A paper for the Bees United Board on 30 September 2004 (Updated 21 Oct and 13 Dec)
Brentford Football Community Society Limited (‘Bees United’) Guidelines on matters requiring consultation by Bees United nominated members of the Brentford FC Ltd Board with the Bees United Board
The attached guidelines are intended to clarify the relationship between the board of Bees United and the board of Brentford FC (BFC) by setting out in principle the issues about which the Bees United board expects to be asked to ratify and those issues about which it would like to be consulted.
These guidelines include examples and are only a starting point. They will be kept under review and will evolve in the light of experience and changing circumstances.
Bees United is one of a small number of supporters trusts that are heavily involved in the governance of their football clubs, either by means of a significant shareholding or, as in Bees United’s case, as a result of substantial representation on the football club board and nominated individuals engaged in running the club. The trusts involved are pioneering a new model for governance in the football industry and are all to some extent grappling with new issues about the relationship between supporters, trusts and football club boards.
Bees United/Brentford FC is possibly the only example where individuals nominated by the supporters’ trust are responsible for running the club as executive directors. Whilst this is has the advantage of direct ‘hands on’ knowledge and engagement it also introduces added complexities to issues of governance and accountability.
Supporters rightly demand transparency and accountability, but this inevitably creates practical dilemmas when considered with the essential and legitimate need for confidentiality - both personal (as in the case of employee issues) and commercial (in the normal course of business negotiations and transactions).
Bees United are providing a significant level of funding to enable BFC to stay in business and this is dependant on the goodwill of supporters. Guidelines implemented in a spirit of mutual respect and co-operation should help to manage expectations and potential conflict.
The Bees United board is recommended to approve and implement the attached guidelines, to publish them and to keep them under review.
Guidelines on matters requiring consultation by Bees United nominated members of the Brentford FC Ltd (BFC) Board with the Bees United Board.
These guidelines are intended to align with or give effect to the following principles:
The Bees United board should ratify decisions that impact on:
In addition, the Bees United board should be consulted on issues that impact on:
Relationships between directors and boards are based on mutual trust and respect and adherence to appropriate (but not unnecessary) levels of confidentiality. It is recognised that in exceptional circumstances there may be urgent actions that have to be taken when it may not be practical for consultation with the board to take place in advance. In such cases the Chairman of the BU board should be consulted.
Examples for Guidance.
The list of examples below is not intended to be exhaustive but provides general guidance to supporter directors on issues deemed to require discussion with the Bees United (BU) board.
1.1 Any proposed action that may impact on the security of BU’s loans to the club to specifically include: (i) The granting of a charge or such other security over the assets of the club.
(ii) The repayment of any loans as may be outstanding from time to time. (iii) The entering into of any new loan agreements
(iv) The entering into of any long term contracts involving committments for a period of more than 12 months including, asset leases and off balance sheet finance agreements but excluding player contracts.
(v) Any action that may potentially impair the ongoing value of the club's assets including fixed property, intangible assets (player contracts) and current assets.
(vi) The entering into of any arrangement with creditors, formal or informal.
1.2 Any unbudgeted expenditure greater than £20,000 proposed to be incurred; to include operating expenditures, capital expenditures and items of a exceptional nature.
1.3 Any proposed action that may impact on planning consent and/or market value of Griffin Park.
1.4 Any proposed action in respect of the banking or financing arrangements at BFC.
1.5 Approval of an annual budget for BFC (the principles, profit/loss figures and cashflow projections, not the details)
1.6 Approval of capital expenditure over £20,000.
1.7 Actions proposed to deal with significant deviations (more than 5% or £100,000) from budget in financial forecasts.
1.8 Any significant non-contractual payments including bonus and termination payments.
2.1 Any proposed amendments to the clubs Memorandum or Articles of Association.
2.2 Any resolutions to be put before shareholders in general meeting.
3 Governance and Corporate Structure
3.1 Any proposed changes to the corporate structure of BFC and GPSL, the relationship between them or the creation of any new entities.
3.2 Any proposed appointments to the BFC or GPSL boards
3.3 Any BFC board decision relating to the positions of Chairman or President
3.4 Any proposed changes to the Code of Conduct for Directors, approved by the BU board
4.1 Any proposed changes to BFC staff at the level reporting to BFC board members
4.2 Any significant changes in management personnel and/or cheque signatories at the club or such other organisational changes that may have a bearing on the management control exercised by Bees United nominated directors.
5 Conflicts of Interest
5.1 The entering into of a contract of employment or any other commercial arrangement with the club by members of the BU or BFC boards or members of their family.
5.2 The acceptance of gifts or other hospitality from the club or its customers or suppliers by members of the BU or BFC boards. (Normal arrangements for hospitality with refreshments at football grounds on matchdays are acceptable.)
6 Strategy and business planning
6.1 Any proposed changes in the strategic direction or business plan of the club, as may be proposed from time to time.
7 Other Issues
7.1 BFC discussions with any party which in any way affect the share holdings of GPSL or Brentford Football Club Ltd
7.2 Any commercial arrangement with or services provided by the beneficial owner(s) of 5% or more of the issued share capital of BFC.
7.3 Discussions with external organisations about the development of a new stadium.
7.4 Discussions with external organisations about developments at Griffin Park.
7.5 Any significant BFC action which impacts on BU nominated BFC Directors
7.6 Any BFC Board decision which would impact upon the long term objectives of BU