Pauline Bradley has a history with Ann Gloag so does this mean that its really Ann Gloag sitting in the boardroom. If anyone thinks that its because they misunderstand the different role of Directors and Shareholders.
Shareholders and directors have two completely different roles in a company. The shareholders (also called members) own the company by owning its shares and the directors manage it. Unless the articles say so (and most do not) a director does not need to be a shareholder and a shareholder has no right to be a director.
The separation in law between directors and shareholders can cause confusion in private companies. If two or three people set up a company together they often see themselves as 'partners' in the business. That relationship is often represented in a company by them all being both directors and shareholders. The problem with this is that company law requires some decisions to be made by the directors in board meetings and others to be made by the shareholders by written resolutions or by resolutions passed at general meetings. To complicate matters further, some decisions have to be made by the directors, but only with the shareholders' consent.
Whether a particular decision has to be made by the board meeting or the general meeting, or both, depends on the provisions of the Companies Act and/or the company's articles of association.
Companies Act provisions
Under the Companies Acts some decisions, such as changing the company's articles, can only be made by the shareholders. Many others are decisions for the directors but the directors may need the shareholders' consent, by means of an ordinary or special resolution.
Serious potential liabilities can arise if the directors do not obtain the approval of the general meeting when this is required. The relationship between directors and shareholders is a complex one. The directors are subject to the general fiduciary duty to act in the company's best interests. They are also required to account to the shareholders for their stewardship of the company, in particular by supplying annual accounts and by reporting to them annually..
While the directors are in control of the day to day running of the company, with access to information about its business and effective control over the calling and conduct of meetings, the shareholders have an ultimate source of power: any director can be removed from office by ordinary resolution:
What most people confuse is the ownership of the company which in this case is whoever holds the 80 class A shares and here the AR01 shows this is Invicta Asset Management Ltd.
So does Ann Gloag have any say and the short answer is NO. She has 20 class B shares and her representative, Pauline Bradley, on the board of Stone Hill Park Ltd so her voice can be heard but she doesn't own SHP neither does Pauline Bradley. She does however have a legal charge over SHP by virtue of a loan of (allegedly) £7M however that is no different from someone owning their home with a mortgage on it.
So what does Ann Gloag have? Well she does have 20 class B shares however as a shareholder she can be outvoted 80 to 20 so she has little control. So why have 20 shares and the simple answer is she can share in the profits the company makes as well as having her money back.