 27, 2021 10:08 am

Mike's now emailed Council members

Putting the Record Straight: Answering Malcolm Pein

Since my earlier email to you of 19 September my opponent in the forthcoming contested election for the post of Chief Executive at this year’s AGM Malcolm Pein has made a number of inaccurate and misleading comments that need to be addressed.

In summary:

1. If the main plank of Malcolm’s strategy as set out in his election address – the transfer of around £200k’s worth of assets directly to the ECF – is supported by any kind of robust analysis of the potentially serious taxation, financial, trust/charity law and oversight implications of such a transfer that analysis has not, as far as I am aware, been made public.

2. The potentially serious governance and conflict of interest implications of having three CSC salaried employees on or close to the ECF Board, two of whom would report to the CEO of CSC, should not be dismissed as lightly as Malcolm attempts to do.

3. Less than two months ago Malcolm claimed, in an open email to the Board, that if he won the election he would stand down as Chief Executive as soon as he found a suitable replacement. We need an explanation as to why he appears to have changed his mind so suddenly.

4. Malcolm claims to have ‘made strenuous efforts’ to reach an accommodation with me before deciding to stand. That is not the case.

5. Malcolm has made various inaccurate and misleading statements about how the 4NCL operates. I rebut those comments below.

I give more detail below. If you haven’t done so already, you may want to read the Word document ‘Message to Council Members’ that I attached to my earlier email of 19 September in conjunction with this email.

Regardless of who your organisation decides to vote for (although of course I hope that it will be for me), if you’re not intending to attend the AGM in person and if you haven’t already decided to give your proxy votes to another Council member, my earlier email sets out how you can go about appointing a proxy for your vote(s). And, as I said earlier, do please feel free to contact me if there’s anything you would like to discuss.

Thank you again for all you do for English chess.

Malcolm: Obviously I have considered this. I will shortly publish a road map of how these assets can be deployed to the benefit of the ECF while minimising any tax liability. We are fortunate to have an ECF NED who is a tax lawyer and I have been consulting him on this matter.

Mike: Stephen Woodhouse is a share schemes specialist, not a trust or charity law expert. Malcolm has consulted Stephen to understand how the Permanent Invested Fund (PIF) works – maybe something he should have done before launching his campaign. Stephen has provided no advice to Malcolm as to how any tax liability may be minimised other than in terms of transferring PIF assets to the Chess Trust. As things stand Malcolm’s proposals will result in the certainty of a substantial capital gains tax charge on the PIF on the transfer to the ECF, and in all likelihood a substantial corporation tax charge on the ECF on the transfer from the PIF. The corporation tax issue is a slightly grey area and there are possible arguments to be made about the tax treatment of the transfer, but the risk of future non-trivial arguments with HMRC is obvious. One of the purposes of the transfer from the PIF to the Chess Trust (unlike the PIF, a charity), as agreed by the BCF Council in 2018 was to avoid both tax issues. I’ve seen nothing from Malcolm so far to suggest that he has satisfactorily addressed either the capital gains tax issue or the corporation tax issue should the PIF assets be transferred directly to the ECF.

Malcolm: Mike Truran claims that funds transferred to charitable funds outside ECF control are subject to more oversight.

Mike: I do not claim this. I claim that funds transferred to the Chess Trust are subject to more oversight than if they are transferred directly from the PIF to the ECF, and so effectively directly to the Board, which will (whatever Malcolm may claim) be in a position to spend the funds as the Board sees fit without oversight from third parties such as the PIF trustees or Chess Trust trustees. Under Malcolm’s proposals the PIF trustees cannot have any part to play in any oversight process once the PIF assets have been transferred to the ECF – see below.

Malcolm: ECF nominees to the Chess Trust & the John Robinson Youth Chess Trust are not accountable for how they spend funds to the ECF Board & Council.

Mike: There are no ECF nominees to the JRYCT.

Malcolm: All of my proposals to develop & grow English chess will be carefully costed out & put to the Board & PIF Trustees .

Mike: Well, they haven’t been carefully costed out so far. That’s no basis for an election manifesto. Moreover, as Malcolm proposes to transfer the funds out of the PIF directly to the ECF, the PIF will have no longer have any purpose. Self-evidently the PIF trustees cannot have oversight over assets which are no longer in the PIF.

Malcolm: If it is a governance problem having ECF directors from the same organisation, why was this not raised at any time in the three years prior to October 2020, when three 4NCL Directors (Mike Truran, Alex Holowczak and David Thomas) sat simultaneously on the ECF Board?

Mike: 4NCL directors are not and never have been salaried employees of the 4NCL. Having three CSC salaried employees on or close to the Board, two of whom would report to Malcolm as Chief Executive of CSC, clearly brings with it potential governance and conflict of interest issues of an entirely different magnitude. Malcolm earns over £60k from CSC, and both Chris Fegan (prospective Chair of Governance) and Aga Milewska (prospective Director of Women’s Chess) also earn salaries from CSC.

Malcolm: Of course, if elected I intend to serve the full term. This may refer to an email exchange from July 28…. when I thought it was still possible to reach a compromise on the way forward without a contested election.

