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Thanks for that - I've skimmed (I don't expect to read all 113 pages of the rules), but I'm not sure how the DTR's apply to anything discussed so far. I don't think anyone's suggesting GW haven't made full disclosures with regards to their transactions etc.

Possibly more relevant is the list on page 18 of GW's requirements, specifically:

Key eligibility criteria Premium – Equity Shares/ Standard –Shares/ Standard –Depositary Receipts
Key continuing obligations
UK Corporate Governance Code Comply or explain / n/a /n/a

Excuse the poor reformatting. So as regards the Corporate Governance Code, GW are free to not comply with it, as long as they explain why.

Just to be clear. I was only discussing voting rights in relation to my specific example. What was more important to take from the example was that Kirby, most likely, is not going anywhere.

The board and investors are probably well on his side, regardless of what happens and those that aren't, will simply sell their stock and move to another promising company rather than "force" any kind of management change.

Sorry, but GW is a piddly-sized company in the scheme of things, not some multi-billion dollar conglomerate that makes headlines. As such, there is little chance of a management change happening, regardless of the company performance.

 Wayshuba wrote:

Sorry, but GW is a piddly-sized company in the scheme of things, not some multi-billion dollar conglomerate that makes headlines. As such, there is little chance of a management change happening, regardless of the company performance.

This can't be emphasized enough. We're not talking about a massive multi-national like General Electric or Airbus. Very few people who are investors would give enough of a crap to do anything more significant than take their investment dollar somewhere else.

richred_uk wrote:
Excuse the poor reformatting. So as regards the Corporate Governance Code, GW are free to not comply with it, as long as they explain why.

Allow me to elaborate on that a little because it's not quite that simple.


Publicly traded companies have specific requirements put on them by regulators and the exchanges. This includes reporting changes in ownership, accounting methods and disclosures that are required to be made public etc. If they fail to comply, they can be subjected to fines and possibly be delisted from the exchange. Being in "compliance" is not always something that can be remedied by a simple disclosure and may require further action. For example, GW was required to change the makeup of their board to add an additional independent director.

Staying in compliance is extremely important and it's not something that should be trivialized. If they are shown to have willingly falsified information, it's a felony. Privately owned companies are not subject to nearly the same level of scrutiny and the job of compliance officers is extremely important.

If Kirby has any relationships with shareholders similar to the ones that Zuckerberg has with FB, where he has "control" over a substantially larger voting block, that is required to be disclosed by law. To say that he has control over the board suggests he does have that kind of relationship with specific shareholders. There aren't two classes of shares here. His control over the board must be disclosed and to say otherwise is accusing GW of a crime.

In addition.. the assumption what is being made here over and over again is that every disgruntled shareholder sells and every new shareholder doesn't want to change management. That is a lofty assumption and I don't think that is grounded in reality. Especially when you are dealing with funds investing in a relatively small company. It's currently worth £182.87m according to the LSE. The price per share is irrelevant. It's big enough where it's an approved investment alternative for many pensions. Oh.. and don't think for a second those pension fund managers don't vote.


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Saldiven wrote:
This can't be emphasized enough. We're not talking about a massive multi-national like General Electric or Airbus. Very few people who are investors would give enough of a crap to do anything more significant than take their investment dollar somewhere else.

If capital is being misallocated, it's actually much easier for an activist investor to have an impact on a small company than a GE or Airbus. It might not get the headlines but it's actually much more common.

dereksatkinson wrote:
His control over the board must be disclosed and to say otherwise is accusing GW of a crime.

His on paper control has been disclosed.

What you continue to pretend doesn't exist is the buddy system form of control. On paper, he may not be the absolute vote. But I would be amazingly surprised if he didn't essentially control enough votes through lackeys and yes-men.

dereksatkinson wrote:

Saldiven wrote:
This can't be emphasized enough. We're not talking about a massive multi-national like General Electric or Airbus. Very few people who are investors would give enough of a crap to do anything more significant than take their investment dollar somewhere else.

If capital is being misallocated, it's actually much easier for an activist investor to have an impact on a small company than a GE or Airbus. It might not get the headlines but it's actually much more common.

Sure, it's easier to do so.

I just doubt that there would be very many people who could be bothered to try.

rigeld2 wrote:

dereksatkinson wrote:
His control over the board must be disclosed and to say otherwise is accusing GW of a crime.

