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RUGBY UNION ANNUAL GENERAL MEETING 2021 AGENDA

1. To consider and approve the minutes of the Annual General Meeting held on Friday 12 June 2020.

2. To receive a report from the Chief Executive for Season 2020/21.

3. To receive a Financial Report and to review the Annual Report and Accounts 2019/20 (previously circulated).

4. To appoint BDO LLP as Auditors to audit the 2020/2021 financial statements.

5. To approve changes to the Rules attached to this Notice as Appendix 2

6. To consider any other business of which due notice shall have been given.

7. To hear any other relevant matter for the consideration of the Council and/or the Board of Directors during the ensuing year, but on which no voting shall be allowed.

8. To approve the following Board appointments: 8.1 Chair of the Board of Directors 8.2 Independent Non-Executive Director

9. To elect the President, Senior Vice-President and Junior Vice-President for season 2021/22.

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AGENDA ITEM DETAILS

ITEM 4 TO APPROVE THE APPOINTMENT OF AUDITORS FOR 2020/21

To appoint BDO LLP as Auditors to audit the 2020/2021 financial year. This is recommended by the Board of Directors and the Audit and Risk Committee.

ITEM 5 TO APPROVE CHANGES TO THE RULES

To approve the changes to the Rules, as set out in a redline version in Appendix 1 and a clean version in Appendix 2. We would like to highlight the following changes: Rule 21.1 – signature of the Annual Report and Accounts Currently, the Rules require that the annual report and accounts are signed by the CEO and two Council members. The Co-operative and Community Benefit Societies Act 2014 requires that these are signed by the “Secretary” (who for the purposes of the Act is the RFU’s Chief Executive) and two members of the “Committee” (who for these purposes are members of the Board). In order to marry these two requirements, the annual report and accounts are currently signed by the President, the Chief Executive, the Chair of the Board and the Chief Financial Officer. The Powers of Council Working Group, led by the Senior Vice-President Nigel Gillingham, proposed regularizing this, and better separating the roles of Board and Council. As it is ultimately the Board who is responsible for the annual report and accounts, it is proposed that it is only Board members who sign the annual report and accounts. The proposed draft Rules therefore would require that the annual report and accounts are signed by the Chief Executive and two other members of the Board. It is intended that in practice this would continue to be the Chair of the Board and the CFO. While the President would no longer sign the annual report and accounts, it is proposed that the annual report and accounts contains a statement from the President on behalf of the Council as to how the Council has fulfilled its constitutional role of monitoring and oversight of the Board on behalf of the members. Rule 16 – Powers of the Council In October 2020, the Powers of Council Working Group recommended a rationalization of the powers of the Council. Council’s powers under the Rules were last reviewed as part of the changes to the Rules to meet the Sport Governance Code – the changes here do not mark a material change. Council remains responsible for monitoring and oversight of the Board, and is able to make appointments to the Board, and remove Board members in certain circumstances. The powers are re-ordered and grouped thematically. The one substantive change is the removal of the requirement to approve the constitutions of certain National Representative Bodies. Given that the Council does not have the power to approve the constitutions of Constituent Bodies or other members, this power appeared anomalous. Rule 12 – Size and composition of the Board The latest external Board Effectiveness Review undertaken in 2020 recommended a reduction in the size of the Board in order to make it fitter for the future. This also ties in with the requirements of the Sport England Governance Code. The Board considers that a size of 12 members is appropriate for the RFU. This is larger than many companies, including FTSE 100 companies, but the Board considers that the needs of the RFU as a members’ organization, and the complex needs of the game as a whole, means that a larger board with broader experience is more appropriate.

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The proposal is that Council Members remain the largest grouping on the Board, with six representatives. From 1 August 2022, the Board will comprise the chairs of the main rugby committees (the Community Game Board, the Governance Standing Committee and the Professional Game Board), plus three Council Elected Directors. In addition, there will be the chair of the Board, three Independent Non-executive Directors, the Chief Executive Officer and Chief Financial Officer. The current Chief Commercial Officer will remain on the Board for such time as he remains with the RFU, but should he leave, his replacement will not be a member of the Board. This is also reflected in the transitional provisions in Rule 35. Other changes The only other changes are stylistic or to clarify wording, with the word “chairman” replaced by “chair” and the modernisation of phraseology, and to make clear that Constituent Bodies can operate elections for the RFU Council by email as well as by post.

ITEM 8 TO RATIFY APPOINTMENTS TO THE BOARD OF DIRECTORS

The Board and the Council have approved, and Members are asked to ratify, the following appointments to the Board of Directors: 8.1 Chair of the Board of Directors TOM ILUBE CBE Chair, African Gifted Foundation; Non-executive Director, WPP; Non-executive Director, BBC Founder & Chief Executive Officer, Crossword Cybersecurity plc Tom Ilube has had an extremely innovative executive career and now has a non-executive portfolio of interest and impact. He brings depth and breadth of experience across the worlds of technology, business, media, entrepreneurship, education and philanthropy. Tom is passionate about rugby, having played in his youth for Welsh and since supported and encouraged his son, who has been in the academy system and now plays at university. The sport and community have been a transformative part of Tom’s life in the UK and he remains a committed supporter and fan; as a local resident, he attends frequently.

Executive Career and Commercial Awareness Tom’s 30-year career in the UK technology sector has included roles at PricewaterhouseCoopers, Goldman Sachs and the London Stock Exchange (LSE). One of his most notable roles was as part of the founding team and as Chief Information Officer of Egg Banking plc, the UK's first internet bank which was born out of Prudential in the late 1990s and was floated on the LSE in the early 2000s. Subsequently he founded Garlik, a technology start-up focused on online identity, raising over £10m in venture funding. Garlik was funded by venture capital investors 3i and Doughty Hanson Technology Ventures and subsequently DFJ Esprit and ultimately sold to Experian. He was involved with a private equity backed management buy-out, Callcredit, prior to founding the London Stock Exchange AIM market listed technology commercialisation company, Crossword Cybersecurity Plc, where he is CEO. His career overall is one of an adroit, modern business leader and entrepreneur. Tom additionally holds an MBA from Cass Business School and can evidence both agility and responsiveness to changing markets; as such, he clearly has the requisite financial and commercial acumen for success in role.

Governance and Chairing Experience In parallel with his executive career, Ilube has developed a portfolio of non-executive roles and additional interests. He is a Non-Executive Director of the BBC, serving on their Audit and Risk Committee and acting as Chair of both the BBC Fair Trading Committee and the BBC Diversity and Inclusion Advisory Group, as well as being responsible for Whistleblowing across the Group.

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In 2020, Tom joined the board of FTSE100 creative transformation company, WPP plc, where he has been actively contributing to the evolution of their offer and growth strategy, as well as contributing to discussions around diversity at the Company and across the industry. Tom serves on the WPP plc Audit, Remco and Nominations Committees. In addition, Tom is the Founder and Chair of the African Gifted Foundation, and launched the African Science Academy, Africa’s first all-girls’ science and technology academy, to identify and educate exceptionally gifted young women from across the continent. He is additionally an Honorary Fellow of Jesus College, , and an Advisory Fellow at St Anne’s College, Oxford. He has served as Chair of Ada, the UK’s National College for Digital Skills, and was the founding Chair of Governors of Hammersmith Academy.

Diversity and Inclusion Tom is a well-known and established champion of diversity and inclusion. During his career, he has not only represented this through his own successes, becoming a role model for many, but has also consistently advocated the value add of greater equality, diversity and inclusion in terms of the impact it can have on an organisation’s performance.

8.2 Independent Non-Executive Director

POLLY WILLIAMS Non-Executive Director & Chair, Audit & Risk Committee, Jupiter Fund Management; Non-Executive Director & Chair, Risk Committee, Royal Bank of Canada Europe & London Branch; Non-Executive Director, XP Power; Trustee & Chair, Finance and Investment Committee, Guide Dogs for the Blind Association; Former Partner, KPMG. Polly Williams is an experienced board member with extensive experience in the financial services industry, and a strong foundation in audit initially in her executive role and now as a Chair of multiple relevant committees. She has had wide exposure to a variety of different financial contexts and is used to operating in both large, complex structures and smaller organisations, showing her adaptability. She played rugby during her time at university and in interview recounted stories of her time as a young female in the game during an important era for women’s sport. She remains a committed supporter going to most games at Twickenham as a debenture holder. She showed strong engagement with the RFU’s business issues and an ambition to see it succeed given its social impact.

Executive Career and Commercial/Business Acumen Polly is a qualified chartered accountant and enjoyed a successful career at KPMG, including five years as Partner before retiring in 2003. During this time, she was responsible for the Group Audit of HSBC Group which required preparation of consolidated statutory accounts across global territories. She also had a range of other large international clients including Credit Suisse First Boston, Credit Suisse Financial Products, DLJ, and NatWest Markets.

Corporate Governance and Non-Executive Director Experience In addition to Jupiter Asset Management, where she is Chair of the Audit and Risk Committee, her current non-executive roles include Senior Independent Director at the Royal Bank of Canada Europe where she is additionally Chair of the Risk Committee, and recently interim Chair. Outside of the financial services sector, she is a Non-Executive Director of XP Power Limited, a developer and manufacturer for the electronics industry. She has recently stepped down from the Board of TSB Group plc where she was Chair of the Audit Committee.

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Diversity and Inclusion Over recent years, she has developed a deepening interest in corporate responsibility and sustainability within financial services and more broadly financial decisions. Working in retail banking, she is particularly mindful of issues of equality and how the socially less economically advantaged often suffer the most from banking charges and benefit least from interest. She is committed to unpacking these issues and using her position to enable positive change for a fairer society.

ITEM 9 TO ELECT THE PRESIDENT, SENIOR VICE-PRESIDENT AND JUNIOR VICE-PRESIDENT FOR 2021/22 The nominations proposed by the Council in accordance with Rule 8.2(i) are set out below. Due to the extraordinary situation caused by Covid, the Council agreed to recommend that the current Presidential team for season 2020/21 remain in place for season 2021/22. This will assist in providing stability to the RFU. President HH Jeff Blackett Senior Vice-President Nigel Gillingham OBE Junior Vice-President Rob Briers

Jeff Blackett is a former Senior Circuit Judge, Deputy High Court judge and the Judge Advocate General of the Armed Forces. He is president of US Portsmouth RFC and a life member of the . He joined the Council in 2000 as the Royal Navy representative and was the Honorary Disciplinary Officer from 2003-2013. He joined the Board of Directors as Chairman of the Governance Standing Committee and subsequently served as the Chair of the Professional Game Board.

Nigel Gillingham was a member of the RFU Council representing the RAF Rugby Union for nine years until 2007 and, during the last four years of that period, he was a member of the RFU Management Board, and was also the RFU’s representative on the Rugby Players’ Association. He became a RFU Council representative in 2012. He has also served on the Governance Standing Committee and chaired the Powers of Council Working Group. He previously chaired the Game Development Subcommittee, and was a member of the Community Game Board, and the International Rugby Ticketing Subcommittee. Nigel played for England U23s, Loughborough College, and the RAF.

Rob Briers has served as a Council Representative for since 2004 and as Chair of the Community Game Board from 2011 to 2017. He is also a director of Twickenham Experience Limited. He has chaired the Competitions Subcommittee and County Championship Group and has served on the Governance Standing Committee, Player Development Subcommittee and Championship Committee. He is Past President of Lancashire County and played for , Lancashire, North West Counties, the North of England and England U23s.

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RULES OF THE RFU

RUGBY FOOTBALL UNION

REGISTERED NUMBER: 27981R

I. NAME, OBJECTS AND POWERS

1. Name

The Society shall be called the ‘ Union’.

2. Definitions and Interpretation

2.1 Except where the context otherwise permits or requires, the words and expressions listed in Rule 34 shall bear the meanings given to them therein that Rule.

2.2 Subject to the provisions of the Act any difference of opinion as to the interpretation of these Rules or on any matter not provided for therein in these Rules shall be decided by the chairmanchair of a General Meeting at such meeting or by the Council in every other circumstance, and every such decision shall be recorded in the minutes and shall be accepted as the true meaning until thereafter otherwise interpreted on due notice at a subsequent General Meeting.

2.3 Any reference to a statute or statutory provision is a reference to that statute or statutory provision as amended, consolidated, replaced and/or re-enacted from time to time and includes any subordinate legislation from time to time in force made under it.

3. Objects

3.1 To encourage the Game, and its values, to flourish across England.

3.2 To grow the Game in England through the Union’s performance and values, namely teamwork, respect, enjoyment, discipline and sportsmanship.

3.3 To administer the Game as its governing body in England.

3.4 To promote the playing and administration of the Game in England in accordance with the Laws of the Game, the RFU Regulations and Regulations.

3.5 To promote inclusivity and diversity within the Game.

3.6 To assist the development and playing of the Game throughout the world.

3.7 To provide, maintain and operate a national stadium or stadia.

3.8 To operate representative men’s and women’s teams.

RFU RULES 1 of 32 Effective from 1 August 20210 Appendix 1

4. Powers of the Union

To further its objects the Union shall have the power to do all such things as are incidental or conducive to the objects of the Union including (but not limited to) all or any of the following:

4.1 Either directly or indirectly to employ, invest and deal with the assets and funds of the Union for the objects of the Union in such manner as shall be considered by the Board of Directors to be expedient, and to do all such other acts and things and carry on all such other activities (including (but not limited to) leasing, sub-leasing, releasing, renting, acquiring, altering, erecting, holding, selling, improving, developing, repairing, hiring, lending with or without security or otherwise dealing with real and personal property of any kind) as shall be considered by the Board of Directors to be necessary or expedient for the purposes of the Union or the advancement of its interests.

4.2 To raise or borrow money for the purposes of the Union (whether secured or unsecured) as the Board of Directors (subject to Rule 16.1(e)) think fit in accordance with the following provisions: (a) Any sum or sums raised or borrowed may be on mortgage, charge, bonds, or debentures of all or any of the funds or property of the Union and whether or not including any floating charge of the whole or part of the undertaking property and assets of the Union both present and future. (b) At the time of the borrowing the sum of the amount remaining undischarged of monies borrowed and of the amount of the proposed borrowing shall not exceed one hundred and fifty million pounds (excluding any borrowing from government) or such other greater sum as Members in General Meeting may from time to time determine provided that for this purpose: (i) There shall be excluded from the calculation of the amount remaining undischarged of monies borrowed such sums as shall be required to repay any ticket debenture that has 25 or more years unexpired until its maturity provided that no event has occurred which could have the effect of accelerating the maturity date; (ii) The amount remaining undischarged of any deferred interest or index linked monies or in respect of any deep discounted loan, loan stock, bond or other security previously borrowed or issued by the Union shall be deemed to be the amount required to repay such borrowing or security in full if such borrowing became repayable or redeemable at the time of the proposed borrowing or issue; and (iii) The amount of any proposed borrowing intended to be deferred interest, index-linked or by way of any deep discounted loan, loan stock, bond or other security shall be deemed to be the proceeds of such proposed borrowing or issue receivable by the Union at the time of the proposed borrowing or issue. (c) The Board of Directors may determine from time to time subject to Rules 4.2(a) and 4.2(b) the terms and conditions upon which money is raised or borrowed or security is issued and may vary such terms and conditions.

4.3 To enter into partnership or any other arrangement for sharing profits or any joint venture or cooperation with any company or person carrying on engaged in or about to carry on or engage in any business or transaction and to subsidise or otherwise assist any such company or person.

RFU RULES 2 of 32 Effective from 1 August 202120 Appendix 1

4.4 To become surety for or guarantee the carrying out or performance of any and all contracts, leases and obligations of every kind of any company any of whose shares are at any time held by or for the Union or in which the Union is interested or with which it is associated.

4.5 To enter into transactions with lenders and/or third parties for the purpose of managing the risk to the Union arising from changes in interest rates on loans and/or other borrowings of the Union from time to time or from other factors affecting the activities or finances of the Union.

4.6 To apply for and hold any licences that may be required for or in connection with the activities of the Union and (among other things) to provide catering and such other facilities as the Board of Directors shall consider desirable.

4.7 To assist Clubs in the playing of the Game and in the provision of playing facilities including (among other things) playing fields and sports accommodation.

4.8 To invite, receive and make donations for or otherwise promote or assist in the development or continuance of facilities for the prestige of the Game or any other sport or recreation.

4.9 To support (whether by direct subscription, the giving of guarantees or otherwise) any charitable, benevolent or educational fund, institution or organisation, or any event or purpose of a public or general nature, the support of which will or may, in the opinion of the Board of Directors directly or indirectly benefit, or is calculated so to benefit, the Union or its activities or its employees, ex-employees, players, former players or their dependants.

4.10 To promote, arrange and organise leagues, competitions and tournaments for and between Constituent Bodies and Clubs.

4.11 To engage the Chief Executive and other officials and employees upon such terms and at such remuneration as the Board of Directors may deem appropriate, and to dismiss or retire any of them as may be necessary.

4.12 To provide pensions, insurances and other benefits to employees or ex-employees of the Union or the dependants and relatives of any such persons and to establish and maintain or concur in establishing and maintaining trusts, funds, schemes or other arrangements (whether contributory or non-contributory) with a view to providing such benefits including (but not limited to) retirement benefits and/or life assurance schemes.

4.13 To pass such resolutions relating to the policies of the Union and such regulations which shall be binding on all Constituent Bodies, National Representative Bodies, Referee Societies and Clubs and their respective members, servants and employees and those others under the jurisdiction of the Union as are considered necessary for the better governance and regulation of the Game in England.

4.14 To settle, conduct, enforce or resist either in a court of law or by arbitration any suit, debt, liability or claim by or against the Union.

4.15 To pass such instructions and directions which shall be binding on all Constituent Bodies, National Representative Bodies, Referee Societies and Clubs and their respective members, servants and employees and those others under the jurisdiction of the Union as are considered necessary for the better management, organisation and administration of the Game in England.

RFU RULES 3 of 32 Effective from 1 August 202120 Appendix 1

4.16 To appoint an independent Rugby Judiciary with a nominated individual as its head who shall be called the Head of Rugby Judiciary. The Head of Rugby Judiciary shall be appointed through an independent process and serve for a fixed term of up to three years which may be renewed subject to a maximum aggregate term of six years. The Union shall make Regulations governing the appointment and terms and conditions of the independent Rugby Judiciary, and those Regulations may not be varied by Council unless approved by two thirds of Council members at a Council meeting.

4.17 To indemnify any Council Member, member of the Board of Directors or person performing a duty on behalf of the Union, out of the Union’s assets against all costs, charges, losses, expenses and liability suffered or incurred by him/her in the execution and discharge of his or her duties in good faith carried out on behalf of the Union. This Rule does not authorise any indemnity which would be prohibited or rendered void by any provision of the Act or by any other provision of law

4.18 To do any other thing which is or may be incidental or conducive to the attainment of the objects of the Union or the interests of the Game.

II. MEMBERSHIP AND CONSTITUENT BODIES

5. Members

5.1 The Members of the Union shall be the entities and individuals whose names are for the time being entered in the Register of Members.

5.2 In addition to Clubs duly admitted to membership, the following shall be Members:

(a) all Council Members for such period as they are Council Members;

(b) all Constituent Bodies;

(c) all National Representative Bodies; and

(d) Referee Societies admitted to membership of the Rugby Football Referees Union and which are duly admitted under Rule 5.3.

5.3 Subject to Rule 5.2: (a) the Council shall from time to time determine the criteria and conditions applicable for the approval of membership; and (b) the decision as to admission of prospective Members shall be made by the Governance Standing Committee.

5.4 The admission to membership shall constitute an undertaking by that Member on behalf of itself and, for a Corporate Member, its members and employees, in each case to be bound by these Rules, the RFU Regulations, the Laws of the Game and the World Rugby Regulations.

5.5 A Member may withdraw from the Union at any time by giving to the Chief Executive written notice of the intention so to do provided that the Member shall remain liable for all monies then due and owing to the Union. That former Member shall remain bound by these Rules insofar as these Rules relate to any obligations to the Union of that former Member which were in place on or before the Member’s membership of the Union terminated or otherwise relate to the Member’s membership of the Union.

RFU RULES 4 of 32 Effective from 1 August 202120 Appendix 1

An Individual Member’s membership shall terminate when he or she dies, and the membership of a Member who is not an individual shall terminate when it ceases to exist. Following termination of membership (whether by death, withdrawal or otherwise), no representatives of deceased members or trustees of the property of bankrupt members or any other nominees of the former member shall have any claim on any property of the Union.

5.6 A Corporate Member shall be liable to suspension or termination of its membership or privileges as the Governance Standing Committee may determine if: (a) it shall cease to satisfy the criteria and conditions for membership as determined by the Council under Rule 5.3; and/or (b) it shall cease to be in membership with its (or a) Constituent Body; and/or

(c) it does not conform to any reasonable directive by the Council and/or the Board of Directors as to its standards of play, administration or general behaviour.

5.7 The Council shall have power to recognise as an associate of the Union (but not as a Member) any Overseas Union or Overseas Club upon such terms and with such privileges as the Council shall from time to time decide.

5.8 The Council may from time to time determine the criteria and conditions for non-voting membership of the Union upon such terms and with such privileges as the Council shall from time to time decide.

5.9 Save in respect of any Past President elected to the Council pursuant to Rule 16.1(c) for the period that he or she serves as a Council Member, Past Presidents of the Union shall not be Members but shall be entitled to such rights and privileges as the Council may from time to time determine.

5.10 The Council shall have power to recognise any person whose service to the Union or to the Game shall in its opinion merit such recognition by granting such rights and privileges as the Council may from time to time determine. The Council shall have the power to remove, suspend or vary the rights and privileges it has granted to a person pursuant to this Rule 5.10 for any infringement of these Rules, the RFU Regulations, the Laws of the Game or World Rugby Regulation or for any conduct which is prejudicial to the interests of the Union or the Game or for any other reason which is for the benefit of the Union.

5.11 Each Corporate Member shall comply with any Regulations made by the Union in relation to financial matters In addition each Corporate Member shall on 1 September each year pay to the Union such annual subscription as the Council may from time to time determine.

5.12 The Union shall have power to discipline any (a) Member; (b) Rugby Body; (c) non-voting member of the Union; (d) any player, official, member or employee of a Member or a Rugby Body; or (e) any other person or body that submits to Union’s jurisdiction to discipline them;

RFU RULES 5 of 32 Effective from 1 August 202120 Appendix 1

for any infringement of these Rules, the RFU Regulations, the Laws of the Game or the World Rugby Regulations and/or for any conduct which is prejudicial to the interests of the Union or the Game or which amounts to cheating. The Union may terminate or suspend membership of the Union or impose any other appropriate punishment for any such offence. The procedure for and the conduct of disciplinary hearings shall be prescribed by the Council and shall be published in the Handbook or on the Union’s official website.

6. Constituent Bodies and National Representative Bodies

6.1 There shall be no formal tier of administration between the Council and the Constituent Bodies to facilitate the administration of the Game by the Union in accordance with its objects, these Rules, the RFU Regulations, the Laws of the Game and the World Rugby Regulations, and to secure the representation of Clubs and Schools on the Council, each one of them shall be allocated to a Constituent Body. 6.2 Each Club and referee society shall be allocated to a Constituent Body and shall be entitled to vote at every election of a representative or representatives to represent that Constituent Body and its allocated Members on the Council in accordance with Rule 18. 6.3 The following Rugby Bodies shall be Geographic Constituent Bodies within the meaning of these Rules and shall have the number of Representatives on Council as is set out alongside their respective names: (1) Kent (1) (1) Lancashire (2) Cambridge University (1) Leicestershire (1) (1) (2) (1) North (2) (1) Northumberland (1) Devonshire (1) Notts, Lincs & Derbys (2) & (1) (1) Durham (1) Oxford University (1) Eastern Counties (1) (1) East Midlands (1) Staffordshire (1) Essex (1) (2) Gloucestershire (2) Sussex (1) Hampshire (1) (1) Hertfordshire (1) (2)

6.4 The following Rugby Bodies shall be National Constituent Bodies within the meaning of these Rules and shall have the number of Representatives on Council as is set out alongside their respective names: (1) (1) England Colleges (1) Rugby Football Referees Union (1) ERFSU (2) SRFU (2) Rugby Union (1)

6.5 The following Rugby Bodies shall be National Representative Bodies within the meaning of these Rules and shall each have one Representative on Council: Championship Clubs Committee Premier Rugby Limited National Clubs Association Rugby Players’ Association

RFU RULES 6 of 32 Effective from 1 August 202120 Appendix 1

6.6 The allocation of each Club and referee society to a Constituent Body shall be made by the Council, and no Club or referee society may transfer from one Constituent Body to another without the permission of the Council. The allocation of a Club (or a club if such club is not a Member) or referee society shall not prevent it from being a member of another Constituent Body, but such additional membership shall in no way alter or affect its allocation nor shall it confer a right to vote in the election of a Representative to the Council for such other Constituent Body. For the avoidance of doubt, Clubs who are members of the Championship Clubs Committee and the National Clubs Association may have a right to vote in the election for those Rugby Bodies as appropriate, as set out in Rule 18.3).

6.7 The Constituent Bodies together with their allocated Clubs as at 31 May each year shall be made available on the Union’s website or the Union’s Yearbook publication, provided that in the case of the ERFSU this Rule shall have been complied with if the Schools in membership with it are listed on the website of the ERFSU.

6.8 No proposal to amend the Rules to create a new Geographic Constituent Body shall be put to the Members in General Meeting unless that new Geographic Constituent Body would have at least 30 Clubs in membership of it and the creation of that new Geographic Constituent Body would not result in an existing Geographic Constituent Body having fewer than 30 Clubs in membership of it.

6.9 The Council may make Regulations to set criteria for the creation of new National Constituent Bodies. No proposal to create any new National Constituent Body shall be put to the members in General Meeting unless the applicant meets the criteria set in those Regulations.

III. MEETINGS OF MEMBERS

7. General Meetings

7.1 All General Meetings shall be held at Twickenham or elsewhere in England as the Council may determine.

7.2 Any General Meeting other than an Annual General Meeting shall be called a Special General Meeting.

7.3 The chairmanchair of all General Meetings shall be the President. If the President is not present at a General Meeting, or if he or she does not wish to chair a General Meeting, or if he or she is not able to chair a General Meeting, then the General Meeting shall be chaired by such one of the Vice-Presidents as the Members present at the General Meeting shall decide. If the President and both Vice-Presidents are not available, the General Meeting shall elect a chairmanchair.

7.4 In the event of an equality of votes, the chairmanchair of a General Meeting shall be entitled to a second or casting vote.

7.5 Every Member shall be entitled to attend and vote at any General Meeting.

7.6 All Members shall have the right to appoint proxies to attend and vote on their behalf at any General Meeting. The appointment of a proxy shall be made on a proxy form sent to each Member with the notice of every General Meeting. Any Member wishing to appoint the chairmanchair of the Meeting as that Member’s proxy must return the proxy form by 4pm on the last working day preceding the meeting to the Union.

RFU RULES 7 of 32 Effective from 1 August 202120 Appendix 1

Such proxy form must be produced to gain admission to and to entitle a person authorised to cast votes at the Meeting to do so and must be signed by (in the case of Individual Members) by the Individual Member himself or herself and (in the case of Corporate Members) by two persons duly authorised to sign on behalf of the Member concerned.

7.7 Failure to complete any document or to produce the same at a General Meeting as may be required shall invalidate the right of the person concerned to cast a vote.

7.8 Where votes are cast at a General Meeting by a show of hands every Member present shall be entitled to vote but if a poll is demanded or the chairmanchair rules that voting shall be by a poll every Member present in person, or by proxy shall be entitled to cast a vote. The procedure for the casting of votes shall be determined by the chairmanchair of the General Meeting. A poll may be demanded either (a) by the chairmanchair of the General Meeting or (b) by any Member provided the demand is seconded by another Member.

7.9 All questions as to the validity of any combined General Meeting form shall be determined by the chairmanchair of the General Meeting.

7.10 The quorum at any General Meeting shall be one hundred Members present in person or by proxy.

7.11 A special resolution shall require a majority of at least two-thirds of the votes recorded.

7.12 Any resolution passed at a General Meeting which breaches, varies or in the opinion of the Board of Directors affects a contractual obligation of the Union shall not be implemented until the contractual obligation has been fulfilled to the extent required by the Board of Directors. Should the Board of Directors not implement or significantly delay such resolution, it shall inform the Members of the reasons for this.

7.13 Proposals for alterations in or additions to the Rules or for any other motion (subject to the provisions of Rule 7.12) to be submitted to an Annual General Meeting shall be subject to the following provisions: (a) Any proposal made by a Member must reach the Chief Executive in writing by 31 March preceding an Annual General Meeting duly proposed by one Member and seconded by another Member. The proposing Member and the seconding Member must both sign any proposal as follows: (i) in the case of a Corporate Member a proposal must be signed by the chairmanchair (or if none the president) and the secretary (or if none the chief executive) of the Member; and (ii) in the case of Individual Members a proposal must be signed by the Member in his or her own name.

(b) Copies of all such proposals together with copies of any amendments thereto then proposed by the Council and/or the Board of Directors and copies of all proposals put forward by the Council and/or the Board of Directors shall be sent to all Members with the agenda of the notice calling an Annual General Meeting.

8. Annual General Meetings

8.1 There shall be an Annual General Meeting each calendar year.

RFU RULES 8 of 32 Effective from 1 August 202120 Appendix 1

8.2 Each Annual General Meeting shall be held not later than 31 July in each calendar year for the transaction of the following business: (a) To consider and approve (with or without amendment) the minutes of the previous General Meeting. (b) To receive a report from the Chief Executive and to make an order in respect thereof. (c) To receive a Financial Report and the Annual Report and Accounts. (d) To appoint the Auditors for the ensuing year. (e) To consider as a special resolution any amendment or alteration to these Rules. (f) To consider as an ordinary resolution (subject to Rule 7.12) any other motion or business duly proposed in accordance with Rule 7.13. (g) To consider any other business of which due notice shall have been given. (h) To hear any other relevant matter for the consideration of the Council and/or the Board of Directors during the ensuing year, but on which no voting shall be allowed. (i) To elect the President, Senior Vice-President and Junior Vice-President for the ensuing year. (j) To ratify the appointment of any members of the Board of Directors as required under Rule 12.

8.3 A notice calling each Annual General Meeting stating the date, time and venue of such General Meeting shall be given to all Members not later than forty-five days before that Annual General Meeting and it shall contain an agenda of all such matters specified in Rule 8.2 as are at that date capable of being notified together with a list of the Council Members for the ensuing year.

9. Special General Meetings

Special General Meetings called by the Council or Board of Directors

9.1 The Council and/or the Board of Directors may convene at any time a Special General Meeting by giving to all Members not less than forty-five days’ written notice thereof stating the date, time and venue thereof and the resolution or resolutions to be moved or any other business to be transacted at that meeting.

9.2 In the case of a Special General Meeting convened by the Board of Directors, the Board of Directors shall provide to the Council the opportunity, not less than twenty-one days before the notice is sent to the Members, to provide a comment to be included in the notice on each of the resolutions to be moved at that Special General Meeting.

9.3 In the case of a Special General Meeting convened by the Council, the Council shall provide the Board of Directors the opportunity, not less than twenty-one days before the notice is sent to the Members, to provide a comment to be included in the notice on each of the resolutions to be moved at that Special General Meeting.

