A letter to members relating to amendments to the Club Rules as proposed by the Committee by way of Special Resolution at the Annual General Meeting to be held at Edgbaston on Wednesday 28 February, 2018, at 7pm and as set out in the attached Agenda for the meeting.
An invitation to a Members Forum to be held at Edgbaston on Monday 19 February, 2018 at 7pm, which will include an opportunity to ask questions in respect to the Special Resolution.
Dear Member,
Background
The Club’s strategic aim is to be the best Cricket business in the world. This objective includes the performance of all our cricket teams in all formats of the game; our delivery of major domestic and international matches and the operation of a world class sports, conference and events venue.
To support this aim, it is critical that the Club’s governance meets the standards and demands of the ever changing environment in which it operates.
The Need for Change
Following several scandals involving both World and UK sporting organisations, corporate governance of sports bodies has come under ever greater scrutiny. This was highlighted by the release in 2016 of the Sport England Governance Code (The Code). Members of the England & Wales Cricket Board (ECB) have recently approved a restructuring of their Board of Directors in order to comply with The Code, in the absence of which they would be unable to receive Government funding. The ECB has been clear that it expects the First Class Counties to follow suit. In addition to this clear direction from Sport England and the ECB, as a forward thinking and progressive organization we believe that this is simply the right thing to do.
Against this background, the Management Board and your Committee undertook a review of the Club’s present governance model. The outcome is a recommendation to change the present structure using the following criteria, namely it should –
- Resolve uncertainties as to the roles of the Committee and the Management Board and create a single body that is responsible for overseeing the management of the club
- Protect the integrity of a Members Club while at the same time providing for the recruitment of Directors with the necessary skills, experience and network required to support our aim of being the Best Cricket Business in the World
- Allow refreshment of the Board in a timely manner
- Recognise and facilitate diversity within the Board.
Presently the Club is managed by the Committee and the Management Board
The Committee consists of –
- Twelve members elected by the Membership for a four year term, with the limitation since 2014 that a member can serve no more than three such terms, and that no member may offer themselves for election, or re-election. having passed the age of 70
- Chief Executive and Finance Director/Chief Operating Officer (ex Officio)
The Management Board consists of –
- Five members of the Committee, including the Club Chairman, who are elected annually by members of the Committee
- Three Appointed Directors, who are appointed by the Committee for an initial term of three years, renewable for two further terms subject to the approval of the Committee
- Chief Executive and Finance Director/Chief Operating Officer (ex Officio)
The Committee retains powers relating to approval of Financial Statements, the annual budget, defined contractual agreements and membership subscriptions. All remaining powers are delegated to the Management Board.
Safeguarding the interests of the membership under the proposed changes
Broadly, the review recommended that the management of the Club be vested in a Board and that a Members’ Committee be established to promote and protect the interests of the membership. There are important safeguards for members of the Club in this arrangement.
- Members will continue to retain the ability to submit a resolution for consideration at Annual General Meetings and to convene a special general meeting to consider any resolution, including the removal of Board members. The number of Members required to raise a resolution, or to requisition a meeting will remain as the greater of 250 or 5% of the total voting rights of all members. The required majority to pass a resolution will remain as two-thirds of those voting.
- Member Elected Directors of the Board, together with the two Members’ Committee nominated Directors, will represent 62.5% of the total number of Non-Executive Directors on the Board.
- The appointment of Appointed Directors will be subject to ratification by a simple majority of members voting at the Annual General Meeting immediately following their appointment.
- All nominations for election to the Board, whether existing Board members seeking re-election or Club members supported as now by ten other members, will require a recommendation by the Nominations Committee.
- Nominations Committee will be set up to review all nominations to the Board, with the intention of ensuring that the Board has available to it the skills and experience appropriate to meet the demands of the Club’s operating environment. In so doing, it will be required to take into account the need for diversity of gender and ethnicity on the Board. The committee will consist of the Club Chairman, the Senior Independent Director, an Appointed Director, a member of the Members’ Committee, and the Chief Executive.
The proposed new governance structure
- The management of the Club is to be vested in a Board, and the Club’s present Committee and Management Board and all sub committees of the Committee be dissolved and cease to exist.
- It is proposed that the Board consist of –
- Three Elected Directors to be elected by the membership in the Annual General Meeting, each to serve a term of three years and, subject to transitional arrangements for members of the present Committee, be renewable for two further terms subject to election by the Members.
- Two members of the Members Committee (see below), being the Chairman of that committee plus one other, both elected by members of that committee
- Three Appointed Directors, each to serve for an initial term of three years, renewable for two further terms
- The Chief Executive and Finance Director/Chief Operating Officer, both ex-officio
- The Chairman of the Board will be a non-executive director who will be elected by the members of the Board from within their own number and will also act as the Club Chairman. This election will be for an initial term of 3 years renewable for one further term.
- One of the Appointed Directors will be nominated as the Senior Independent Director, who will be responsible for resolving conflicts between the Chairman and other Board members together with the annual appraisal of the Chairman. All other Non-Executive Directors will be appraised by the Chairman.
- A Members’ Committee be established to promote and represent the views of the Membership, and ensure their interests are taken into account by the Board. It will have no power to make decisions binding on the Club.
