THE FALL OF THE EVIL EMPIRE The Sound of Silence – The Rangers Board

We continue Gaudds series on The Fall of the Evil Empire by looking at the Rangers Board and the role they played, or more to the point,  failed to play, which resulted in the death of Rangers Football Club.

THE FALL OF THE EVIL EMPIRE The Sound of Silence – The Rangers Board by Gaudd

Setting the Scene

“But did they do anything? Did they tell anyone? Did they inform the Scottish Football Association or the Scottish Premier League? Did they inform the media? No. no, no and no. The Tribunal damns them as individuals who could and should have acted but they did not act. They walked away.” – Alex Thomson, Channel 4 News.

“We endured strained relations throughout our time working together because I never depended on him for my income and so could be an independent voice in what was otherwise a one-party state. David tends to only appoint toadies and didn’t like the fact I was not prepared to be one.” – Hugh Adam, ex-Rangers director.

As you will be aware, if you have read the previous parts of The Fall of the Evil Empire, or even have a passing acquaintance with the facts surrounding the demise of Rangers FC, all concerned in this drama (bar the obvious participant) are desperately trying to pin the responsibility on one single individual. Oh sure there may be some muted criticism of David Murray from one or two trembling bravehearts, hedged with careful caveats of course, but the overwhelming reaction has been an act of arse-covering on a scale that was last seen when Alexander The Great rode into Tyre clutching a large tub of KY and shouted “Hello sailors”.

According to the aforementioned worthies there may have been one or two brief bumpy patches along the way, but by the time the Rangers charabanc sputtered into 2011 all was well.  The insignificant, trivial concerns were definitely a thing of the past. Until that is the wily Craig Whyte plucked at his fiendish moustache and duped the naïve hick villagers into selling him their prize cow at a knockdown price.  And as the “duped” villages wept and wailed on the side-lines, didn’t the swine just set out to wreck the poor beast for no good reason? Perhaps it was just out of spite or some deep psychological flaw that drove him to break beautiful things?  Well ok so much for Walter Smith’s take on events, but he’s not the only one studying in the la-la land revisionist school. 

If the club’s financial position was so secure then even with the £9m tax debt (plus penalties) caused by Whyte’s tax holiday, administration should have resulted in a viable plan for recovery, and should certainly not have led to liquidation.  The simple fact though is that Rangers financial situation was beyond recovery and had been for some time.  By February 2012 Rangers faced a potential debt liability of £134m making not just administration but liquidation practically inevitable (pauses for round of onion-to-eye holding). One man, no matter how determined, cannot wreck a healthy club in nine months so it doesn’t take Sherlock Holmes to come to the conclusion that he may have had one or two accomplices.

Now we’ve already looked at who was really responsible for Rangers financial situation; namely the man in charge from 1988 to 2009, one David Murray, and the two managers who luxuriated in his extravagant largesse. Yet Murray did not run Rangers alone, or at least he wasn’t meant to be running Rangers alone, as the club had a board full of experienced businessmen that included several non-executive directors. And the purpose of a non-executive director is:  “to monitor and challenge the performance of the executive directors and the management, and to take a determined stand in the interests of the firm and its stakeholders. They are generally held equally liable as the executive directors under certain statutory requirements such as tax laws.”

Well we can safely assume that didn’t happen, and since Rangers financial meltdown occurred over a period of two decades we can also assume that executive directors also failed in their responsibility; which kind of pours cold water on the Lone Gunman theory.  

 Still, let’s be generous and conclude that even with all the hysterical spending that was going on and the selling of revenue streams for instant cash injections, it was the EBT scheme abuse that made a financial calamity into a financial disaster.  And since the EBT bomb started ticking in 2000, we’ll focus on the period between the EBT fuse being lit and the collapse into administration which was caused, mainly, by the resulting explosion.

The EBT Years

To kick of let’s get an understanding of the level of responsibility abandonment by the Rangers board, and there can be no better illustration than the comments by ex-director Hugh Adam in May 2012 quoted by Channel 4 journalist, Alex Thomson: “He [Adam] paints a bizarre picture of life at Ibrox across the past fifteen years or more. A club where few – if any – of the directors were, he says, interested in directing Rangers at all. Everyone more or less happy to leave things to Sir David Murray and hop along to Ibrox to enjoy the box and the hospitality and that was really the meaning of being a director at Ranger PLC and that was it, beginning, middle and end. On that Hugh Adam is quite open.”