RFU RULES 9 of 32 Effective from 1 August 202120 Appendix 1

Special General Meetings requisitioned by Members

9.4 The Chief Executive shall convene a Special General Meeting on receipt by the Chief Executive of a written requisition so to do duly signed by not less than one hundred Members in the same manner as is prescribed by Rule 7.13(a). Each requisition must clearly state the specific resolution to be moved.

9.5 A notice of such a Meeting giving to all Members not less than forty-five days written notice thereof and stating the date, time and venue thereof and the specific resolution to be moved thereat shall be sent to all Members by the Chief Executive within 14 days of the receipt of the requisition (or, if each copies of the requisition is duly signed separately by Members, from within 14 days of receipt of the hundredth copy of the requisition).

9.6 The Board of Directors and the Council may each provide a comment to be included in the notice on each of the resolutions to be moved at that Special General Meeting.

10. New Rules

10.1 No new Rule shall be made nor shall any Rule be amended or rescinded except by a special resolution passed at an Annual General Meeting in accordance with Rule 7.13 or at a Special General Meeting.

10.2 The Chief Executive shall register in accordance with the Act any new Rule or amendment to these Rules and no new Rule or amendment to the Rules shall be valid until so registered.

IV. THE BOARD OF DIRECTORS

11. Powers and Duties of the Board of Directors

11.1 The affairs of the Union shall be administered by the Board of Directors who shall exercise all of the powers of the Union except the powers to be exercised by the Council as set out in Rule 16.1.

11.2 The Board of Directors shall not exercise any of its powers in any way, or for any purpose inconsistent with the objects of the Union or policies of the Council made under these Rules.

11.3 The fiduciary duties owed by the Board of Directors shall be those which would be owed by the Board of Directors were the Union a private limited liability company registered under the Companies Act 2006.

11.4 The Board of Directors shall ensure that the Council is provided with regular reports from the chairmanchair of the Board of Directors, Chief Executive and Chief Financial Officer in sufficient detail for the Council to fulfil its responsibility to hold the Board of Directors to account for the management of the affairs of the Union.

11.5 Prior to the Union’s Strategic Plan or the Union’s annual budget and business plan being effective, the Board of Directors shall consult with the Council and Council may elect to have a non-binding advisory vote on the same.

RFU RULES 10 of 32 Effective from 1 August 202120 Appendix 1

12. Composition, Appointment and Removal of the Board of Directors

Composition

12.1 The Board of Directors shall comprise: (a) the chairmanchair of the Board of Directors; (b) the chairmanchair of the Community Game Board; (c) the chairmanchair of the Governance Standing Committee; (d) such member of the Professional Game Board as shall be specified by the Board of Directors (which may be, but need not be, the chairmanchair of the Professional Game Board); (e) four three Council Elected Directors, provided that if no World Rugby Representative is on the Board of Directors by virtue of other positions, then at least one Council Elected Director must be one of the World Rugby Representatives; (f) the Chief Executive; (g) the Chief Financial Officer; and (h) one other member of the professional staff of the Union nominated by the Chief Executive; and (i)(h) three Independent Non-executive Directors. The Board of Directors shall appoint one of the Independent Non-executive Directors as a senior Independent Non- executive Director.

12.2 The President shall have the right to attend meetings of the Board of Directors as an observer but shall not be entitled to vote at such meetings.

Appointments

12.3 The chairmanchair of the Board of Directors and the Portfolio Directors shall be appointed by the Board of Directors, provided that (subject to Rule 12.8) each may only take office following the ratification of the appointment by the Council and the Members. The Council and the Members may only either ratify, or not ratify, such appointments; they may not propose alternative candidates for appointment.

12.4 Only a Representative may be appointed as the chairmanchair of the Community Game Board, the chairmanchair of the Governance Standing Committee or as a Council Elected Director.

12.5 The Union shall be in membership with World Rugby and the Board of Directors shall appoint such number of representatives to World Rugby as permitted by World Rugby in accordance with its Bye-Laws. Subject to Rule, 12.15 and 12.16, each World Rugby Representative shall be appointed for terms of up to three years.

12.6 If a World Rugby Representative who is not serving on the Board of Directors has served for six or more years as a World Rugby Representative, he or she shall be subject to annual re-appointment as a World Rugby Representative.

12.7 The Council Elected Directors shall be appointed by the Council provided that each may only take office following the ratification of the appointment by the Members. The Members may only ratify, or not ratify, such appointments; they may not propose alternative candidates for appointment.

RFU RULES 11 of 32 Effective from 1 August 202120 Appendix 1

12.8 Where a casual vacancy arises for a Portfolio Director, World Rugby Representative not on the Board of Directors, Council Elected Director or Independent Non-executive Director or where an appointment is made (or ratified by Council as the case may be) following an Annual General Meeting or following the approval of a calling notice for an Annual General Meeting, the body responsible for appointing the role may make the appointment on a temporary basis, which must then be ratified at the next General Meeting (and also in the case of the chairmanchair of the Board of Directors and the Portfolio Directors, by the Council).

12.9 Where a casual vacancy arises due to a rejection of a candidate at a General Meeting (or in the case the Portfolio Directors, World Rugby Representative not on the Board of Directors and Independent Non-Executive Directors, by the Council), then Rule 12.8 shall apply, provided that the individual appointed until ratification may not be the individual rejected.

Terms and Term Limits

12.10 Portfolio Directors, World Rugby Representative not on the Board of Directors, Council Elected Directors and Independent Non-executive Directors shall be appointed for terms of up to three years, with their terms of office to start on the 1 August following the date on which their appointment was ratified by the Members unless he or she was appointed to fill a casual vacancy, in which case his or her term of office may start at any time.

12.11 Subject to Rules 12.12, to 12.16 (inclusive), no individual other than the Chief Executive, the Chief Financial Officer or another member of the professional staff of the Union may serve on the Board of Directors for a maximum aggregate total of longer than six years.

Exceptions to Terms and Term Limits

12.12 If an individual who is currently serving as, or has previously served as, a Council Elected Director is appointed as a Portfolio Director he or she shall be entitled to serve up to six years in that position, subject to a maximum aggregate total of nine years on the Board of Directors.

12.13 If an individual who is currently serving as, or has previously served as: (a) an Independent Non-executive Director; or (b) a Portfolio Director, then he or she shall be entitled to serve up to six years as the chairmanchair of the Board of Directors, subject to a maximum aggregate total of nine years on the Board of Directors.

12.14 In the event that a member of the Board of Directors subject to a term limit is appointed after 1 August in any year to fill a casual vacancy and his or her first year of office is therefore shorter than a full year, then unless that individual would otherwise be serving on the Board of Directors by virtue of holding another office, the initial period of his or her appointment until the 1 August next following shall not count towards time spent on the Board of Directors for the purposes of time limits set out in these Rules.

12.15 The limit specified in Rule 12.11 shall not apply to a World Rugby Representative (other than the chairmanchair of the Board of Directors or a member of the Union’s professional staff) provided that he or she continues to be a World Rugby Representative and he or she shall be subject to annual re-appointment both as a World Rugby Representative and onto the Board of Directors once he or she has served for six years on the Board of Directors.

RFU RULES 12 of 32 Effective from 1 August 202120 Appendix 1

12.16 If a Portfolio Director is entitled under these Rules to remain on the Board of Directors in his or her position, but he or she is no longer entitled to remain on the Council due to the expiry of his or her time limit, he or she may remain in his or her position on the Board of Directors provided the Council approves.

Removal from the Board of Directors

12.17 The Council or the Members shall have the power to remove: (a) a Council Elected Director; (b) a Portfolio Director; (c) a World Rugby Representative who is not on the Board of Directors; or (d) an Independent Non-executive Director, provided that a two thirds majority of Council Members at a Council meeting (or Members at a General Meeting, as the case may be) agree.

12.18 In the event that a Council Elected Director ceases to be a Representative (whether as a result of not being elected as a Representative, reaching his or her term limit as a member of the Council or otherwise), they shall forthwith cease to be a Council Elected Director and shall forthwith cease to a member of the Board of Directors.

Other Provisions Relating to the Composition of the Board of Directors

12.19 For the purposes of this Rule 12, references to a “year” shall be deemed to be the period between 1 August and the next following 31 July.

12.20 This Rule 12 shall be subject to the transitional provisions set out in Rule 35.

13. Meetings of the Board of Directors

13.1 The Board of Directors shall hold such number of meetings as it considers appropriate to discharge its responsibilities.

13.2 Meetings of the Board of Directors shall be chaired by the chairmanchair of the Board of Directors, or in his or her absence by such member of the Board of Directors as those members present elect.

13.3 The quorum for a meeting of the Board of Directors shall be one half of its members provided always that the number of members of the Board of Directors who are Council Members (other than the Chief Executive) present and entitled to vote shall exceed the number of members of the Board of Directors who are employees of the Union present and entitled to vote by not less than two unless agreed by the chairmanchair of that meeting. Members of the Board of Directors may be counted in the quorum, may participate in and vote at meetings of the Board of Directors by telephone, video or other electronic means. Where a member of the Board of Directors is required to leave the room or not participate in a part of a meeting due to a conflict of interest, he or she shall still continue to count for the purposes of the quorum.

13.4 Unless the Rules provide otherwise, every matter for decision at meetings of the Board of Directors shall be decided by a majority of votes. Each member of the Board of Directors shall have one vote, and in the event of a tied vote, the chair of the meeting shall have a second, casting vote.

RFU RULES 13 of 32 Effective from 1 August 202120 Appendix 1

13.5 No member of the Board of Directors shall be entitled to appoint an alternate to take his or her place at meetings of the Board of Directors.

14. Major Offices

14.1 No individual may hold more than one Major Office at any one time.

14.2 At any one time, an individual may hold one Major Office and one Senior Office, or two Senior Offices, without further specific approval.

14.3 If an individual holds: (a) a Major Office and a Senior Office; or (b) two Senior Offices, then the holding of any more Senior Offices by that individual shall require approval of Council by a two thirds majority.

14.4 For the purposes of this Rule 14: (a) a Major Office shall be: the President, the chairmanchair of the Board of Directors, the chairmanchair of the Professional Game Board, the chairmanchair of the Community Game Board, the chairmanchair of Governance Standing Committee and the chairmanchair of the Council Nominations Committee; and (b) a Senior Office shall be: a World Rugby Representative, a representative of the Union on the 6 Nations committee, a representative of the Union on and a representative of the Union on EPCR.

14.5 No individual may concurrently hold a Major Office and an executive post within the Union, provided that this shall not prevent an executive of the Union from chairing any of the Professional Game Board, the Community Game Board or the Governance Standing Committee above on a temporary basis.

V. THE COUNCIL

15. Composition of the Council

15.1 The Council shall consist of: (a) subject to Rule 15.4, the President, Senior Vice-President, Junior Vice-President and chairmanchair of the Board of Directors; (b) the Representatives of all Constituent Bodies and National Representative Bodies elected in accordance with Rule 18; (c) the Representative or Representatives of the Union holding office on World Rugby elected in accordance with Rule 12; (d) subject to Rule 15.4, one Past President of the Union (who will normally be the immediate Past President) elected annually by the Council; (e) the Chief Executive; (f) the Women and Girls’ Representative; (g) two National Representatives being persons of experience and influence in the Game who will in the opinion of the Council contribute significantly to the promotion of the objects of the Union elected by the Council; and (h) any individuals co-opted to the Council under Rule 16.1(p).

RFU RULES 14 of 32 Effective from 1 August 202120 Appendix 1

15.2 Council Members shall receive no remuneration for serving on the Council other than the payment of authorised expenses for carrying out their duties.

15.3 If a Representative to the Council of a Constituent Body or National Representative Body is appointed to the office of President or chairmanchair of the Board of Directors or shall at any time be appointed to a salaried position in the Union, his or her representation shall become void and the vacancy shall be filled in accordance with Rule 18.

15.4 If a Vice-President has served on Council for the maximum time permitted under these Rules, or if by serving on Council as a Vice-President would mean that an individual would not be able to serve on the Council as President, then while serving as a Vice- President or Past President, he or she shall be entitled to attend Council meetings as an observer and speak at meetings, but shall not be a member of Council and shall not be entitled to vote. If the immediate Past President has served on Council for the maximum time permitted under these Rules, then Council shall elect either an alternative Past President to the Council, or the immediate Past President shall be entitled to attend Council meetings as an observer and speak at meetings, but shall not be a member of Council and shall not be entitled to vote.

16. Powers of the Council

16.1 The Council shall have the powers set out in this Rule 16.1 or otherwise set out in these Rules: Monitoring powers (a) To hold the Board of Directors to account for the management of the affairs of the Union. (b) To provide the Board of Directors with Council’s comments, with a non-binding vote if required, on the Strategic Plan and the Union’s annual business plan, prior to their approval by the Board of Directors.

Governance powers relating to the playing and organisation of the game (c) To decide all new or changes to existing policies in respect of the playing, governance and regulation of the game and to pass resolutions and regulations under Rule 4.13, including without limitation to determine the criteria for membership of voting Members and of non-voting members of the Union. (d) To decide whether to authorise or refuse the formation of unions, leagues, combinations or associations of Constituent Bodies and clubs. Upon any such application, the Council may decide to: (i) approve the proposals or forbid the formation or continuance of any such union, league, combination or association and/or impose any conditions on approval; (ii) expel or suspend any club contravening this Rule; (iii) expel or suspend any club which shall play a match with a Club expelled or suspended under this Rule or with any new Club which has been formed out of the nucleus of any such expelled or suspended Club; or (iv) require any such union, league, combination or association to supply to the Union its rules and may require such unions, leagues, combinations or associations to make changes to those rules.

RFU RULES 15 of 32 Effective from 1 August 202120 Appendix 1

(e) To decide to which Constituent Bodies and National Representative Bodies a club is allocated.

Governance powers relating to administrative and fiduciary responsibilities (f) To decide all policy relating to the distribution of all tickets (including debentures) for home rugby union matches played by the England senior men’s XV which are organised and controlled by the Union (whether at Twickenham or elsewhere in England) and the finals of cup competitions at Twickenham which are organised and controlled by the Union, and of tickets supplied to the Union by other National Unions for away rugby union matches involving England representative rugby union teams, and the Council shall allocate such tickets on an equitable basis. (g) To decide whether to approve the borrowing of money in excess of £25m as recommended by the Board of Directors. (h) To decide the date, time and location of all General Meetings (save as set out otherwise in these Rules).

Decision-making powers relating to appointments (i) To appoint the Council Elected Directors in accordance with the Rules. (j) To ratify the appointment of Portfolio Directors and Independent Non-Executive Directors in accordance with the Rules. (k) To remove Council Elected Directors, Portfolio Directors, World Rugby Representatives not on the Board of Directors, or Independent Non-executive Directors as set out in Rule 12.17. (l) To appoint Council members to the Community Game Board, Governance Standing Committee and Council Nominations Committee, and any sub- committee of them (other than the chairs of the Community Game Board and Governance Standing Committee). (m) To co-opt additional members to serve on the Council either for general or special purposes and with or without voting rights (provided that the number of such co-opted members with voting rights shall not exceed 25 per cent. of the number of elected members serving on the Council). For the purposes of the 25 per cent requirement, the President, Senior Vice-President, Junior Vice- President, chair of the Board of Directors, Representatives of Constituent Bodies, National Representative Bodies and the Women and Girls’ Representative shall be deemed to be elected members, but the World Rugby Representatives (unless a Council Member by virtue of holding another position), Past President and National Representatives shall be deemed to be co-opted members.

Organisational review (n) To commission a review of the Union's organisational structures and arrangements, at least every five years, to ensure it remains effective as the National Governing Body of the game.

RFU RULES 16 of 32 Effective from 1 August 202120 Appendix 1

Power to delegate

(a)(o) The Council may decide to delegate powers given to it under Powers 16.1(c), 16.1(d) or 16.1(e) to Constituent Bodies or such person, persons or groups of persons as the Council may from time to time determine. (b) to determine all new or changes to existing policies in respect of the playing, governance and regulation of the game and to pass resolutions and regulations under Rule 4.13, including without limitation to determine the criteria for membership of voting Members and of non-voting members of the Union; (c) to require the Board of Directors to consult with the Council prior to the Board of Directors approving the Strategic Plan or the Union’s annual budget and business plan; (d) to determine all policy relating to the distribution of all tickets (including debentures) for home rugby union matches played by the England senior men’s XV which are organised and controlled by the Union (whether at Twickenham or elsewhere in England) and the finals of cup competitions at Twickenham which are organised and controlled by the Union, and of tickets supplied to the Union by other National Unions for away rugby union matches involving England representative rugby union teams, and the Council shall allocate such tickets on an equitable basis. (e) to require periodic reports from the chairman of the Board of Directors, Chief Executive and Chief Financial Officer in sufficient detail for the purposes of holding the Board of Directors to account for the management of the affairs of the Union; (f) to approve the borrowing of money in excess of £25m as recommended by the Board of Directors; (g) periodically to review the Union’s corporate governance arrangement and commission any review thereof, as appropriate; (h) to determine the date, time and location of all General Meetings (save as set out otherwise in these Rules); (i) to delegate powers under the Laws of the Game and the World Rugby Regulations and RFU Rules and Regulations to Constituent Bodies or such person, persons or groups of persons as the Council may from time to time determine. All powers so delegated shall be defined and the Constituent Bodies to which they are delegated shall be listed in the Handbook; (j) to authorise or refuse the formation of unions, leagues, combinations or associations of Constituent Bodies and Clubs. Constituent Bodies or Clubs wishing to request permission to form themselves into a union, league or combination or association shall submit their proposed rules and, if authorised, any subsequent alterations or additions thereto to the Council which may: (i) approve the proposals or forbid the formation or continuance of any such union, league, combination or association; (ii) expel or suspend any Club contravening this Rule; or (iii) expel or suspend any Club which shall play a match with a Club expelled or suspended under this Rule or with any new Club which has been formed out of the nucleus of any such expelled or suspended Club;

RFU RULES 17 of 32 Effective from 1 August 202120 Appendix 1

(k) to ratify the constitutions of the Rugby Football Referees Union, the SRFU, the ERFSU, the England Colleges Rugby Football Union and the Rugby Players’ Association as may be necessary from time to time; (l) to allocate Clubs to Constituent Bodies and National Representative Bodies as appropriate; (m) to appoint the Council Elected Directors in accordance with the Rules; (n) to ratify the appointment of Portfolio Directors and Independent Non-Executive Directors in accordance with the Rules; (o) to remove Council Elected Directors, Portfolio Directors, World Rugby Representatives not on the Board of Directors or Independent Non-executive Directors as set out in Rule 12.17; and (p) to appoint Council members to the Community Game Board, Governance Standing Committee and Council Nominations Committee, and any subcommittee of them (other than the chairmen of the Community Game Board and Governance Standing Committee); (q) to co-opt additional members to serve on the Council (provided that the number of such co-opted members with voting rights shall not exceed 25 per cent. of the number serving on the Council) either for general or special purposes and with or without voting rights. For the purposes of the 25 per cent. requirement, the President, Senior Vice-President, Junior Vice-President, chairman of the Board of Directors, Representatives of Constituent Bodies, National Representative Bodies and the Women and Girls’ Representative shall be deemed to be elected members, but the World Rugby Representatives (unless a Council Member by virtue of holding another position), Past President and National Representatives shall be deemed to be co-opted members.

16.2 The Council shall not exercise its powers in any way or for any purpose inconsistent with the objects of the Union.

16.3 Each Council Member shall comply with all policies and procedures of the Council as approved by the Council from time to time.

17. Council Meetings

Convening Council Meetings

17.1 Council shall meet at such place, dates and times as are fixed by the Chief Executive in consultation with the President.

17.2 A Council meeting must be convened within 28 days by the Chief Executive if so requested by: (a) the President; or (b) if there is no President in office, or the President is incapable of making such request by the Senior Vice-President; or (c) by at least 20 Council Members specifying the nature of the business to be discussed and the wording of any resolution(s) to be proposed.

RFU RULES 18 of 32 Effective from 1 August 202120 Appendix 1

Procedure at Council Meetings

17.3 The chairmanchair of all Council meetings shall be the President. If the President is not present at a Council meeting, or if he or she does not wish to chair a Council meeting, or if he or she is not able to chair a Council meeting, then the Council meeting shall be chaired by such one of the Vice-Presidents as the Council meeting shall decide. If the President and both Vice-Presidents are not available, the Council meeting shall elect a chairmanchair.

17.4 The quorum at any meeting of the Council shall be 20.

17.5 The chairmanchair of the Council Meeting shall be entitled to exercise a second or casting vote.

17.6 In the event of the Representative to the Council of a Constituent Body, National Representative Body or the Women and Girls’ Representative being unable to attend a Council Meeting, an alternate will be permitted to attend that Council Meeting, with normal voting powers, provided (a) notice of inability to attend and (b) the name of the alternate is given, in the case of a Constituent Body or National Representative Body Representative, by the secretary of the Constituent Body or National Representative Body, or in the case of the Women and Girls’ Representative, by such Representative, to the Chief Executive before the meeting.

17.7 Subject to Rule 17.8, voting on any issue shall be by a show of hands by those Council Members present (in person or by alternate) and entitled to vote, provided that at any meeting of the Council any Council Member (in person or by alternate) may call for a ballot on any issue and the result of such ballot and (with the exception of any ballot relating to any election of any person to a post which shall be kept confidential) how each Council Member voted shall be recorded and be made available to any Member upon request.

17.8 The chairmanchair of a Council Meeting may make arrangements for electronic voting, the arrangements for which shall be set out in standing orders. With the exception of any ballot relating to any election of any person to a post (which shall be kept confidential), how each Council Member voted by electronic means shall be recorded and be made available to any Member upon request.

18. Election and Removal of Council Members

Elections - General

18.1 Save in the case of an election to fill a casual vacancy:

(a) the election of Representatives to the Council shall be made on or before the 31 March of the year in which each Representative is to take office; and

(b) a Representative elected to the Council shall assume office on the 1 August immediately following their election.

18.2 Where a Constituent Body or National Representative Body elects a Representative (or which organises elections of a Representative on behalf of Corporate Members, as the case may be), it shall determine the length of time for which Representatives are to be elected, provided that:

RFU RULES 19 of 32 Effective from 1 August 202120 Appendix 1

(a) the term for which a Representative shall be elected shall be for three years save in exceptional circumstances (which shall include a candidate only capable of election for a shorter period of time due to an individual’s term limits on the Council, or for a Constituent Body with two Representatives to ensure that those Representatives’ terms do not end on the same date) provided that a Representative, when first elected, shall be elected for a term of not less than two years; and (b) subject to removal under these Rules, a Representative’s term on the Council shall end on a 31 July.

18.3 If a relevant body or bodies is or are unable to appoint a Representative, the relevant vacancy shall be filled in such a manner as the Legal and Governance Director shall approve.

18.4 In the event of any vacancy arising, the relevant body or bodies concerned shall forthwith elect another Representative to the Council within sixty days in the manner set out in this Rule 18 or in such other manner as the Legal and Governance Director shall approve. In default, the relevant vacancy shall be filled in such a manner as the Legal and Governance Director shall approve.

Elections – Geographic Constituent Bodies, certain National Constituent Bodies, the National Clubs Association and the Championship Clubs Committee

Explanatory Note: in elections for Representatives to the Council conducted by Geographic Constituent Bodies, the only rugby clubs entitled to vote are clubs which are voting members of the RFU. The following may not vote in such an election: (a) clubs which are members of that Geographic Constituent Body but which are not voting members of the RFU; and (b) clubs which are members of that Geographic Constituent Body but which have been allocated to another Constituent Body by the RFU Council (and through that other Constituent Body they are members of the RFU). Note that they cannot vote in these elections even if they are able to vote on other Constituent Body matters.

18.5 For the purposes of Rules 18.6 to 18.12 inclusive only, references to a Geographic Constituent Body shall be deemed to include references to: (a) the Rugby Football Referees Union (where references to Clubs shall refer to Corporate Members who are members of the Rugby Football Referees Union); and (b) the Championship Clubs Committee and the National Clubs Association. Notwithstanding that a Club may be permitted to vote in an election for a Representative of the Geographic Constituent Body of which it is a member, a Club which is also a member of the Championship Clubs Committee or the National Clubs Association shall also be permitted to vote in the election for such a Representative to the Council.

18.6 Representatives to the Council shall be elected by each Geographic Constituent Body and the Clubs allocated to it. The Geographic Constituent Body and each Club allocated to it shall each be entitled to one vote. In the case of a Geographic Constituent Body entitled to two Representatives on the Council, and where two Representatives are to be elected, the Geographic Constituent Body concerned and its Clubs shall be entitled to vote for two persons. Election shall be by a simple majority of the votes recorded.

RFU RULES 20 of 32 Effective from 1 August 202120 Appendix 1

18.7 All candidates for election or re-election must be proposed by one and seconded by another Club allocated to the relevant Geographic Constituent Body. The Geographic Constituent Body itself may also propose or second a candidate. In the case of a Geographic Constituent Body with two Representatives, and where two Representatives are to be elected, the Geographic Constituent Body or any Club allocated to it may propose or second two candidates. Every nomination (which shall mean both the proposal and second) must be in writing and must be received by the secretary of the Geographic Constituent Body concerned by not later than 1 March.

18.8 Where more candidates are nominated than the number of Representatives to the Council to which a Geographic Constituent Body and the Clubs allocated to it are entitled the names of all candidates for election shall be sent by it to its allocated Clubs not later than 15 March, and such election shall be made either at a meeting of representatives from the Clubs concerned or by a postal or electronic ballot as the committee of the Geographic Constituent Body may decide. For the avoidance of doubt, subject to Rule 18.2, each candidate need not be proposed for the same length of term. By way of example, a candidate who will have served for eight years on the Council may be proposed for a term of one year, while another candidate may be proposed for a term of three years. Where a Constituent Body with two Representatives wishes to conduct an election where the Representatives are elected for different terms to allow for staggering of terms, it shall use such process as the Legal and Governance Director shall approve.

18.9 Where the election is made at a meeting not less than seven days’ notice shall be given to each Club concerned of the date, time and place of such meeting. The representatives of the Clubs attending such a meeting shall choose their own chairmanchair who shall not have a second or casting vote. Subject to the provisions of this Rule 18, the procedure for and at such a meeting shall be determined by the committee of the Geographic Constituent Body concerned as it shall consider appropriate.

18.10 Where the election is made by postal or electronic ballot the election shall be supervised by the chairmanchair (or the president if there is no chairmanchair) of the Geographic Constituent Body concerned assisted by two scrutineers appointed by its committee. In this case a ballot paper shall be sent with the notification of candidates’ names made in accordance with Rule 18.6. The vote of the Club having been recorded on the ballot paper it shall be signed by an officer of the Club on its behalf (or be sent electronically by or on behalf of an officer of the Club) and sent to the secretary of the Geographic Constituent Body to arrive not later than 28 March. The ballot papers received shall then be examined by the chairmanchair (or the president if there is no chairmanchair) and scrutineers who shall personally certify the votes cast for each of the candidates.

18.11 The Chief Executive shall be informed of the results of all such elections by 1 April or such later date as specified in Rule 18.12.

18.12 If any election shall result in a tie, the Representative shall be appointed by the General Committee (or equivalent body) of the Geographic Constituent Body, from the candidates who shall have received the equal number of votes, at a meeting to be held within 14 days of the date of the declaration of the tie. If this meeting of the General Committee fails to resolve the deadlock, the Representative shall be appointed at a meeting of the Executive or Management Committee of the Geographic Constituent Body to be held within 14 days of the date of the meeting of the General Committee.

RFU RULES 21 of 32 Effective from 1 August 202120 Appendix 1

Elections – other National Constituent Bodies and National Representative Bodies

18.13 The Representatives to the Council for Premier Rugby Limited, the Army Rugby Union, the Royal Air Force Rugby Union, the Royal Navy Rugby Union, the SRFU, the ERFSU, the England Colleges Rugby Football Union and the Rugby Players’ Association shall be elected by their respective committees.

Elections – National Members and Women and Girls’ Representative

18.14 The National Members shall be elected by the Council against such criteria as the Council shall decide.

18.15 The Women and Girls’ Representative shall be elected by the Council against such criteria and following such process as the Board shall decide.

Removal of Council Members

18.16 For the purposes of Rules 18.17 and 18.18 inclusive only, references to a Geographic Constituent Body shall be deemed to include references to: (a) the Rugby Football Referees Union (where references to Clubs shall refer to Corporate Members who are members of the Rugby Football Referees Union); and (b) the Championship Clubs Committee and the National Clubs Association.

18.17 Should four Clubs which are allocated to a Geographical Constituent Body requisition to that Geographic Constituent Body that a Representative be removed, the Geographic Constituent Body shall within 28 days of receipt of that requisition hold a postal (or electronic) ballot or a meeting of all Clubs where there shall be a vote on whether such Representative is to be removed. Each requisition must be signed by two officers of the Club. Each of the requisitioning Clubs, and the Representative in question, shall be entitled to include a statement in the communication from the Geographic Constituent Body calling the vote or meeting. Following a vote on the removal of a Representative, no requisition for the removal of that Representative shall be valid for a period of six months from the date of a vote or meeting at which such removal is decided upon, unless approved by the executive of the Geographical Constituent Body. No requisition for the removal of a Representative shall be valid for a period of twelve months from the date which the Representative’s appointment was confirmed to the Union.

18.18 Should there be a vote at a meeting, postal (or electronic) voting and proxy voting shall be permitted. The Representative shall be removed forthwith if a two-thirds majority of those voting vote that he or she should be removed.

18.19 Each of Premier Rugby Limited, the Army Rugby Union, the Royal Air Force Rugby Union, the Royal Navy Rugby Union, the SRFU, the ERFSU, the England Colleges Rugby Football Union and the Rugby Players’ Association may remove its Representatives in such manner as may be set out in its constitution.

18.20 If the Council receives a complaint, or otherwise becomes aware, that any Council Member (other than the Chief Executive or the chairmanchair of the Board of Directors) may be ineligible to become, or to continue as, a Council Member, the President shall have the power to establish a committee of three Council Members to investigate that complaint. The committee shall then report its findings to the Council which shall have the power to exclude an ineligible individual (other than the Chief Executive or the chairmanchair of the Board of Directors) from serving as a Council Member.

RFU RULES 22 of 32 Effective from 1 August 202120 Appendix 1

If a Council Member (other than the Chief Executive or the chairmanchair of the Board of Directors) shall commit an offence under Rule 5.12 such Council Member may be dismissed from the Council if thought fit as follows: (a) in the case of President, Senior Vice-President and Junior Vice-President, by the Union in General Meeting; (b) in the case of a Representative of a Constituent Body or National Representative Body, either by that Constituent Body or the Clubs or committee that elected them or by the Council (as the case may be); or (c) in the case of a Representative of the Union on World Rugby, a Past President, a National Representative, the Women and Girls’ Representative, the chairmanchair of the Board of Directors or a co-opted Member, by the Council.

Terms and Term Limits

18.21 Subject to Rules 35 and 18.22, no individual (other than the chairmanchair of the Board of Directors or the Chief Executive) may serve on the Council for longer than nine years.

18.22 Where an individual is: (a) Junior Vice-President, Senior Vice-President, President or Past President; (b) on the Board of Directors; or (c) a representative of the Union on the Six Nations Committee, World Rugby, Rugby Europe or the British and Irish Lions committee, he or she may continue to serve on Council while holding one or more of these positions up to an aggregate maximum of twelve years on the Council.

