Two years ago, the WRU decided they needed to have a good look at the way their organisation was being run. So they commissioned a “Governance Review.” It’s a grand title, and these things don’t come cheap.
Gwladrugby has got hold of the results of this review. Without putting too fine a point on it, the whole thing is a total whitewash.
But this is the WRU. What did you expect? A transparent, independent examination of the inner workings of Welsh rugby’s governing body? Don’t be daft. Instead, this is a report commissioned and largely written by the WRU themselves.
A complete waste of money? Money that belongs to every member club of the Welsh Rugby Union? You bet it is.
Judge for yourselves. Here it is.
RECOMMENDATIONS OF THE GOVERNANCE STEERING GROUP
The establishment of the Governance Steering Group was approved by the Board in August 2012.
The Governance Steering Group was chaired by Sir Robert Owen, a distinguished High Court Judge. Its other members were David Pickering, Gerald Davies, Roger Lewis, Gareth Williams (Company Secretary) and Rhodri Lewis (Head of Legal Affairs). It met during 2013 and its recommendations were first reported to the Board in March 2014.
The recommendations made by the Governance Steering Group covered four separate topics, namely:
• Disciplinary procedures;
• Regulatory procedures;
• Membership of the Board and sub-committees; and
• Further governance-related considerations.
The recommendations of the Governance Steering Group were reached on an unanimous basis.
2. Disciplinary Procedures
An important recommendation was that decisions of Disciplinary Panels (if not challenged on appeal) and Appeal Panels (in the event of an appeal) should be final and binding, without being subject to ratification by the Regulatory Committee or the Board.
3. Regulatory Procedures
A number of recommendations were made in respect of the Welsh Rugby Union’s regulatory procedures and processes, in particular, the Governance Steering Group was concerned that there was lack of clarity in certain areas and consequently a risk of confusion as to the arrangements for the discharge of the regulatory function.
As such, the recommendations made were intended to clarify matters, in particular in relation to the setting of criteria and the process for appeals.
It was recommended that the Criteria Review Panel should continue to set the relevant criteria, but would report to the Regulatory Committee for ratification/approval. The Compliance Department should continue to determine whether the relevant criteria has been complied with and make recommendations to the Regulatory Committee which would decide whether to uphold or reject any such recommendation and make any consequential decision. There should be a single right of appeal by a Club dissatisfied with a decision of the Regulatory Committee to an Appeal Panel appointed by the Board. The decision of the Appeal Panel would be final.
Following the Board’s approval of these recommendations on 29 July 2014, necessary amendments will be incorporated into the League Rules for 2014 – 2015.
4. Membership of the Board and Sub-Committees
A number of recommendations were made on which the Board decided that it would be necessary to consult with Clubs in order to receive their feedback. These relate to the ability of the Board to appoint up to two new non-Executive Directors and to limit the terms of office of non-Executive Directors. If the Board was to accept these recommendations, relevant amendments to the Articles of Association would be necessary – these would require the passing of appropriate special resolutions at the Annual General Meeting (requiring more than 75% support).
New non-Executive Directors
The Governance Steering Group recommended that the Board should be given the power to appoint two independent non-Executive Directors, one of whom should ideally be female. Any additional non-Executive Director should be appointed on merit and appointed in a manner which ensures a fair and transparent process for appointing the best available person. This should include an open application process.
It would be helpful to receive Clubs’ views on the recommendation that additional non-Executive Directors should be appointed pursuant to an open and transparent application and appointment process. In particular, it should be made clear to Clubs that it would be the Board (if such a recommendation was accepted) that would have the power and ability to determine such appointments and that there would not be an election involving Clubs. Clubs may therefore be concerned that Directors would be appointed without their ratification, but it should be made clear that the current District and National elections would not be effected and that this is a way for the Welsh Rugby Union to attract qualified and experienced truly independent non-Executive Directors. This would reflect the approach of other sports governing bodies, including the RFU and SRU.
The Governance Steering Group recommended that non-Executive Directors’ terms of office should be limited to twelve years for appointments after 1 August 2014. Such term limits would not be applied retrospectively and should exclude any period(s) served whilst representing the Welsh Rugby Union on the board/committee of the IRB, Six Nations and/or British and Irish Lions.
At the Board meeting of 29 July 2014, it was suggested that the limitation to terms of office should be expressed as being “up to twelve years”.
It would be helpful to receive Clubs’ views on the recommendation that the term of office of non-Executive Directors should be limited in this way.
A different limitation to terms of office of any non-Executive Director appointed by the Board could be established (e.g. a six year limit). In addition, the ‘privileges’ to be afforded to any such non-Executive Director would need to be considered by the Board prior to the commencement of any application process.
The Governance Steering Group also recommended that the Game Policy Committee be renamed as the Rugby Committee. This was accepted by the Board on 29 July 2014 and will need to be reflected in relevant documents, such as the Standing Orders.
5. Further Governance-related Considerations
A number of other governance-related recommendations were made by the Governance Steering Group.
Certain of these – namely, amending the Standing Orders and undertaking a comprehensive review of the Articles of Association – are necessary consequences of the acceptance of the Governance Steering Group’s other recommendations. As an internal document, the Standing Orders can be amended by the Board, whilst amendments to the Articles of Association require the approval of Members at the Annual General Meeting. Given timing, it will not be possible to conclude a comprehensive review of the Articles of Association prior to this year’s Annual General Meeting.
The Governance Steering Group was of the view that the Board should consider whether, on being elected as a non-Executive Director of the Welsh Rugby Union, an individual should relinquish any position held at a club. Such a provision would serve to minimise any potential conflicts of interest and would have the additional benefit of providing opportunities for others to become involved in the administration of clubs.
At the Board meeting on 29 July 2014, certain Directors expressed their opposition to such a recommendation, whilst others supported it. As such, Sir Robert Owen expressed the view that this recommendation was not agreed by all. It was accepted that this recommendation should be discussed with Clubs in order to obtain their views, but that this would be on the basis that it was explained that it was not supported by all of the Board.