So, we finally have the governance review. See http://gwladrugby.com/?p=1859
Having mentioned the topic at the turn of the year, I thought it would be useful to revisit the governance topic once again and review the changes proposed by the WRU.
It would be churlish to rubbish the whole document. So I think it is fair that I start with welcoming the idea that the WRU will be appointing 2 properly independent non-executive directors. It is also to be welcomed that one of these is female.
So what about the rest? Some suggestion has been made that we compare the make-up of the WRU board to the RFU. I think that was done to some extent back in January and more extensively by Team Moffo earlier this year.
I have a number of criticisms of the report (references to non-executive directors include the elected ones- independent non-executive directors refers to these two, new, appointed posts):
- The make-up of the review panel. This comprised of 3 employees (incl the CEO), 2 current non-executive directors (incl the chairman) and an independent chairman. Compare this to the fully independent review done by Slaughter & May on behalf of the RFU, and the SRU panel (1 staff member not the CEO, 3 non execs and an independent person). It is clear that when you have a governance review with such a bias towards paid staff, the review is unlikely to be as rigorous, given that the whole reason why governance is so important is so as to exert control over the staff. It is akin to letting criminals design a police force designed to catch the criminals. (I am not suggesting any criminal activity or any impropriety by WRU staff I should add).
- The time taken to come up with a 3 page document was two years. The Slaughter and May report for the RFU (http://www.rfu.com/abouttherfu/~/media/files/2011/aboutrfu/mjmc162.ashx ) is 166 pages and took less than 3 months. The SRU review (http://www.scottishrugby.org/sites/default/files/editor/docs/files/governance_review_panel_final_report_-_may_2014.pdf ), which may be a better comparison as the costs would be similar, ran from late 2013 and reported in May 2014. So 5-8 months. It runs to 30 pages. It should also be noted that for transparency both reports are published on the organisation’s website. The WRU one, is not. I am told that the excellent governance proposal in David Moffet’s manifesto was done in less than a day.
- The recommendations on board composition do not come anywhere near best practice. If we look at the Sport England paper on good governance for national sporting bodies (https://www.sportengland.org/media/74450/20120802-se-governance-strat-final-updatedfor-website.pdf) it highlights 6 key high level principles. Below we will match those against suggested WRU governance if these proposals were implemented:
|The legal/governance structure reflects good practice, allows for open recruitment to Board and provides adequate protection to members.||The proposals do not reflect best practice against benchmarks set by advisory groups such as Sport England, RFU & SRU. There is open recruitment, but independent non execs are such a small %, that adequate protection is not afforded to members.|
|The Board is effective. The Chair demonstrates strong leadership skills and an independent approach. The Board is well balanced, no one individual or group has unfettered powers of decision-making or dominates the Board. At least 25% of the Board – and ideally a third – are independent and the Board has an appropriate balance of skills. New members have inductions, terms are normally limited to 2 x 4 years and the Board critically evaluates its performance annually.||We would be concerned that given the under qualified nature of the majority of the board, that the CEO has the ability to dominate the board. This is why the % of properly qualified non execs is so vital. It is to protect the members of the Union from the union being controlled at the “whim of a madman”, to quote Dennis Hopper in ‘Speed’. Under these proposals around 10% of the board would be independent non execs. The restriction of terms to 3 x 4 years proposed also does not comply with best practice.|
|The Board’s remit and size supports effective decision-making. Ideally the Board size should not exceed 12 members. In exceptional circumstances where the Board size exceeds this number, the NGB must be able to justify this on the basis of organisational effectiveness. The Board is strategically, not operationally, focussed. There is an effective committee structure.||There is a committee structure. Clearly though the proposed board of 20 is too many. The RFU go to about 15, but the SRU model of 9 or 10 would be better, as would the FA model of 12. It is hard to see how a board of 20 improves organisational effectiveness.|
|Appointments to Board for the independent posts are via an open recruitment process. All appointments, including those drawn from the membership, are informed by skills needs which are regularly assessed and there is evidence of a skills-based assessment and appointment process for all Board positions. The Board actively works to attract a diverse range of candidates representative of the community that it serves or seeks to engage.||It does appear from the paper that this recommendation will be followed for the independent non-execs.|
|Decision-making processes are clearly documented, approved and communicated. Decisions are made at the appropriate level.||Without detailed knowledge of how the WRU works, this cannot be commented upon. However, anecdotal evidence from some suggest this is an issue. For example, did the current WRU board instruct the CEO to start negotiations with the National Team Coach on a new contract, or did the CEO commence and complete those negotiations without board approval?|
|Transparency and accountability is intrinsic to the way the Board, the CEO and the wider NGB operates.||The WRU does not seem especially transparent. See the above examples of the publication of governance reviews. Also we have learnt that the RFU publish minutes of their council meetings (the council being the body that represents the grassroots of the game). The RFU also publish the volume of ‘gravy’ that council members can consume! If only the WRU did that!|
Finally, there is a sting in the tail of the report. It states that the panel “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.” This would mean for example that were Gareth Davies elected onto the board of the WRU, he would have to step down from his day job as Dragons CEO. This is ludicrous. It would be claimed to be there to prevent conflicts of interest of a board member and the club he represents. In all seriousness, how often do the affairs of a small club get discussed and decided on at board level? I would this is very rare. And in those circumstances the board member would absolve themselves. Why does the WRU not adopt the excellent guidance provided by Slaughter & May to the RFU? Which is on public record.
Change must happen. This isn’t change. This is just making the windows of the gravy train look pretty.