Mike: What Malcolm wrote on 28 July, in an open email to the Board, was: ‘I feel sufficiently strongly about this to consider standing against you myself on a time-limited basis with a specific manifesto while a new CEO can be recruited.’ If he has since changed his mind, that is a rather abrupt about-turn in so short a time. Moreover, the reason Malcolm gives above is not an answer to the question as to why he has apparently changed his mind.

Malcolm: 4NCL is a for-profit private limited company.

Mike: No it is not. 4NCL is a not for profit company limited by guarantee. 4NCL’s total reserves as at the end of June 2021 amounted to the grand total of £93 after 25+ years of operation, with no salaries, bonuses, distributions or dividends having been paid since it started.

Malcolm: (4NCL’s) leagues and congresses compete to an extent with ECF events.

Mike: No, 4NCL leagues and congresses do not compete with ECF events. Moreover, the 4NCL has always sought to work collegiately with the ECF, for example just a few years ago contributing £5k+ to the stock of equipment (clocks, live boards, sets etc) jointly owned by the ECF and the 4NCL.

Malcolm: I made strenuous efforts to reach agreement with Mike, but his rejection of every offer to meet him halfway has left me no option but to stand for CEO.

Mike: No he didn’t. After his 28 July email Malcolm waited until the start of September, so only shortly before the deadline for nominations, before getting in touch. He has never made any concrete proposals as to what ‘meeting me halfway’ meant. He then published his election manifesto and his intention to stand before the nomination deadline, effectively rendering any meeting pointless.
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Chris Goodall
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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Chris Goodall » Mon Sep 27, 2021 2:13 pm

Mick Norris wrote:
Mon Sep 27, 2021 10:08 am
Malcolm: Of course, if elected I intend to serve the full term. This may refer to an email exchange from July 28…. when I thought it was still possible to reach a compromise on the way forward without a contested election.

Mike: What Malcolm wrote on 28 July, in an open email to the Board, was: ‘I feel sufficiently strongly about this to consider standing against you myself on a time-limited basis with a specific manifesto while a new CEO can be recruited.’ If he has since changed his mind, that is a rather abrupt about-turn in so short a time. Moreover, the reason Malcolm gives above is not an answer to the question as to why he has apparently changed his mind.
What was "this" about which Malcolm felt strongly - the destination of the PIF funds?

Regarding Malcolm serving the full term, I was wondering what would happen if Malcolm just stayed in the post but didn't do anything, and found this in the ECF's Articles of Association:

44. Any Director (other than an alternate director) may appoint any other Director, or any other person approved by resolution of the Directors and willing to act, to be an alternate director and may remove from office an alternate director so appointed by him.

45. An alternate director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present, and generally to perform all functions of his appointor as a Director in his absence but shall not be entitled to receive any remuneration from the Company for his services as an alternate director. But it shall not be necessary to give notice of such a meeting to an alternate director who is absent from the United Kingdom.

46. An alternate director shall cease to be an alternate director if his appointor ceases to be a Director; but, if a Director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate director made by him which was in force immediately prior to his retirement shall continue after his reappointment.

47. Any appointment or removal of an alternate director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

48. Save as otherwise provided in the Articles, an alternate director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him.


So Malcolm may technically not have changed his mind; he could occupy the post for the full term, but have his actual involvement with the running of the ECF be time-limited.
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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Roger de Coverly » Mon Sep 27, 2021 5:48 pm

Chris Goodall wrote:
Mon Sep 27, 2021 2:13 pm

So Malcolm may technically not have changed his mind; he could occupy the post for the full term, but have his actual involvement with the running of the ECF be time-limited.
Why would he not be able to appoint Tim Wall or Chris Fegan as his alternate and defy dissent from the rest of the Board or the ECF Council who might disagree with the appointment. That would still leave the ECF without an International Director.

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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Chris Goodall » Mon Sep 27, 2021 6:16 pm

Roger de Coverly wrote:
Mon Sep 27, 2021 5:48 pm
Why would he not be able to appoint Tim Wall or Chris Fegan as his alternate and defy dissent from the rest of the Board or the ECF Council who might disagree with the appointment. That would still leave the ECF without an International Director.
I don't think he can defy dissent from the rest of the Board if he wants to appoint a non-Director as an alternate? "By resolution of the Directors" implies some kind of majority decision. So he can have Aga as alternate, or he can appoint Chris Fegan to International and make him alternate. He can't make Chris Fegan alternate without appointing him to International and without a majority, since the Governance Chairman isn't a Director.

I assume Tim Wall is going to be Development Officer (North), having invented Development Officers. In a sensible company that would preclude him from also being CEO alternate, since he'd then have oversight over his own performance-related bonuses. (I remember Theresa May wanting lots of companies to put employees on their boards, and it not being that simple.)
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Re: Putting the Record Straight: Answering John Reyes and Mike Truran

Post by Roger de Coverly » Mon Sep 27, 2021 6:23 pm

Roger de Coverly wrote:
Mon Sep 27, 2021 5:48 pm
Why would he not be able to appoint Tim Wall or Chris Fegan as his alternate and defy dissent from the rest of the Board or the ECF Council who might disagree with the appointment.
It looks as if he could only do this with majority support from the remaining directors. Council could be ignored as they frequently are between elections.

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