The picture Adam painted was of a massively ineffectual Rangers board that allowed David Murray to run the club as a one man show, with the directors content to receive the benefits without bothering about the responsibilities.  It’s little wonder then that when David Murray’s ego ran out of control there was no one around with a tranquiliser gun. Equally no one apparently questioned the wisdom of engaging so heavily with EBTs rather than rethinking the policy of signing players on wages that Rangers could clearly not afford.  If, when there was still time, the board had instead insisted on a period of extreme austerity, Rangers would have avoided oblivion.  But such an act would’ve meant crossing David Murray, and there was no appetite in the boardroom for that. Instead Rangers directors kept their heads down and allowed the club to engage in massive, and probably illegal, tax avoidance to the tune of approximately £54m.

All in all 87 players and staff at Ibrox benefitted from Rangers use of EBTs, including David Murray himself who trousered no less than £6m from the scheme.  Directors such as John McClelland (chairman between 2002 and 2004), chief executive Martin Bain, and executive directory and company secretary Campell Ogilvie also benefitted, confirming that the boardroom was hardly kept in the dark.  Any further ambiguity over the matter was swept away by Hugh Adam in Marsh 2012 when he confirmed directors knew all about the tax avoidance and its probable illegality.  “It was effectively salary and should have been included in the players’ wage slips,” he said to the Daily Record “It was a way of attracting players into the club. I think he (Murray) was aware that if he did that, the players would be quite happy and would stay with Rangers. If someone can give you an extra twenty grand a year that you don’t have to account for, then you’d jump at it. If you were trying to attract players, you had to get money from all sources. He probably wouldn’t have been paying them enough in the ordinary way.”

So not only were the Rangers board content to preside over completely unsustainable spending and mounting debt, they allowed tax avoidance to run rampant in the club, and in some cases pushed their own snouts into the trough. As a result of all this Rangers losses in some years were colossal, with debt at one point reaching a staggering £83m, necessitating a bail out from Murray’s loss making Business Empire.  Yet it wasn’t until Rangers demise that some found their voice. “He [Murray] got too immersed in the fans’ perception of himself – as well as his own ego and invincibility, probably,” whispered ex-chairman Alastair “Shallow Throat” Johnston. “In the last few years he lost his business discipline, then panicked when he saw Armageddon coming.”  Some might guffaw at the “last few years” statement as Rangers had started down the road to financial disaster in the mid-90s and got into tarmac burning high gear in 1998.

Remember Johnston had been on the Rangers board since February 2004 when Rangers debt was at its peak, so presumably he thought Murray had to that point been a cool, calm picture of laudable miserly humility.  But then again Johnston seems to have a bit of a problem admitting to the facts regarding Rangers history.  After the full consequences of the EBT scandal had become clear, and the hue and cry had erupted over SPL’s dual contracts investigation,  Johnston was on hand to recite the party line that tax avoidance wasn’t just perfectly acceptable, it was a capitalist’s duty no less and everything was perfectly legal anyway.

“The reality of the situation is that Sir David Murray, who was intimately involved in the architecture of these efforts to organise the business in a way to mitigate taxation which is totally legitimate and acceptable under all tenets of the law, would have signed and paid for these very same players whether or not EBT schemes were in effect or not,” he read of a sheet of paper bearing handwriting uncannily similar to David Murray’s.  “The only difference being one which only has a financial consequence, i.e. it would have increased Rangers’ reliance on bank debt.”

Yet Johnston knows fine well that by 2002 Rangers access to the Bank of Scotland money tap had been curtailed sending David Murray off into his Honorary Chairman sulk.  Despite the use of EBTs Rangers debts continued to soar necessitating Murray’s aforementioned return in 2004 to the post of Real Chairman This Time with a resulting disastrous share issue that was little more than shifting £50m of debt into MIH.  Rangers’ use of EBTs was clearly governed by the fact that the club could no longer maintain the level of spending that it had previously enjoyed without finding some way of lowering the cost, and avoiding tax was the chosen way.  As mentioned the probable illegality of the Rangers EBT operation was compounded by SPL rules concerning dual contracts, and as Hugh Adam again revealed, these were indeed contractual payments.