His on paper control has been disclosed.

What you continue to pretend doesn't exist is the buddy system form of control. On paper, he may not be the absolute vote. But I would be amazingly surprised if he didn't essentially control enough votes through lackeys and yes-men.

Care to provide some insight on how you came to these conclusions? Other than 2nd, 3rd, 4th, 5th hand accounts which are posted anonymously on message boards which clearly do not count.

See.. you are making a fairly serious accusation here. You are saying that they are failing to make a disclosure that is material to the operation of a publicly traded company. That's not something that should be thrown around without actual evidence to support that claim.

If you go back earlier in this thread, you can see that ownership of the company has changed greatly over the past few years following the stepping down of the CEO. So the implication is that a large % of those than stuck around are the ones that are the yes men. So come out and say exactly who you believe to be blindly supporting Kirby and I'll gladly find the dates of all the purchases made by those individuals/funds and research it further. That way we can see how long these people have been involved in the company and whether your assertion holds water.

Now, if all this was just an uninformed off the cuff remark by all means say so. Just don't pretend there is any substance to it whenre there is clearly not.

Real life experience Derek, something you seem to be sadly lacking in this regard.

Saldiven wrote:
I just doubt that there would be very many people who could be bothered to try.

Do you know why the financial industry exists?

dereksatkinson wrote:
See.. you are making a fairly serious accusation here. You are saying that they are failing to make a disclosure that is material to the operation of a publicly traded company. That's not something that should be thrown around without actual evidence to support that claim.

Except it's not. He, in theory, has no more control than anyone else in his position. That's disclosed.
What isn't - and doesn't have to be - is saying "Hey, these guys normally agree with me."

 azreal13 wrote:
Real life experience Derek, something you seem to be sadly lacking in this regard.

Real life experience in what?

I've working directly for a publicly traded ETF. I'm involved in the launch of 4 ETFs coming public this October and I deal with compliance officers on a daily basis. I've co-managed a private hedgefund. What else is there I would exactly need to be considered "experienced"?

dereksatkinson wrote:

 azreal13 wrote:
Real life experience Derek, something you seem to be sadly lacking in this regard.

Real life experience in what?

I've working directly for a publicly traded ETF. I'm involved in the launch of 4 ETFs coming public this October and I deal with compliance officers on a daily basis. I've co-managed a private hedgefund. What else is there I would exactly need to be considered "experienced"?

We're not talking experience in Stock Market related matters, I very literally meant life experience, specifically the sort of office politics that everyone but you seems to be aware goes on.

I'd tell you the story of how it directly cost me my job, despite my being a high performer and not guilty of any sort of failure in any regard, purely down to one individual having a closer relationship to the MD than I did, but as you're incapable of processing any information that doesn't already confirm your own views, I'm going to have dinner instead.


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Nice attempt at starting a pissing contest though!

rigeld2 wrote:

Except it's not. He, in theory, has no more control than anyone else in his position. That's disclosed.
What isn't - and doesn't have to be - is saying "Hey, these guys normally agree with me."

Then prove it. We can see when every investor bought and sold since inception. Name names and stop making off the cuff speculation. Who are you accusing of committing a securities violation by not disclosing an improper relationship.


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 azreal13 wrote:
We're not talking experience in Stock Market related matters, I very literally meant life experience, specifically the sort of office politics that everyone but you seems to be aware goes on.

Well.. I don't think that shareholders keep a CEO in power because they think he's a swell guy. Personal relationships do matter in business but not to the detriment of the bottom line. No one is above being replaced.

dereksatkinson wrote:
Who are you accusing of committing a securities violation by not disclosing an improper relationship.

It's an improper relationship to go golfing with a coworker? And have him convince you that he's right? And want to agree with him because dividends/paycheck?

No - no, it's not. So I'm not accusing a single person of a securities violation.

dereksatkinson wrote:

Saldiven wrote:
I just doubt that there would be very many people who could be bothered to try.

Do you know why the financial industry exists?

To rip off the general public, with charges, and speculating of the market(gambling).
To run to the governments for handouts. To receive obscene bonuses from companies who are losing money.
Did I miss anything out.??

rigeld2 wrote:

dereksatkinson wrote:
Who are you accusing of committing a securities violation by not disclosing an improper relationship.