VI. COMMITTEES, GAME BOARDS, PRESIDENT AND VICE-PRESIDENTS

19. President and Vice-Presidents

19.1 The Union shall have a President, a Senior Vice-President and a Junior Vice-President.

19.2 The President, Senior Vice-President and Junior Vice-President shall be elected at each Annual General Meeting in accordance with Rule 19.3 for terms of one year, with their terms of office to start on the 1 August following the Annual General Meeting at which they were appointed.

19.3 Subject to Rule 19.4, the election of the President, Senior Vice-President and Junior Vice-President shall be subject to the following provisions: (a) Any Member shall have the right to make nominations with the written consent of the candidate for the offices of President, Senior Vice-President and Junior Vice-President. Such nominations may only be made from Council Members (including co-opted Council Members) or from persons recognised by the Council under Rule 5.10 and must reach the Chief Executive in writing by 1 April each year. The Council shall also have the right to make nominations for these offices. (b) The agenda of the notice calling an Annual General Meeting shall include the Council’s nominations (if any) for the President, Senior Vice-President and Junior Vice-President for the forthcoming year, together with all other nominations received under Rule 19.3(a).

RFU RULES 23 of 32 Effective from 1 August 202120 Appendix 1

(c) The election of President, Senior Vice-President and Junior Vice-President shall be decided by a majority of votes recorded. (d) If after the issue of the notice calling an Annual General Meeting and before the date thereof an individual nominated by the Council under Rule 19.3(a) to hold office becomes unable to serve and if also there is no other nomination the Council shall have power to submit another nomination for consideration at the Annual General Meeting. 19.4 If a casual vacancy shall arise in the position of President, Senior Vice-President and/or Junior Vice-President, such vacancy may only be filled by Council in its discretion and any person so appointed shall hold office until the 31 July next following or such earlier date as the Council shall decide.

20. Standing Committees and Game Boards

20.1 The Union shall have a Professional Game Board, a Community Game Board and a Governance Standing Committee, each of which shall report to the Board of Directors.

20.2 The chairmanchair of the Governance Standing Committee and the Community Game Board shall have a second or casting vote in their respective meetings.

20.3 The quorum necessary for the transaction of business by the Governance Standing Committee or the Community Game Board shall be one half of its members provided always that the number of elected members present and entitled to vote shall exceed the number of individuals employed by the Union present and entitled to vote by not less than two unless agreed by the chairmanchair of that meeting.

20.4 The Governance Standing Committee and Community Game Board may exercise the power of co-option subject to the prior approval of the Board of Directors.

20.5 The Governance Standing Committee and Community Game Board may only appoint a subcommittee to deal with a specific aspect of its business with the prior approval of the Board of Directors.

20.6 The quorum of a subcommittee of the Governance Standing Committee or the Community Game Board shall be one half of its members.

20.7 The Union shall have a Board Nominations Committee, which shall report to the Board of Directors. The composition of the Board Nominations Committee shall be decided by the Board of Directors, provided that it shall be chaired by an Independent Non- Executive Director, it shall include the chairmanchair of the Board of Directors and a majority of its composition shall be independent. For the purposes of this Rule, Independent Non-Executive Directors and an independent chairmanchair of the Board shall be deemed independent. The Board Nominations Committee shall recommend candidates for the roles of Portfolio Directors.

20.8 The Union shall have a Council Nominations Committee, which shall report to the Council. The composition of the Council Nominations Committee shall be decided by Council provided that it shall have at least one member who is not a Council Member.

20.9 No Past President may serve on the Board of Directors, the Governance Standing Committee or on any Game Board or on a subcommittee of the Governance Standing Committee or any Game Board, but a Past President may serve on any working group set up for a specified period of time for a specified purpose.

RFU RULES 24 of 32 Effective from 1 August 202120 Appendix 1

VII. FINANCE

21. Union Finance

21.1 The profits of the Union shall be applied only in furthering the objects of the Union.

21.2 The accounts of the Union shall be made up to 30 June in each year and shall be signed by the Chief Executive and two other members of the Board of DirectorsCouncil Members. They shall be audited by the Auditors, and a copy of the signed financial statements, together with the Auditors’ report thereon, shall be sent or made available to each Member.

21.3 The Union shall not have the power to receive money on deposit from Members or others.

22. Auditors

22.1 The provisions of the Act as to the appointment, powers, rights, remuneration and duties of the Auditors shall be complied with.

22.2 The Auditors shall be entitled to attend any General Meeting and to receive all notices of and other communications other than a proxy form under Rule 7.6 which any Member is entitled to receive, and to be heard at any General Meeting on any part of the business which concerns them as Auditors.

VIII. STATUTORY PROCEDURES

23. Share Capital

23.1 The capital of the Union shall consist of shares of the value of one pound each.

23.2 Every Member shall hold one share and no more in the capital of the Union. No person who is not a Member shall be issued with a share.

23.3 In the case of every Corporate Member the share allotted to it shall be paid up in full by applying one pound of the subscription next received from it after the date of admission to membership.

23.4 No share shall be held jointly, be withdrawable or subject to Rule 23.5 be transferable by any Member and no interest, dividend or bonus shall be payable on any share. Any Member transferring or attempting to transfer a share, other than under the provisions of Rule 23.5, shall if the Council so decides be deemed to have withdrawn from the Union as from the date of such transfer or attempted transfer.

23.5 The share of a Member shall be forfeited to the Union when that Member for whatever reason ceases to be a Member and any amount then due to the Member in respect of such share shall thereupon become the property of the Union.

23.6 The Union shall not be required to issue a certificate to any Member in respect of the share allotted to that Member.

RFU RULES 25 of 32 Effective from 1 August 202120 Appendix 1

24. Registered Office

24.1 The registered office of the Union shall be at Rugby House, , 200 Whitton Road, Twickenham, Middlesex, TW2 7BA or at such other location in England as the Board of Directors may from time to time determine.

24.2 Notice of any change in the situation of the registered office shall be given by the Chief Executive to the Registrar within fourteen days after the change.

25. Use of Name of the Union

25.1 The name of the Union shall be kept painted or affixed in a conspicuous position and in letters which are easily legible on the outside of every office or place in which the activities of the Union are carried on.

25.2 The name of the Union shall be stated in legible characters in all business letters of the Union, in all notices, advertisements and other official publications of the Union, in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the Union and in all bills, invoices, receipts and letters of credit of the Union.

25.3 Save with the authority of the Board of Directors, neither the name of the Union nor its symbol (whether the rose symbol or otherwise) shall at any time be used by any Member in any document or advertisement issued or published by, on behalf of or with the authority of that Member in such a way as to indicate or imply that such document or advertisement was issued or published by or on behalf of the Union or the Council or the Board of Directors.

26. Seal

The Union shall have its name engraved in legible characters on a seal which shall be kept in the custody of the Chief Executive and shall be used only under the authority of the Board of Directors which may determine who shall countersign any instrument to which the seal is affixed and unless otherwise so determined it shall be countersigned by any two members of the Board of Directors.

27. Register of Members

27.1 The Union shall keep at its registered office a Register of Members in which the following particulars shall be entered: (a) The name and address of each Member. (b) A statement of the share held by each Member and the amount paid therefor. (c) A statement of other property, if any, in the Union held by each Member whether in loans or otherwise. (d) The date on which each Member was entered in the Register as a Member and the date on which a Member ceased to be one. (e) The names and addresses of the President, Senior Vice-President, Junior Vice- President and ChairmanChair of the Board of Directors and the dates on which they assumed and left office.

27.2 The Register of Members shall be so constructed that it is possible to open to inspection the particulars entered pursuant to Rules 27.1(a), 27.1(d) and 27.1(e) without also opening to inspection the other particulars entered in the register.

RFU RULES 26 of 32 Effective from 1 August 202120 Appendix 1

28. Inspection of Books

All Members and persons having an interest in the funds of the Union shall be allowed to inspect their own accounts and the particulars entered in the Register of Members other than those entered under Rules 27.1(b) and 27.1(c) at all reasonable hours at the registered office of the Union subject to such regulations as to the time and manner of such inspection as may be made from time to time by a resolution passed at a General Meeting.

29. Annual Return and Accounts

29.1 Every year not later than the date provided by the Act or where the return is made up to the date allowed by the Registrar not later than seven months after such date the Chief Executive shall send to the Registrar the annual return in the form prescribed by the Registrar relating to the affairs of the Union for the period required by the Act to be included in the return together with a copy of the Financial Statement of the Union with the Report of the Auditors thereon for the period included in the return and a copy of each balance sheet made during that period and the Report of the Auditors on that balance sheet.

29.2 A copy of the latest annual return shall be made available free of charge on demand to every Member or person interested in the funds of the Union.

29.3 The Union shall keep a copy of the last balance sheet for the time being always available in a conspicuous place at its registered office.

30. Registration

These Rules shall take effect on and from the date of their registration pursuant to and in accordance with the provisions of the Act.

31. Dissolution

In the event of it becoming necessary for the Members to discontinue the activities of the Union and to dissolve the Union under the provisions of the Act its funds and property shall be appropriated or divided amongst the Members in such manner as the Council consider to be fair and reasonable, save in respect of the permanent collection of the Union’s Museum of Rugby which the Council will take every reasonable step to ensure is vested in a similar body which retains such collection for the public benefit.

IX. GENERAL

32. Handbook

The Union shall publish its Handbook each year and send a copy thereof to every Member or shall make information to be included in its Handbook available on the Union’s official website.

33. Notices and documents

33.1 A notice may be served by the Union upon any Member, either personally or by sending it by post or fax addressed to such Member at his, her or its registered address as appearing in the Register of Members. A notice may also be served by the Union upon any Member by electronic communication in accordance with Rules 33.2 and 33.3.

RFU RULES 27 of 32 Effective from 1 August 202120 Appendix 1

33.2 Any Member who notifies the Union of an address to which the Union may send electronic communications shall be treated as having agreed to receive notice and other documents from the Union by electronic communication.

33.3 If a Member notifies the Union of his, her or its email address the Union may send the Member the notice or other documents by publishing the notice or other document on a website and notifying the Member by email that the notice or other document has been published on a website.

33.4 Any notice or other communication or document sent by first class post to a Member or Member of the Council shall be treated as having been given twenty-four hours after the time when it was posted.

33.5 Where the RFU is required to produce, display or make available any document or publication, it may be produced, displayed or made available in physical or electronic form.

34. Definitions

34.1 “the Act” means the Co-operative and Community Benefit Societies Act 2014 and any subsequent acts (including any regulations amending the same) governing or otherwise affecting societies registered under that act

34.2 “Annual General Meeting” means the General Meeting held each year under Rule 8

34.3 “Auditors” means the auditors of the Union for the time being duly appointed under Rule 8.2(e) in accordance with the provisions of the Act

34.4 “Board Nominations Committee” means the committee described in Rule 20.7

34.5 “Board of Directors” means the committee which is appointed in accordance with Rule 12 to manage the affairs of the Union in accordance with the Act

34.6 “Chief Executive” means the Chief Executive of the Union for the time being and the Secretary of the Union for the purposes of the Act

34.7 “Chief Financial Officer” means the chief financial officer of the Union for the time being (howsoever he or she is described in his or her official job title)

34.8 “Club” means a club admitted into voting membership of the Union in accordance with these Rules and it includes any union, league, combination or association of such clubs authorised under Rule 16.1(i) and thereafter admitted into membership

34.9 “Community Game Board” means the community game board, reporting to the Board of Directors to manage and administer the Union’s activities in relation to the community Game in accordance with its terms of reference

34.10 “Constituent Body” means a Geographic Constituent Body or a National Constituent Body

34.11 “Corporate Member” means a member who is not a natural person (whether or not such Member is a body corporate, unincorporated or an association of bodies corporate)

34.12 “Council” means the body established pursuant to Rule 15 to exercise the powers set out in Rule 16.1 or otherwise as set out in the Rules

RFU RULES 28 of 32 Effective from 1 August 202120 Appendix 1

34.13 “Council Elected Director” means any one of the members of the Board of Directors set out in Rule 12.1(e)

34.14 “Council Member” means a member of the Council for the time being shall include a person co-opted under Rule 16.1(p)

34.15 “Council Nominations Committee” means the committee described in Rule 20.8

34.16 “England” means England plus the Channel Islands and the Isle of Man

34.17 “England Colleges Rugby Football Union” means the body approved by the Council to represent on the Council the interests of those colleges in England with teams playing the Game

34.18 “EPCR” means European Professional Club Rugby or any successor body, being the association of which the Union is a member established to operate professional European cross-border club rugby competitions.

34.19 “ERFSU” means the England Rugby Football Schools Union

34.20 “Game” means the game of rugby union football

34.21 “Game Board” means the Community Rugby Game Board and the Professional Game Board

34.22 “General Meeting” means a meeting of the Members constituted under Rule 7

34.23 “Geographic Constituent Body” means an association or combination of Clubs as set out in Rule 6.3

34.24 “Governance Standing Committee” means the standing committee appointed by the Council from time to time to consider governance matters relating to the game in England in accordance with its terms of reference

34.25 “Handbook” means the annual publication of the Union which has last been made available to all Members

34.26 “Independent Non-executive Director” means an individual, who may not be a Council Member, appointed to the Board of Directors under Rule 12.1(i)

34.27 “Individual Member” means a Member who is a natural person (for the avoidance of doubt this excludes unincorporated associations and partnerships).

34.28 “Junior Vice-President” means the individual elected under Rule 19

34.29 “Laws of the Game” means the laws promulgated by World Rugby from time to time according to which the Game is played throughout the world

34.30 “Legal and Governance Director” means the legal and governance director of the Union for the time being (howsoever he or she is described in his or her official job title)

34.31 “Member” means a voting member of the Union

34.32 “National Clubs Association” means the body approved by the Council to represent the interests of those playing the Game at levels three and four on the Council

RFU RULES 29 of 32 Effective from 1 August 202120 Appendix 1

34.33 “National Constituent Body” means an association or combination of Clubs or Schools or universities as set out in Rule 6.4

34.34 “National Representative” means an individual appointed to Council under Rule 15.1(g)

34.35 “National Representative Bodies” means those Rugby Bodies set out at Rule 6.5

34.36 “Overseas Club” means an association of persons situated outside England the principal object of which is the playing of the Game

34.37 “Overseas Union” means any national Rugby Football Union other than the Union

34.38 “Portfolio Directors” shall mean the chairmanchair of the Board of Directors, the Senior PGB Representative, the chairmanchair of the Community Game Board, the chairmanchair of the Governance Standing Committee and any World Rugby Representative serving on the Board of Directors (other than the chairmanchair of the Board of Directors or a member of the Union’s professional staff)

34.39 “Past President” means a former President

34.40 “President” means the president of the Union elected under Rule 19

34.41 “Professional Game Board” is the board established by the Board of Directors from time to time to consider matters in relation to the professional Game in England in accordance with its terms of reference and which shall report to the Board of Directors

34.42 “Register or Members” means the register maintained under Rule 27

34.43 “Registration Authority” means the Financial Conduct Authority, (company number 01920623) of 25 The North Colonnade, Canary Wharf, London E14 5HS, or such other body appointed to carry out its function as registration authority of the Union

34.44 “Representative” means a member of Council elected or appointed to the Council other than the President, Senior Vice President, Junior Vice-President, chairmanchair of the Board of Directors or the Chief Executive

34.45 “RFU Regulation” means a resolution or regulation passed in accordance with Rule 4.13

34.46 “Rugby Body” means any association of unions, counties, clubs, players, agents, match officials, coaches or other persons or organisations connected or associated with the playing of the Game undertaken in England whether or not and/or howsoever incorporated and whether or not authorised or approved by the Union

34.47 “Rugby Europe” means Association Rugby Europe (formerly FIRA-AER) or any successor body, being the association of European rugby unions recognised by World Rugby

34.48 “Rugby Players’ Association” means the association approved by the Council to represent the interests of professional rugby players on the Council

34.49 “Rules” means the Rules of the Union for the time being registered with the Registration Authority

RFU RULES 30 of 32 Effective from 1 August 202120 Appendix 1

34.50 “School” means a school situated in England which includes within its curriculum the playing and/or coaching of the Game

34.51 “Senior PGB Representative” means the individual specified by the Board of Directors under Rule 12.1(d);

34.52 “Senior Vice-President” means the individual appointed under Rule 19

34.53 “Special General Meeting” means a General Meeting other than an Annual General Meeting;

34.54 “SRFU” means the Students Rugby Football Union

34.55 “Standing Committee” means a Standing Committee of the Union established by the Council from time to time

34.56 “Strategic Plan” means the Union’s long term multi-year plan setting out the strategy for the Union

34.57 “Twickenham” means the rugby union football ground, Twickenham, Middlesex

34.58 “Union” means the Rugby Football Union

34.59 “Women and Girls’ Representative” means the individual appointed to the Council under Rule 18.15

34.60 “World Rugby” means the world governing body of the Game which at the date of the adoption of these Rules is World Rugby, formerly known as the International Rugby Board, of which the Union is a member

34.61 “World Rugby Regulations” means the resolutions and regulations promulgated by World Rugby from time to time

34.62 “World Rugby Representative” means the Union’s representatives on World Rugby appointed pursuant to Rule 12.4.

35. Transitional Provisions

Council terms 35.1 Subject to Rule 35.2, for the purposes of Rule 18, Council Members serving on 31 July 2018 whose: (a) maximum term limit on the Council would have expired on or before 31 July 2018 may serve on Council until 31 July 2020;

(b) maximum term limit on the Council would have expired on or before 31 July 2019 may serve on Council until 31 July 2021; (c)(a) maximum term limit on the Council would have expired on or before 31 July 2020 may serve on Council until 31 July 2022; or (d)(b) maximum term limit on the Council would have expired between 1 August 2020 and on or before 31 July 2021 may serve on Council until 31 July 2022.

RFU RULES 31 of 32 Effective from 1 August 202120 Appendix 1

35.2 A Council Member who is a member of the Board of Directors, is Junior Vice President, Senior Vice President or President, a representative of the Union on the Six Nations Committee, World Rugby, Rugby Europe or the British and Irish Lions committee may continue to serve on the Council for the duration of that other position, up to 31 July 2026.

35.3 Where an individual was appointed to a position, pursuant to the Rules in force at the time, at or prior to the Annual General Meeting in 2015, the period between the date of that individual’s appointment and the 1 August immediately following that appointment shall not count as a “year” or a part of a “year” for the purposes of counting time for term limits on the Board of Directors.

35.4 Where an individual was appointed to the Council effective from an Annual General Meeting, the time between that appointment and the next following 31 July shall not count as a part of a “year” for the purposes of counting time for term limits on the Council.

35.5 Where an Executive other than the Chief Executive Officer or Chief Financial Officer was appointed to the Board of Directors prior to 1 August 2021, he or she may remain a member of the Board of Directors during such time as he or she remains employed in that capacity by the Union.

35.435.6 Until 31 July 2022, the Union may have up to four Council Elected Directors on the Board of Directors.

RFU RULES 32 of 32 Effective from 1 August 202120 Appendix 2

RULES OF THE RFU

RUGBY FOOTBALL UNION

REGISTERED NUMBER: 27981R

I. NAME, OBJECTS AND POWERS

1. Name

The Society shall be called the ‘Rugby Football Union’.

2. Definitions and Interpretation

2.1 Except where the context otherwise permits or requires, the words and expressions listed in Rule 34 shall bear the meanings given to them in that Rule.

2.2 Subject to the provisions of the Act any difference of opinion as to the interpretation of these Rules or on any matter not provided for in these Rules shall be decided by the chair of a General Meeting at such meeting or by the Council in every other circumstance, and every such decision shall be recorded in the minutes and shall be accepted as the true meaning until thereafter otherwise interpreted on due notice at a subsequent General Meeting.

2.3 Any reference to a statute or statutory provision is a reference to that statute or statutory provision as amended, consolidated, replaced and/or re-enacted from time to time and includes any subordinate legislation from time to time in force made under it.

3. Objects

3.1 To encourage the Game, and its values, to flourish across England.

3.2 To grow the Game in England through the Union’s performance and values, namely teamwork, respect, enjoyment, discipline and sportsmanship.

3.3 To administer the Game as its governing body in England.

3.4 To promote the playing and administration of the Game in England in accordance with the Laws of the Game, the RFU Regulations and World Rugby Regulations.

3.5 To promote inclusivity and diversity within the Game.

3.6 To assist the development and playing of the Game throughout the world.

3.7 To provide, maintain and operate a national stadium or stadia.

3.8 To operate representative men’s and women’s teams.

RFU RULES 1 of 30 Effective from 1 August 2021 Appendix 1

4. Powers of the Union

To further its objects the Union shall have the power to do all such things as are incidental or conducive to the objects of the Union including (but not limited to) all or any of the following:

4.1 Either directly or indirectly to employ, invest and deal with the assets and funds of the Union for the objects of the Union in such manner as shall be considered by the Board of Directors to be expedient, and to do all such other acts and things and carry on all such other activities (including (but not limited to) leasing, sub-leasing, releasing, renting, acquiring, altering, erecting, holding, selling, improving, developing, repairing, hiring, lending with or without security or otherwise dealing with real and personal property of any kind) as shall be considered by the Board of Directors to be necessary or expedient for the purposes of the Union or the advancement of its interests.

4.2 To raise or borrow money for the purposes of the Union (whether secured or unsecured) as the Board of Directors (subject to Rule 16.1(e)) think fit in accordance with the following provisions: (a) Any sum or sums raised or borrowed may be on mortgage, charge, bonds, or debentures of all or any of the funds or property of the Union and whether or not including any floating charge of the whole or part of the undertaking property and assets of the Union both present and future. (b) At the time of the borrowing the sum of the amount remaining undischarged of monies borrowed and of the amount of the proposed borrowing shall not exceed one hundred and fifty million pounds (excluding any borrowing from government) or such other greater sum as Members in General Meeting may from time to time determine provided that for this purpose: (i) There shall be excluded from the calculation of the amount remaining undischarged of monies borrowed such sums as shall be required to repay any ticket debenture that has 25 or more years unexpired until its maturity provided that no event has occurred which could have the effect of accelerating the maturity date; (ii) The amount remaining undischarged of any deferred interest or index linked monies or in respect of any deep discounted loan, loan stock, bond or other security previously borrowed or issued by the Union shall be deemed to be the amount required to repay such borrowing or security in full if such borrowing became repayable or redeemable at the time of the proposed borrowing or issue; and (iii) The amount of any proposed borrowing intended to be deferred interest, index-linked or by way of any deep discounted loan, loan stock, bond or other security shall be deemed to be the proceeds of such proposed borrowing or issue receivable by the Union at the time of the proposed borrowing or issue. (c) The Board of Directors may determine from time to time subject to Rules 4.2(a) and 4.2(b) the terms and conditions upon which money is raised or borrowed or security is issued and may vary such terms and conditions.

4.3 To enter into partnership or any other arrangement for sharing profits or any joint venture or cooperation with any company or person carrying on engaged in or about to carry on or engage in any business or transaction and to subsidise or otherwise assist any such company or person.

RFU RULES 2 of 30 Effective from 1 August 2021 Appendix 1

4.4 To become surety for or guarantee the carrying out or performance of any and all contracts, leases and obligations of every kind of any company any of whose shares are at any time held by or for the Union or in which the Union is interested or with which it is associated.

4.5 To enter into transactions with lenders and/or third parties for the purpose of managing the risk to the Union arising from changes in interest rates on loans and/or other borrowings of the Union from time to time or from other factors affecting the activities or finances of the Union.

4.6 To apply for and hold any licences that may be required for or in connection with the activities of the Union and (among other things) to provide catering and such other facilities as the Board of Directors shall consider desirable.

4.7 To assist Clubs in the playing of the Game and in the provision of playing facilities including (among other things) playing fields and sports accommodation.

4.8 To invite, receive and make donations for or otherwise promote or assist in the development or continuance of facilities for the prestige of the Game or any other sport or recreation.

4.9 To support (whether by direct subscription, the giving of guarantees or otherwise) any charitable, benevolent or educational fund, institution or organisation, or any event or purpose of a public or general nature, the support of which will or may, in the opinion of the Board of Directors directly or indirectly benefit, or is calculated so to benefit, the Union or its activities or its employees, ex-employees, players, former players or their dependants.

4.10 To promote, arrange and organise leagues, competitions and tournaments for and between Constituent Bodies and Clubs.

4.11 To engage the Chief Executive and other officials and employees upon such terms and at such remuneration as the Board of Directors may deem appropriate, and to dismiss or retire any of them as may be necessary.

4.12 To provide pensions, insurances and other benefits to employees or ex-employees of the Union or the dependants and relatives of any such persons and to establish and maintain or concur in establishing and maintaining trusts, funds, schemes or other arrangements (whether contributory or non-contributory) with a view to providing such benefits including (but not limited to) retirement benefits and/or life assurance schemes.

4.13 To pass such resolutions relating to the policies of the Union and such regulations which shall be binding on all Constituent Bodies, National Representative Bodies, Referee Societies and Clubs and their respective members, servants and employees and those others under the jurisdiction of the Union as are considered necessary for the better governance and regulation of the Game in England.

4.14 To settle, conduct, enforce or resist either in a court of law or by arbitration any suit, debt, liability or claim by or against the Union.

4.15 To pass such instructions and directions which shall be binding on all Constituent Bodies, National Representative Bodies, Referee Societies and Clubs and their respective members, servants and employees and those others under the jurisdiction of the Union as are considered necessary for the better management, organisation and administration of the Game in England.

RFU RULES 3 of 30 Effective from 1 August 2021 Appendix 1

4.16 To appoint an independent Rugby Judiciary with a nominated individual as its head who shall be called the Head of Rugby Judiciary. The Head of Rugby Judiciary shall be appointed through an independent process and serve for a fixed term of up to three years which may be renewed subject to a maximum aggregate term of six years. The Union shall make Regulations governing the appointment and terms and conditions of the independent Rugby Judiciary, and those Regulations may not be varied by Council unless approved by two thirds of Council members at a Council meeting.

4.17 To indemnify any Council Member, member of the Board of Directors or person performing a duty on behalf of the Union, out of the Union’s assets against all costs, charges, losses, expenses and liability suffered or incurred by him/her in the execution and discharge of his or her duties in good faith carried out on behalf of the Union. This Rule does not authorise any indemnity which would be prohibited or rendered void by any provision of the Act or by any other provision of law

4.18 To do any other thing which is or may be incidental or conducive to the attainment of the objects of the Union or the interests of the Game.

II. MEMBERSHIP AND CONSTITUENT BODIES

5. Members

5.1 The Members of the Union shall be the entities and individuals whose names are for the time being entered in the Register of Members.

5.2 In addition to Clubs duly admitted to membership, the following shall be Members:

(a) all Council Members for such period as they are Council Members;

(b) all Constituent Bodies;

(c) all National Representative Bodies; and

(d) Referee Societies admitted to membership of the Rugby Football Referees Union and which are duly admitted under Rule 5.3.

5.3 Subject to Rule 5.2: (a) the Council shall from time to time determine the criteria and conditions applicable for the approval of membership; and (b) the decision as to admission of prospective Members shall be made by the Governance Standing Committee.

5.4 The admission to membership shall constitute an undertaking by that Member on behalf of itself and, for a Corporate Member, its members and employees, in each case to be bound by these Rules, the RFU Regulations, the Laws of the Game and the World Rugby Regulations.

5.5 A Member may withdraw from the Union at any time by giving to the Chief Executive written notice of the intention so to do provided that the Member shall remain liable for all monies then due and owing to the Union. That former Member shall remain bound by these Rules insofar as these Rules relate to any obligations to the Union of that former Member which were in place on or before the Member’s membership of the Union terminated or otherwise relate to the Member’s membership of the Union.

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An Individual Member’s membership shall terminate when he or she dies, and the membership of a Member who is not an individual shall terminate when it ceases to exist. Following termination of membership (whether by death, withdrawal or otherwise), no representatives of deceased members or trustees of the property of bankrupt members or any other nominees of the former member shall have any claim on any property of the Union.

5.6 A Corporate Member shall be liable to suspension or termination of its membership or privileges as the Governance Standing Committee may determine if: (a) it shall cease to satisfy the criteria and conditions for membership as determined by the Council under Rule 5.3; and/or (b) it shall cease to be in membership with its (or a) Constituent Body; and/or

(c) it does not conform to any reasonable directive by the Council and/or the Board of Directors as to its standards of play, administration or general behaviour.

5.7 The Council shall have power to recognise as an associate of the Union (but not as a Member) any Overseas Union or Overseas Club upon such terms and with such privileges as the Council shall from time to time decide.

5.8 The Council may from time to time determine the criteria and conditions for non-voting membership of the Union upon such terms and with such privileges as the Council shall from time to time decide.

5.9 Save in respect of any Past President elected to the Council pursuant to Rule 16.1(c) for the period that he or she serves as a Council Member, Past Presidents of the Union shall not be Members but shall be entitled to such rights and privileges as the Council may from time to time determine.

5.10 The Council shall have power to recognise any person whose service to the Union or to the Game shall in its opinion merit such recognition by granting such rights and privileges as the Council may from time to time determine. The Council shall have the power to remove, suspend or vary the rights and privileges it has granted to a person pursuant to this Rule 5.10 for any infringement of these Rules, the RFU Regulations, the Laws of the Game or World Rugby Regulation or for any conduct which is prejudicial to the interests of the Union or the Game or for any other reason which is for the benefit of the Union.

5.11 Each Corporate Member shall comply with any Regulations made by the Union in relation to financial matters. In addition each Corporate Member shall on 1 September each year pay to the Union such annual subscription as the Council may from time to time determine.

5.12 The Union shall have power to discipline any (a) Member; (b) Rugby Body; (c) non-voting member of the Union; (d) any player, official, member or employee of a Member or a Rugby Body; or (e) any other person or body that submits to Union’s jurisdiction to discipline them;

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for any infringement of these Rules, the RFU Regulations, the Laws of the Game or the World Rugby Regulations and/or for any conduct which is prejudicial to the interests of the Union or the Game or which amounts to cheating. The Union may terminate or suspend membership of the Union or impose any other appropriate punishment for any such offence. The procedure for and the conduct of disciplinary hearings shall be prescribed by the Council and shall be published in the Handbook or on the Union’s official website.

