Rangers AGM: The key questions board will face at Edmiston House

For the first time, the Annual General Meeting of RIFC plc will be held in New Edmiston House. Rather than gathering on the banks of the Clyde, John Bennett and his fellow directors will now present their assessment of the past and present and vision for the future in the shadow of Ibrox.

These occasions, certainly in recent times, rarely live up to the expectations in terms of headlines and hyperbole. That in itself is a sign of the progress that Rangers have made in the boardroom, but it will be matters in the stands and on the pitch that will be of most concern to those who take their seats for the 2023 meeting.

Here are the topics that will dominate proceedings...

Finances will come under the spotlight

Rangers posted a small operating profit of £252,000 to the year end June 30, 2023 but a loss of just over £4million was recorded when one-off items were taken into account. A £3.1million drop in revenue was ‘driven largely by not having post-group stage knockout European football’ and the accounts laid bare the costs of sporting failure.

Gate receipts and hospitality income contributed £39.9million as £18.2million was brought in via season ticket sales. Broadcasting revenues that were impacted during the pandemic period returned to normal levels, while commercial partnerships and sponsorship income accounted for £6.3million of the total and £11.1million came in from retail and other commercial activities. In a business sense, it was pretty much as expected at Ibrox.

Bennett remarked that ‘successive years of operating profitability can be seen as encouraging’ but admitted that ‘there is still much work to be done’ to build and strengthen the four pillars that have been talked about in the past few seasons. In his first AGM as chairman, Bennett has the chance to provide a blueprint to the audience and lay out how Rangers will make progress in each of those respective areas to ensure the transition to self-sustainability at long last.

READ MORE: Rangers accounts assessed after Ibrox board post operating profit

That date is not fixed as yet. Indeed, Rangers remain reliant on investment from Bennett and the corps of backers that continue to fund capital expenditure projects and the remodelling of the Ibrox squad. Loans totalling more than £8million remain outstanding to Bennett and Julian Wolhardt but several facilities were settled as Douglas Park was repaid £2million and John Halsted – who was appointed to the board in August – saw his debt converted to equity. A post-balance sheet event noted that: ‘The Group has extended its revolving credit facility and entered into a new term loan facility with certain investors. These facilities will be available as required for working capital purposes.’

Many in the audience will be expecting updates relating to financial planning, especially amid fears over what the 2024 books will look like given that there will be no big-money departure, like the deal that took Calvin Bassey to Ajax last summer. Money matters are not top of the agenda for every fan but Rangers supporters should be more clued in than any other in the country regarding the bottom line and comparisons with Celtic’s spending power will be at the forefront of many minds.

Questions must be asked about player trading

The sale of Bassey came in the same window that Joe Aribo moved to Southampton and Rangers previously broke their transfer record when Everton signed Nathan Patterson. Those deals are the exceptions rather than the rules, however, and the strike rate in terms of trading is a huge concern. It is not what Rangers spend that is the issue, it is how they spend it that must be queried by those on the floor. This should be the main focus of the meeting. 

Michael Beale was given significant funds to overhaul the squad ahead of this term and Rangers have not seen the return on that investment. That spend will surely impinge on Philippe Clement during the January window and Rangers face a difficult period of wheeling and dealing come the summer.

Bennett stressed the requirement for Rangers to improve their trading model in his chairman’s report and supporters will seek some insight into Nils Koppen, the director of football recruitment, following his appointment on Friday.

READ MORE: Todd Cantwell showed against St Mirren that he must be Clement's No.10

That then feeds into conversations about the scouting network and how players are identified and recruited, as well as the bigger picture about the value for money given the transfer spend and ever-increasing first-team wage bill.

“Player trading will always be inherently volatile, yet Rangers must replace sporadic ‘wins’ with systematic success,” Bennett said. “It is a given that it all begins with player recruitment. This is an area of priority for your Board, and we anticipate that the coming months will see a strengthening in the leadership and processes of our football department, specifically with this in mind.”

The theory is sound at Ibrox. Rangers must buy low, win trophies and then sell high. Yet each stage of the process has been easier said than done for too long and the current squad has few players that will command transformative fees, regardless of what Clement can achieve domestically in the coming months.

Not every player, of course, needs to be in the Bassey mould. Making a couple of million quid on those in a lower price bracket would be financially beneficial but the board must lay out how they are going to transform their transfer fortunes. Koppen will, therefore, have plenty on his plate and supporters will be keen to hear details about the role and the remit. That appointment simply must be the right one for Rangers.

What about the other key figures that have taken new positions?

Bennett laid down a challenge to his executive team. Their success will not shape the mood like the exploits and achievements of Clement and his players, but their efforts are still imperative at Ibrox.

Commercial revenues hit the £28million mark for the second financial period in succession. Retail income increased from £5.5million to £7.2million during the third year of the agreement with Castore. Those figures cannot be a glass ceiling, though, and Bennett has put his faith in an overhauled team behind the scenes.

The appointment of James Bisgrove as chief executive officer was the first part of the jigsaw and three others followed as Karim Virani and James Taylor joined in commercial and finance roles respectively and Creag Robertson was promoted to director of football operations.

