Guide to Roles and Responsibilities of Brentford Football Community Society Ltd ("BU") Board Members
This guide is intended to be an overview and not an exhaustive description of rights, duties, responsibilities and obligations. If in any doubt prospective board members should seek independent legal advice.
The Bees United Board members are responsible for the overall governance and strategic direction of Bees United ("BU"), developing the organisation's aims, objectives and goals in accordance with the constitution and other governing documents, legal and regulatory guidelines.
BU board members are also responsible for monitoring and protecting the company's shareholdings in any subsidiary or associated companies, including Brentford Football Club Ltd.
Bees United is a member of Supporters Direct which requires that Trusts be registered as an Industrial and Provident Society (IPS) with the Financial Services Authority (FSA). As such all its actions and conduct will be regulated by the provisions of the Industrial and Provident Societies Acts, 1965 - 1978. All changes to the Society's constitution must be approved by the FSA beforehand.
BU has to file annual reports to the Registrar. It has to appoint qualified auditors, and audited accounts have to be presented to the Trust's AGM and to the Registrar.
Main Responsibilities and Duties
- To ensure that BU and its representatives function within the legal and regulatory framework of the sector and in line with the constitution, continually striving for best practice in governance.
- To uphold the fiduciary duty invested in the position, undertaking such duties in a way that adds to public confidence and trust in BU.
- To take appropriate professional advice in all matters where there may be material risk to the Society, or where the board may be in breach of their duties. This course of action will ensure the obligation to exercise their duty of care.
- To determine the overall direction and development of the Society through good governance and clear strategic planning.
- To avoid any personal conflict of interest and to not personally profit from the Society.
- To monitor and protect the Society's shareholding and interests in Brentford Football Club in accordance with the Consultation guidelines (see further reading).
- Ensuring BU complies with legislative and regulatory requirements, and acts within the confines of its constitution and governing documents and in furtherance to organisational activities contained therein.
- Acting in the best interest of BU, its beneficiaries, the community it serves and future beneficiaries at all times.
- Promoting and developing BU in order for it to grow and maintain its relevance to society.
- Maintaining sound financial management of BU's resources, ensuring expenditure is in line with the organisation's objects, and investment activities meet accepted standards and policies.
- Ensuring the effective and efficient administration of BU and its resources.
- Acting as a counter-signatory on BU cheques and any applications for funds, if appropriate.
- To maintain absolute confidentiality about all sensitive/confidential information received in the course of board members' responsibilities to BU, in relation to both BU and any subsidiaries, including Brentford Football Club ("BFC").
As the board are responsible and liable for the governance and functioning of the Society, they are accountable in varying degrees to a variety of stakeholders, including: members, service users, funders, Supporters Direct, Financial Services Authority, lenders, and in turn stakeholders in any subsidiary companies including BFC.
BU liabilities and guarantee commitments
As part of the acquisition of the majority shareholding in Brentford Football Club in January 2006, BU agreed the following debt and guarantee liabilities:
- A £250,000 loan from Barclays Bank taken out by BU, repayable at approximately £5,000 per month over a five year term.
- A guarantee and debenture in favour of Barclays Bank in relation to an overdraft of £500,000 and a £2,000,000 15 year loan provided to Brentford Football Club from Barclays Bank plc.
- A guarantee and debenture in favour of Hounslow Borough Council in relation to a 5 year loan of £500,000 provided to Brentford Football Club.
- BU also has certain obligations to secure the release of a £1m guarantee by Altonwood in favour of Barclays Bank when this guarantee expires in January 2009.
In addition to the above BU's subsidiary Brentford Football Club has additional borrowings and liabilities.
As part of the agreement relating to BU's acquisition of the majority shareholding in BFC, Altonwood Ltd agreed to lend BFC £1m interest free for a three year period. Under the terms of the loan Altonwood have the right to demand immediate repayment if:
"any comment, remark or statement (which shall be derogatory about or otherwise critical of the Lender or any of the Lender's officers) shall be made on any website or in any newspaper, circular, football club programme, news release, letter, e-mail or any other document whatsoever which shall be published, issued, dispatched, approved or otherwise authorised by or with the consent or co-operation of Bees United or BFC or any person who shall be a director of either of them at the time of issue or publication (when acting in his capacity as director)"
Practical Requirements and Skills
- Attending monthly board meetings, usually the last Thursday of each month, starting 7pm commonly lasting 3-4 hours at Griffin Park;
- Typically each member will be asked to assume an additional specific area of responsibility, (examples include communications, finance, membership), reflecting the requirements of the Society and the individuals' skills and experience.
- Attending other meetings as necessary, depending on areas of responsibility;
- Time commitment outside of meetings - this will vary depending upon the areas of responsibility but it is expected that the average additional time commitment outside of meetings will equate to 1 to 2 days per month.
- Completing agreed projects within timescales;
- Working independently
- Does not have to be an elected member;
- Protects the members' interests;
- Ensures that the constitution is being adhered to;
- Maintains the register;
- Performs standard secretary duties;
- Sections 29-30 of constitution.
- chairs board meetings and General Members' Meetings;
- Presents the annual report to the AGM on behalf of the board;
- Sets the tone of the organisation internally.
- Ensure that the Trust knows its financial position at any one time;
- Responsible for the accounts, including budget and is one of the signatories of the Trust chequebook.
It should be noted that the duties of the Secretary / Chair and Treasurer may be delegated.