6. Constituent Bodies and National Representative Bodies

6.1 There shall be no formal tier of administration between the Council and the Constituent Bodies to facilitate the administration of the Game by the Union in accordance with its objects, these Rules, the RFU Regulations, the Laws of the Game and the World Rugby Regulations, and to secure the representation of Clubs and Schools on the Council, each one of them shall be allocated to a Constituent Body. 6.2 Each Club and referee society shall be allocated to a Constituent Body and shall be entitled to vote at every election of a representative or representatives to represent that Constituent Body and its allocated Members on the Council in accordance with Rule 18. 6.3 The following Rugby Bodies shall be Geographic Constituent Bodies within the meaning of these Rules and shall have the number of Representatives on Council as is set out alongside their respective names: Berkshire (1) Kent (1) Buckinghamshire (1) Lancashire (2) Cambridge University (1) Leicestershire (1) Cheshire (1) Middlesex (2) Cornwall (1) North Midlands (2) Cumbria (1) Northumberland (1) Devonshire (1) Notts, Lincs & Derbys (2) Dorset & Wiltshire (1) Oxfordshire (1) Durham (1) Oxford University (1) Eastern Counties (1) Somerset (1) East Midlands (1) Staffordshire (1) Essex (1) Surrey (2) Gloucestershire (2) Sussex (1) Hampshire (1) Warwickshire (1) Hertfordshire (1) Yorkshire (2)

6.4 The following Rugby Bodies shall be National Constituent Bodies within the meaning of these Rules and shall have the number of Representatives on Council as is set out alongside their respective names: Army Rugby Union (1) Royal Navy Rugby Union (1) England Colleges Rugby Football Union (1) Rugby Football Referees Union (1) ERFSU (2) SRFU (2) Royal Air Force Rugby Union (1)

6.5 The following Rugby Bodies shall be National Representative Bodies within the meaning of these Rules and shall each have one Representative on Council: Championship Clubs Committee Premier Rugby Limited National Clubs Association Rugby Players’ Association

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6.6 The allocation of each Club and referee society to a Constituent Body shall be made by the Council, and no Club or referee society may transfer from one Constituent Body to another without the permission of the Council. The allocation of a Club (or a club if such club is not a Member) or referee society shall not prevent it from being a member of another Constituent Body, but such additional membership shall in no way alter or affect its allocation nor shall it confer a right to vote in the election of a Representative to the Council for such other Constituent Body. For the avoidance of doubt, Clubs who are members of the Championship Clubs Committee and the National Clubs Association may have a right to vote in the election for those Rugby Bodies as appropriate, as set out in Rule 18.3).

6.7 The Constituent Bodies together with their allocated Clubs as at 31 May each year shall be made available on the Union’s website or the Union’s Yearbook publication, provided that in the case of the ERFSU this Rule shall have been complied with if the Schools in membership with it are listed on the website of the ERFSU.

6.8 No proposal to amend the Rules to create a new Geographic Constituent Body shall be put to the Members in General Meeting unless that new Geographic Constituent Body would have at least 30 Clubs in membership of it and the creation of that new Geographic Constituent Body would not result in an existing Geographic Constituent Body having fewer than 30 Clubs in membership of it.

6.9 The Council may make Regulations to set criteria for the creation of new National Constituent Bodies. No proposal to create any new National Constituent Body shall be put to the members in General Meeting unless the applicant meets the criteria set in those Regulations.

III. MEETINGS OF MEMBERS

7. General Meetings

7.1 All General Meetings shall be held at Twickenham or elsewhere in England as the Council may determine.

7.2 Any General Meeting other than an Annual General Meeting shall be called a Special General Meeting.

7.3 The chair of all General Meetings shall be the President. If the President is not present at a General Meeting, or if he or she does not wish to chair a General Meeting, or if he or she is not able to chair a General Meeting, then the General Meeting shall be chaired by such one of the Vice-Presidents as the Members present at the General Meeting shall decide. If the President and both Vice-Presidents are not available, the General Meeting shall elect a chair.

7.4 In the event of an equality of votes, the chair of a General Meeting shall be entitled to a second or casting vote.

7.5 Every Member shall be entitled to attend and vote at any General Meeting.

7.6 All Members shall have the right to appoint proxies to attend and vote on their behalf at any General Meeting. The appointment of a proxy shall be made on a proxy form sent to each Member with the notice of every General Meeting. Any Member wishing to appoint the chair of the Meeting as that Member’s proxy must return the proxy form by 4pm on the last working day preceding the meeting to the Union.

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Such proxy form must be produced to gain admission to and to entitle a person authorised to cast votes at the Meeting to do so and must be signed by (in the case of Individual Members) by the Individual Member himself or herself and (in the case of Corporate Members) by two persons duly authorised to sign on behalf of the Member concerned.

7.7 Failure to complete any document or to produce the same at a General Meeting as may be required shall invalidate the right of the person concerned to cast a vote.

7.8 Where votes are cast at a General Meeting by a show of hands every Member present shall be entitled to vote but if a poll is demanded or the chair rules that voting shall be by a poll every Member present in person, or by proxy shall be entitled to cast a vote. The procedure for the casting of votes shall be determined by the chair of the General Meeting. A poll may be demanded either (a) by the chair of the General Meeting or (b) by any Member provided the demand is seconded by another Member.

7.9 All questions as to the validity of any combined General Meeting form shall be determined by the chair of the General Meeting.

7.10 The quorum at any General Meeting shall be one hundred Members present in person or by proxy.

7.11 A special resolution shall require a majority of at least two-thirds of the votes recorded.

7.12 Any resolution passed at a General Meeting which breaches, varies or in the opinion of the Board of Directors affects a contractual obligation of the Union shall not be implemented until the contractual obligation has been fulfilled to the extent required by the Board of Directors. Should the Board of Directors not implement or significantly delay such resolution, it shall inform the Members of the reasons for this.

7.13 Proposals for alterations in or additions to the Rules or for any other motion (subject to the provisions of Rule 7.12) to be submitted to an Annual General Meeting shall be subject to the following provisions: (a) Any proposal made by a Member must reach the Chief Executive in writing by 31 March preceding an Annual General Meeting duly proposed by one Member and seconded by another Member. The proposing Member and the seconding Member must both sign any proposal as follows: (i) in the case of a Corporate Member a proposal must be signed by the chair (or if none the president) and the secretary (or if none the chief executive) of the Member; and (ii) in the case of Individual Members a proposal must be signed by the Member in his or her own name.

(b) Copies of all such proposals together with copies of any amendments thereto then proposed by the Council and/or the Board of Directors and copies of all proposals put forward by the Council and/or the Board of Directors shall be sent to all Members with the agenda of the notice calling an Annual General Meeting.

8. Annual General Meetings

8.1 There shall be an Annual General Meeting each calendar year.

8.2 Each Annual General Meeting shall be held not later than 31 July in each calendar year for the transaction of the following business:

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(a) To consider and approve (with or without amendment) the minutes of the previous General Meeting. (b) To receive a report from the Chief Executive and to make an order in respect thereof. (c) To receive a Financial Report and the Annual Report and Accounts. (d) To appoint the Auditors for the ensuing year. (e) To consider as a special resolution any amendment or alteration to these Rules. (f) To consider as an ordinary resolution (subject to Rule 7.12) any other motion or business duly proposed in accordance with Rule 7.13. (g) To consider any other business of which due notice shall have been given. (h) To hear any other relevant matter for the consideration of the Council and/or the Board of Directors during the ensuing year, but on which no voting shall be allowed. (i) To elect the President, Senior Vice-President and Junior Vice-President for the ensuing year. (j) To ratify the appointment of any members of the Board of Directors as required under Rule 12.

8.3 A notice calling each Annual General Meeting stating the date, time and venue of such General Meeting shall be given to all Members not later than forty-five days before that Annual General Meeting and it shall contain an agenda of all such matters specified in Rule 8.2 as are at that date capable of being notified together with a list of the Council Members for the ensuing year.

9. Special General Meetings

Special General Meetings called by the Council or Board of Directors

9.1 The Council and/or the Board of Directors may convene at any time a Special General Meeting by giving to all Members not less than forty-five days’ written notice thereof stating the date, time and venue thereof and the resolution or resolutions to be moved or any other business to be transacted at that meeting.

9.2 In the case of a Special General Meeting convened by the Board of Directors, the Board of Directors shall provide to the Council the opportunity, not less than twenty-one days before the notice is sent to the Members, to provide a comment to be included in the notice on each of the resolutions to be moved at that Special General Meeting.

9.3 In the case of a Special General Meeting convened by the Council, the Council shall provide the Board of Directors the opportunity, not less than twenty-one days before the notice is sent to the Members, to provide a comment to be included in the notice on each of the resolutions to be moved at that Special General Meeting.

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Special General Meetings requisitioned by Members

9.4 The Chief Executive shall convene a Special General Meeting on receipt by the Chief Executive of a written requisition so to do duly signed by not less than one hundred Members in the same manner as is prescribed by Rule 7.13(a). Each requisition must clearly state the specific resolution to be moved.

9.5 A notice of such a Meeting giving to all Members not less than forty-five days written notice thereof and stating the date, time and venue thereof and the specific resolution to be moved thereat shall be sent to all Members by the Chief Executive within 14 days of the receipt of the requisition (or, if each copies of the requisition is duly signed separately by Members, from within 14 days of receipt of the hundredth copy of the requisition).

9.6 The Board of Directors and the Council may each provide a comment to be included in the notice on each of the resolutions to be moved at that Special General Meeting.

10. New Rules

10.1 No new Rule shall be made nor shall any Rule be amended or rescinded except by a special resolution passed at an Annual General Meeting in accordance with Rule 7.13 or at a Special General Meeting.

10.2 The Chief Executive shall register in accordance with the Act any new Rule or amendment to these Rules and no new Rule or amendment to the Rules shall be valid until so registered.

IV. THE BOARD OF DIRECTORS

11. Powers and Duties of the Board of Directors

11.1 The affairs of the Union shall be administered by the Board of Directors who shall exercise all of the powers of the Union except the powers to be exercised by the Council as set out in Rule 16.1.

11.2 The Board of Directors shall not exercise any of its powers in any way, or for any purpose inconsistent with the objects of the Union or policies of the Council made under these Rules.

11.3 The fiduciary duties owed by the Board of Directors shall be those which would be owed by the Board of Directors were the Union a private limited liability company registered under the Companies Act 2006.

11.4 The Board of Directors shall ensure that the Council is provided with regular reports from the chair of the Board of Directors, Chief Executive and Chief Financial Officer in sufficient detail for the Council to fulfil its responsibility to hold the Board of Directors to account for the management of the affairs of the Union.

11.5 Prior to the Union’s Strategic Plan or the Union’s annual budget and business plan being effective, the Board of Directors shall consult with the Council and Council may elect to have a non-binding advisory vote on the same.

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12. Composition, Appointment and Removal of the Board of Directors

Composition

12.1 The Board of Directors shall comprise: (a) the chair of the Board of Directors; (b) the chair of the Community Game Board; (c) the chair of the Governance Standing Committee; (d) such member of the Professional Game Board as shall be specified by the Board of Directors (which may be, but need not be, the chair of the Professional Game Board); (e) three Council Elected Directors, provided that if no World Rugby Representative is on the Board of Directors by virtue of other positions, then at least one Council Elected Director must be one of the World Rugby Representatives; (f) the Chief Executive; (g) the Chief Financial Officer; and (h) three Independent Non-executive Directors. The Board of Directors shall appoint one of the Independent Non-executive Directors as a senior Independent Non- executive Director.

12.2 The President shall have the right to attend meetings of the Board of Directors as an observer but shall not be entitled to vote at such meetings.

Appointments

12.3 The chair of the Board of Directors and the Portfolio Directors shall be appointed by the Board of Directors, provided that (subject to Rule 12.8) each may only take office following the ratification of the appointment by the Council and the Members. The Council and the Members may only either ratify, or not ratify, such appointments; they may not propose alternative candidates for appointment.

12.4 Only a Representative may be appointed as the chair of the Community Game Board, the chair of the Governance Standing Committee or as a Council Elected Director.

12.5 The Union shall be in membership with World Rugby and the Board of Directors shall appoint such number of representatives to World Rugby as permitted by World Rugby in accordance with its Bye-Laws. Subject to Rule, 12.15 and 12.16, each World Rugby Representative shall be appointed for terms of up to three years.

12.6 If a World Rugby Representative who is not serving on the Board of Directors has served for six or more years as a World Rugby Representative, he or she shall be subject to annual re-appointment as a World Rugby Representative.

12.7 The Council Elected Directors shall be appointed by the Council provided that each may only take office following the ratification of the appointment by the Members. The Members may only ratify, or not ratify, such appointments; they may not propose alternative candidates for appointment.

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12.8 Where a casual vacancy arises for a Portfolio Director, World Rugby Representative not on the Board of Directors, Council Elected Director or Independent Non-executive Director or where an appointment is made (or ratified by Council as the case may be) following an Annual General Meeting or following the approval of a calling notice for an Annual General Meeting, the body responsible for appointing the role may make the appointment on a temporary basis, which must then be ratified at the next General Meeting (and also in the case of the chair of the Board of Directors and the Portfolio Directors, by the Council).

12.9 Where a casual vacancy arises due to a rejection of a candidate at a General Meeting (or in the case the Portfolio Directors, World Rugby Representative not on the Board of Directors and Independent Non-Executive Directors, by the Council), then Rule 12.8 shall apply, provided that the individual appointed until ratification may not be the individual rejected.

Terms and Term Limits

12.10 Portfolio Directors, World Rugby Representative not on the Board of Directors, Council Elected Directors and Independent Non-executive Directors shall be appointed for terms of up to three years, with their terms of office to start on the 1 August following the date on which their appointment was ratified by the Members unless he or she was appointed to fill a casual vacancy, in which case his or her term of office may start at any time.

12.11 Subject to Rules 12.12, to 12.16 (inclusive), no individual other than the Chief Executive, the Chief Financial Officer or another member of the professional staff of the Union may serve on the Board of Directors for a maximum aggregate total of longer than six years.

Exceptions to Terms and Term Limits

12.12 If an individual who is currently serving as, or has previously served as, a Council Elected Director is appointed as a Portfolio Director he or she shall be entitled to serve up to six years in that position, subject to a maximum aggregate total of nine years on the Board of Directors.

12.13 If an individual who is currently serving as, or has previously served as: (a) an Independent Non-executive Director; or (b) a Portfolio Director, then he or she shall be entitled to serve up to six years as the chair of the Board of Directors, subject to a maximum aggregate total of nine years on the Board of Directors.

12.14 In the event that a member of the Board of Directors subject to a term limit is appointed after 1 August in any year to fill a casual vacancy and his or her first year of office is therefore shorter than a full year, then unless that individual would otherwise be serving on the Board of Directors by virtue of holding another office, the initial period of his or her appointment until the 1 August next following shall not count towards time spent on the Board of Directors for the purposes of time limits set out in these Rules.

12.15 The limit specified in Rule 12.11 shall not apply to a World Rugby Representative (other than the chair of the Board of Directors or a member of the Union’s professional staff) provided that he or she continues to be a World Rugby Representative and he or she shall be subject to annual re-appointment both as a World Rugby Representative and onto the Board of Directors once he or she has served for six years on the Board of Directors.

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12.16 If a Portfolio Director is entitled under these Rules to remain on the Board of Directors in his or her position, but he or she is no longer entitled to remain on the Council due to the expiry of his or her time limit, he or she may remain in his or her position on the Board of Directors provided the Council approves.

Removal from the Board of Directors

12.17 The Council or the Members shall have the power to remove: (a) a Council Elected Director; (b) a Portfolio Director; (c) a World Rugby Representative who is not on the Board of Directors; or (d) an Independent Non-executive Director, provided that a two thirds majority of Council Members at a Council meeting (or Members at a General Meeting, as the case may be) agree.

12.18 In the event that a Council Elected Director ceases to be a Representative (whether as a result of not being elected as a Representative, reaching his or her term limit as a member of the Council or otherwise), they shall forthwith cease to be a Council Elected Director and shall forthwith cease to a member of the Board of Directors.

Other Provisions Relating to the Composition of the Board of Directors

12.19 For the purposes of this Rule 12, references to a “year” shall be deemed to be the period between 1 August and the next following 31 July.

12.20 This Rule 12 shall be subject to the transitional provisions set out in Rule 35.

13. Meetings of the Board of Directors

13.1 The Board of Directors shall hold such number of meetings as it considers appropriate to discharge its responsibilities.

13.2 Meetings of the Board of Directors shall be chaired by the chair of the Board of Directors, or in his or her absence by such member of the Board of Directors as those members present elect.

13.3 The quorum for a meeting of the Board of Directors shall be one half of its members provided always that the number of members of the Board of Directors who are Council Members (other than the Chief Executive) present and entitled to vote shall exceed the number of members of the Board of Directors who are employees of the Union present and entitled to vote by not less than two unless agreed by the chair of that meeting. Members of the Board of Directors may be counted in the quorum, may participate in and vote at meetings of the Board of Directors by telephone, video or other electronic means. Where a member of the Board of Directors is required to leave the room or not participate in a part of a meeting due to a conflict of interest, he or she shall still continue to count for the purposes of the quorum.

13.4 Unless the Rules provide otherwise, every matter for decision at meetings of the Board of Directors shall be decided by a majority of votes. Each member of the Board of Directors shall have one vote, and in the event of a tied vote, the chair of the meeting shall have a second, casting vote.

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13.5 No member of the Board of Directors shall be entitled to appoint an alternate to take his or her place at meetings of the Board of Directors.

14. Major Offices

14.1 No individual may hold more than one Major Office at any one time.

14.2 At any one time, an individual may hold one Major Office and one Senior Office, or two Senior Offices, without further specific approval.

14.3 If an individual holds: (a) a Major Office and a Senior Office; or (b) two Senior Offices, then the holding of any more Senior Offices by that individual shall require approval of Council by a two thirds majority.

14.4 For the purposes of this Rule 14: (a) a Major Office shall be: the President, the chair of the Board of Directors, the chair of the Professional Game Board, the chair of the Community Game Board, the chair of Governance Standing Committee and the chair of the Council Nominations Committee; and (b) a Senior Office shall be: a World Rugby Representative, a representative of the Union on the 6 Nations committee, a representative of the Union on Rugby Europe and a representative of the Union on EPCR.

14.5 No individual may concurrently hold a Major Office and an executive post within the Union, provided that this shall not prevent an executive of the Union from chairing any of the Professional Game Board, the Community Game Board or the Governance Standing Committee above on a temporary basis.

V. THE COUNCIL

15. Composition of the Council

15.1 The Council shall consist of: (a) subject to Rule 15.4, the President, Senior Vice-President, Junior Vice-President and chair of the Board of Directors; (b) the Representatives of all Constituent Bodies and National Representative Bodies elected in accordance with Rule 18; (c) the Representative or Representatives of the Union holding office on World Rugby elected in accordance with Rule 12; (d) subject to Rule 15.4, one Past President of the Union (who will normally be the immediate Past President) elected annually by the Council; (e) the Chief Executive; (f) the Women and Girls’ Representative; (g) two National Representatives being persons of experience and influence in the Game who will in the opinion of the Council contribute significantly to the promotion of the objects of the Union elected by the Council; and (h) any individuals co-opted to the Council under Rule 16.1(p).

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15.2 Council Members shall receive no remuneration for serving on the Council other than the payment of authorised expenses for carrying out their duties.

15.3 If a Representative to the Council of a Constituent Body or National Representative Body is appointed to the office of President or chair of the Board of Directors or shall at any time be appointed to a salaried position in the Union, his or her representation shall become void and the vacancy shall be filled in accordance with Rule 18.

15.4 If a Vice-President has served on Council for the maximum time permitted under these Rules, or if by serving on Council as a Vice-President would mean that an individual would not be able to serve on the Council as President, then while serving as a Vice- President or Past President, he or she shall be entitled to attend Council meetings as an observer and speak at meetings, but shall not be a member of Council and shall not be entitled to vote. If the immediate Past President has served on Council for the maximum time permitted under these Rules, then Council shall elect either an alternative Past President to the Council, or the immediate Past President shall be entitled to attend Council meetings as an observer and speak at meetings, but shall not be a member of Council and shall not be entitled to vote.

16. Powers of the Council

16.1 The Council shall have the powers set out in this Rule 16.1 or otherwise set out in these Rules: Monitoring powers (a) To hold the Board of Directors to account for the management of the affairs of the Union. (b) To provide the Board of Directors with Council’s comments, with a non-binding vote if required, on the Strategic Plan and the Union’s annual business plan, prior to their approval by the Board of Directors.

Governance powers relating to the playing and organisation of the game (c) To decide all new or changes to existing policies in respect of the playing, governance and regulation of the game and to pass resolutions and regulations under Rule 4.13, including without limitation to determine the criteria for membership of voting Members and of non-voting members of the Union. (d) To decide whether to authorise or refuse the formation of unions, leagues, combinations or associations of Constituent Bodies and clubs. Upon any such application, the Council may decide to: (i) approve the proposals or forbid the formation or continuance of any such union, league, combination or association and/or impose any conditions on approval; (ii) expel or suspend any club contravening this Rule; (iii) expel or suspend any club which shall play a match with a Club expelled or suspended under this Rule or with any new Club which has been formed out of the nucleus of any such expelled or suspended Club; or (iv) require any such union, league, combination or association to supply to the Union its rules and may require such unions, leagues, combinations or associations to make changes to those rules.

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(e) To decide to which Constituent Bodies and National Representative Bodies a club is allocated.

Governance powers relating to administrative and fiduciary responsibilities (f) To decide all policy relating to the distribution of all tickets (including debentures) for home rugby union matches played by the England senior men’s XV which are organised and controlled by the Union (whether at Twickenham or elsewhere in England) and the finals of cup competitions at Twickenham which are organised and controlled by the Union, and of tickets supplied to the Union by other National Unions for away rugby union matches involving England representative rugby union teams, and the Council shall allocate such tickets on an equitable basis. (g) To decide whether to approve the borrowing of money in excess of £25m as recommended by the Board of Directors. (h) To decide the date, time and location of all General Meetings (save as set out otherwise in these Rules).

Decision-making powers relating to appointments (i) To appoint the Council Elected Directors in accordance with the Rules. (j) To ratify the appointment of Portfolio Directors and Independent Non-Executive Directors in accordance with the Rules. (k) To remove Council Elected Directors, Portfolio Directors, World Rugby Representatives not on the Board of Directors, or Independent Non-executive Directors as set out in Rule 12.17. (l) To appoint Council members to the Community Game Board, Governance Standing Committee and Council Nominations Committee, and any sub- committee of them (other than the chairs of the Community Game Board and Governance Standing Committee). (m) To co-opt additional members to serve on the Council either for general or special purposes and with or without voting rights (provided that the number of such co-opted members with voting rights shall not exceed 25 per cent. of the number of elected members serving on the Council). For the purposes of the 25 per cent requirement, the President, Senior Vice-President, Junior Vice- President, chair of the Board of Directors, Representatives of Constituent Bodies, National Representative Bodies and the Women and Girls’ Representative shall be deemed to be elected members, but the World Rugby Representatives (unless a Council Member by virtue of holding another position), Past President and National Representatives shall be deemed to be co-opted members.

Organisational review (n) To commission a review of the Union's organisational structures and arrangements, at least every five years, to ensure it remains effective as the National Governing Body of the game.

RFU RULES 16 of 30 Effective from 1 August 2021 Appendix 1

Power to delegate (o) The Council may decide to delegate powers given to it under Powers 16.1(c), 16.1(d) or 16.1(e) to Constituent Bodies or such person, persons or groups of persons as the Council may from time to time determine. 16.2 The Council shall not exercise its powers in any way or for any purpose inconsistent with the objects of the Union.

16.3 Each Council Member shall comply with all policies and procedures of the Council as approved by the Council from time to time.

17. Council Meetings

Convening Council Meetings

17.1 Council shall meet at such place, dates and times as are fixed by the Chief Executive in consultation with the President.

17.2 A Council meeting must be convened within 28 days by the Chief Executive if so requested by: (a) the President; or (b) if there is no President in office, or the President is incapable of making such request by the Senior Vice-President; or (c) by at least 20 Council Members specifying the nature of the business to be discussed and the wording of any resolution(s) to be proposed.

Procedure at Council Meetings

17.3 The chair of all Council meetings shall be the President. If the President is not present at a Council meeting, or if he or she does not wish to chair a Council meeting, or if he or she is not able to chair a Council meeting, then the Council meeting shall be chaired by such one of the Vice-Presidents as the Council meeting shall decide. If the President and both Vice-Presidents are not available, the Council meeting shall elect a chair.

17.4 The quorum at any meeting of the Council shall be 20.

17.5 The chair of the Council Meeting shall be entitled to exercise a second or casting vote.

17.6 In the event of the Representative to the Council of a Constituent Body, National Representative Body or the Women and Girls’ Representative being unable to attend a Council Meeting, an alternate will be permitted to attend that Council Meeting, with normal voting powers, provided (a) notice of inability to attend and (b) the name of the alternate is given, in the case of a Constituent Body or National Representative Body Representative, by the secretary of the Constituent Body or National Representative Body, or in the case of the Women and Girls’ Representative, by such Representative, to the Chief Executive before the meeting.

17.7 Subject to Rule 17.8, voting on any issue shall be by a show of hands by those Council Members present (in person or by alternate) and entitled to vote, provided that at any meeting of the Council any Council Member (in person or by alternate) may call for a ballot on any issue and the result of such ballot and (with the exception of any ballot relating to any election of any person to a post which shall be kept confidential) how each Council Member voted shall be recorded and be made available to any Member upon request.

RFU RULES 17 of 30 Effective from 1 August 2021 Appendix 1

17.8 The chair of a Council Meeting may make arrangements for electronic voting, the arrangements for which shall be set out in standing orders. With the exception of any ballot relating to any election of any person to a post (which shall be kept confidential), how each Council Member voted by electronic means shall be recorded and be made available to any Member upon request.

18. Election and Removal of Council Members

Elections - General

18.1 Save in the case of an election to fill a casual vacancy:

(a) the election of Representatives to the Council shall be made on or before the 31 March of the year in which each Representative is to take office; and

(b) a Representative elected to the Council shall assume office on the 1 August immediately following their election.

18.2 Where a Constituent Body or National Representative Body elects a Representative (or which organises elections of a Representative on behalf of Corporate Members, as the case may be), it shall determine the length of time for which Representatives are to be elected, provided that: (a) the term for which a Representative shall be elected shall be for three years save in exceptional circumstances (which shall include a candidate only capable of election for a shorter period of time due to an individual’s term limits on the Council, or for a Constituent Body with two Representatives to ensure that those Representatives’ terms do not end on the same date) provided that a Representative, when first elected, shall be elected for a term of not less than two years; and (b) subject to removal under these Rules, a Representative’s term on the Council shall end on a 31 July.

18.3 If a relevant body or bodies is or are unable to appoint a Representative, the relevant vacancy shall be filled in such a manner as the Legal and Governance Director shall approve.

18.4 In the event of any vacancy arising, the relevant body or bodies concerned shall forthwith elect another Representative to the Council within sixty days in the manner set out in this Rule 18 or in such other manner as the Legal and Governance Director shall approve. In default, the relevant vacancy shall be filled in such a manner as the Legal and Governance Director shall approve.

Elections – Geographic Constituent Bodies, certain National Constituent Bodies, the National Clubs Association and the Championship Clubs Committee

Explanatory Note: in elections for Representatives to the Council conducted by Geographic Constituent Bodies, the only rugby clubs entitled to vote are clubs which are voting members of the RFU. The following may not vote in such an election: (a) clubs which are members of that Geographic Constituent Body but which are not voting members of the RFU; and (b) clubs which are members of that Geographic Constituent Body but which have been allocated to another Constituent Body by the RFU Council (and through that other Constituent Body they are members of the RFU).

RFU RULES 18 of 30 Effective from 1 August 2021 Appendix 1

Note that they cannot vote in these elections even if they are able to vote on other Constituent Body matters.

18.5 For the purposes of Rules 18.6 to 18.12 inclusive only, references to a Geographic Constituent Body shall be deemed to include references to: (a) the Rugby Football Referees Union (where references to Clubs shall refer to Corporate Members who are members of the Rugby Football Referees Union); and (b) the Championship Clubs Committee and the National Clubs Association. Notwithstanding that a Club may be permitted to vote in an election for a Representative of the Geographic Constituent Body of which it is a member, a Club which is also a member of the Championship Clubs Committee or the National Clubs Association shall also be permitted to vote in the election for such a Representative to the Council.

18.6 Representatives to the Council shall be elected by each Geographic Constituent Body and the Clubs allocated to it. The Geographic Constituent Body and each Club allocated to it shall each be entitled to one vote. In the case of a Geographic Constituent Body entitled to two Representatives on the Council, and where two Representatives are to be elected, the Geographic Constituent Body concerned and its Clubs shall be entitled to vote for two persons. Election shall be by a simple majority of the votes recorded.

18.7 All candidates for election or re-election must be proposed by one and seconded by another Club allocated to the relevant Geographic Constituent Body. The Geographic Constituent Body itself may also propose or second a candidate. In the case of a Geographic Constituent Body with two Representatives, and where two Representatives are to be elected, the Geographic Constituent Body or any Club allocated to it may propose or second two candidates. Every nomination (which shall mean both the proposal and second) must be in writing and must be received by the secretary of the Geographic Constituent Body concerned by not later than 1 March.

18.8 Where more candidates are nominated than the number of Representatives to the Council to which a Geographic Constituent Body and the Clubs allocated to it are entitled the names of all candidates for election shall be sent by it to its allocated Clubs not later than 15 March, and such election shall be made either at a meeting of representatives from the Clubs concerned or by a postal or electronic ballot as the committee of the Geographic Constituent Body may decide. For the avoidance of doubt, subject to Rule 18.2, each candidate need not be proposed for the same length of term. By way of example, a candidate who will have served for eight years on the Council may be proposed for a term of one year, while another candidate may be proposed for a term of three years. Where a Constituent Body with two Representatives wishes to conduct an election where the Representatives are elected for different terms to allow for staggering of terms, it shall use such process as the Legal and Governance Director shall approve.

18.9 Where the election is made at a meeting not less than seven days’ notice shall be given to each Club concerned of the date, time and place of such meeting. The representatives of the Clubs attending such a meeting shall choose their own chair who shall not have a second or casting vote. Subject to the provisions of this Rule 18, the procedure for and at such a meeting shall be determined by the committee of the Geographic Constituent Body concerned as it shall consider appropriate.

RFU RULES 19 of 30 Effective from 1 August 2021 Appendix 1

18.10 Where the election is made by postal or electronic ballot the election shall be supervised by the chair (or the president if there is no chair) of the Geographic Constituent Body concerned assisted by two scrutineers appointed by its committee. In this case a ballot paper shall be sent with the notification of candidates’ names made in accordance with Rule 18.6. The vote of the Club having been recorded on the ballot paper it shall be signed by an officer of the Club on its behalf (or be sent electronically by or on behalf of an officer of the Club) and sent to the secretary of the Geographic Constituent Body to arrive not later than 28 March. The ballot papers received shall then be examined by the chair (or the president if there is no chair) and scrutineers who shall personally certify the votes cast for each of the candidates.

18.11 The Chief Executive shall be informed of the results of all such elections by 1 April or such later date as specified in Rule 18.12.

18.12 If any election shall result in a tie, the Representative shall be appointed by the General Committee (or equivalent body) of the Geographic Constituent Body, from the candidates who shall have received the equal number of votes, at a meeting to be held within 14 days of the date of the declaration of the tie. If this meeting of the General Committee fails to resolve the deadlock, the Representative shall be appointed at a meeting of the Executive or Management Committee of the Geographic Constituent Body to be held within 14 days of the date of the meeting of the General Committee.

Elections – other National Constituent Bodies and National Representative Bodies

18.13 The Representatives to the Council for Premier Rugby Limited, the Army Rugby Union, the Royal Air Force Rugby Union, the Royal Navy Rugby Union, the SRFU, the ERFSU, the England Colleges Rugby Football Union and the Rugby Players’ Association shall be elected by their respective committees.

Elections – National Members and Women and Girls’ Representative

18.14 The National Members shall be elected by the Council against such criteria as the Council shall decide.

18.15 The Women and Girls’ Representative shall be elected by the Council against such criteria and following such process as the Board shall decide.

Removal of Council Members

18.16 For the purposes of Rules 18.17 and 18.18 inclusive only, references to a Geographic Constituent Body shall be deemed to include references to: (a) the Rugby Football Referees Union (where references to Clubs shall refer to Corporate Members who are members of the Rugby Football Referees Union); and (b) the Championship Clubs Committee and the National Clubs Association.