“Now, myself, the RIFC Board and our new executive management team must continue the work,” Bennett said. “Yet, it is not simply a continuation that is required: it is a raising of the bar. Having spent recent months getting closer to the daily operations of the club, it is clear to me that there is widespread scope for improvement.”

This will be the first AGM where Bisgrove has held the CEO title after he replaced Stewart Robertson, the former managing director, over the summer. It is likely that he will, alongside his chairman, field most of the questions from the floor and those in attendance will cast their own judgements on what the two most prominent figures on the stage have to say.

READ MORE: The inside story of Rangers' summer transfer window

Since the last AGM, Park has stepped down as chairman, Robertson has left and Ross Wilson, Andrew Dickson and James Blair have all departed their respective roles. Beale has, of course, gone as well.

Just under £19million has been spent on Ibrox and Auchenhowie upgrades and New Edmiston House over a two-year period, while the launch of the Blue Sky Lounge was followed by a partnership with Gordon Ramsay. A sports bar, on the site of the old Megastore, will come next year and financial projections for what each venture can contribute to the bottom line would be welcomed by shareholders.

In the grand scheme of things, each is relatively minor to the overall financial picture. Of greater significance is the cash that is provided by the SPFL through their TV and sponsorship deals. Rangers remain convinced that those contracts have not been maximised and that would be another avenue worth exploring for those who stand in front of the microphone.

Is Ibrox expansion a realistic aim?

It was at the AGM this time last year that Rangers unveiled their proposals to redevelop Ibrox to ensure they had ‘class-leading’ disabled facilities. That particular issue had been raised regularly in previous seasons and the long-overdue update was certainly welcomed by fans.

The Rangers Review revealed in September that a feasibility study to assess a potential safe standing area within the stadium had been undertaken following sign-off on the work to install two platforms for wheelchair access. It is believed the overhaul is part of a single-digit multi-million-pound investment and any downturn in terms of revenue as a result of lost seats will be offset by the increase in the overall capacity to around 51,500 as the number of wheelchair-accessible spaces rises to 270.

But the prospect of further expansion to Ibrox has long been spoken about amongst supporters. At a fan forum event last month, Bisgrove revealed that hugely ambitious plans for a 70,000-capacity stadium had been discussed.

Proposals to fill in the corners between the Sandy Jardine Stand and Copland and Broomloan Stands would add around 700 seats in each section. Rangers have also investigated the possibility of lowering the pitch and adding half a dozen rows of seats around the perimeter of the park but the idea of adding up to 10,000 seats behind each goal has been put forward at board level.

READ MORE: Ibrox expansion timeline set as Rangers board consider capacity boost

Any redevelopment on that scale is, of course, some way down the line but plans for a safe standing area and singing section are more realistic in the short term. Both of those issues have been raised and debated for some time but supporters will be seeking a more definitive answer when they get the chance to quiz Bisgrove. Rangers are continuing to engage with the supporters who might be impacted by any overhaul of the stadium and factors such as the proximity of the singing section to the away fans are being considered in line with UEFA and Police Scotland requirements.

When it comes to the larger scale works, the cost implications will naturally be a concern for supporters. The infrastructure in and around Ibrox is less important for some than it is for others and finding the balance between putting money on the pitch and investing off it will be one that the board will have to explain.

Any other business?

The Q&A section towards the end of the AGM can often throw up a range of points and this meeting will be no different. Someone will invariably welcome Clement to the club and thank him for his efforts, while others will no doubt raise concerns over the MyGers scheme, away tickets and car parking. The format doesn’t generally lend itself to productive conversations.

Issues such as a potential role for Graeme Souness and the evolving relationship between the club and their customer base, including the newly established fan board, are also likely to come up. It is not expected that Bennett or anyone from his board or executive team will conduct interviews with the media at this stage.

Shareholders will vote on eight Ordinary Resolutions. Each requires a majority to be voted through and will be a fait accompli. Bennett and Halsted have put themselves forward for re-election to the board this year, as have Alastair Johnston and Graeme Park.

READ MORE: Brainwashing, smiles & psychology: How Clement tells his Rangers story

The final Resolution deals with the issue of shares. If approved, it authorises the board to allot equity securities up to an aggregate nominal amount of £432,328.00 – or 10 per cent of the RIFC plc shares - per annum over the next three years.

In the notes to investors, it states that: ‘The authorities granted under Resolution 8 seek new authority from the Shareholders to enable an equity fundraising to be supported by existing shareholders and/or to meet the capital requirements of the Company by raising finance from new shareholders.’ At the 2022 Meeting, a special resolution was passed to extend the authorisation to allot equity securities to 10% of the nominal share capital of RIFC plc.

The meeting comes on the eve of a decisive trip to face Hearts at Tynecastle. For many, that will be a far more important 90 minutes than the time they spend inside New Edmiston House.

That shouldn’t overshadow the significance of what is said, though. This is a rare opportunity for the board to be held to account for their decisions and to present their plans to those who matter most at Ibrox. It is a chance that is so often largely wasted.