Other figures involved with the club have claimed that EBTs are perfectly legal and were declared in the club’s annual accounts, and they are correct on both counts – to an extent. EBTs are indeed not illegal, if they are operated in a legal manner; HMRC’s finding was that this was not the case at Rangers FC.   EBTs were also declared in the club accounts, but with no explanation as to what the payments were for or who they were paid to.  If they had been then some busy body with a sticky beak may have asked why David Murray required EBT payments, why Stefan Klos received a cheque for £2m  or why Graeme Souness  received a payment of £30,000 ten years after leaving the club. Questions of course that have been asked since the scandal came to light. So by 2011 the collective failure of Rangers directors to do their jobs resulted in a position where Rangers demise was all but inevitable thanks to the ticking EBT bomb, yet even now they still found a last burst of incompetence to fail again. Presumably just to make sure.

The Last Act

Contrary to the myth desperately promoted by David Murray and his cronies, when Craig Whyte rode into town not everyone was “duped”. Dubious about Whyte’s intentions due to this failure to carry out due diligence before purchasing the club, the Rangers Independent Board Committee, in a rare moment of courage and competence, hired a private eye to check Whyte’s reputation and business dealings.  The PI’s report duly arrived in an asbestos folder and was read in horror by Alastair Johnston (chairman) and Martin Bain (chief operating officer and executive director) but was not, allegedly, disclosed to the other IBC members;  Donald McIntyre (executive finance director) John McClelland (non-executive director) and John Greig (non- executive director).

As we know thanks to the SFA’s belated tribunal inquiry into the sale of Rangers to Whyte, Martin Bain pulled the short straw and had to present the committee’s report to David Murray.  Murray duly put his fingers in his ears and shut his eyes really tight until Bain had slunk off, and then sold the club to Whyte anyway.  At his point the Rangers directors heroically did nothing. Despite having major doubts regarding Whyte and his long term commitment to the club, and despite now being in the possession of a report that questioned the veracity of Whyte’s claims to vast wealth and a sound business reputation, the directors did not go public or alert any external agency. As the SFA statement of 11 May 2012 stated:  

“It {the tribunal] took the view that whatever their position a number of individual directors and employees must have known what was happening was entirely wrong and illegitimate but they chose to do nothing to bring it to the attention of the public. That may be matter for their long term reflection but it does reduce the mitigatory impact of the suggestion that Rangers FC were innocent victims.”

In May 2012 following the publication of the SFA tribunal’s findings, Alastair Johnston engaged in the by now standard buck passing act. “I’d throw it back to the SFA. At no point did we receive a call asking for any information about Whyte. They did not reach out. If they had we would have been happy to share what we knew,” he whined.  “The SFA sat back so far they might as well have not existed. Why didn’t the SFA ask why board members were sacked or felt forced to resign? We spoke publicly and loudly about our concerns. If they wanted to pick up the phone we would have been happy to talk but they showed no interest whatsoever.” Of course Johnston could’ve phoned the SFA himself but apparently that was too much effort, so the poor sap had to make do speaking out “publicly and loudly”.  Or did he?

Well we know that despite familiarity with its contents, Johnston and Bain never mentioned the IBC report to anyone out with Rangers.  After his sacking by Whyte on 23 May 2011, Johnston issued a statement that failed noticeably to communicate what he really knew about the situation inside the club: “I’m not going to make any comment with respect to the current circumstances at the current time, except that I will say – as a lifelong Rangers fan and a real one – that the 26,000 other shareholders in Rangers, as well as the hundreds of thousands of other supporters need to remain vigilant and continue to exert pressure on Mr Whyte to support the club financially as he has publicly committed to do.”