18.17 Should four Clubs which are allocated to a Geographical Constituent Body requisition to that Geographic Constituent Body that a Representative be removed, the Geographic Constituent Body shall within 28 days of receipt of that requisition hold a postal (or electronic) ballot or a meeting of all Clubs where there shall be a vote on whether such Representative is to be removed. Each requisition must be signed by two officers of the Club. Each of the requisitioning Clubs, and the Representative in question, shall be entitled to include a statement in the communication from the Geographic Constituent Body calling the vote or meeting.

RFU RULES 20 of 30 Effective from 1 August 2021 Appendix 1

Following a vote on the removal of a Representative, no requisition for the removal of that Representative shall be valid for a period of six months from the date of a vote or meeting at which such removal is decided upon, unless approved by the executive of the Geographical Constituent Body. No requisition for the removal of a Representative shall be valid for a period of twelve months from the date which the Representative’s appointment was confirmed to the Union.

18.18 Should there be a vote at a meeting, postal (or electronic) voting and proxy voting shall be permitted. The Representative shall be removed forthwith if a two-thirds majority of those voting vote that he or she should be removed.

18.19 Each of Premier Rugby Limited, the Army Rugby Union, the Royal Air Force Rugby Union, the Royal Navy Rugby Union, the SRFU, the ERFSU, the England Colleges Rugby Football Union and the Rugby Players’ Association may remove its Representatives in such manner as may be set out in its constitution.

18.20 If the Council receives a complaint, or otherwise becomes aware, that any Council Member (other than the Chief Executive or the chair of the Board of Directors) may be ineligible to become, or to continue as, a Council Member, the President shall have the power to establish a committee of three Council Members to investigate that complaint. The committee shall then report its findings to the Council which shall have the power to exclude an ineligible individual (other than the Chief Executive or the chair of the Board of Directors) from serving as a Council Member. If a Council Member (other than the Chief Executive or the chair of the Board of Directors) shall commit an offence under Rule 5.12 such Council Member may be dismissed from the Council if thought fit as follows: (a) in the case of President, Senior Vice-President and Junior Vice-President, by the Union in General Meeting; (b) in the case of a Representative of a Constituent Body or National Representative Body, either by that Constituent Body or the Clubs or committee that elected them or by the Council (as the case may be); or (c) in the case of a Representative of the Union on World Rugby, a Past President, a National Representative, the Women and Girls’ Representative, the chair of the Board of Directors or a co-opted Member, by the Council.

Terms and Term Limits

18.21 Subject to Rules 35 and 18.22, no individual (other than the chair of the Board of Directors or the Chief Executive) may serve on the Council for longer than nine years.

18.22 Where an individual is: (a) Junior Vice-President, Senior Vice-President, President or Past President; (b) on the Board of Directors; or (c) a representative of the Union on the Six Nations Committee, World Rugby, Rugby Europe or the British and Irish Lions committee, he or she may continue to serve on Council while holding one or more of these positions up to an aggregate maximum of twelve years on the Council.

RFU RULES 21 of 30 Effective from 1 August 2021 Appendix 1

VI. COMMITTEES, GAME BOARDS, PRESIDENT AND VICE-PRESIDENTS

19. President and Vice-Presidents

19.1 The Union shall have a President, a Senior Vice-President and a Junior Vice-President.

19.2 The President, Senior Vice-President and Junior Vice-President shall be elected at each Annual General Meeting in accordance with Rule 19.3 for terms of one year, with their terms of office to start on the 1 August following the Annual General Meeting at which they were appointed.

19.3 Subject to Rule 19.4, the election of the President, Senior Vice-President and Junior Vice-President shall be subject to the following provisions: (a) Any Member shall have the right to make nominations with the written consent of the candidate for the offices of President, Senior Vice-President and Junior Vice-President. Such nominations may only be made from Council Members (including co-opted Council Members) or from persons recognised by the Council under Rule 5.10 and must reach the Chief Executive in writing by 1 April each year. The Council shall also have the right to make nominations for these offices. (b) The agenda of the notice calling an Annual General Meeting shall include the Council’s nominations (if any) for the President, Senior Vice-President and Junior Vice-President for the forthcoming year, together with all other nominations received under Rule 19.3(a). (c) The election of President, Senior Vice-President and Junior Vice-President shall be decided by a majority of votes recorded. (d) If after the issue of the notice calling an Annual General Meeting and before the date thereof an individual nominated by the Council under Rule 19.3(a) to hold office becomes unable to serve and if also there is no other nomination the Council shall have power to submit another nomination for consideration at the Annual General Meeting. 19.4 If a casual vacancy shall arise in the position of President, Senior Vice-President and/or Junior Vice-President, such vacancy may only be filled by Council in its discretion and any person so appointed shall hold office until the 31 July next following or such earlier date as the Council shall decide.

20. Standing Committees and Game Boards

20.1 The Union shall have a Professional Game Board, a Community Game Board and a Governance Standing Committee, each of which shall report to the Board of Directors.

20.2 The chair of the Governance Standing Committee and the Community Game Board shall have a second or casting vote in their respective meetings.

20.3 The quorum necessary for the transaction of business by the Governance Standing Committee or the Community Game Board shall be one half of its members provided always that the number of elected members present and entitled to vote shall exceed the number of individuals employed by the Union present and entitled to vote by not less than two unless agreed by the chair of that meeting.

20.4 The Governance Standing Committee and Community Game Board may exercise the power of co-option subject to the prior approval of the Board of Directors.

RFU RULES 22 of 30 Effective from 1 August 2021 Appendix 1

20.5 The Governance Standing Committee and Community Game Board may only appoint a subcommittee to deal with a specific aspect of its business with the prior approval of the Board of Directors.

20.6 The quorum of a subcommittee of the Governance Standing Committee or the Community Game Board shall be one half of its members.

20.7 The Union shall have a Board Nominations Committee, which shall report to the Board of Directors. The composition of the Board Nominations Committee shall be decided by the Board of Directors, provided that it shall be chaired by an Independent Non- Executive Director, it shall include the chair of the Board of Directors and a majority of its composition shall be independent. For the purposes of this Rule, Independent Non- Executive Directors and an independent chair of the Board shall be deemed independent. The Board Nominations Committee shall recommend candidates for the roles of Portfolio Directors.

20.8 The Union shall have a Council Nominations Committee, which shall report to the Council. The composition of the Council Nominations Committee shall be decided by Council provided that it shall have at least one member who is not a Council Member.

20.9 No Past President may serve on the Board of Directors, the Governance Standing Committee or on any Game Board or on a subcommittee of the Governance Standing Committee or any Game Board, but a Past President may serve on any working group set up for a specified period of time for a specified purpose.

VII. FINANCE

21. Union Finance

21.1 The profits of the Union shall be applied only in furthering the objects of the Union.

21.2 The accounts of the Union shall be made up to 30 June in each year and shall be signed by the Chief Executive and two other members of the Board of Directors. They shall be audited by the Auditors, and a copy of the signed financial statements, together with the Auditors’ report thereon, shall be sent or made available to each Member.

21.3 The Union shall not have the power to receive money on deposit from Members or others.

22. Auditors

22.1 The provisions of the Act as to the appointment, powers, rights, remuneration and duties of the Auditors shall be complied with.

22.2 The Auditors shall be entitled to attend any General Meeting and to receive all notices of and other communications other than a proxy form under Rule 7.6 which any Member is entitled to receive, and to be heard at any General Meeting on any part of the business which concerns them as Auditors.

VIII. STATUTORY PROCEDURES

23. Share Capital

23.1 The capital of the Union shall consist of shares of the value of one pound each.

RFU RULES 23 of 30 Effective from 1 August 2021 Appendix 1

23.2 Every Member shall hold one share and no more in the capital of the Union. No person who is not a Member shall be issued with a share.

23.3 In the case of every Corporate Member the share allotted to it shall be paid up in full by applying one pound of the subscription next received from it after the date of admission to membership.

23.4 No share shall be held jointly, be withdrawable or subject to Rule 23.5 be transferable by any Member and no interest, dividend or bonus shall be payable on any share. Any Member transferring or attempting to transfer a share, other than under the provisions of Rule 23.5, shall if the Council so decides be deemed to have withdrawn from the Union as from the date of such transfer or attempted transfer.

23.5 The share of a Member shall be forfeited to the Union when that Member for whatever reason ceases to be a Member and any amount then due to the Member in respect of such share shall thereupon become the property of the Union.

23.6 The Union shall not be required to issue a certificate to any Member in respect of the share allotted to that Member.

24. Registered Office

24.1 The registered office of the Union shall be at Rugby House, Twickenham Stadium, 200 Whitton Road, Twickenham, Middlesex, TW2 7BA or at such other location in England as the Board of Directors may from time to time determine.

24.2 Notice of any change in the situation of the registered office shall be given by the Chief Executive to the Registrar within fourteen days after the change.

25. Use of Name of the Union

25.1 The name of the Union shall be kept painted or affixed in a conspicuous position and in letters which are easily legible on the outside of every office or place in which the activities of the Union are carried on.

25.2 The name of the Union shall be stated in legible characters in all business letters of the Union, in all notices, advertisements and other official publications of the Union, in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the Union and in all bills, invoices, receipts and letters of credit of the Union.

25.3 Save with the authority of the Board of Directors, neither the name of the Union nor its symbol (whether the rose symbol or otherwise) shall at any time be used by any Member in any document or advertisement issued or published by, on behalf of or with the authority of that Member in such a way as to indicate or imply that such document or advertisement was issued or published by or on behalf of the Union or the Council or the Board of Directors.

26. Seal

The Union shall have its name engraved in legible characters on a seal which shall be kept in the custody of the Chief Executive and shall be used only under the authority of the Board of Directors which may determine who shall countersign any instrument to which the seal is affixed and unless otherwise so determined it shall be countersigned by any two members of the Board of Directors.

RFU RULES 24 of 30 Effective from 1 August 2021 Appendix 1

27. Register of Members

27.1 The Union shall keep at its registered office a Register of Members in which the following particulars shall be entered: (a) The name and address of each Member. (b) A statement of the share held by each Member and the amount paid therefor. (c) A statement of other property, if any, in the Union held by each Member whether in loans or otherwise. (d) The date on which each Member was entered in the Register as a Member and the date on which a Member ceased to be one. (e) The names and addresses of the President, Senior Vice-President, Junior Vice- President and Chair of the Board of Directors and the dates on which they assumed and left office.

27.2 The Register of Members shall be so constructed that it is possible to open to inspection the particulars entered pursuant to Rules 27.1(a), 27.1(d) and 27.1(e) without also opening to inspection the other particulars entered in the register.

28. Inspection of Books

All Members and persons having an interest in the funds of the Union shall be allowed to inspect their own accounts and the particulars entered in the Register of Members other than those entered under Rules 27.1(b) and 27.1(c) at all reasonable hours at the registered office of the Union subject to such regulations as to the time and manner of such inspection as may be made from time to time by a resolution passed at a General Meeting.

29. Annual Return and Accounts

29.1 Every year not later than the date provided by the Act or where the return is made up to the date allowed by the Registrar not later than seven months after such date the Chief Executive shall send to the Registrar the annual return in the form prescribed by the Registrar relating to the affairs of the Union for the period required by the Act to be included in the return together with a copy of the Financial Statement of the Union with the Report of the Auditors thereon for the period included in the return and a copy of each balance sheet made during that period and the Report of the Auditors on that balance sheet.

29.2 A copy of the latest annual return shall be made available free of charge on demand to every Member or person interested in the funds of the Union.

29.3 The Union shall keep a copy of the last balance sheet for the time being always available in a conspicuous place at its registered office.

30. Registration

These Rules shall take effect on and from the date of their registration pursuant to and in accordance with the provisions of the Act.

RFU RULES 25 of 30 Effective from 1 August 2021 Appendix 1

31. Dissolution

In the event of it becoming necessary for the Members to discontinue the activities of the Union and to dissolve the Union under the provisions of the Act its funds and property shall be appropriated or divided amongst the Members in such manner as the Council consider to be fair and reasonable, save in respect of the permanent collection of the Union’s Museum of Rugby which the Council will take every reasonable step to ensure is vested in a similar body which retains such collection for the public benefit.

IX. GENERAL

32. Handbook

The Union shall publish its Handbook each year and send a copy thereof to every Member or shall make information to be included in its Handbook available on the Union’s official website.

33. Notices and documents

33.1 A notice may be served by the Union upon any Member, either personally or by sending it by post or fax addressed to such Member at his, her or its registered address as appearing in the Register of Members. A notice may also be served by the Union upon any Member by electronic communication in accordance with Rules 33.2 and 33.3.

33.2 Any Member who notifies the Union of an address to which the Union may send electronic communications shall be treated as having agreed to receive notice and other documents from the Union by electronic communication.

33.3 If a Member notifies the Union of his, her or its email address the Union may send the Member the notice or other documents by publishing the notice or other document on a website and notifying the Member by email that the notice or other document has been published on a website.

33.4 Any notice or other communication or document sent by first class post to a Member or Member of the Council shall be treated as having been given twenty-four hours after the time when it was posted.

33.5 Where the RFU is required to produce, display or make available any document or publication, it may be produced, displayed or made available in physical or electronic form.

34. Definitions

34.1 “the Act” means the Co-operative and Community Benefit Societies Act 2014 and any subsequent acts (including any regulations amending the same) governing or otherwise affecting societies registered under that act

34.2 “Annual General Meeting” means the General Meeting held each year under Rule 8

34.3 “Auditors” means the auditors of the Union for the time being duly appointed under Rule 8.2(e) in accordance with the provisions of the Act

34.4 “Board Nominations Committee” means the committee described in Rule 20.7

RFU RULES 26 of 30 Effective from 1 August 2021 Appendix 1

34.5 “Board of Directors” means the committee which is appointed in accordance with Rule 12 to manage the affairs of the Union in accordance with the Act

34.6 “Chief Executive” means the Chief Executive of the Union for the time being and the Secretary of the Union for the purposes of the Act

34.7 “Chief Financial Officer” means the chief financial officer of the Union for the time being (howsoever he or she is described in his or her official job title)

34.8 “Club” means a club admitted into voting membership of the Union in accordance with these Rules and it includes any union, league, combination or association of such clubs authorised under Rule 16.1(i) and thereafter admitted into membership

34.9 “Community Game Board” means the community game board, reporting to the Board of Directors to manage and administer the Union’s activities in relation to the community Game in accordance with its terms of reference

34.10 “Constituent Body” means a Geographic Constituent Body or a National Constituent Body

34.11 “Corporate Member” means a member who is not a natural person (whether or not such Member is a body corporate, unincorporated or an association of bodies corporate)

34.12 “Council” means the body established pursuant to Rule 15 to exercise the powers set out in Rule 16.1 or otherwise as set out in the Rules

34.13 “Council Elected Director” means any one of the members of the Board of Directors set out in Rule 12.1(e)

34.14 “Council Member” means a member of the Council for the time being shall include a person co-opted under Rule 16.1(p)

34.15 “Council Nominations Committee” means the committee described in Rule 20.8

34.16 “England” means England plus the Channel Islands and the Isle of Man

34.17 “England Colleges Rugby Football Union” means the body approved by the Council to represent on the Council the interests of those colleges in England with teams playing the Game

34.18 “EPCR” means European Professional Club Rugby or any successor body, being the association of which the Union is a member established to operate professional European cross-border club rugby competitions.

34.19 “ERFSU” means the England Rugby Football Schools Union

34.20 “Game” means the game of rugby union football

34.21 “Game Board” means the Community Rugby Game Board and the Professional Game Board

34.22 “General Meeting” means a meeting of the Members constituted under Rule 7

34.23 “Geographic Constituent Body” means an association or combination of Clubs as set out in Rule 6.3

RFU RULES 27 of 30 Effective from 1 August 2021 Appendix 1

34.24 “Governance Standing Committee” means the standing committee appointed by the Council from time to time to consider governance matters relating to the game in England in accordance with its terms of reference

34.25 “Handbook” means the annual publication of the Union which has last been made available to all Members

34.26 “Independent Non-executive Director” means an individual, who may not be a Council Member, appointed to the Board of Directors under Rule 12.1(i)

34.27 “Individual Member” means a Member who is a natural person (for the avoidance of doubt this excludes unincorporated associations and partnerships).

34.28 “Junior Vice-President” means the individual elected under Rule 19

34.29 “Laws of the Game” means the laws promulgated by World Rugby from time to time according to which the Game is played throughout the world

34.30 “Legal and Governance Director” means the legal and governance director of the Union for the time being (howsoever he or she is described in his or her official job title)

34.31 “Member” means a voting member of the Union

34.32 “National Clubs Association” means the body approved by the Council to represent the interests of those playing the Game at levels three and four on the Council

34.33 “National Constituent Body” means an association or combination of Clubs or Schools or universities as set out in Rule 6.4

34.34 “National Representative” means an individual appointed to Council under Rule 15.1(g)

34.35 “National Representative Bodies” means those Rugby Bodies set out at Rule 6.5

34.36 “Overseas Club” means an association of persons situated outside England the principal object of which is the playing of the Game

34.37 “Overseas Union” means any national Rugby Football Union other than the Union

34.38 “Portfolio Directors” shall mean the chair of the Board of Directors, the Senior PGB Representative, the chair of the Community Game Board, the chair of the Governance Standing Committee and any World Rugby Representative serving on the Board of Directors (other than the chair of the Board of Directors or a member of the Union’s professional staff)

34.39 “Past President” means a former President

34.40 “President” means the president of the Union elected under Rule 19

34.41 “Professional Game Board” is the board established by the Board of Directors from time to time to consider matters in relation to the professional Game in England in accordance with its terms of reference and which shall report to the Board of Directors

34.42 “Register or Members” means the register maintained under Rule 27

RFU RULES 28 of 30 Effective from 1 August 2021 Appendix 1

34.43 “Registration Authority” means the Financial Conduct Authority, (company number 01920623) of 25 The North Colonnade, Canary Wharf, London E14 5HS, or such other body appointed to carry out its function as registration authority of the Union

34.44 “Representative” means a member of Council elected or appointed to the Council other than the President, Senior Vice President, Junior Vice-President, chair of the Board of Directors or the Chief Executive

34.45 “RFU Regulation” means a resolution or regulation passed in accordance with Rule 4.13

34.46 “Rugby Body” means any association of unions, counties, clubs, players, agents, match officials, coaches or other persons or organisations connected or associated with the playing of the Game undertaken in England whether or not and/or howsoever incorporated and whether or not authorised or approved by the Union

34.47 “Rugby Europe” means Association Rugby Europe (formerly FIRA-AER) or any successor body, being the association of European rugby unions recognised by World Rugby

34.48 “Rugby Players’ Association” means the association approved by the Council to represent the interests of professional rugby players on the Council

34.49 “Rules” means the Rules of the Union for the time being registered with the Registration Authority

34.50 “School” means a school situated in England which includes within its curriculum the playing and/or coaching of the Game

34.51 “Senior PGB Representative” means the individual specified by the Board of Directors under Rule 12.1(d)

34.52 “Senior Vice-President” means the individual appointed under Rule 19

34.53 “Special General Meeting” means a General Meeting other than an Annual General Meeting

34.54 “SRFU” means the Students Rugby Football Union

34.55 “Standing Committee” means a Standing Committee of the Union established by the Council from time to time

34.56 “Strategic Plan” means the Union’s long term multi-year plan setting out the strategy for the Union

34.57 “Twickenham” means the rugby union football ground, Twickenham, Middlesex

34.58 “Union” means the Rugby Football Union

34.59 “Women and Girls’ Representative” means the individual appointed to the Council under Rule 18.15

34.60 “World Rugby” means the world governing body of the Game which at the date of the adoption of these Rules is World Rugby, formerly known as the International Rugby Board, of which the Union is a member

RFU RULES 29 of 30 Effective from 1 August 2021 Appendix 1

34.61 “World Rugby Regulations” means the resolutions and regulations promulgated by World Rugby from time to time

34.62 “World Rugby Representative” means the Union’s representatives on World Rugby appointed pursuant to Rule 12.4.

35. Transitional Provisions

Council terms 35.1 Subject to Rule 35.2, for the purposes of Rule 18, Council Members serving on 31 July 2018 whose: (a) maximum term limit on the Council would have expired on or before 31 July 2020 may serve on Council until 31 July 2022; or (b) maximum term limit on the Council would have expired between 1 August 2020 and 31 July 2021 may serve on Council until 31 July 2022.

35.2 A Council Member who is a member of the Board of Directors, is Junior Vice President, Senior Vice President or President, a representative of the Union on the Six Nations Committee, World Rugby, Rugby Europe or the British and Irish Lions committee may continue to serve on the Council for the duration of that other position, up to 31 July 2026.

35.3 Where an individual was appointed to a position, pursuant to the Rules in force at the time, at or prior to the Annual General Meeting in 2015, the period between the date of that individual’s appointment and the 1 August immediately following that appointment shall not count as a “year” or a part of a “year” for the purposes of counting time for term limits on the Board of Directors.

35.4 Where an individual was appointed to the Council effective from an Annual General Meeting, the time between that appointment and the next following 31 July shall not count as a part of a “year” for the purposes of counting time for term limits on the Council.

35.5 Where an Executive other than the Chief Executive Officer or Chief Financial Officer was appointed to the Board of Directors prior to 1 August 2021, he or she may remain a member of the Board of Directors during such time as he or she remains employed in that capacity by the Union.

35.6 Until 31 July 2022, the Union may have up to four Council Elected Directors on the Board of Directors.

RFU RULES 30 of 30 Effective from 1 August 2021

AGM 2020

DRAFT MINUTES OF MEETING

(TO BE APPROVED BY MEMBERS AT THE 2021 AGM)

Rugby House, Twickenham Stadium, 200 Whitton Road, Twickenham, TW2 7BA www.englandrugby.com

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DRAFT MINUTES OF MEETING

ANNUAL GENERAL MEETING

Virtual Meeting held at 17:00 on Friday 12 June 2020

The following Unions and Clubs were represented: Aldermaston RFC Chosen Hill Former Pupils RFC Hertford RFC Ampthill & District RFC Cleethorpes RUFC Hertford RFC (Oxford) Anselmians RUFC Colchester RFC Hertfordshire Army Rugby Union (CB) Colerne RFC Hope Valley RUFC Aylesbury RFC Corpus Christie/Somerville RFC Hove RFC Balliol RFC University RFC Hungerford RFC RFC Crewe & Nantwich RUFC Jesus College RFC Barnes RFC CS Stags 1863 Kenilworth RFC RFC Datchworth RFC Kent Bedworth RUFC De Montfort University (Leicester) Kesteven RUFC Berkshire RFC Kettering RFC Berkshire County RFU (CB) Devizes RFC RFC Berwick Upon Tweed RFC RFU (CB) Keyworth RFC Bingham RFC Devonport Services RFC Kidderminster Carolians RFC Birstall RFC Dorset & Wilts Kings Norton RFC Bishops Castle & Onny Valley RFC Dorset & Wiltshire RFU (CB) Law Society RFC Black Horse RFC East Midlands Rugby Union (CB) Ledbury RFC Blackheath FC Eccleshall RUFC Leicestershire Rugby Union Ltd (CB) Blandford RFC Edwardian FC Liskeard-Looe RFC Bletchley RUFC Egham Hollowegians RFC Amateur RFC Bournville RFC Emmanuel College RFC Long Buckby RFC Bredon Star RFC Erdington RFC Longton RFC Brixham RFC RFC Lutterworth RFC Broadstreet RFC Essex County RFU (CB) Lymm RFC Bromyard RFC Fairford RFC Marlborough RFC RUFC Five Ways Old Edwardians FC Marlow Rugby Union Football Club Burntwood Rugby Club Limited Girton College RFC Melksham RFC Burton RFC Ltd & District Mellish RFC RFC Ltd Gloucestershire RFU (CB) Morley RFC Cambridge University RFC RFC New Brighton Football Club (RU) Cambridge University RFU (CB) Gosford All Blacks RFC Newbury RFC Camp Hill RFC Halifax Vandals RUFC Newcastle (Staffs) RUFC Ltd Castle Donington RUFC Hammersmith & Fulham RFC Norman Robertson Civil Service RFC Hampshire RFU Ltd. (CB) North Hykeham RUFC Cheshire RFU (CB) Hampstead RFC North Midlands RFU (CB) Cheshunt RFC Haslemere Community Rugby Club RFC Chester RFC Haywards Heath RFC North Yorks & Cleveland Chesterfield Panthers RUFC Henley Rugby Club Ltd Northampton Old Scouts RFC Hereford RFC

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Northumberland Rosslyn Park FC Sussex Northumberland Rugby Union (CB) Rugby Football Referees Union Sussex RFU Ltd. (CB) Northwich RFC Rugby Lions RFC Swaffham RUFC Norton RFC Ruislip RFC Swanage & Wareham RFC Notts, Lincs & Derbyshire RFU (CB) Saracens Amateur RFC Ltd Teignmouth RFC Oadby Wyggestonian RFC Scarborough RFC Tonbridge Juddians RFC Oakham RFC Seaford RFC Trentham RFC Oakmeadians RFC Seghill RFC University of Essex RFC Old Halesonians RFC Selwyn College RFC University of Manchester RFC Old Leamingtonians RFC Sileby Town RFC Uxbridge RFC Old Merchant Taylors' FC Sleaford RFC Vale of Lune RUFC Old Otliensians RUFC Ltd Slough RFC Warwickshire Old Priorians RFC Somerset County RFU Limited(CB) Warwickshire RFU (CB) Old Saltleians RFC South Leicester RFC Wasps FC Olney RFC Southam RFC Wednesbury RUFC Oxford University RFC Southampton RFC Westbury RFC Oxfordshire RFU (CB) Southend RFC Westcliff RFC Penrith RFC St Edmund Hall RFC Widden Old Boys RFC Penryn RFC St Hilda's College RFC Wimborne RFC Peterborough RUFC St John's College RFC Windermere RUFC St Mary's Old Boys RFC Wisbech RFC Pocklington RUFC Staffordshire County RFU (CB) Wortley RUFC Prudhoe and Stocksfield RFC Stanley Rodillians RUFC Wymondham RFC Quintin RFC Stockport RUFC Yardley & District RFC Ramsey RUFC Stourport RFC Yeovil Rugby Club Redditch RFC Stow-on-the-Wold & District RFC York RUFC Richmond FC Suffolk & North Essex Yorkshire RFU (CB) RUFC Ltd. Surrey Rugby (CB)

The following Council Members were represented:

Peter Wheeler (President) Ivor Smith Paula Carter Jeff Blackett (SVP) James Cook OBE Pete Whiting Andy Cosslett (Chairman) Jeff Blackett Peter Howard Bill Sweeney (CEO) Jim Chapman Alan Milliner MBE Rob Briers Allan Butcher Jonathan Webb Rob Udwin Andy Shorney Ken Andrews Robert Walsh Charlie McGinty Louise Latter Robin Wannop Chris Cuthbertson MBE Roger Clarke Chris Kelly Malcolm Caird Roger Pierson Christopher Smith Malcolm Wharton CBE Ron Jones Danny Hodgson BEM Maureen Jackson Simon Collyer-Bristow David Ewing Michael Procter Stephen Guy David McAteer Mike Waplington Stephen Pearson David Roberts Nigel Gillingham OBE (JVP) Steve Miles Deborah Griffin OBE Nigel Orton JP Ted Atkinson Fred Batchelor Norman Robertson Terry Burwell Genevieve Glover Paul Kaminski Tracy Edmundson Ian Metcalfe

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*Please note due to the virtual nature of this meeting, questions from members were submitted via the AGM portal, it was explained at the start of the meeting that now all questions would be addressed in order to keep to the timings.

1. Approval of the minutes of the Annual General Meeting held on 14th June 2019 No substantive comments were received, the minutes of the Annual General Meeting held on 14th June 2019 were APPROVED.