- It is proposed that the Members’ Committee consist of –
- Ten Members of the Club to be elected by the Membership at the Annual General Meeting, each to serve a term of three years and, subject to transitional arrangements for members of the present Committee, be renewable for two further terms subject to election by Members.
- Subject to the approval of these changes by the Membership at the Annual General Meeting, it is proposed that the consequential New Rules commence on the date when they are given approval by the Financial Conduct Authority (‘the Effective Date’).
Transitional Arrangements
Prior to the Effective Date the present Committee will decide –
- Which three members of the Committee be designated as the Elected Directors of the new Board
- Which three Appointed Directors, presently members of the Management Board, be designated as Appointed Directors of the new Board
- Which members of the existing Committee serve as members of the Members Committee
After the Effective Date
The Members’ Committee will –
- elect its Chairman and one further member to take up the Members’ Committee representation on the Board
- elect a member to represent it on each of the Nominations, Audit, Cricket Audit, and Remuneration Committees
- take the necessary steps to advertise any vacancy it may have upon formation, with an expectation that any consequential nominations will be considered at the 2019 Annual General Meeting.
These proposed amendments to the Rules are necessary to ensure that Warwickshire County Cricket Club as a Members’ Club continues to exercise strong governance of its affairs. Your Committee recommends support of the Special Resolution placed before the Annual General Meeting.
A copy of the Rules, with highlighted changes, is available on www.warwickshireccc.com. A copy is also available for inspection at the Club Shop and Ticket Office which is open Monday to Friday, 10am to 5pm.
Accompanying the agenda for the meeting is a voting paper which may either be returned in the pre-paid envelope also enclosed, or lodged during the meeting. Only postal votes arriving with the Scrutineers by 6.30 pm on the 28 February will be counted.
There will be a Members Forum at Edgbaston on Monday 19th February at 7 pm which will deal with any questions or comments about the proposed changes. The evening will also provide an opportunity for Ashley Giles to share his thoughts on the forthcoming season. I very much hope you will join me at this event.
Norman Gascoigne
Chairman
Q’s and A’s
Q. The Club does not directly receive funding from Sport England, so why is the Code of Governance relevant?
A. While the Governance Code issued by Sport England is primarily aimed at Sport National Governing Bodies, the requirements also apply to the First Class County Clubs as a target for good governance. The Committee is also mindful of the need to manage the Club’s affairs in a manner that meets a standard acceptable to all our key stakeholders and commercial partners, not just the ECB.
Q. Are other First Class Counties going through a similar process?
A. Within the 18 FCC there are a range of governance models, some of which are already more closely aligned to the Governance Code than is the case at WCCC. Over the next three years or so it is expected that all will be taking steps to come closer to operating in a manner in line with the Code.
Q. Why is the existing Committee and Management Board structure inappropriate?
A. A single body, in our case accountable to the Membership, is an accepted principle of good governance. The present structure of the Committee and Management Board can create uncertainty as to respective responsibilities. In addition, there is a significant duplication of effort by the Executive in ensuring both are appropriately well informed.
Q. So why is a Members Committee being proposed, as well as a Board?
A. As a Members’ Club, there must be means by which the opinions of members can be channeled. Members’ forums are one way of doing this, but we consider that a Members’ Committee, provided for in the Club Rules, will add more value. The proposed structure ensures that two members of the Members’ Committee sit on the Board, and that each of the Board Committees has a Members’ Committee member. Not only that, but the Board’s minutes will be circulated to the Members’ Committee. The Chairman and Chief Executive will also attend their meetings so that Board decisions and strategy can be examined to ensure that the Membership’s interests are being taken into account.
There are examples of Members’ Committees at other FCC but none offer the level of formal engagement proposed for WCCC.
Q. Why does a Club member, supported by the required number of signatures, have to gain the support of the Nominations Committee to be able to stand for election to the Board as an Elected Director?
A. To ensure that the appropriate breadth of skills and experience within the Board is maintained. Any nominations will be assessed against these requirements. Nominations which meet the needs will be supported.
Q. Will the support of the Nominations Committee be required to stand for election to the Members’ Committee?
A. No. The Members’ Committee will consider its own skills and experience requirements, which will be
circulated to the Membership. The appropriateness of a nominee will be a decision of the
Members’ Committee.
Q. Will there still be a Cricket Committee?
A. The role of the Cricket Committee has reduced in relevance over the last decade as initially the Director of Cricket and now Sport Director has assumed the executive responsibilities previously fulfilled by the Cricket Committee. It is anticipated that the Sport Director will still wish to draw upon the experience of former Bears but this can be achieved as part of his/her Cricket Department communications and management plan. However, the Committee believes that it is important for a committee of the Board to have the opportunity to challenge the Sport Director and Chief Executive on matters of cricket strategy and budget, coaching structure, playing performance and player welfare issues.
Q. What will happen if the necessary two thirds of members voting on the resolution is not achieved?
A. In that case, the Committee will need to understand the reasons for the lack of support and if need be
re-construct the proposals so as to gain increased acceptance at a subsequent Special General meeting. Continuation of the existing governance model is no longer considered appropriate.
