A Seat on the Board…..
Famously, Len Shackleton in his 1956 autobiography “The Clown Prince of Soccer” gave his view of football club directors’ by leaving a chapter headed “The average director’s knowledge of football” entirely blank.
I’d like to think – and would strongly suggest – that times have changed and improved for the better!
First, getting a boring bit of legal detail out of the way, when we refer to the “club” or “BFC” or “Brentford” what we are really referring to is Brentford FC Limited.
This is the company that owns all of the assets that make up our football club and which, most importantly, holds the share in the Premier League meaning that our men’s first team plays in that competition.
Since 2002 Bees United have had a director on the board, and today has the right to appoint a director on the board of Brentford FC Limited, stemming from the days of Bees United ownership and then Matthew’s initial investment (before leading to his ultimate purchase) in the club and I am the present incumbent of that role.
So, in practice what does “being on the board” mean? The first thing to note is the practical, with a time commitment involved, in physically attending board meetings (there are formal board meetings every 2 months for around 3 hours). While not wishing to spill confidences or to dispel excitement amongst fans, but board meetings aren’t spent discussing and debating whether we should sign a new left back or centre forward and if so which one (in that regard Len Shackleton might just be right – and I for one am delighted we can leave that to Matthew, Phil, Lee and the expert team of analysts at the club), so instead the business is more practical and functional considering all aspects of the company’s business.
About a week or so ahead of a board meeting, directors are provided with a pack of documents that cover the items that will be considered on the agenda at the meeting. This allows directors to read in to issues and points to discuss ahead of the meeting and give themselves a chance to inform themselves about latest details and to prepare any questions or identify points to raise. It also allows ahead of the meeting for me to check any points that are unclear from the documents so that time in the meeting can be used most efficiently.
My role (along with that of Deji Davies and Preeti Shetty) is that of non-executive directors. So our role is not to run the business day to day (the responsibility of which lies with the executive directors Jon Varney, Cliff Crown (Chair Brentford FC Ltd.) , Phil Giles, Nity Raj and their executive team) but to influence, encourage, challenge, scrutinise, input, support and bring our own skills and perspectives to the board meetings to ensure that the company is delivering on its strategies and on its business plan. Generally the board will have reports from the executive directors about their specific plans and delivery against strategy, which keeps them accountable, and there will be standing items on the agenda in terms of updates on safeguarding (which is an increasingly important and key area of focus for the business, particularly with the Academy having been set up), along with a financial update and then there will usually be regular updates from other key staff in the business regarding their delivery against their plans (this may cover social media, EDI, sustainability, operations, marketing, ticketing) and allows the board to question and provide input to the actions that are being taken in these areas.
Inbetween board meetings the directors will also be updated on important developments within the business so that they have oversight and again can provide input and/or challenge to decision making. We are also fortunate enough to be invited to the excellent events that the club run – including those that are specifically for staff – to allow us to be as involved in and gain as much insight in to the club as possible. I am constantly amazed and impressed how many things the club are involved in and the number of initiatives that the club run and how many amazing projects the club staff participate in.
On matchdays at the Gtech, while I also retain my season ticket, I am invited to the boardroom and will bring guests to the club and act as an ambassador for the club (along with the other directors) as we continue to raise profile of the club, encouraging interesting figures to the club to allow them to experience what Brentford FC is all about. It is a privileged position to be able to speak to many interesting characters and particularly the away team’s directors and their ambassadors and famous fans who might come along to a game – although no amount of hectoring of Gareth Southgate managed to persuade him to pick Rico for England! (the only other downside is that there is an expected level of decorum – rightly – in the directors seating area, so celebrations are more muted than they might otherwise be from my usual seat!)
So, while there is some glamour on the face of it of being a club director (and I certainly consider it a privilege – to be able to represent the views of BU Members and fans more widely – and as a fan myself to try to ensure that that experience and the history and heritage of the club remains a constant in the boardroom), there is a serious side to the role.
Being a director of the company/club means that (again sorry I can’t help but have to mention some legal detail) I owe certain fiduciary duties as a director including (i) to act within the powers conferred by the Company’s articles of association (ii) to promote the success of the company for the benefit of its members (iii) exercise independent judgment (iv) exercise reasonable care, skill and diligence (to the level of a reasonably diligent person with general knowledge, skill and experience that could be reasonably expected from a person doing the director’s functions and the director’s actual general knowledge, skill and experience) (v) avoid conflicts of interest (vi) not accept benefits from third parties and (vii) declare interests in transactions or arrangements.
The practical effect of these duties is that is that if I breach any of these duties, I breach duty to the company and I could be personally liable to the company for losses arising from the breach. I set this out for context so that fans might understand that there is a degree of responsibility and personal risk on acting as a director. Now, fortunately (as I hope I’ve shown above, Brentford has a strong governance culture and effective processes in place to ensure that the board are alive to these duties and each director holds the other to account, and so my personal risk is reduced…but just to say life isn’t all prawn sandwiches and handshakes with the great and the good as a club director, a lot of work goes in to making sure that the club keeps doing the right thing and making effective, well considered decisions (even if they aren’t always universally popular – the decisions will have been arrived at through a proper process of scrutiny and consideration!).
In my role, the other aspects that spring from being on the board (which may be for a future article) is that I act as the club’s Adjudicator in respect of fan disputes (so that there is board level consideration of any appeals from fans regarding decisions) and have been asked to chair the new Sustainability Committee, which will have specific oversight and scrutiny of the club’s sustainability plan (alongside some external experts in the field) and will enable me to report back to the board on actions and activities in delivering the club’s sustainability strategy.
Stuart Hatcher
BU Chair
BFC NED