2. Chief Executive’s Report for Season 2019/2020 Bill Sweeney welcomed those who had joined the virtual AGM and started by noting that this is the most challenging period for our sport in modern times. The global pandemic means the RFU has to focus on the immediate need to preserve the RFU, maintain our liquidity and support the community game, while taking advantage of any opportunities that this crisis presents. Currently, the RFU is focused on short-term stabilisation of the business and longer term planning for our future in the new environment. Supporting grassroots clubs and a thriving community game, consistently winning England teams, a focus on our people and a strong business model remain at the forefront of all planning and decision-making. The RFU is working with the Department of Digital, Media Culture and Sport (DCMS) on the specific financial impact of Covid-19 on the RFU and making suggestions on potential Treasury help to support rugby and other National Governing Bodies. The RFU will, however, have to make important and difficult decisions on managing our resources for the long term as consequences of this crisis will have a lengthy and significant impact. The RFU is involved in preparation for the elite return to play guidance and working, led by Sport England, on the return to community sport guidance. Our roadmap of steps to restart training and playing rugby was shared with the rugby community last week. Most clubs will want a swift return given concerns over retaining players and generating revenue streams but the RFU decisions must be based on the best interests of players, volunteers and clubs and so the RFU will only move from one stage to the next when guidance and advice says that it is safe to do so. Sweeney went on to note that on 16th March the RFU became one of the first sports to suspend play, ending the season outside of the Premiership four days later, providing clarity and allowing clubs to reduce costs. On 2nd April the RFU announced the mechanism to determine final league standings for the season. On 25th March the RFU announced pay cuts within the RFU and immediately reduced costs throughout the business by stopping all non-essential activity. On the same day the RFU launched a £7 million support fund for the community game as well as helping clubs to access small business grants from government and financial aid from Sport England. The RFU furloughed 60% of RFU staff, while providing regular updates, advice and webinars for the game. Twickenham’s North Car Park became a drive-through coronavirus testing facility on 18th April reaching a peak capacity of just over 1000 tests per day. The 2019/2020 season was already budgeted to be a loss-making year within a four-year cycle, due to the costs of the 2019 campaign and only hosting two home Six Nations games. The financial impact of coronavirus on sport has been dramatic and the RFU laid out the repercussions to a DCMS Select Committee in early May.The RFU has considered a range of potential scenarios that project a revenue reduction of between £27m and £103m for the financial year 2020/2021. For the remainder of the 2019/2020 season the situation is constantly moving, but the RFU expect to achieve figures within £2-3m of budget, which is an excellent result given that the RFU have lost over £15m of revenues in March to June 2020 due to cancelled events. Our business model is similar to most rugby clubs: the RFU earns revenue from events on and off the field, with 55% of revenue coming from ticketing & hospitality, and invest that back into the game. The RFU benefits from strong Twickenham Stadium revenues but is also affected if there is widespread cancellation of games and events. Twickenham welcomed 471,992 rugby fans, with capacity crowds at the Quilter Summer Internationals and our two Guinness Six Nations Test matches, but in lockdown the revenues these fans bring cease and no longer fuel the game. Sweeney explained that Project Union defined our purpose, vision and mission and a clear set of objectives. The RFU had to refocus and launch Project Rise to coordinate the considerable amount of change required. This has included concentrating on restarting our core activity and reshaping what the RFU does over the next 12 to 18 months and beyond. From this, the RFU

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now has two equally important objectives: to ensure that it has the right capabilities across the organisation to deliver our core activities and strategy with the resources available. Additionally, the organisation will have to focus on doing less and with fewer resources as Covid-19 hits both our short and longer-term revenues. The RFU’s lasting commitment remains to both the community game – the lifeblood of our sport – and professional rugby. Without our grassroots clubs the RFU would have no game and no England team, our network of community clubs across the country is our strongest and biggest asset. Sweeney noted that the RFU remains committed to having a world-leading coach, player, and officials pathways across the game to develop the talent that comes through the community to deliver consistently winning England teams. Work continues to reschedule postponed fixtures including the final round of the men’s Six Nations, the outstanding women’s Six Nations fixtures, and to replace England’s Japan Tour. The RFU has been in regular dialogue with World Rugby, SANZAAR and the Six Nations around reviewing the global and domestic calendar. Conversations between the northern and southern hemispheres on calendar alignment have been extremely positive. The RFU now faces a very complex and congested balance of the year as the international and club game seeks to fulfil outstanding fixtures. In January, the RFU signed a ground-breaking partnership with the other Six Nations unions combining our collective men’s and women’s international broadcast and associated series sponsorship rights. Entitled Project Light, this bundles Autumn Internationals and Six Nations fixtures and puts the RFU in a position of strength compared to the current fragmented rugby broadcast media landscape The key next step is the tendering of the 2020 Autumn Internationals which will be challenging in the current broadcast market, and the 2022 Six Nations rights. Sweeney explained that the organisation’s commercial partnerships programme has proved robust in a challenging market. Mitsubishi Motors, Britvic and Champagne Bollinger extended their partnerships, with new four, six and five year agreements respectively, all running from 1st September 2020. The RFU also saw five new brands join the sponsor family, namely: Red Bull, Irwin Mitchell, Simplyhealth, Bremont and Optimum Nutrition. Umbro and Charles Tyrwhitt have both signed new agreements. Since rugby stopped in March, the RFU social media team has tailored content to support government messaging, while keeping our varied audiences informed and engaged. As a result the England Rugby social channels have experienced substantial year-on-year growth; with The Rising Sons’ inspiring campaign during the Rugby World Cup taking fans along on the journey with the team and has generated 119m fan engagements, and also leading to an ITV documentary. It was a very different world when the RFU enjoyed the Rugby World Cup in Japan at the start of the season. Sweeney took the time to congratulate Japan again on a well-staged, record- breaking World Cup, especially given that it took place in the face of the tragedy of Typhoon Hagibis. On the pitch, Eddie Jones and the most diverse England senior men’s squad ever secured some great victories and, while the result did not go the way we wanted in the final, the RFU is proud of Eddie’s and the squad’s achievements. In regard to the 2020 Guinness Six Nations, with the final match against Italy postponed, England currently sits top of the table on points difference. The RFU is in dialogue with the Six Nations and other Unions regarding options to reschedule for later in the year. England Women started this season with a clean sweep in the Quilter Internationals in November.They were on course for back-to-back Grand Slams in the Six Nations, when rugby went into lockdown and the home Six Nations matches drew impressive crowds. The shutdown of sport has presented big challenges for our grassroots clubs. They need simple, focused support which delivers real benefit. The RFU wants to help them to be financially innovative and sustainable, to address the adult male 15s challenge, and to run and retain youth and women's teams for the future development of the sport. Diversity remains essential. The senior mens team represented our most diverse to date with 35% BAME players and 70% coming from state school under the age of 16. Sweeney explained this should inspire us all to make our game, and its unique values, more accessible to a wider and more diverse group of players and administrators. Before the season ended early, player numbers suggested a continued increase in age grade teams, growth among women players, and men’s player numbers stable. January’s Adult Male Competition Future Structure Survey had 6,000 responses of which 48% were players and the RFU recently held webinars to help

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understand the views of rugby players and clubs about creating a competition structure which meets their needs both now and for the future. The RFU is now into deep consultation to review the options available and ensure the organisation does what is right for the game overall.The Game On principles, allowing teams short of numbers to play with smaller teams over a shorter match duration, continue to provide flexibility, helping more games to take place. Sweeney highlighted that the women’s and girls’ game continues to go from strength to strength, with 40,000 registered women players in over 400 clubs, 90,000 girls taking part in schools, colleges and universities, and 10,000 female Touch players. The RFU has a target to reach 60,000 registered players by 2029 with 220 more clubs and 1,513 more teams playing women’s and girls’ rugby. The organisation’s investment in the grassroots game continued and included grants to clubs affected by extreme weather conditions in January and February. The Rugby 365 AGPs were used by over 360 clubs over the year, with almost 5,000 matches hosted. New AGPs were completed at Lymm and RFC, taking the total number of operational RFU AGPs to 28 across England. The All Schools target of taking rugby to a further 750 state secondary schools was reached in September 2019 and celebrated at Luton’s Lealands High School. The Quilter Kids First pledge has now been signed by more than 1,000 clubs and schools, with 10,863 coaches and referees on Quilter Kids First courses. The Half Game Rule became a mandatory regulation this season for age grade players in all clubs, schools and colleges, ensuring that every player now gets at least half a game rather than sitting on the sidelines. Important work with universities has seen some 2,500 players at risk of leaving rugby retained. O2 Touch remains popular among university students and the O2 Touch season’s target of 35,000 players was hit in March. The RFU continues to train and support community coaches and referees who are so essential to the game. Female coach and referee numbers continue to increase as the RFU raises the profile and importance of women coaching in both the men’s and women’s game. The RFU is fortunate to have more than 100,000 volunteers ensuring that everyone has the opportunity to play and that our community clubs thrive. The Mitsubishi Motors Volunteer Recognition Programme has thanked many of them. Sweeney noted that Covid-19 presents huge challenges across the game and the RFU will work closely with Constituent Bodies to support clubs, competition organisers and the wider rugby community in preparing to restart rugby in what is likely to be a challenging environment. The CEO has great confidence in our clubs. The RFU has been inspired by the many stories of the rugby family working together to support the most vulnerable in their community – Sweeney noted how this encapsulates the unique spirt of rugby and reinforces that clubs across our community game are more than just rugby clubs in their local communities. Sweeney assured the members that the RFU is on top of this most challenging of times and is confident that this spirit and resilience during this period will ensure that everyone will come through this together and emerge stronger. In response to Buckinghamshire Country RFU (CB) Sweeney explained that all areas of the game are being scrutinised in terms of the RFU’s ability to support them, the organisation has been in dialogue around running a consolidated GB 7’s team to reduce costs. The RFU is also in discussion with UKSport who would help fund our 7’s team to be able to compete at the Olympics. In response to Hillingdon Abbots RFC, who queried whether the RFU would relax a number of Regulations (namely 3.3.1(d) and 3.5) as it was likely a number of clubs would fall foul of these, Angus Bujalski (Legal & Governance Director) explained that that these regulations relate to the minimum numbers of matches that clubs must play over two years to retain voting membership. He explained that at the start of each season the RFU audits which clubs have played the requisite numbers of matches, and which clubs were at risk. This was already on the agenda at the next Governance Standing Committee meeting, as the RFU does not want to prejudice against clubs who are affected by the pandemic. Following two questions received from Marlborough RFC, Sweeney explained that, in regard to the 150th anniversary of the RFU, the celebrations would have to be scaled down in light of the crisis. However, it will be a great opportunity to celebrate this important milestone and the RFU is in conversations with its President-elect to mark the anniversary, but it was important to state it will be somewhat toned down from the original ambitions. In answer to the second question,

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Sweeney explained that the RFU was lobbying hard to reduce the social distancing distance from 2m to 1m as it aligns with the World Health Organisation guideline figures. In reponse to Melksham RFC, Sweeney explained that, in terms of getting level 6 and below back playing rugby, the RFU was well represented by a number of medical groups who were providing the organisation with expert advice. A lot will depend on how much Covid-19 stays within society, however the RFU has published its 5-stage road map to return to play, currently rugby is at stage B which allows groups of 6 to engage in controlled training. It is the RFU’s belief that there will need to be a 4-week period between the final two phases, with a hope to hit that penultimate phase in August to allow a restart in September, which is the primary target date. If this date cannot be achieved, November and then January would be the next target dates. Following a question from Ripon RUFC Ltd, the CEO explained that the RFU generates around 85% of its revenues through the Men’s team playing at Twickenham, so it is important they perform well from that point of view but also to help inspire the next generation coming through. In that context, reaching the final of the World Cup was indeed a good achievement and value for money. The CEO confirmed to Colerne RFC that the data on the funds allocated to the Area Facility Managers to issue grants to clubs for facility improvements could be shared and the RFU will respond to this query in due course. In reponse to Bournville RFC, Sweeney noted that the RFU was working closely with each CB and constantly monitoring clubs. The loan process has been a success so far but the RFU or CB can look at this case offline. In reponse to concerns from Stow-on-the-Wold & District RFC around the reduction in numbers in the adult male players, Sweeney noted there were a number of factors being reviewed such as time and travel. When compared to other team sports, rugby was in a relatively good position around number retention. Following a question in regard to Clubhouse reopenings from Hope Valley RUFC, the CEO explained that the advice the RFU had received was that if you have a licence to serve food and drink and you have the grounds to serve it, then the club shold contact the local authrority to ask for permission to do so. In reponse to Colchester RFC and following a question around using academy players instead of overseas players to help with budgets, Sweeney assured the members that the RFU was in constant dialogue with PRL over these ideas and suggestions. In response to Chosen Hill Former Pupils RFC, Sweeney stated that the RFU was looking at various different options and formats of the game to allow a faster return to the game for minis and youth rugby.

3. Financial Report and Annual Report and Accounts 2018/2019 Sue Day (Chief Financial and Operating Officer) noted that the annual report from 2018/19 had been audited, approved and published in November 2019. Day provided highlights from 18/19 where it was noted that the RFU had an operating profit of £14.9m, capital employed equalling £196m, bank borrowing of £60m and P&L reserves of £28.6m. Day provided some highlights of the 2019/2020 year which was not quite completed but the expectation was that the Consolidated Group revenues are forecast for £160m, compared to £180m in the Business Plan. As Sweeney had mentioned previously, a loss was planned due to it being a Rugby World Cup year with a low match profile at Twickenham which is how the business would normally make a large proportion of its income. The organisation expects a loss to reserves of £22m compared to £20m in the Business Plan. Most losses in the year incurred by Covid-19 have been mitigated by cost and investment savings. One area affected by Covid-19 is the P&L investment in rugby, which is £94m, £7m less than budget. Day went onto explain that the RFU’s revenue has been significantly impacted by the Covid-19 crisis which was a shame as the organisation had been ahead of its forecasted revenue before the crisis took effect. The positive to take was that the RFU was still creating new sponsorship and partnership deals and renewals. In terms of investment, Day explained that the total investment into rugby for the 2019/2020 financial year would be £94m, a decrease from the £100m in the 2018/19 year. The organisation’s investment into grassroots rugby is £28m,

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compared to £34m in the 2018/2019 year. The reason for these reductions in investment was that it was part of a continued effort to reduce spending as future revenues are lower than previously forecasted due to Covid-19. The RFU’s capital investment was £8m which was primarily stadium focused. Day went on to explain the RFU will have year-end borrowing of £75m against the current gross facility of £100m and the organisation’s cash was currently sitting at £30m.

The CFOO then went on to provide a preview of the 2020/21 year ahead, noting the current period of huge uncertainty caused by the current crisis. This uncertainty will impact the organisation’s pre-covid forecast revenues of £215m, depending on when return to play will be and when the RFU can have people back in the stadium watching matches again. The uncertainty also means that the organisation’s levels of investment into rugby will be dependent on that too. This is why the RFU was looking to secure additional facilties to be able to manage the short-term cash impact, should the organisation require it. Day emphasised the fact that we currently did not need this additional facility but that it would be important to have it to create extra headroom for the organisation. Day finished by stating that there were difficult years ahead that would lead to tough decisions to make, but reassured the members that the organisation is managing the financial position carefully to ensure the Union remains in a stable position for the ongoing future. Ian Clayden of Auditors BDO, provided an Audit Report. Clayden noted it was a pleasure to address the RFU on behalf of BDO for the first time and explained that the members had access to the Auditor’s Report and therefore did not propose to read it in its entirety. The audit was conducted in accordance with the international standard of auditing and the report was unqualified. Clayden explained this meant that the financial statements were perceived to give a fair and true position of the performance of the organisation and that they were properly prepapred in accordance with the Cooperative and Community Benefit Societies Act 2014. Clayden also reported on two key matters BDO had highlighted: the recognition, depreciation and impairment of tangible fixed assets in light of the East Stand redevelopment at Twickenham Stadium; andthe recognition and measurement of deferred assets. The report also included going concerns and Clayden reiterated that BDO is engaged by the members and would remain approachable and accessible despite the current Covid Crisis. In response to a number of questions submitted around the increase in borrowing facility from the bank from the Army Rugby Union (CB), Gloucester & District and Wymondham RFC, Day explained that, in the most likely scenario whereby the Autumn Internationals are played with no or reduced capacity crowds, we still do not forecast the need to draw any more borrowing. The situation where we would need to secure an increase in available facilities would be if there were no matches played all of next season, which is why we want to get this approved now. There is no security involved in the increase in borrowing.

4. Appointment of Auditors for the 2019/2020 Accounts It was AGREED that BDO would be re-appointed as RFU auditors to audit the 2019/2020 RFU Accounts.

5. Rule Changes Chris Cutherbertson (Chair of the Governance Standing Committee) noted that there was one proposed amendment to the Rules requiring approval by the game in this General Meeting. Currently, under Rule 4.2(b), approval of the members is required for the Union to borrow more than £100m. This limit has been in place since 2008 and, with the current Covid-19 pandemic having caused severe uncertainty and disrupting the Union’s revenue streams, the RFU may need to borrow more than the current limit in order to ensure the safety of the game and the Union. As Day has already stated, currently the forecasts for borrowing peak below £100m. However, if the situation was to worsen, the RFU would need to access these funds in a timely manner, which is why the organisation was seeking approval from its members at the General Meeting. Cuthbertson also noted that, if the rule change were to be approved, the Board would still require Council’s approval for any increase in borrowing. The proposed changes to Rule 4.2(b) were:

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At the time of the borrowing the sum of the amount remaining undischarged of monies borrowed and of the amount of the proposed borrowing shall not exceed one hundred and fifty million pounds (excluding any borrowing from government or such other greater sum as Members in General Meeting may from time to time determine provided that for this purpose (…) In response to a question from Bedford Athletic RFC, Cuthbertson noted that this change in borrowing was a permenant change, Bujalski added that if the additional borrowing was approved, it did not mean the RFU would automatically draw down to the limit. It was AGREED that the change to the Rules as laid out in the notice circulated would be adopted.

6. Any Other Business A number of questions had been received within the ‘AGM portal’. The first to be addressed was from Stow-on-the-Wold & District RFC and Goole RFC concering the investment between community and professional rugby. Sweeney noted that, after taking the costs of the PGA agreement out, the investment is around a 50:50 split. The CEO went on to add that currently, the RFU invests far more into the community game compared to other Unions and urged members to look at the numbers being invested rather than the percentage. Sweeney also answered a second question from Stow-on-the-Wold & District RFC in regard to a suggestion made by Francis Baron, noting that the suggestion was met with reservations from the Southern Hemisphere as well as those organising the 2023 World Cup. World Rugby suggested it would not be feasible given the significant logistical work it would take. Furthermore World Rugby have been working on a number of packages for the game when we return to play. In response to Northwich RFC, Sweeney noted that when Twickenham was closed the RFU were vulnerable. This is not just because of ticket sales but also because sponsors want the exposure and to be part of a successful Men’s and Women’s team, neither of which are happening when stadium is closed. Following a query from Camp Hill RFC, Bujalski confirmed to the members that the rule change was an enabling rule that allows borrowing to go to the new level of £150m, but that this does not mean that the RFU will borrow to this limit. Indeed the expectation is that the organisation will not do so and that this rule change is needed in case the crisis worsens. Bujalski went on to confirm that the members had the power to revert this rule if they deem fit. In response to a question regarding the England aspirational teams programme from Ripon RUFC, Sweeney explained that the RFU is having to scurtinise all its programmes and areas the organisation invests in. Due to finite resources, programmes may continue, temporarily be cut or postponed and this is something the RFU is currently going through during a prioritisation progress. Following a question from Bedford Athletic RFC, Sweeney noted that part of the feedback process of the Competition Review via webinars flagged the fact that there was not an option to keep the current status quo. This is something Steve Grainger (Rugby Development Director) and his team are dealing with.

7. Any other relevant matter for the consideration of the Council and/or the Board of Directors during the ensuing year, but on which no voting shall be allowed No matters were raised.

8. Appointments It was noted that when the members agreed to make changes to the Rules to implement the Sport England governance code, one of the additional key safeguards for members was their right to ratify appointments to the Board and certain other key roles. Thus, members were required to ratify the following appointments: Andy Cosslett Chair of the Board of Directors for a further one-year term until 31 July 2021; Genevieve Shore Independent Non-executive Director for a second three-year term until 31 July 2023; Chris Cuthbertson Chair of the Standing Governance Committee for a final two-year term until 31 July 2022; David Roberts Chair of Community Game Board for a three-year term until 31 July 2023;

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Philip de Glanville Senior Representative on the Professional Game Board for a second two- year term to 31 July 2022; Paula Carter Council Elected Director for a three-year term until 31 July 2023; Stephen Pearson Council Elected Director for a second three-year term until 31 July 2023.

The AGM RATIFIED the appointments put forward, outlined in the AGM pack.

9. To elect the President, Senior Vice-President and Junior Vice-President for 2020/21 The nominations for presidential positions agreed by Council in accordance with Rule 8.2 (i) were as follows: President Jeff Blackett Senior Vice-President Nigel Gillingham OBE Junior Vice-President Rob Briers The AGM APPROVED the Presidential positions for 2020/2021.

10. *Presidential Acknowledgements The President congratulated Jeff Blackett as the new RFU President for the 2020/21 season and looked forward to supporting him in the same manner he had been supported. Wheeler went on to thank Nigel Gillingham for his support and congratulated Rob Briers on joining the Presidential Team. The President reflected on how it has been an unprecedented season, with huge challenges for Wheeler both personally and for the game of rugby itself. With this in mind, the President thanked Council, Board and the Executive team for their unwavering support over the season, with particular thanks to Andy Cosslett (Chair of Board of Directors ) and Bill Sweeney (CEO) for their support and guidance. Wheeler also went on to thank all the background and IT staff for all the unseen work and patience, particularly over the last few months as meetings became virtual. Wheeler noted the fantastic trip to Japan and the brilliant effort the England Men’s team made during their World Cup campaign, particularly highlighting the semi-final performance against New Zealand as one of the best performances he had ever witnessed. The President also noted the strong performing Women’s team and U20’s, stating English Rugby looked in fine health. Since then, the world has been dealing with one of the worst pandemics of the modern era and rugby has been and is being massively affected by it. The President was confident that better times would be waiting ahead and rugby would be played again. Wheeler was immensely proud of the way the Executive team, Council, Clubs and volunteers are handling the difficult situation, with a general thankyou to all those that continue to ensure the survival of the game. Wheeler looked forward to helping and staying involved in rugby for many years to come and he welcomed Jeff Blackett into his new role, noting that he would be an asset to the Union. Jeff Blackett thanked Peter Wheeler and everyone who had helped him during a difficult time to prepare for his Presidency. Blackett noted that it was an enormous pleasure and honour to be President of the RFU. Blackett welcomed Rob Briers to the Presidential team as Junior Vice- President. On behalf of the RFU and the game, Blackett thanked Peter Wheeler and mentioned how he personified his outstanding service to the game and wished him and his wife Margaret all the health and happiness in the future. Blackett also took the opportunity to thank the Executive staff for all they were doing for the game, and noted a special thanks to the CEO and Chair who were the right people to lead us and the Board during this crisis. The incoming President noted that never, in modern times, had the RFU faced such a serious challenges to its own existence. However, that challenge can and has brought the best out of many of our people during the crisis and provided us with an opportunity to address a number of difficult issues. Now, more than ever, we must reinforce the values of the game and ensure that rugby represents the face of modern times in diversity and opportunity. As rugby comes out of Covid-19 restrictions, and we look to rebbot the game there is much to be positive about. The incoming President noted that the game can take real confidence that the Executive team, the Board and Council are ready and able to oversee positive changes as the organisation strives to be an innovative and modern Governing Body, a key influencer on the global rugby stage and in touch

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with its membership. The incoming President also noted his intentions for the RFU’s 150th anniversary and his goal to visit each CB during his presidential season.

The incoming President thanked everyone attending the AGM and looked forward to an exciting season ahead.

There being no further business, the meeting closed at 18.40.

*The full text of both the incoming and outgoing Presidents’ speeches can be found on the RFU AGM webpage full.

11 of 11 RFU ELECTED COUNCIL REPRESENTATIVES FOR 2021/22

Constituency Council Member Army Brig. James Cook OBE Berkshire David McAteer Buckinghamshire Simon Winman (replacing Chris Smith) Cambridge University Dick Tyler Championship Clubs Steve Lloyd Cheshire Colin Free (replacing David Ewing) Cornwall Alan Milliner MBE Cumbria John Rogers (re-elected) Devon Rob Masters (replacing Maureen Jackson) Dorset & Wiltshire John Constable (replacing Ron Jones) Durham Paul Candlish Eastern Counties Roger Pierson (re-elected) East Midlands Steve Miles England Colleges John Hole (replacing Malcolm Wharton CBE) ERSFU Fred Batchelor ERSFU Nigel Orton Essex Simon Wakefield Gloucestershire Keith Gee Gloucestershire Simon Thornton (replacing Simon Collyer-Bristow) Hampshire Terry Burwell (re-elected) Hertfordshire David Roberts (& Chair, Community Game Board, & Board Member) Kent Roger Clarke (re-elected) Lancashire David Clarke Lancashire Ken Andrews Leicestershire Peter Howard (re-elected) Middlesex Chris Cuthbertson (& Chair, Governance Committee, & Board Member) Middlesex Eddie Keal (replacing Rob Udwin) National Member Maggie Alphonsi MBE (re-elected) National Member Martin Corry MBE (re-elected NCA John Inverdale North Midlands Charlie Hemmings (replacing Stephen Guy) North Midlands Paul Kaminski Northumberland Penny Stewart (replacing Danny Hodgson BEM) Notts, Lincs & Derby Chris Brookes Notts, Lincs & Derby Jackie Dyer (replacing Mike Waplington) Oxfordshire Robert Walsh (re-elected) Oxford University Stephen Pearson (& Council Elected Director) PRL To be confirmed (to replace Darren Childs) RAF Wing Cdr Peter Whiting (& Council Elected Director) Referees Dr Tim Miller (re-elected) Royal Navy Cdr Kirsty Marlor RPA rep Richard Bryan Somerset Steve Mead Staffordshire Michael Procter (re-elected) Students Phil Atwell Students Phil de Glanville (& Senior PGB Rep & Board Member) Surrey Paula Carter (re-elected) (& Council Elected Director) Surrey John Crate (replacing Malcolm Caird) Sussex Gary Henderson

1 of 2 RFU ELECTED COUNCIL REPRESENTATIVES FOR 2021/22

Constituency Council Member Warwickshire Matt Smith Women’s & Girls’ Rep To be confirmed (replacing or reappointing Lou Latter) World Rugby Rep Deborah Griffin World Rugby Rep Jonathan Webb (& Council Elected Director) Yorkshire Ted Atkinson (re-elected) Yorkshire Joe Bedford (replacing Jim Chapman)

Presidential Team Past President Peter Wheeler President HH Jeff Blackett Senior Vice-President Nigel Gillingham OBE Junior Vice-President Rob Briers

Ex-officio Council Members Chair of the Board Tom Ilube CBE (subject to AGM ratification) Chief Executive Bill Sweeney

2 of 2 2020

ANNUAL REPORT CONTENTS

01 OUR PURPOSE 02 OUR VALUES 03 PRESIDENT’S FOREWORD 04 CHAIRMAN OF THE BOARD

06 STRATEGIC REPORT • Strategic Priorities • CEO’s Review of the Year • Financial Review • Responsibilities of the Board (s172) • Future Outlook • Major Risk and Uncertainties • Corporate Social Responsibility

35 DIRECTORS’ REPORT • RFU STRUCTURE • EMPLOYMENT STATEMENT • EMPLOYEE CONSULTATION • EQUALITY STATEMENT • GOING CONCERN • CORPORATE GOVERNANCE

52 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE RUGBY FOOTBALL UNION 56 GROUP PROFIT AND LOSS ACCOUNT 57 PARENT PROFIT AND LOSS ACCOUNT 58 GROUP AND PARENT STATEMENT OF COMPREHENSIVE INCOME 59 BALANCE SHEETS 60 GROUP STATEMENT OF CHANGES IN EQUITY 61 PARENT STATEMENT OF CHANGES IN EQUITY 62 GROUP CASH FLOW STATEMENT 64 NOTES TO THE FINANCIAL STATEMENTS 90 FOUR-YEAR SUMMARY OUR PURPOSE 0 0 TO ENRICH LIVES, INTRODUCE MORE PEOPLE TO RUGBY UNION AND DEVELOP THE SPORT FOR FUTURE GENERATIONS

The Duke of Sussex, Patron Board of Directors Executive Directors Jeff Blackett,President Andy Cosslett, Chair Bill Sweeney, Chief Executive Paula Carter Sue Day Chris Cuthbertson Steve Grainger MBE Sue Day Simon Massie-Taylor Philip de Glanville Conor O’Shea Simon Massie-Taylor Stephen Pearson Company Secretary Dominic Proctor Angus Bujalski David Roberts Genevieve Shore Bill Sweeney Jonathan Webb Helen Weir CBE Wing Commander Peter Whiting Annual Report 2020 0 OUR VALUES 0 TEAMWORK RESPECT ENJOYMENT DISCIPLINE SPORTSMANSHIP

RUGBY UNION IS PLAYED BY A COMPLETE CROSS SECTION OF THE COMMUNITY, WITH THE RFU RESPONSIBLE FOR AROUND

SUPPORTED BY A VOLUNTEER WORKFORCE OF 4 500,000 1,900 1,400 100 130 MORE THAN MILLION REGULAR RUGBY CLUBS SECONDARY COLLEGES UNIVERSITIES ENJOYING PLAYERS SCHOOLS PLAYING PLAYING RUGBY PLAYING COMPETITIVE COMPETITIVE COMPETITIVE RUGBY RUGBY 100,000 RUGBY

IN THE IN OPERATING THE ENGLISH GAME PAST YEAR AT ALL LEVELS. PROFITS MADE THE RFU BY THE RFU ARE INVESTED IN THE INVESTED £94.7m SPORT.

Annual Report 2020 PRESIDENT’S FOREWORD 0 0

JEFF BLACKETT PRESIDENT

Becoming President of the RFU for the RFU’s Distinguished Members, Bob served February. England v is the oldest coming season is a tremendous honour. I as the Council member for Durham from international match and that weekend is would like to thank the game for electing 1986 to 1997. His legacy and that of all the closest international weekend to the me and congratulate Nigel Gillingham, who have died over the past year, having actual 150th birthday on 26 January 2021. who now becomes Senior Vice President, devoted their time for the good of rugby, and Rob Briers, who becomes Junior Vice will continue to inspire our efforts on As President, I intend to visit every CB President. For me it is the culmination of a behalf of the game. during my term of office to provide a direct long association with rugby and a real love link between the RFU and the grassroots. for the sport. Having been a member of I am the fourth RFU President to come Sally and I also hope to complete a 150- Council for 20 years, I have seen the huge from my club, US Portsmouth, and my mile sponsored walk visiting various clubs contributions made by current and former thanks go to both my club and CB, the around the country to raise funds for our Council members and I would like to pay Royal Navy Rugby Union, for lifetime official charity, the RFU Injured Players tribute to all of them. Like many volunteers friendships and for giving me the Foundation, which does tremendous around the country, they work so hard to opportunity to serve the game in so work, and to act as a catalyst for clubs to support and manage our great game. This many roles. participate and raise funds themselves. work is indispensable and will be even more so as we emerge from the current Our sport is built on a unique set of core As rugby returns during such a coronavirus crisis. values: Teamwork, Respect, Enjoyment, challenging time, we are grateful for the Discipline, and Sportsmanship. It is what physical and mental wellbeing it brings I would particularly like to thank our attracts so many young people to the game and the camaraderie it offers. We want 2019/20 President Peter Wheeler. He and keeps them involved throughout to attract more people to play and watch personifies a long and outstanding their lives. As we all come under pressure our great game. We also have an almost service to the game as a great player, during these difficult times, it is important unique opportunity to develop the game an administrator in both the amateur that we do not forget those core values. nationally and internationally to make and professional era, and someone who They have been at the forefront during this it more attractive and financially viable. understands the pressures of the modern pandemic, as evidenced by so many of our Our aim is to emerge from this crisis professional club game and international club volunteers helping the national effort as a united game – club and country, rugby. He and his wife, Margaret, have been and providing succour to those in need. professional and amateur, Unions and superb ambassadors for the game. None World Rugby. This remains achievable – of us could devote so much time to rugby Now, more than ever, we have to reinforce we have the Executive team, Board and without the support of our partners; I have those values as we cope with the effects of Council capable of leading change and out been immensely fortunate to have my wife, coronavirus. They will help us to become of this current adversity we look forward to Sally, by my side since playing for the Royal more inclusive as we strive to ensure a positive future. I am proud to be part of Navy against the Army at Twickenham that rugby union represents the face of the team that will make this happen. nearly 40 years ago, and winning. modern England, not least so that we can increase participation and grow the game. Thank you again for electing me to be your My thanks also go to our Council members Diversity and inclusion will be key during President and I look forward to serving you who stepped down at the end of the season my Presidency. in the season ahead. after many years’ service: Allan Butcher, Damian Hopley, Geoff Irvine, Chris Kelly, This is the RFU’s 150th anniversary Charlie McGinty, Ian Metcalfe, Ewen season and, although we will have to scale Murchison, Norman Robertson, Andy down some celebrations, that should not Shorney, Ivor Smith and Robin Wannop. prevent us from looking back on what has been achieved over that period, while Over the past season and during the looking forward to a bright, if changed, coronavirus pandemic, we have lost some future. The main RFU celebrations will be valued servants of the game, among them around the men’s and women’s England v Bob Archer who died last May. One of the Scotland matches on the weekend of 6/7

Annual Report 2020 CHAIRMAN OF 0 THE BOARD 0

ANDY COSSLETT CHAIRMAN

As we sat enthralled by our team’s for those community clubs in immediate business scenarios from a cash point progress at the Rugby World Cup last distress and collaborating with the of view. Further options to improve our autumn, no one could have imagined what authorities in their management of the liquidity position remain available should the rest of the year had in store. The world virus. We also began detailed planning they be required. may have been turned upside down since work to assess financial outcomes across then, but the memory of that fabulous a range of scenarios reflecting different The financial outcome for the year saw total tournament has not dimmed. I would like durations of the virus and its impacts. group revenues of £167.0m (£213.2m prior to congratulate Japan on the brilliant year), operating losses of £10.8m (£14.9m hosting of the tournament and to say a big From this work it quickly became clear profit prior year) and losses to reserves of thank you to Eddie Jones, his support team that in the more extreme scenarios £27.1m (£3.9m profit prior year). 19/20 was and all the players for their exceptional the cash position of the Union could a Rugby World Cup year and as such was efforts. You made us all very proud and for become stressed. Action was therefore planned as a low returning year for the five memorable weeks gave the country a taken to improve the overall liquidity Union with no autumn internationals played big lift. position by reducing costs wherever and only two Six Nations games played possible and extending our debt facilities. at home. The impact of the pandemic has Covid-19 is proving to be a huge challenge Cost actions included reductions in all been felt during the year with strong cost for every level of our sport and, seven discretionary spending, taking advantage management partially mitigating the lost months in, the environment remains of the Government’s various support revenue. The impact will be felt most during highly volatile and uncertain. The RFU is programmes such as the furlough scheme the 2020/21 financial year, with estimated not immune to the economic pressures and, as the long term impact of the virus lost revenue of £145m. being caused by the virus and, just like became clearer, a structural review of the clubs, we have had to act decisively to entire organisation. This comprehensive In line with good governance practice, ensure we are in as good a position as we review took three months to complete and we conducted a three-yearly independent can be to weather the storm. has resulted in 119 colleagues leaving the review into the effectiveness of the RFU, with the process being finalised for Board. The review concluded that the At the outset of the pandemic our early a few remaining positions. This was a sad Board is operating effectively. The priorities were securing the safety of our outcome with many friends and colleagues recommendations we received are being colleagues, providing financial support saying goodbye. We can only wish them all actioned, including consideration of how the very best for the future and thank them we reduce the size of the Board. wholeheartedly for their efforts on behalf of the Union. During the year the Union received ‘Outstanding’ and ‘Good’ ratings from To provide further headroom in our Sport England’s annual audit of the lending capacity the Board secured Union’s financial control and governance. approval at the AGM to increase its borrowing limit and arranged a new credit Diversity and Inclusion are key priorities facility with our relationship bank of £19m. for the RFU with an action plan agreed As at 30 June, total confirmed gross bank and implementation group in place to facilities were £100m, the outstanding loan sponsor and support change across the balance was £75m and cash in the bank volunteer network. This plan underpins was £38.4m. The new facility was signed the community game. Additionally, a in August and so total available facilities Board level strategic review is underway now stand at £119m, £44m of which were looking at Board and Executive level undrawn as at the date of signing the policy in this area. The RFU Board has Annual Report (£19m committed revolving made a new commitment to achieving credit facility and £25m uncommitted a Board composition of 30% female and overdraft). We are now well positioned 15% BAME members by 1 August 2022 at to cope with all but the most pessimistic the latest.

