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Objecting to private limited company accounts

My wife and I are directors of a very small plc. We have noted some accounting irregularities which we want to object to. These were basically incurred costs which benefit only some directors and were charged without consent of others - in fact despite the objections of other directors.

I raised it in the company AGM but the minutes of the meeting record no such objections; in fact the minutes state that the accounts were approved. The other directors who have to pay for these items but did not materially gain from them do not want to antagonise relations over what they think is just a few hundred quid.

I am concerned that if we do not formally object on the record in some way, it would look like we are party to such unethical conduct. Furthermore, misappropriating company funds is a slippery slope which needs to be nipped in the bud.

Do you have any advice on how we can handle this?

Cheers.

Reply to
Adam
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If it is a public company (confused post) then it had to have an audit - write to the auditors seeking clarification.

Reply to
R. Mark Clayton

How is the weather in Erfurt?

Reply to
Graham

I've experienced an almost identical situation in the past. You have the person responsible for the embezzlement who directly benefits from it. Then you have that person's friends, who are either embezzling themselves and also benefit, or have other dealings with the embezzler that they do not want to sacrifice. Then there are those who have no other relations with the embezzler outside of company business, but who want to maintain harmony and see the embezzlement as a relatively trivial cost. Then there are people like you and me, who think the behaviour is outrageous and unreasonable.

Then someone hands you the tendentious minutes which contain no record of your objections, despite the vast part of the meeting having been devoted to the matter.

I agree you need to put an end to these practices. In relation to a PLC, your fellow directors are probably committing serious criminal offences.

Reply to
Ste

Presumably you are minority shareholders and the majority shareholders acquiese to such actions.

Possibly the best that can be done is to try and obtain a shareholder agreement under the threat of legal action which would outlaw this practice and give you a greater ability to monitor the company. If this fails, you would probably need to bite the bullet and take legal action against the company and / or directors.

If directors relating to a minority shareholding are the 'problem' the answer to persuade sufficient shareholders to requisition a SGM to dump the directors in question.

Reply to
peterwn

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