It's an improper relationship to go golfing with a coworker? And have him convince you that he's right? And want to agree with him because dividends/paycheck?

No - no, it's not. So I'm not accusing a single person of a securities violation.

Where is there any evidence that something like this has been going on? Who do you suspect of having this kind of relationship with Tom Kirby? Get specific.


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 loki old fart wrote:

dereksatkinson wrote:

Saldiven wrote:
I just doubt that there would be very many people who could be bothered to try.

Do you know why the financial industry exists?

To rip off the general public, with charges, and speculating of the market(gambling).
To run to the governments for handouts. To receive obscene bonuses from companies who are losing money.
Did I miss anything out.??

Well.. in an oligarchical crony capitalist system like our's sure.. but that's an entirely different discussion

Realistically.. the financial industry exists to give companies access to capital and allow savers a venue to generate return on their capital. If capital is misallocated, you have people whose job it is to seek those companies out specifically for the purpose of making money off fixing those inefficiencies.

dereksatkinson wrote:

rigeld2 wrote:

dereksatkinson wrote:
Who are you accusing of committing a securities violation by not disclosing an improper relationship.

It's an improper relationship to go golfing with a coworker? And have him convince you that he's right? And want to agree with him because dividends/paycheck?

No - no, it's not. So I'm not accusing a single person of a securities violation.

Where is there any evidence that something like this has been going on? Who do you suspect of having this kind of relationship with Tom Kirby? Get specific.

So, you're asking for evidence that something, while widely understood to occur by basically everyone, cannot, by it's very nature, have evidence that it happens?

Bravo.

dereksatkinson wrote:

rigeld2 wrote:

dereksatkinson wrote:
Who are you accusing of committing a securities violation by not disclosing an improper relationship.

It's an improper relationship to go golfing with a coworker? And have him convince you that he's right? And want to agree with him because dividends/paycheck?

No - no, it's not. So I'm not accusing a single person of a securities violation.

Where is there any evidence that something like this has been going on? Who do you suspect of having this kind of relationship with Tom Kirby? Get specific.


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 loki old fart wrote:

dereksatkinson wrote:

Saldiven wrote:
I just doubt that there would be very many people who could be bothered to try.

Do you know why the financial industry exists?

To rip off the general public, with charges, and speculating of the market(gambling).
To run to the governments for handouts. To receive obscene bonuses from companies who are losing money.
Did I miss anything out.??

Well.. in an oligarchical crony capitalist system like our's sure.. but that's an entirely different discussion

Realistically.. the financial industry exists to give companies access to capital and allow savers a venue to generate return on their capital. If capital is misallocated, you have people whose job it is to seek those companies out specifically for the purpose of making money off fixing those inefficiencies.

Well the financial services people dont seem to be doing their job.

This thread is so very close to being locked.

This is the last warning...

Let us hold off on insulting each other until after the next financial report, eh?

GW is quite obviously trying to take at least some measures - the new edition of WH40K being the prime example.

A lot of folks are complaining about the short life span of the previous edition - but, in my opinion, if the 6th edition was losing them sales (and locally, that was the case) then GW needed to turn the Etch-a-Sketch over and start shaking.

Just as WotC had to abandon 4th edition D&D - if the new game is losing sales when compared to the older game, then you have made a mistake.

Me - I do not really care about 7th edition.

I hope that it is an awesome game, and I hope that it heralds in a new age of GW actually listening to customers.

If GW can earn the trust of their players and stockholders alike, then more power to 'em.

But I was turned off by 4th edition, and have not bothered with 4th, 5th, or 6th.

Each edition increased random factors, with 6th even making the charge distance random.

So, if I play WH40K at all, I play 3rd edition.

A lot of the folks that I used to play 3rd edition against have moved on - not to newer edition, but to entirely new games. FoW is taking the place of 40K....

And hemorrhaging customers is what GW needs to stop doing, both for their players and their stockholders.

The Auld Grump

When should we expect the next report?

End of July.

I suspect a normal working relationship between Kirby and the rest of the board given that they've been working together running GW for over a decade.

In the accounting trade, it takes a specific kind of individual to start at a company, get their professional accreditation and then stay at that company until they get the top accounting job. You don't do that without working closely with the existing management.

I don't honestly know why Derek wants to maintain that the current management of GW is fresh and new when their biographies spell it out so clearly that there is only one new face on the board and the rest have been working together for a long, long time.