Annual Report 2020 CHAIRMAN OF THE BOARD 0 0

DIVERSITY AND INCLUSION ARE KEY PRIORITIES FOR THE RFU

I would like to thank both Deborah There will be significant challenges in the Griffin and Rob Briers who have stepped immediate and long-term future which down from the Board after a great deal of the Board and our Executive team, in excellent work. I am pleased to welcome to partnership with the RFU Council, will the Board Paula Carter and David Roberts. work hard to meet and I thank them all for Paula is one of the Council representatives their work on behalf of the game. for Surrey. She has a private and public sector executive background and is an experienced non-executive director, with rugby refereeing and disciplinary experience. David, the Hertfordshire representative on Council, an experienced rugby coach and the Head of Business Improvement at the Open University.

Annual Report 2020 0 STRATEGIC REPORT 0 STRATEGIC REPORT

Annual Report 2020 STRATEGIC REPORT 0

STRATEGIC PRIORITIES 0 CEO’S REVIEW OF THE YEAR FINANCIAL REVIEW RESPONSIBILITIES OF THE BOARD (S172) FUTURE OUTLOOK MAJOR RISK AND UNCERTAINTIES STRATEGIC CORPORATE SOCIAL RESPONSIBILITY REPORT

Annual Report 2020 0 STRATEGIC PRIORITIES 0

STRATEGIC PRIORITIES FOR THE YEAR TO 30 JUNE 2020

es oriti pri gic te Engage Grow ra st Protect Win

Protecting everything Engaging and inspiring Providing more rugby Putting sustainable that makes rugby in new audiences, through more success at the England so special while developing deeper opportunities for heart of the relationships with more people professional game those already involved in the game

enablers People

Being a sport renowned Innovation for its excellence, Technology that embraces diversity and Developing a culture and inclusion while attracting Using technology to environment that encourages and developing talent leverage competitive advantage innovation will enable us both on and o the field to be best in class

Annual Report 2020 STRATEGIC PRIORITIES 0 2019/20 KPIs 0 STRATEGIC KPIS

The 2017-21 Strategic Plan set out a number of strategic Key Performance Indicators (KPIs) to help track our progress against delivering the plan. These KPIs fell under the four strategic priorities - Protect, Engage, Grow and Win detailed here is an overview of our year end position against the delivery of those priorities. While it has been a challenging year due to the impact of the Coronavirus pandemic across a number of these measures, we reflect on a number of positive achievements in this strategic plan period.

Our Net Promoter Score Our Brand metrics Protect measures the satisfaction Engage remain strong of rugby participants. This fell in FY 19/20 to 55 We were behind target from an average of 60 in on Revenue due to the 18/19. This was due to a impact of Covid-19. fall in ‘supporter’ scores, considered to be driven by the curtailed season.

Our ‘Fans’ metric is made up of website visits social media followers and database numbers. Our numbers are behind target due to the curtailed season driving less traffic to our channels. Watching - Research results showing how many people think that rugby is a sport to watch Playing - Research results showing how many people think that rugby is a sport to play

We suspended measurement Men’s XVs – win rate at Grow when the season was Win 78% for the year. Runners stopped. Mid-season report up in RWC. showed teams, matches and players were on track at that Women’s XVs – win rate point Key Target at 89% for the year.

Men’s 7s – 5th in Sevens World Series (suspended mid-season due to COVID)

Women’s 7s – 8th in Seven’s World Series (suspended mid-season due to COVID)

Actual Target FINANCIAL KPIS £m £m

Our financial KPIs show that we have not met our financial metrics in the year. Revenue 167.0 190 In addition to the KPIs set, loss to reserves at £27.1m was also behind plan. Profit before 83.9 90.0 Further detail is set out in the financial review of pages 18 to 21. rugby investment

Operating profit (10.8) (11.5)

Annual Report 2020 CEO’S REVIEW 1 OF THE YEAR 1

BILL SWEENEY CEO

This has been a difficult year and these predicted losses prevent investment the international game; and delivering on my thoughts and those of all at the in areas such as the women’s elite game our purpose of enriching lives, introducing RFU are with everyone impacted and community rugby. We were clear from more people and more diversity to rugby by Covid-19, both across the the outset that an autumn without crowds union while developing the sport for country and within our rugby union would leave us with little choice but to future generations. community. approach government for financial help to prevent clubs at the heart of communities We worked with the Department of Digital, The long-term financial challenges of across England, as well as players Culture, Media and Sport on the specific coronavirus are significant for the entire and volunteers, disappearing forever. financial impact of Covid on the RFU with economy. The RFU relies on revenue Premiership and Championship clubs reference to mass gatherings and social from matches and events at Twickenham will face significant financial hardship. distancing. We also made suggestions Stadium and re-invests this back into Our community rugby clubs are under on possible Treasury measures to help the game. With no rugby and no events, threat. Without crowds and league games, support rugby and other sports. we are looking at a potential short-term community rugby will, in the 2020/21 impact in the region of £145m in lost season, lose an estimated £53m in revenue. As one of the first sports to revenues in our ‘mid-case’ scenario. suspend play, we provided clarity We also know that there will be a much We made significant cost savings: on 6 and allowed clubs to mothball longer-term effect and are projecting a April furloughing 60% of our organisation, facilities and reduce costs. We four to five year recovery, with cumulative implementing short and some longer- then announced the mechanism to revenue reductions of around 20%. term pay reductions, introducing pension determine final league standings pauses, refining business planning and for the season. 2019/2020 was already budgeted to be a introducing stadium and office running loss-making year within a four-year cycle, efficiencies. With Twickenham Stadium We launched our £7 million support due to the costs of the 2019 Rugby World in lockdown, the North Car Park became a fund for the community game, as well as Cup campaign and only hosting two home drive-through coronavirus testing facility helping clubs to access small business Six Nations games. This was planned on 18 April handling over 1000 tests per grants from government and financial aid for, but nobody could have anticipated day at the peak. from Sport England. the current situation which is constantly moving. However through careful financial It soon became clear that short-term We released £1m of funding directly to management, we have achieved a loss cost reduction was not enough to run geographic Constituent Bodies, who added position that is slightly better than budget, a sustainable operation and safeguard a further £400,000 creating £1.4 million an excellent result given that we lost over our future. We needed to make difficult of immediate support for our clubs. We £15m of revenues in March to June 2020 decisions on continued investment, as accelerated release of the supplementary due to cancelled events. well as the appropriate size and shape of pot of £600,000 and implemented a holiday our business for the future. To maintain a on loan repayments. We also launched an It was important to achieve this level of sustainable RFU, we initiated a capability additional fund of up to £5 million, offering stability, given the level of losses that review and consultation process that clubs loans of £2,000 to £10,000, repayable we now know will impact in the coming identified 141 roles at risk of redundancy. interest free over three years, with an initial year due to Covid. Not being able to This was a painful process, however we payment holiday of up to six months. welcome crowds to Twickenham will have have consulted with colleagues in a fully significant negative impact on our finances transparent and fair way to completely A great deal of work went into the elite for the financial year to 30th June 2021. No remodel our business. return to play guidance and, led by Sport crowds at Twickenham for the autumns England, on the return to community sport means a circa £120m reduction in revenue We have to work differently in future, guidance. Our roadmap of steps to restart resulting in a loss of circa £45m. No fans entirely focusing on our priorities which training and playing rugby as lockdown for the Guinness Six Nations would mean are: supporting the community game and measures eased was shared with the rugby an anticipated £140m reduction in revenue our member clubs; maintaining our ability community. Our decisions have always with a loss of around £60m. Unfortunately, to compete and win at the highest level of been based on the best interests of players,

Annual Report 2020 CEO’S REVIEW OF THE YEAR 1 1 volunteers and clubs, and we only moved between stages when guidance and advice said it was safe to do so.

During the year we undertook a strategic review, referred to as Project Union, which took place from June 2019 to June 2020. This review defined:our purpose -- to enrich lives, introduce more people to rugby union and develop the sport for future generations; our vision -- having a successful and thriving game across England; and our mission -- strengthening and uniting and producing consistently winning England teams. This was underpinned by a player first approach, being open to all, and being financially strong.

Having begun defining our sub-objectives and associated priorities, when we went into the Covid pandemic it became essential to refocus. Work on Project Union has provided us with the in-depth analysis of where resources were invested and their effectiveness. We launched Project Rise, with a steering group from across our business, to coordinate the considerable amount of change required in restarting our core activity and reshaping the next 12 to 18 months and beyond. The equally important initiative was identifying the right capabilities needed across the organisation to deliver our core activities, focusing on delivering our key strategic objectives with fewer resources.

Our lasting commitment remains to both the community game – the lifeblood of our sport - and professional rugby. Without our grassroots clubs we would have no game and no England team. We remain committed to having world-leading coach, player, and officials pathways across the game to develop the talent that comes through the community to deliver consistently winning England teams with an unrelenting passion to be the best.

WITHOUT OUR GRASSROOTS CLUBS WE WOULD HAVE NO GAME AND NO ENGLAND TEAM.

Annual Report 2020 CEO’S REVIEW 1 OF THE YEAR 1

... (CONTINUED) round of the men’s and women’s Six and southern hemispheres on calendar Nations and cancel England’s Japan tour. alignment have been extremely positive. During the early part of the With Six Nations Rugby we launched a We are now entering into deeper season, Twickenham welcomed completely new tournament, the Autumn consultation with the major stakeholders of 471,992 rugby fans, with Nations Cup to take place over four the game regarding tournament structures, capacity crowds at the Quilter weekends between November 13th and economic impact, and player welfare Summer Internationals and December 6th, 2020. This gives us three related issues. our two Guinness Six Nations Quilter Internationals at Twickenham. We Test matches. The Killik Cup now face a very complex and congested In January, we signed a ground-breaking Barbarians v Fiji match saw fixture schedule, and have agreed a partnership with the other Six Nations over 50,000 attend (51,214), the number of mitigations in order to protect unions combining our collective men’s Varsity Match just under 20,000 the welfare of players. and women’s international broadcast (19,953) and Harlequins Big Game and associated series sponsorship rights. had over 75,000 (75,624) fans We have been in regular dialogue with Entitled Project Light, this bundles watching. Our England v Italy World Rugby, SANZAAR and the Six Autumn Internationals and Six Nations Quilter match at St James’ Park, Nations around opportunities that fixtures and is expected to strengthen Newcastle, had a near capacity can come from this crisis; specifically our negotiating position with the rugby crowd of 48,550. reviewing the global and domestic broadcasters. The partnership is also an calendar to improve alignment between important steppingstone to further global A great deal of work saw us reschedule club and country on a longer term basis. season improvement. postponed fixtures including the final Conversations between the northern

Annual Report 2020 CEO’S REVIEW OF THE YEAR 1 1

The key next step is the tendering of the The season brought notable partner Since rugby stopped in March, our social combined Autumn Internationals and Six activation backing the England team media team has tailored content to Nations broadcast rights. While this has in Japan’s 2019 Rugby World Cup. O2’s support government messaging, while been significantly disrupted by the current ‘Be Their Armour’ campaign included a keeping our varied audiences informed pandemic, the project has yielded a one off TV advert featuring six of the squad and and engaged. As a result, the England deal with Amazon Prime for the inaugural exceeded all of O2’s own KPIs, including Rugby social channels experienced which is an exciting 8.8m acts of support by fans, 78% over substantial year-on-year growth with first step. The longer term rights process target and greater than their 2015 Rugby figures for the year to date: 236m total is looking to restart later in the year, World Cup campaign. engagements on England Rugby social potentially with the added benefit of an media channels, with 218.6m video views. improved autumn product following the British Airways’ ‘Departure Day Live’ This is a 58% increase in engagements on discussions on the global season changes. behind the scenes Instagram content the full year last year and 55% increase in series became the most watched England video views. On our website we have also In terms of our commercial partnerships Rugby story to date. Wider support celebrated the outstanding nationwide this is clearly a challenging market was shown via national newspaper efforts of our game and our clubs in which has seen leading rights holders advertising. Mitsubishi Motors ‘Japan helping their communities and the NHS lose partners. However, our commercial Awaits’ competition gave club volunteers in this time of crisis. partnerships programme has proved the chance to travel to Japan and support robust. Mitsubishi Motors, Britvic, adidas, England. Over 28,000 entries saw six The Rising Sons inspiring Rugby Gilbert, Champagne Bollinger have volunteers attend the RWC Final. The World Cup campaign, with its extended their partnerships for the next team was also supported by activations 19-part weekly behind the scenes cycle. We were also delighted to announce from Canterbury, Quilter, , show, took fans on the journey the extension of our partnership with O2, Guinness, NatWest, IBM, Dove, Persil and with the team and generated 119m with a five-year agreement which has a Coco Fuzion. fan engagements, leading also to specific focus on growing the women’s an ITV documentary. game, starting in September 2021. Of particular note, in the community game, the Mitsubishi It was a very different world when we Furthermore, we saw eight new brands Motors Volunteers Recognition enjoyed the Rugby World Cup in Japan. join the sponsor family, namely: Umbro, Programme saw 33 regional This was a fantastic tournament and I Charles Tyrwhitt, Red Bull, Irwin Mitchell, recognition events, and over 1,750 would like to congratulate Japan again on Simplyhealth, Bremont, Optimum nominations. The programme a well-staged, record-breaking World Cup, Nutrition and most recently Allianz who was also nominated for Grass especially given that it took place in the are all in place for the beginning of the Roots Programme of the Year in face of the tragedy of Typhoon Hagibis. 2020/21 season. the 2020 UK Sponsorship Awards, subsequently postponed due to the coronavirus.

IN THE COMMUNITY GAME, THE MITSUBISHI MOTORS VOLUNTEERS RECOGNITION PROGRAMME SAW 33 REGIONAL RECOGNITION EVENTS, AND OVER 1,750 NOMINATIONS.

Annual Report 2020 CEO’S REVIEW 1 OF THE YEAR 1

... (CONTINUED)

On the pitch, Eddie Jones and the most diverse England senior men’s squad ever secured three wins out of three in pool C, before the cancellation of the final pool match against France due to the typhoon. The knockout stages saw two highly impressive wins against in the quarter-final and New Zealand in the semi-final.

While the result did not go our way against South Africa in the final, we are proud having won all four of their matches in London, Paris, Dubai and Cape of Eddie and the squad’s achievements, the Six Nations, when rugby went into Town postponed. England Women the youngest ever team to reach a Rugby lockdown. As defending champions, sat eighth on 36 points, with their World Cup final. The final became the England were on 19 points with their matches in Hong Kong, Langford year’s most viewed television event, with remaining match v Italy rescheduled for and Paris postponed. a peak audience of 12.8 million and was November 1- in Parma. watched by 79% of the viewing audience In the women’s , reigning across the UK. We now turn our attention Our home Six Nations matches drew champions continued to France in 2023 with more talent being impressive crowds, with 8,666 watching their impressive Tyrrells Premier 15s added to a skilful squad and the extension us beat France in , 5,000 capacity form, unbeaten in their 12 games before of Eddie’s contract as Head Coach to 2023. crowds for the matches against Italy in the season was cancelled. Harlequins Bedford and Ireland in , and Women were just behind them, The 2020 Guinness Six Nations started over 10,000 (10,219) at the victory over their only defeat against Saracens, with a disappointing away loss in Paris to at the . A total of with Loughborough Lightning and an improving French outfit but three wins 28 Elite Playing Squad contracts have been Gloucester-Hartpury Women making up in a row followed, including home matches agreed for current players. what would have been the play-off places. against Ireland and Wales in front of Seven of the 12 rounds were livestreamed sell-out Twickenham Stadium crowds and England men U20s opened their across England Rugby social channels a hard fought away win at Murrayfield in season with a victory over back-to-back with nearly half a million views. abysmal conditions. While the final match World U20 champions France under against Italy was postponed due to Covid. the guidance of new head coach Alan The Women’s Performance Management England sit top of the table on points Dickens, before another tight away victory Group’s work ensured a smooth re- difference looking to clinch a further Six in Scotland. Two home defeats to Ireland tendering for clubs to be part of the Nations Championship in the remaining and Wales followed before their season Premier 15s for the next cycle. Next fixture away to Rome on October 31st. was curtailed. Both home fixtures were season we welcome Women attended by around 7,000 fans. Their and Women to the league England Women, having enjoyed a hugely World Rugby U20 Championship in and we wish Richmond and Waterloo all successful 2019 and securing the Women’s Italy in July was cancelled due to the the very best and thank them for their Six Nations , started the coronavirus pandemic. contributions to women’s premier rugby. season with a clean sweep in the Quilter We would also wish those other clubs Internationals in November, including a In the 2019/20 HSBC World Sevens who tendered to be part of the Premier first win in France since 2012. They were Series England Men sat fifth on 77 15s well in their continuing desire to on course for back-to-back Grand Slams, points, with Hong Kong, Singapore, compete in the league.

Our professional match officials have THE FINAL BECAME THE YEAR’S MOST been doing great work. With four referees and two TMOs appointed for the Rugby VIEWED TELEVISION EVENT, WITH A World Cup matches, succession planning PEAK AUDIENCE OF 12.8 MILLION AND meant three contracted Assistant Referees were able to step up to take WAS WATCHED BY 79% OF THE VIEWING charge in the Premiership. There was a successful domestic season but Six AUDIENCE ACROSS THE UK. Nations appointments were cut short by coronavirus when matches were cancelled.

Annual Report 2020 CEO’S REVIEW OF THE YEAR 1 1

The shutdown of sport presented XVs game – a challenge that is raised by More than 120 Inner Warrior events were big challenges for our grassroots many clubs throughout the game. enjoyed by 4,600 women, leading to a clubs which are at the heart significant increase in teams. The RFU of their communities and the January’s Adult Male Competition Future also launched the Inner Warrior Series, lifeblood of our game. They need Structure Survey had 6,000 responses, of an entry level competition for teams born simple, focused support that which 48% were players. We held a series from Warrior Camps, which had 78 teams delivers real benefit. We want of nine webinars to help understand in 12 series choosing how to play, whether to help clubs to be financially the views of rugby players and clubs at centralised venues every other week, at innovative and sustainable, about creating a competition structure weekday evening matches, or traditional to address the adult male 15s that meets their needs both now and for home and away weekend fixtures. The challenge, and to run and retain the future. This is a very complex and national Leadership Academy support youth and women’s teams for the difficult initiative with varying views was funded via the Women’s & Girls’ future development of the sport. and perspectives across the levels of Action Plan. the community game. We are now into The senior men’s team represented our most deep consultation to review the options Our investment in the grassroots game diverse to date with 35% BAME players and available for season 2021-22 and ensure we saw new RFU Local Facility Grants 70% who attended state school under the age do what is right for the game overall, with awarding £70,363 to 37 clubs and RFU of 16. This needs to inspire us all to make our a Council presentation and discussion Facility Loans awarding £242,000 to six game, and its unique values, more accessible scheduled for October 2020. clubs. Extreme weather grants of £48,376 and available to a wider and more diverse were awarded to 15 clubs affected by group of players and administrators. The Game On principles, allowing teams extreme weather conditions in January short of numbers to play with smaller and February. A further £230,786 of To that end, following in-depth research, teams over a shorter match duration, Government flood relief funding was also the Union has made a commitment to continued to provide flexibility, helping secured by 46 clubs via Sport England. improving diversity and inclusion (D&I) more games to take place. There was also a across four key areas of the game. Fans, pleasing uptake in Electronic Match Cards Our Rugby 365 Artificial Grass Pitches Followers and Partners; Game Play – and online Age Grade Player Registration, were used by over 360 clubs over the year, Players, Coaches, Match Officials; Staff with over 165k GMS unique users. with just under 600,000 on field player and Board and Game Administration visits. Almost 5,000 matches were hosted – Volunteer leaders within Clubs, The women’s and girls’ game during the wet weather period from Constituent Bodies and Council. The continues to go from strength to January to March including an average of findings from our research amongst 4,400 strength, with 40,000 registered 150 community rugby matches each week. people from the community game, will women players in over 400 New AGPs were completed at Lymm inform our areas of focus for D&I action clubs, 90,000 girls taking and Chippenham RFC, taking the total planning in each part of the game. part in schools, colleges and number of operational RFU AGPs to 28 universities, and 10,000 female across England. Before the season ended early, player O2 Touch players. We have a numbers suggested a continued increase target to reach 60,000 registered The 2019 Rugby World Cup increased in age grade teams, growth among women players by 2029 with 220 more engagement by clubs with local players, and men’s player numbers stable clubs and 1,513 more teams communities through the Rising Sons although decreasing in the mens adult playing women’s and girls’ rugby. campaign and linking squad members with their formative clubs. The England Rugby World Cup squad launch was held at an All School in and All Schools from the North East featured as part of the England v Italy game in Newcastle.

The All Schools target of taking rugby to a further 750 state secondary schools was reached in September 2019 and celebrated at Luton’s Lealands High School, with the campaign’s ambassador, the Duke of Sussex, present. Representatives from All Schools then featured on the Twickenham pitch at the England v Wales Six Nations game.

Annual Report 2020 CEO’S REVIEW 1 OF THE YEAR 1

... (CONTINUED) busiest part of the season from April 1 being cut short. Investment into a new The Quilter Kids First pledge has now rewards scheme, powered by the O2 Touch been signed by more than 1,000 clubs and app, saw new sign ups increase over the schools, with 10,863 coaches and referees usually quieter autumn and winter months, on Quilter Kids First courses resulting and an increased regularity of existing in a current ratio of one trained coach/ players through a fresh new approach. referee for every 11 Under 7 to 13 players, an improvement on 2016’s one to 16 ratio. We continue to train and support The coaches’ Skills Series was viewed community coaches and referees who are over 180,000 times on YouTube and now so essential to the game. Before operations 90% of Kids First young players rate their were suspended in March, we had a total enjoyment of rugby at 8 to 10 out of 10. sign up to training courses of 15,782 for coaches and 2,675 for referees. First Aid The Half Game Rule became a training, including a mental health webinar, mandatory regulation this season involved 2,079 and safeguarding courses for age grade players in all clubs, involved 5,694, helping to ensure that schools and colleges, ensuring everyone enjoys a safe rugby environment. that every player now gets at least half a game rather than Female coach and referee sitting on the sidelines. Feedback numbers continue to increase from players and coaches is very and we supported 16 women who positive as this has created more completed England Rugby Level 3 / playing time for more players and Level 4 coaching awards as part of helps to keep them in the game. our drive to raise the profile and importance of women coaching in Of our 24 Focus Colleges, half completed both the men’s and women’s game. their three-year programme, delivering an overall increase in playing numbers, While the number of female referees is increased capacity and more players small, we are beginning to see signs of transitioning to rugby clubs. We have growth. Since its inception in 2016, the secured a further 162 places for rugby union England Rugby Referee Association has on the Diploma in Sporting Excellence, enrolled over 1,000 female members. Of after retaining 99% of last year’s 162 strong the 2,119 active referees in societies, 57 are cohort, giving a pathway and academic female. This is a priority area where we have partnership support from Academies and been engaging with the RFRU and referee Centres of Excellence for talented 16-year- societies to develop their offer to increase old male and female players. the transition rate from courses into these formal settings. The RFU Match Official Important work with 37 universities in 18 Development Team recently introduced the clusters has seen 20 officers employed England Female Match Officials forum. directly by the universities and significant match funding generated, with some 2,500 This season, we have piloted the Advanced players at risk of leaving rugby retained. Match Official Award (AMOA). The Our university partners are providing programme runs for a 12-month period and opportunities for 3,518 male and 869 has been developed in close collaboration female players of all levels, alongside the with the Professional Game Match Official BUCS programme. With 50 volunteer Team. Nationally during the pilot, we have Gamefinders nationally, 1,373 male and 659 36 students from various levels of the game, female students played in more than 100 of which seven are female. community clubs this season, and partner and cluster universities transitioned at least The National Panel, which manages 40% of graduates into a club. Additionally, RFU competitions at Levels 3 – 5, 81 Inner Warrior camps attracted more than has identified and worked with 1,000 women, 50% new to rugby. O2 Touch 12 female match officials. These remains popular among university students. officials attend regional technical training sessions and fulfil The O2 Touch season’s target of 35,000 officiating roles at Levels 3 – 5, as players was hit in March, despite the well as supporting professional

Annual Report 2020 CEO’S REVIEW OF THE YEAR 1 1

SINCE ITS INCEPTION IN 2016, THE ENGLAND RUGBY REFEREE ASSOCIATION HAS ENROLLED OVER 1,000 FEMALE MEMBERS.

match official matches, which lifetime support to players and their include Premier 15s and families with the aim of supporting international appointments. the injured player to lead as full and independent a life as possible. Fund Our intention to have a diverse and raising initiatives included the Six inclusive game was helped this season by Nations Supporters Draw and the the RFU being awarded a Sport England England Squad dinner on 14 February. grant to become the 34th project within This financial support enabled the the Families Fund portfolio, aiming to IPF to continue to support our injured get families in lower socio-economic rugby players and deal with coronavirus communities exercising together. challenges. Virtual get-togethers replaced regional lunches and match- We are fortunate to have more than day hospitality, and the charity grant 100,000 volunteers ensuring that everyone applications were dealt with remotely, has the opportunity to play and that our with support from the RFU finance team. community clubs thrive. The Mitsubishi Motors Volunteer Recognition Programme Covid presented huge challenges across saw 800 volunteers invited to the Quilter the game and, alongside our financial help Summer Internationals in Twickenham for clubs, support was made available via a and Newcastle. The Mitsubishi Motors dedicated Task Force and a coronavirus hub Volunteer of the Year Black Tie Awards and Club Support Centre on EnglandRugby. event was enjoyed by 40 volunteers and com, with a helpdesk for specific queries. guests, three receiving a Mitsubishi car for a Twice weekly Community Game Updates year, before six made the Journey to Japan. and many webinars have also taken place.

Many volunteers also rolled up their Our welfare advice before the start of a sleeves for the NatWest Rugbyforce new season included guidance on how weekend. The campaign, which players at all levels could get match ready. launched in January, saw them The RFU worked closely with Constituent improving local rugby clubs Bodies to support clubs, competition nationwide, with 579 registrations, organisers and the wider rugby 425 grants of £500, six grants of community in preparing to restart rugby in £1,000 and six of £3,000. a challenging environment.

We concluded a three-year partnership I have great confidence in our clubs. with , our Try for Change We have all been inspired by the many programme having made 18 grants stories of the rugby family working to to projects across England and support the most vulnerable in their internationally, using rugby to improve communities, encapsulating the unique and support the lives of disadvantaged spirit of rugby and reinforcing the fact people. Work with Sport Relief also that clubs across our community game saw International Mixed Ability Sport provide more than just rugby. introduce mixed ability rugby to 20 Yorkshire and Midlands rugby clubs. I am confident that this spirit will ensure These teams continue to ensure that we will come through this together players with and without disabilities and emerge stronger. The resilience, can play full contact rugby together, resourcefulness and commitment of the increasing social integration, diversity organisation has also been remarkable in awareness, and changing perceptions. helping us manage our way through this exceptionally challenging period. The RFU Injured Players Foundation continues to provide immediate and

Annual Report 2020 1 FINANCIAL REVIEW 1

SUE DAY Chief Operations and Financial Officer

This is a financial review unlike Returning to the year ended 30 June 2020, equivalents. This set of matches compares any that has gone before in the the loss taken to reserves was £27.1m after to 2018/19 when there were four Old recent history of the RFU. Prior to investment of £94.7m into the game. Mutual Wealth Autumn Internationals and Covid-19 hitting, our revenues Revenues were 22% lower year-on-year at three home Six Nations matches. were running slightly ahead of £167.0m (compared to £213.2m in the prior budget, but the loss of all activity year) driven largely by the double impact Broadcasting revenue decreased by £6.3m in the last quarter of the year of Covid-19 and a reduced number of men’s (13%), from £49.7m to £43.4m, primarily due means that we finished the year home matches at Twickenham due to the to the curtailment of the Six Nations and with revenues £23.0m behind men’s Rugby World Cup. As a result, profit matches being postponed or cancelled due budget, mostly driven by lost before rugby investment decreased 27% to Covid-19. broadcast, ticketing, hospitality year-on-year to £83.9m. and conferences and events Sponsorship revenue was £0.5m (1.5%) revenues. Last year, I described the £100m of bank higher than the prior year, increasing facilities that we had available. Those from £32.8m to £33.3m. Mitsubishi, Despite those lost revenues, the operating remain in place and post year end an Bollinger, Britvic and Greene King all loss for the year was slightly better than additional £19m facility was added. renewed their sponsorship arrangements budget - £10.8m compared to a budgeted This was added in anticipation of extra while new partnerships were signed loss of £11.5m. I described in the report last demands on our cash in light of Covid-19, with Red Bull, Irwin Mitchell and Simply year the work that we have done across the although we do not plan to draw down on Health, among others. organisation to keep a tight control of it in the next few months. As at 30 June costs and that left us in a good position to 2020, borrowing was at £74.8m (compared Hospitality and catering income decreased rein in costs as soon as Covid-19 hit. with borrowing of £59.5m at last year-end), by £22.3m (41%), from £54.5m to £32.2m. and we had £38.4m cash in the bank. This decrease is due to the reduced In addition to the effort across the number of home matches and the organisation to reduce costs, we were also As at the year end, the balance sheet of cessation of all hospitality and catering able to draw on a number of sources of the Group remained strong, with capital activity in the last four months of the year. government support. We received employed totalling £180.6m (2019 £196.4m). £2m of income from the Coronavirus The decrease in capital employed of Combined revenues from subsidiary Job Retention Scheme (CJRS), claimed £15.8m principally reflects the increase in companies England Rugby Travel a £0.75m rates holiday with respect to debentures issued in the year of £10.4m Limited (ERT), RFU Hotel Limited and Twickenham Stadium, and were able to less the loss in the year and the annual RFU Health and Leisure Limited were defer £2.1m of PAYE for the months April increase in the contractual obligation to up to £13.8m from £10.8m. While the to June. We expect to benefit from a buy back the Compass shareholding in Marriott and Virgin Active revenues were further £1.5-2.0m CJRS income in the TEL in 2028 (as described in note 3). hit by Covid-19 lockdown, this was more 2020/21 financial year, as well as a further than offset by revenues from ERT which £2.25m rates holiday. Revenue were £6.7m compared to £1.0m in 2019. ERT revenues are always much higher in While we are proud of having managed to Ticket revenues decreased by £22.1m (46%) a Rugby World Cup year, due to the high hit our operating budget in the face of from £47.6m to £25.5m, as a result of there number of packages supporting fans such significant lost revenues, it is being no Quilter Autumn Internationals, travelling to the World Cup. important to understand that this cannot due the men’s Rugby World Cup, and continue into next year. The revenue only two home Guinness Six Nations Event hire fees reduced by £1.8m from losses for the coming year will be so matches (against Ireland and Wales). £3.0m to £1.2m due to a reduction in the significant that we cannot mitigate them While we staged three Summer Quilter number of events held in the year as a through reduced expenditure. We are Internationals, held as warm up matches result of Covid-19. Funding, which includes revising our long term business plans in prior to the World Cup, these matches are funds received from World Rugby and order to manage the significant losses that much lower value, in terms of ticketing Sport England as well as support received the pandemic will cause in the coming and hospitality, than their usual Autumn as part of the Job Retention Scheme, year and quite possibly the years beyond.