Touching upon, but not mentioning, the IBC report Johnston continued: “The directors all had an independent view on evaluating all the evidence and circumstances that we were privy to – and everyone came to their own decisions. So, I’m not going to second-guess or speak for anyone else.” Hardly the behaviour of the stalwart whistle blower, and Whyte was able to shrug off the hedged comments as those of a disgruntled ex-employee.  Johnston retired to the shadows and lurked there until Rangers fell into administration in February 2012.  In April 2012 Martin Bain, also sacked in May 2011, joined in the revelation game long after it had ceased to matter.

“I first met Whyte as part of an independent board. He was asked a number of questions in relation to his knowledge of Rangers and his plans for the club,” Bain said from his cardboard box underneath a leaky railway bridge. “We were never satisfied that he answered those questions correctly. We asked him business-like questions regarding the cashflow of the club and his ability to fund the club going forward. That was the biggest stumbling block because we didn’t believe that his cashflow was a suitable one to run the club. He had his own assumptions on how much was needed and the independent board had theirs. Our opinions were wildly different. David Murray knows that I was not in agreement that the club should be sold to Craig Whyte.”

So it’s quite clear that dissent existed within the ghastly, dank confines of Ibrox but it’s also clear that’s where the dissent remained. Rangers directors who were sacked or resigned simply kept quiet or issued ambiguous statements that failed to set off any alarms.  Alastair Johnston, Martin Bain and Donald Macintyre all left in May 2011 with John Greig and John McClelland departing in October of the same year having been “frozen out” by Whyte. 

Not one of them contacted the SFA or approached the media with kiss and tell stories. As the SFA report reads: “Mr McClelland and Mr Greig both arrived at the conclusion that they were now being so marginalised that their position was untenable. Shortly after the date of their resignation Mr McClelland was aware of rumours outside Rangers of non-payment of taxes. He did not discuss these with any continuing director or take any other action.” Of course it was all too late by that time anyway; Whyte had been brought in to oversee the demise of Rangers as the shadow of the EBT guillotine hung over the club.

The SFA tribunal also took to task those who had remained at the club and either implemented Whyte’s tax avoidance instructions or stayed silent about them.  “… certain directors and / or senior managers were entirely aware that Mr Craig Whyte, a director of Rangers FC was engaged in a deliberate programme of non-payment of taxes, non-cooperation with and frustration of the attempts of the auditors appointed by Rangers FC to carry out the annual inspection of the books of account and preparation of the statutory annual accounts…These matters all frustrated preparation of the annual accounts and prevented the holding of the annual general meeting which required to be held by 1 January 2012.” 

McClelland and Grieg weren’t the only directors to cop it from the SFA Tribunal, Dave King also got his share: “From May 2011 Mr David King was aware that he was being excluded from the governance of the company and he appears to have done little about it except repeat his demands to Mr Olverman and Mr Craig Whyte for information.“ And Olverman was also slated by the tribunal for implementing Whyte’s order to withhold PAYE, VAT and NIC payments to HMRC, and for failing to alert anyone to the illegal behaviour.

“Prior to May6, 2011 Ken Olverman had substantial personal bank instrument signing authority and joint bank instrument signing authority with an executive director up to a value of £10,000. Upon the implementation of the new policies he was instructed by Craig Whyte that this previous bank authority was revoked and his limit for signing cheques was reduced to £100.  Craig Whyte emphasised to Ken Olverman that no information about the finance or affairs of Rangers was to be provided to anyone not specifically approved by Craig Whyte. Mr Olverman was instructed that this prohibition also applied to directors of Rangers. He was concerned about the policy but implemented it. He was aware at all times of the state of the bank operating accounts and other bank accounts of Rangers.” Meaning he also knew no money from Whyte was coming in.

Hats off Time

So let’s just recap on where we are so far. Not only did Rangers directors allow unsustainable spending to continue to the point of Tore Andre Flo insanity, they did nothing about the resulting debt mountain that crippled the club.  Instead they sat and rung their greasy mitts, faces etched with fear, until David Murray was forced to drop the honorary chairman pretence and engage in debt shuffling.  But that’s not all, even when it was clear that financial meltdown was a real possibility, they still threw money into transfer fees and wages that were unaffordable; including £4m for Nikica Jelavić.  The Croatian of course was signed after HMRC had handed Rangers an immediate £24m assessment for their EBT scam, which newspapers at the time reported could eventually reach a total bill of £54m.  The full extent of their folly doesn’t end there though.