Even Wells, who was CEO for a bit, was recruited from within and had a previous working relationship with these people.

And we're not anywhere near the point where people are going to think about removing management for poor performance. GW hasn't even reported a loss since what? 2008?

GW's management is both entrenched and secure. And the launch of 7th edition and the continued roll out of single employee stores shows they are still working their current plan both in terms of how they sell their products and what those products are like (7th edition is yet another edition compatible with previous editions).

The market participants as a whole seem to think the drop after the last financial report went a bit too low and GAW.L is now trading over 570p I expect it'll close out the week around there.

But it is also fair to say that before the drop the stock was likely selling too high.

Really... I am of the firm opinion that going public was the biggest mistake that GW has ever made.

All of their other major errors stem from that one decision.

And I see no means to reverse that one error.

The Auld Grump

Looking at how other companies in the market are run, ie by hobbyists who want to make great models and a fun game rather that just money, I can't agree more. Given the social and somewhat artistic nature of the hobby I think any company would suffer from being publicly owned in this environment.
Shareholders want a good quarter now at the expense of long term stability but without a strong customer base any company in this market is doomed.

Look in their past recent history on quality of rules and supplements and you will see the future of their business model

7th Ed?... Heh Heh Heh... They are just farming what is left of their customer base.

Their ever shrinking customer base.

dereksatkinson wrote:

rigeld2 wrote:

dereksatkinson wrote:
His control over the board must be disclosed and to say otherwise is accusing GW of a crime.

His on paper control has been disclosed.

What you continue to pretend doesn't exist is the buddy system form of control. On paper, he may not be the absolute vote. But I would be amazingly surprised if he didn't essentially control enough votes through lackeys and yes-men.

Care to provide some insight on how you came to these conclusions? Other than 2nd, 3rd, 4th, 5th hand accounts which are posted anonymously on message boards which clearly do not count.

See.. you are making a fairly serious accusation here. You are saying that they are failing to make a disclosure that is material to the operation of a publicly traded company. That's not something that should be thrown around without actual evidence to support that claim.

If you go back earlier in this thread, you can see that ownership of the company has changed greatly over the past few years following the stepping down of the CEO. So the implication is that a large % of those than stuck around are the ones that are the yes men. So come out and say exactly who you believe to be blindly supporting Kirby and I'll gladly find the dates of all the purchases made by those individuals/funds and research it further. That way we can see how long these people have been involved in the company and whether your assertion holds water.

Now, if all this was just an uninformed off the cuff remark by all means say so. Just don't pretend there is any substance to it whenre there is clearly not.

The world is not that black and white. This is not how things work in companies in reality.

Why do you think most large public company CEO pay in the US is so absurdly high? Because it is a "Boy's Club" at the top levels. Chairman Joe sits on the board of CEO Bob's company. Chairman Joe says CEO Bob deserves a gazillion dollars and pay and they agree. Meanwhile, at the other company, we now have Chairman Bob sitting on the board of CEO Joe's company saying that CEO Joe deserves a gazillion dollars in pay. There is no securities violation here. Just how it works in the real world.

There is no securities violation for boards members to discuss what they think about direction of the company and vote in kind. This is NOT about Kirby controlling votes (as in the Facebook example). It is about board members who are pretty much going to vote for what Kirby wants regardless. He runs the company and they let him run the company.

And, as far as the institutionals doing anything, you did see how many of them divested a large portion of their holdings after the last reporting period, didn't you? They have lost faith in the company and simply sold their stock and moved on. This is how it works in the real world.


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 jonolikespie wrote:
Looking at how other companies in the market are run, ie by hobbyists who want to make great models and a fun game rather that just money, I can't agree more. Given the social and somewhat artistic nature of the hobby I think any company would suffer from being publicly owned in this environment.
Shareholders want a good quarter now at the expense of long term stability but without a strong customer base any company in this market is doomed.

I tend to see this differently. I think, yes, shareholders want an obvious return on their investment, but I rarely see them being so quarterly focused. Wall Street has put too much of the focus on each quarter and, as a result, many companies have become excessive about their short term quarterly focus. However, many companies have taken a long term outlook (like Apple or Google) and their stock price has done just fine quarter to quarter.

In a nutshell, I don't think it is the shareholders that force this but rather the management of companies that think this is what they must do for their shareholders and thus run their companies chasing this extremely short term focus.