With the barbarians at the gates in the form of HMRC and Lloyds Bank, and David Murray about to sell Rangers, the directors, or at least some of them, became fully aware of just how dodgy the prospective buyer really was.  Those that were privy to the IBC report knew the full extent of Craig Whyte’s dodgy dealings, while those who did not still had a fair idea of what kind of person was about to get their hands on their club. Yet none of them, not a single director raised the alarm, instead keeping all dissent firmly within the closed confines of the Ibrox inner circle. Even after leaving Rangers, through either resignation or P45 delivery, the public silence remained.

The final folly was to remain tight lipped, and in one case utterly complicit, when deliberate tax non-payment was ordered by Whyte, and the club was running “completely out of control”.  Such was Whyte’s mismanagement of Rangers that in the words of Alex Thomson “Directors were left unsure what it even was they were supposed to direct – men like John McClelland and John Greig who had long association with Rangers.”  And in trying to cope with this turmoil these worthies “were facing their biggest test in the club and – the [SFA] Tribunal rules – they were about to fail it spectacularly.” 

In fact the history of the Rangers board since the arrival of David Murray can be viewed as a litany of failure; a failure of professionalism and, in the end honesty, that enabled a wrecking culture of slothful subservience to evolve into one of suicidal complicity. When faced with the demise of the club they professed to love, sacked directors appeared to be more interested in securing financial compensation than alerting the authorities and the public to the shambles.  Yet even now, with all that is in the public domain none of them have the courage to hold up their hands and accept responsibility.  Just as with their days in the boardroom, they are still ducking accountability.  Even to the extent of seeking to divert blame onto the SFA for their own failings.

Anyone listening to the men who were once in positions of power at Rangers, be it David Murray, Walter Smith or Alastair Johnston, will be left puzzled as to why this huge club met such a spectacular demise. After all, no one did anything wrong save for perhaps some brief displays of over exuberance and a little unfortunate naivety. The serial deniers even claim that the financial position of the club was perfectly sound before the arrival of the arch saboteur, but even then no one did anything wrong aside from Craig Whyte, not even those who stood by and let the subsequent events happen. 

Such ludicrous claims would be met with howls of hilarious disbelief had they come from the mouths of individuals associated with any other club, but the mainstream media is still not only refraining from any such an act, but going one further and reporting such drivel as credible opinion.  The facts though speak for themselves, and they leave no room for doubt when it comes to the incredible abandonment of responsibility that appears to have been part of the job spec for being a Rangers FC director.

The Supporting Cast – Rangers directors May 2000- May 2011

David.E. Murray (Executive Chairman/Honorary Chairman/Chairman. In Post 2000 – 26/08/09)
John McClelland (Vice Chairman/Executive Chairman/ Vice Chairman.  24/09/00 – 17/10/11 )
Alastair J. Johnston (Director/Chairman. 11/02/04 – 23/05/11 )
Martin Bain (Commercial Director/Chief Executive  06/09/01 –  suspended 23/05/11)
Donald C. McIntyre (Finance Director/Secretary. 12/06/06 – suspended 23/05/11)
Douglas J. Odam (Finance Director. 30/03/00 – 28/08/03)
David Jolliffe (Finance Director.  01/08/03 – 28/11/05 )
Campbell Ogilvie (Executive Director/Secretary. In Post 2000 – 23/05/06)
Nick Peel (Retail Director. 06/09/01 – 21/03/2005)

Ian B. Skelly (Director. In Post 2000 – 27/06/2003)
Daniel P. Levy (Director. In Post 2000 – 27/08/2004)
John MacDonald (Director.  In post 2000 to 06/06/2001)
David C. King  (Director. 30/03/00 – End)
J.D.G. Wilson (Director. 08/06/00 – 16/10/09)
Hugh R.W Adam (Director. In post 2000 to 30/09/00)
John Greig (Director. 11/02/04 – 17/10/11)
Paul Murray (Director. 20/09/07 – 24/05/11)
Mike S. McGill (Director. 16/10/09 – 06/05/2011)
Donald W. Muir (Director. 16/10/09 – 06/05/2011)