 Wayshuba wrote:

In a nutshell, I don't think it is the shareholders that force this but rather the management of companies that think this is what they must do for their shareholders and thus run their companies chasing this extremely short term focus.

Couldn't agree more. What shareholders really want if they are rational is high returns over the long term. In reality that is very hard to achieve and consequently you get Management delivering high returns over the short term, while hoping like crazy something will turn up so that they don't get found out, all the while spinning their results like crazy to pretend they are delivering sustainable, long term, high growth. I'm exaggerating for comic effect, but the whole sub-prime debacle of 2008 was triggered by this mispricing of risk, so I am not exaggerating too much.

If you want a challenge and are of a cynical mindset, just read Kirby's pre-ambles in the annual reports where he appears to do exactly this. Much analysis has gone on in this forum over many years (I can remember first commenting on it back in 2004) to decide whether GW's customer base was/is growing or shrinking. The analysis ( a lot of it by people who do this kind of thing for a living, and have been for many years ) has concluded that the likelihood is that GW's customer base (At least for 40k and WFB) has been shrinking year on year since the turn of the millenium, yet Kirby has been spinning their company growth as sustainable and long term, when it has, seemingly actually been shrinking in volume terms (if not price, at least until the last semi-annual report, where it did fall in price terms). Note, I am *not* accusing Kirby of lying, after all he may actually believe the stuff he spouts, or at least not be entirely unconvinced. The reality however may be that long term, sustainable growth is only achievable at levels that the investors may find unattractive, and so we seem to leap from new wheeze to new wheeze in an effort to milk the dwindling numbers of dedicated die-hards of ever more cash, while leaving increasing numbers of disenchanted former fans to move on elsewhere.



If the LotR bubble had not occurred with the cash-injection that resulted over 2001-04 allowing debt to be paid down and machinery and infrastructure to be upgraded, GW would quite probably not exist now, or would more likely have had to make the structural changes it is doing now or even worse, maybe almost a decade ago.

 Wayshuba wrote:

The world is not that black and white. This is not how things work in companies in reality.

Why do you think most large public company CEO pay in the US is so absurdly high? Because it is a "Boy's Club" at the top levels. Chairman Joe sits on the board of CEO Bob's company. Chairman Joe says CEO Bob deserves a gazillion dollars and pay and they agree. Meanwhile, at the other company, we now have Chairman Bob sitting on the board of CEO Joe's company saying that CEO Joe deserves a gazillion dollars in pay. There is no securities violation here. Just how it works in the real world.

There is no securities violation for boards members to discuss what they think about direction of the company and vote in kind. This is NOT about Kirby controlling votes (as in the Facebook example). It is about board members who are pretty much going to vote for what Kirby wants regardless. He runs the company and they let him run the company.

I don't think that derek is arguing with the claim that 'Relationships between Board members can exist'. He's not disputing that. He's moving to the next logical step.

He's saying, 'Okay. If that is the case, please point out for me the relationships that you are saying exist within GW. Prove that these relationships exist, or at the very least, show me what has occurred with regards to which specific Board members, that makes you think that it is the case here. Otherwise, how do you know that this is the case?'

To which a lot of people are saying, 'Aha! You're denying that these kinds of relationships could exist! Which is not what he's doing. He's asking for proof, be it circumstantial or substantial, that this is specifically the case in GW.

Simply saying, 'Well it happens in every company, don't you know?' doesn't really count as proof/evidence, any more than I should assume that people do or don't have a University degree until they imply one or the other in some way. The logical position to take without specific evidence is to neither assume something is or isn't the case.

The fact he's asking for evidence betrays a certain naïveté.

If I go for a job interview at the company my dad's best friend owns, and I get the job when an equally qualified candidate doesn't, the odds are my prior relationship has had an influence on that outcome.

Could the rejected candidate prove that? No, not unless I was blatantly less qualified, even then the company could list any number of other bs excuses as to why I'd been chosen in preference. None of which could be proven false.

This is endemic in western culture, all the way up, and to argue otherwise is just plain daft, or naive.

Does it happen in every situation? Probably not. But it goes on, anyone who's worked in a corporate environment knows this, if there were any proof/evidence to support that to the point where it was enforceable, there'd be a whole load more employment tribunals happening.