Annual Report 2020 FINANCIAL REVIEW 1 1 increased by £0.8m, from £7.1m to £7.9m. Cost of sale a 10% pay reduction from April to June; The movement is driven by the receipt members of the executive team, along with of £2m of income from the Job Retention Cost of sales reduced by £9m (25%), the England men’s head coach, took a 20% Scheme, offset by a reduction in World from £35.5m to £26.5m, as a result of the pay reduction, which has continued into Rugby funding compared to the prior year. reduction in games played at Twickenham, the 20/21 year, and many Board members while gross margin increased slightly from waived their fees. Under the new Sports Governance Code, 83% to 84%. the RFU is now required to show the Professional rugby investment income from public investors and to clearly Overhead expenses account for the expenditure of these funds. Professional rugby investment includes The analysis and use of Sport England Overhead expenses, which include all the costs of all England representative funds received is shown below. administration and non-match day teams, pathway programmes and the stadium costs, reduced by £5.7m (9%) associated support infrastructure, as well 2020 2019 year on year from £62.3m to £56.6m. as professional club funding. Overall £m £m This reflects an enormous effort across investment increased by £0.8m (1%) from the organisation to keep costs down, £65.6m to £66.4m. While there have been Total Sport 2.8 3.5 particularly in the final months of the underlying cost reductions across the England income year. It also illustrates the challenge board in the professional department, this that we have in that a high proportion is offset in year by the additional costs of Related spend of our overhead costs – for example participating in the men’s Rugby World Player retention 0.6 0.6 depreciation – are fixed, and do not Cup. A World Cup means much more and transition reduce in line with revenues. While 9% time in camp, and overseas, than in other is a significant reduction, but in a year years, as well as more matches, leading to Broadening reach 0.5 0.4 when we lost over 25% of our budgeted a significant increase in men’s team costs Touch and Sevens 0.7 1.0 revenues, due to Covid, we would have and player fees. The £23.2m of player fees Women and 1.0 1.5 liked to bring this cost down even more. includes £2.5m earned by the team and Reductions in overhead costs, as well as in coaches for reaching the World Cup Final. girls/talent the costs of professional rugby and rugby development development (outlined below), include Total spend 2.8 3.5 pay reductions taken by all employees: all employees earning over £30,000 took

2020 2019 Professional investment £m £m

Professional club funding 33.0 34.2 Player fees, England men’s 15s, Women’s 15s, Sevens, men’s and women’s 23.2 18.9 pathway Base, including people, operations and investment games 10.2 12.5

Total 66.4 65.6

Rugby development investment

Rugby development investment reduced by £6.6m (19%), from £34.9m to £28.3m. A breakdown of development investment is as follows:

2020 2019 Development investment £m £m People and people related operational costs 9.8 11.1 Depreciation (mostly AGPs) 1.8 1.3 Investment in programmes 10.3 16.5 League funding, club insurance and IPF 6.4 6.0

Total 28.3 34.9

Annual Report 2020 2 FINANCIAL REVIEW 2

Programme investment includes year profit of £3.9m. Although operating year end than in the prior year as there programmes such as CBRE All Schools loss was ahead of budget this £27.1m is has been no new activity or events in and Project Rugby as well as investment worse than budget due to the deferred tax the early months of the new financial in volunteer development, other charge which was not budgeted. year against which to accrue income or club management and governance receive prepayments. programmes, and direct club and CB Cash flow funding. The reduction in this year on Creditors falling due within one year year is driven partly by an underlying Net cash inflow for the year was £9.8m. Net decreased by £14.8m, from £56.1m to reduction in funding due to a reduction cash outflow from operating activities was £41.3m. The larger movements within this in forecast revenues, but mostly due to all £2.7m, impacted by the loss for the year and balance include: programmes being suspended in the last a movement in working capital, including quarter of the year. a significant reduction in creditors during • trade creditors reduced by £5.6m lockdown reduced business activity. Total (£8.3m to £2.7m) is due to the decreased Interest payable and similar capital cash outflows of £9.3m in the year spending due to Covid-19 lockdown. charges included ongoing works on the Artificial Grass Pitches (AGPs), fire safety works at • accruals and deferred income Interest payable and similar charges has the stadium and hostile vehicle mitigation decreased by £11.3m due to a decrease increased by £0.6m (19%) from £3.1m to works outside of the stadium. This in advance ticket sales – prior year £3.7m. It includes the interest on drawn investment was funded out of debenture figures include the summer Quilter down loan funds, implied interest on the proceeds of £10.4m and an additional internationals and, because of Covid-19, future contractual obligation payable to £15.3m drawdown of our borrowing there were no pre-sales for 2020 Compass and net pension interest. The facilities. Our cash position at year end was Autumn Internationals. increase of £0.6m year on year is largely £38.4m compared with £28.6m at the end of due to interest amounts relating to East the previous year. Creditors falling due after one year Stand as an asset under construction increased by £16.9m, from £140.9m to being capitalised in the prior year. Balance sheet £157.8m, due to an increase in borrowing of £15m, and an increase of £1.6m, reflecting Operating loss Consolidated capital decreased by £16.3m the RFU’s obligation to buy back Compass from £196.4m to £180.1m. This decrease Group PLC’s shares in TEL in 2028. Operating loss was £10.8m, compared to primarily reflects the loss of £27.1m offset a profit of £14.9m in the prior year. This by debenture proceeds received. The net pension position decreased by movement was expected and indeed, as £2.0m from a £0.5m pension asset in the mentioned above, is slightly better than the Fixed assets decreased by £11.8m from prior year to a £1.5m liability in 2020. The budgeted loss of £11.5m, due to the tight £331.5m to £319.7m. Intangible fixed loss was driven on the scheme liabilities side, management of costs throughout the year, assets consisting of software and website primarily changes in discount rate, interest, including particularly after the cancellation development costs decreased by £0.8m, due inflation and mortality rates from last year. of events, due to Covid-19. to the annual amortisation charge of £1.1m, offset by net additions of £0.3m. Tangible Debentures increased by £10.4m, from Tax charge on ordinary activities fixed assets, which primarily comprise £219.4m to £229.8m, due to renewals and our investment in Twickenham Stadium, new debentures issued. Tax charge on ordinary activities was decreased by £10.9m from £305.5m to £7.8m, compared to £1.9m in the prior £294.6m, largely due to depreciation of The Other Reserve increased by year. This increase is due to derecognition £19.4m against additions of £8.8m, with £1.6m reflecting the increase in of the RFU’s deferred tax asset. Prior to no large capital projects being completed the RFU’s obligation to buy back Covid-19 we were able to more reliably outside of routine capital expenditure. Compass Group PLC’s shares in TEL predict future profits which meant in 2028. that we were able to recognise an Debtors and prepayments due within one associated deferred tax asset. However year decreased by £3.6m, from £25.0m to The Profit and Loss reserve decreased in increased short to mid-term losses and £21.4m. The larger movements within this the year from £28.6m to £0.7m. The main the uncertainty that the pandemic has balance include: movements in the reserve were the £27.1m brought to future forecasts means that it loss to reserves, the net increase in pension is no longer appropriate to recognise a • trade debtors which increased from obligations, as well as a movement in other deferred tax asset. £12.8m to £14.2m, largely due to the with reserves of £1.6m, reflecting the RFU’s amounts owed relating to the men’s obligation to buy back Compass Group Net result Rugby World Cup year; and PLC’s shares in TEL in 2028.

After taking account of taxation and after • prepayments and accrued income Ordinarily I wouldn’t comment on the adjusting for minority interests, the loss to which reduced by £5.2m from £11.6m to future in this section, which is of course a reserves was £27.1m, compared to the prior £6.4m. Amounts are much lower at this review of the year just gone, but in these

Annual Report 2020 FINANCIAL REVIEW 2 2 unusual circumstances, it feels appropriate to give a view on the year, and years, to come, picking up on various other sections throughout this document:

It is clear that our revenues will be greatly impacted in the year to 30 June 2021 and beyond. Given recent announcements about the difficulty of fans returning to stadiums, our latest forecasts estimate that revenues for the year to 30 June 2021 will be more than 60% lower than those we were forecasting before Covid-19.

We have renegotiated our bank covenants for all the facilities that existed at the year end, and we have added a new facility of £19m. The combination of these actions means that we are confident that we will have the cash that we need to operate through the year.

However, such significant lost revenues mean that we will make a large loss next year. We have high levels of fixed costs – particularly relating to Twickenham Stadium – and while we will be taking measures to reduce costs as much as we can, it is not possible to mitigate costs enough in year to be able to cancel out those lost revenues. That means that we will have to greatly reduce our investment in rugby in year, and it means that the money that we do spend on the game must be well prioritised – it must be directed to those areas of greatest need to help to sustain the game across the country.

It is also critical those lost revenues will impact our ability to invest in rugby for many years to come. In future years, we will need to plan to pay back the extra borrowing that we have needed and to recoup for the additional loss that we have made. This means that we will need to spend less than we had preciously intended across the whole of the next cycle.

This will be a challenge for all of us across the game but the rugby community is very good at pulling together in times of adversity, as has been demonstrated this year. We are absolutely committed to playing our part in that.

Annual Report 2020 THE RESPONSIBILITIES 2 OF THE BOARD 2

THE RESPONSIBILITIES OF THE BOARD

Section 172 of the Companies Act the season to enable it to monitor and react 2006 requires that directors of to the change to the risks and uncertainties a company must act in the way set out in this Annual Report. they consider would be most likely to promote the success of the STAKEHOLDER CONSULTATION company, while having regard to the factors set out in that section. The Board engages in formal and The RFU is not a company, but a informal consultation with a range of society registered under the Co- stakeholders, both inside and outside national, international or local, enable the operative and Community Benefit the sport, to understand the impact of Board to consider its work in the context Societies Act 2014. Nevertheless, decisions on those groups. The Council of the wider stakeholder landscape in the Rules (constitution) of the RFU is made up of representatives of the which the RFU operates. state that the fiduciary duties of game in England, predominantly from members of the Board are to be the community game, but also with DELEGATION OF AUTHORITY the same as those of directors representation from the professional of a private limited company. The game, including players. The Board The Board believes governance of the Structure of the Board is detailed regularly consults with the Council, RFU is best achieved by delegation of its in the Directors’ Report. both within formal Council meetings authority for the executive management and more informally, to understand of the RFU to the Chief Executive Officer When making decisions, the Board the needs of its members as well as the and his Executive Team, subject to considers and balances the impact communities in which they operate. The defined limits and monitoring by the on stakeholders, including members, Board also consults with the Council Board. The Board routinely monitors the employees, customers, suppliers and before the implementation of its annual delegation of authority, ensuring that it is central and local Government. It also budget and business plan. This is regularly updated, while retaining ultimate reviews consequences of decisions in supplemented by other structured responsibility subject to powers reserved the short and long term. Among other means of stakeholder engagement, to the Council and the members. factors, the Board also takes into account including the Professional Game Board, the effect of decisions on the community attended by representatives of the KEY DECISIONS MADE BY THE and the environment while maintaining Board, together with representatives of BOARD high standards of business conduct. The , the Rugby Players Board has had to take into account that the Association and the Greene King IPA Key decisions made by the Board are set Covid-19 pandemic has required the Board Championship Clubs Committee. These out below, which illustrates how the Board to meet more frequently, with calls taking formal structures, together with ongoing takes into account the factors set out in place weekly from March until the end of dialogue with other stakeholders whether section 172 of the Companies Act 2006:

Significant events/decisions Actions and impact Stakeholders and other factors in section 172 considered

Establishing an Injury Risk This subcommittee has been The Board considered the impact on Reduction Subcommittee established to bring together participants in the community game a number of strands of work and participants in the professional undertaken to reduce the risk of game (as evidenced by representatives injuries in the game. It is chaired by from the professional game also being one of the RFU’s independent non- included in that subcommittee). The executive directors. Board considered that the work of this subcommittee will help in assessing the consequence of other decisions relating to the playing of the game in the long term.

Annual Report 2020 THE RESPONSIBILITIES OF THE BOARD 2 2

Agreement to allow Six Nations The members of the Six Nations The Board considered the impact on Rugby Limited to include the RFU’s have signed an agreement which other unions within the Six Nations, Autumn International broadcast allows Six Nations Rugby Limited as this is aimed to grow revenues for rights in its collective selling to sell the broadcast rights of those each of those unions. unions’ senior international matches It also considered the impact on on a collective basis. This will broadcasters and supporters, as this provide a more coherent offering will allow a more coherent broadcast to broadcasters and is intended to schedule with minimised overlapping increase revenue for all stakeholders. matches.

This was considered the overriding matter in this decision.

It also considered local residents, as kick-off times for matches at Twickenham are likely to become staggered with other internationals, which may also mean matches on Sundays.

Ticket price increase for season The Board agreed a modest rise in The Board considered all purchasers 2020/21 the prices for tickets for senior men’s of tickets, including club members, international matches at Twickenham debenture holders and sponsors. for season 2020/21. In light of The impact on the community game the Covid crisis, the pricing and was also considered, including, the allocation of tickets will need to be extent to which this would affect the considered again during that season. demographic of potential attendees at international matches at Twickenham. In the current climate, the long-term financial health of the RFU was the overriding concern in this decision.

Continuing to fund the Greene King The four-year funding and The Board considered the need to IPA Championship clubs, but at a participation agreement with the act fairly between its members, given reduced level clubs in the Greene King IPA the position of the Championship Championship ended on 30 June within the professional game, 2020. For the following season, the balanced with the need to invest in Board agreed to continue to fund the community game. The Board also clubs in that league, but at a reduced considered the impact that this would level. At a time when RFU revenues have on players and other staff of have fallen, the RFU must balance Championship clubs. the position of those clubs with the needs of the wider game and the longer-term consequences of reduced funding.

Annual Report 2020 THE RESPONSIBILITIES 2 OF THE BOARD 2

Framework for a new Strategic Plan The Board approved the outline for The Board considered the need to a new strategic plan, with focus on a provide a framework for decision- vision, mission and guiding principles making to take into account longer which underpin a series of strategic term consequences. A recognition of objectives and sub-objectives. This core activities and a prioritisation of work has enabled the organisation to strategic objectives takes into account prioritise effectively when faced with the needs of employees, allowing the Covid crisis. them to work in a focused and strategic manner.

New charity strategy The Board approved a new charity The decision to adopt this strategy strategy, prioritised to focus on the reflected an analysis of the RFU’s welfare of players, rugby for good, and position in the community, both the the local community. local Twickenham community and the wider communities involved or potentially involved with the sport.

Restructuring The Board agreed that the RFU would This decision reflected an analysis begin a collective consultation with on possible effects on the RFU’s elected employee representatives employees, balanced against from each business area about the longer term interests of the proposed redundancies due to organisation. the longer term consequences of Covid-19.

The challenges of the Covid-19 The Board was involved in detail The Board considered the impact pandemic have necessitated a range in the Executive’s management of on all material stakeholders when of responses from the RFU, relating the RFU’s response to the Covid-19 working with the Executive. In to both the RFU’s own operations pandemic. Most notably, this particular, it considered the impact and how it interacts with key response included pausing rugby on clubs, players and volunteers of stakeholders. These responses have activity within England, establishing a pausing and considering how to been driven by the Executive, with club support fund and a restructuring restart the competitive game, and ongoing direction and check and of the RFU employed workforce. In how the club recovery fund put in challenge from the Board. order to do this, the Board met weekly place would operate. It considered from March 2020 for the remainder of the impact of any decisions on the financial year, including engaging professional clubs and players on standing items relating to the on the pause of the professional return to play and analysis of financial game. The Board also considered scenario planning. the interests of other stakeholders throughout this process, including government, Sport England and UK Sport. The factors considered in the decision to restructure the RFU employed workforce are set out separately above.

Annual Report 2020 THE RESPONSIBILITIES OF THE BOARD 2 2

KEY DECISIONS MADE BY THE the members. While the Council does range of relevant factors. Key decisions COUNCIL not have the same fiduciary duties as the made by the Council are set out below, Board, the RFU Rules give the Council which indicate how the Council takes into The RFU Council has a dual role of driving the authority to make certain specified account the effect on stakeholders: policy relating to the game and monitoring decisions. When it makes those decisions, and oversight of the Board on behalf of the Council must also take into account a

Significant events/decisions Actions and impact Stakeholders and other key factors considered

Revision of regulations relating to RFU Regulation 21 contains a range The Council considered the needs safeguarding of obligations on individuals and of children and the need to keep clubs, referee societies and other them safe from harm, as well as bodies in order to safeguard the the interests of those working with welfare of children and adults at children. It considered what was good risk. These regulations are reviewed practice within the sporting sector each year, and changes agreed by the and more widely, and the long-term Council to take effect from 1 August interests of the sport. 2020 included a requirement that those working with children must undertake a mandatory safeguarding training module before they are able to apply for a DBS certificate.

Restricting bundling of tickets with Over 50% of tickets for senior men’s The Council considered the need to hospitality by clubs international matches at Twickenham act fairly between members. are provided to members (predominantly clubs). The Council agreed to restrict clubs’ ability to bundle tickets to those matches with hospitality. This will provide a level playing field for clubs across the country, so as not to allow only clubs in the vicinity of Twickenham the ability to use their tickets in a more commercially advantageous way.

Annual Report 2020 THE RESPONSIBILITIES 2 OF THE BOARD 2

Revised Illicit Drugs Policy Following a review led by the Legal The Council considered the interests and Governance Director, the Council of the players in the professional agreed a revised and improved Illicit game, professional clubs, and the Drugs Policy. This policy allows wider interests of the sport, including for testing for illicit drugs in the the need to protect the image and Premiership outside the standard reputation of the game as being free UKAD anti-doping programme. This of illicit drugs. In particular, it took improved policy is better able to into account the need to maintain identify issues within the Premiership, high standards of conduct, within and to provide players with business and sport. rehabilitation rather than a purely sanction-based regime.

To hold a virtual AGM For the first time, the Council The Council considered an decided to hold the RFU’s AGM appropriate approach to demonstrate virtually. This resulted in a materially high standards of business conduct. higher attendance, and a far greater It also considered the ability to ability for members to question the make the AGM more accessible to management of the RFU. members.

Temporary change to the ticket The Covid crisis means that The Council balanced the needs of allocation policy Twickenham Stadium will not be able the member clubs and the needs to operate at full capacity during the to use attendance at Twickenham Quilter Internationals in November Stadium to reward volunteers and and December 2020. Accordingly, grow participation, with the need to the Council agreed to suspend the retain revenue in order for the RFU usual policy for allocation of tickets, to remain solvent. This decision took and temporarily to allow an income- into account the needs of members, based approach to prioritise the sale suppliers and customers, employees of tickets to those with contractual and the local community. The case for entitlements, such as debenture prioritising revenues for the RFU in a holders, hospitality clients and time of acute financial challenges was sponsors. Should it be possible to compelling and considered to be in host more spectators during these the best interests of English rugby. matches, more tickets would then be made available to members.

Diversity and Inclusion Council approved a number of This decision reflected an analysis actions to improve the diversity and of the need to attract the best talent, inclusion within the leadership and maintain high standards of business governance structures of the game, conduct and the desire to take into and subsequently agreed to form an account the impact of the RFU on the Implementation Group to oversee the game as a whole. implementation of these actions.

Annual Report 2020 FUTURE OUTLOOK 2 2

THE RFU EXISTS TO GROW RUGBY UNION IN ENGLAND AND PROMOTE THE CORE VALUES OF TEAMWORK, RESPECT, ENJOYMENT, DISCIPLINE AND SPORTSMANSHIP BY INVESTING IN ALL FORMS OF THE GAME.

Annual Report 2020 2 FUTURE OUTLOOK 2

RFU FINANCES ARE ALWAYS PLANNED OVER FOUR-YEAR MEN’S RUGBY WORLD CUP CYCLES, ALLOWING FOR THE FLUCTUATIONS IN REVENUE WHICH ARE DRIVEN BY THE NUMBER OF MEN’S FIXTURES AT TWICKENHAM. IN YEARS WHEN WE HAVE A HIGH NUMBER OF MEN’S HOME MATCHES WE MAKE MORE MONEY; IN YEARS WHEN WE HAVE FEWER HOME MATCHES, LIKE WORLD CUP YEARS, WE MAKE LESS MONEY.

RUGBY INVESTMENT HAS MORE THAN DOUBLED OVER THE LAST THREE FOUR-YEAR CYCLES, FROM £179M IN THE FOUR YEARS TO 07/08, TO OVER £400M IN THE FOUR YEARS TO 19/20, INCLUDING REINVESTMENT OF RWC2015 PROFITS.

WITH THIS INVESTMENT THE RFU CONTINUES TO DEVELOP THE PROFESSIONAL AND COMMUNITY GAME ACROSS ENGLAND.

CURRENT CHALLENGES a number of years to come, and therefore LOOKING FORWARD investment into Rugby will be impacted for Everything that the RFU spends is years to come. The financial position of the RFU is sound, invested into rugby, either directly into however Covid has had a significant the community or professional game, or The main driver of revenue for the RFU negative impact which is likely to be felt indirectly through running Twickenham is hosting England games at a sold out for years to come. To manage the Union Stadium and administering the game. Twickenham Stadium. However, with through this uncertain time, a number Some earnings are retained as reserves social distancing guidelines and the of long and short-term cost reductions to protect against any exceptional or increased cost associated it is anticipated have been implemented and our banking unexpected events. that profit generation will be reduced for facilities increased. the foreseeable future. This proven approach will not change. The The work done previously to reduce the economic challenges that we set out in last In response to the impacts of Covid the organisational running costs contributed year’s annual report remain and continue RFU has reshaped its business structure to to the RFU being able to manage the to put pressure on the organisation’s best facilitate the game with the reduced immediate impact of the Covid. However, discretionary spend, along with the added resources. In addition, it has increased its the impact of Covid means that these and extreme impact of Covid. banking facilities from £100m to £119m costs, and our investment into rugby, will to provide the required headroom and need to be reduced further going forward. Our economic challenges are: has obtained covenant waivers during the phased reintroduction of Rugby and Last year, we were in the process of carrying A ‘normal’ World Cup cycle related commercial activities. out a piece of work, Project Union, to refine our strategy and make sure that we are Our four-year cyclical business faced Professional game focusing on the right rugby priorities and a Rugby World Cup Year loss this year we continue to prioritise direct investment for the first time in eight years, with no Contracted investment in the professional into the game. This process was ongoing Twickenham autumn internationals. The game has increased, giving greater access when Covid hit. While we will not be able to Rugby World Cup was held in England in to the best players in the Premiership to focus on all the areas we had intended, this 2015 so the usual Rugby World Cup loss drive enhanced performance of the England work has been invaluable for working out did not occur in 2015. team. The success of the senior England where to direct our much-limited resources men’s team, in particular, drives the business over the next few years. We have had to Covid and general market model and provides funding for community make some very difficult decisions to stop uncertainty rugby and other areas of professional rugby, investment in some areas of rugby. like the women’s game and sevens. We were already facing significant market There is currently too much uncertainty to pressures due to the uncertainty caused Twickenham Stadium be able to set out the likely level of future by Brexit. In addition to this, the impact of rugby investment, but it is certain that it Covid global pandemic has had a profound In a crowded major venue market, it is will have to reduce compared to previous impact on both the administration and essential to continue to invest to ensure expectations. financial performance of the RFU. The RFU that Twickenham Stadium, the asset which is expecting to lose circa £145m in revenues generates the vast majority of our revenue, over this financial year. However, the remains at the forefront of the sports and impacts on revenues are likely to be felt for entertainment market.

Annual Report 2020 MAJOR RISKS AND UNCERTAINTIES 2 2

MAJOR RISK AND UNCERTAINTIES

MONEY TO INVEST IN BOTH THE COMMUNITY AND PROFESSIONAL GAME IS GENERATED PREDOMINANTLY THROUGH THE ENGLAND MEN’S XV TEAM, BY SELLING OUT TWICKENHAM STADIUM, SPONSORSHIP DEALS AND BROADCAST RIGHTS.

E TWICK NHAM

Sponsorship Deals Broadcast Rights Selling Out Twickenham Stadium

PROFESSIONAL GAME COMMUNITY GAME

For that reason, we have • Risks to the governance and integrity STRENGTH AND STABILITY OF considered our risks by thinking of the business, including cyber risks, THE COMMERCIAL BUSINESS about how they might impact which would impact on the RFU’s each of these areas. We have ability to operate at all: Strong and stable commercial considered: assets And for each of those areas, we have also • Risks to the strength and stability of considered: The RFU’s ability to invest in rugby at all the commercial business, including levels relies on driving sustained value operating Twickenham, threatening • Risks arising specifically from Covid, from all commercial assets. There is a risk our ability to generate money to invest which has the potential to impacts on that the revenues achieved from those in rugby every facet of rugby and the RFU. commercial assets reduces and therefore that rugby investment has to be reduced. • The risk of prolonged poor RISKS ARISING FROM COVID A strong men’s team and an effective and performance of the England men’s operational Twickenham Stadium are both team which could threaten our ability The Covid pandemic has had a critical to those revenues. to make money to invest in rugby significant impact on all aspects of the RFU operations. Since mid-March the The impact of Covid on commercial assets • Risks to grassroots participation, Board and leaders have been focused on has been significant, reduced revenues in which underpins both the community managing through this extremely difficult the year and concern about the future of and professional game time. The RFU has worked closely with the some of our partners. rugby family, other governing bodies, our • Risks to player welfare, including partners and the Government on a range In order to mitigate revenue risk, the RFU safeguarding, which again underpin of matters including commercial impacts, concentrates on securing longer-term both the community and professional performance, participation, player welfare, commercial contracts with sponsors and game and risk around governance and integrity. broadcasters to bring certainty around In each section below we have included future revenues. consideration of the specific Covid impact.

Annual Report 2020 MAJOR RISKS AND 3 UNCERTAINTIES 3

The RFU also continues to diversify we renegotiated our covenants to make on return to play protocols alongside revenue streams by bringing other events, sure that they are achievable in the revised Government and, ii) targeting much of such as music concerts and other sporting financial environment. our community rugby activity next year events, to the stadium. on club sustainability and on ‘rebooting’ The risk around covenants is managed of participation. Operating Twickenham Stadium through regular reporting to make sure for matches and events that covenant compliance is achieved The RFU is also committed to making in the event of financial performance rugby as inclusive as possible . A working Twickenham Stadium events form a falling below expectations, and to enable group, which includes members of the significant part of the Group’s revenues. timely remedial action if necessary. All Council, National Youth Council and renegotiated covenants are expected to independent members, has been working There is a risk that if the stadium is not be achieved based on the Group’s current on recommendations for positive action. operational, for example for health and forecasts for the next five years. The initial recommendations have been safety reasons or terrorism, those revenues agreed by the Community Game Board. will be impacted. The RFU works closely Grassroots participation with all relevant authorities, including Player Welfare government and the local council, to Growing and sustaining the community manage this potential risk, and also has game at all levels, both men’s and women’s Player welfare is a key priority and at the relevant insurance contracts in place to and across all age grades, is critical for core of all training delivered to coaches, insure against lost revenue in the event the future success of rugby in order to referees and medics, at all levels of the that the stadium cannot host a match. develop the elite players of the future, and game. Rugby Union involves physical This covers the majority of reasons that in order to make sure that as many people contact, and any sport or physical the stadium may not be able to open, but as possible benefit from involvement in the activity has an inherent risk of injury. excludes pandemics. game of rugby. Understanding, communicating and appropriately managing this risk is Again this risk has come to fruition due Increasing competition from other forms critical for both player welfare and for the to the pandemic. We are working closely of leisure activity, and a new generation of sustainable health of the game. with the relevant authorities to ensure that consumers who have different expectations when Twickenham is operational we have present potential risks to our participation The RFU is committed to protecting excellent Covid safety procedures in place. levels and commercial revenue unless we players and has successfully adapt accordingly. implemented a range of evidence-based The RFU has a designated health and player safety and wellbeing programmes safety lead to ensure that the organisation To appeal to this new player and fan base, across the game, as well as injury and works at all times to improve the the RFU is providing opportunities to play illness prevention initiatives. This is also environmental safety and comply with alternative forms of the game. Technology built in to all of our post-Covid ‘return to regulations. The RFU is investing in this is supporting this strategy with new rugby’ planning. area and in the last year investment has ways of engaging individuals with rugby been made in hostile vehicle mitigation content, delivered digitally. These programmes include RugbySafe, defences and an extended, more secure our overarching player safety and perimeter fence. Adult male competitive rugby remains a wellbeing programme; Activate, a priority for the RFU, as numbers are at best programme of movement specific warm- Availability of borrowing flat while female participation is increasing. up exercises shown to reduce injury and A review of the competition structure is now promoted globally by World Rugby; The RFU has combined available gross underway to respond to the risk of adult and our Headcase concussion awareness borrowing facilities of £119m. The terms of male players dropping out. and education resource. The RFU-led borrowing on these facilities (see note 21 Pre-Hospital Immediate Care in Sport to the accounts) include certain financial The impact of Covid has of course Programme is regarded as an exemplar covenants. The key risks related to this been huge. Initially, participation was in its field. borrowing are i) facilities are insufficient completely stopped in both the community to meet future needs; and ii) the failure and professional game. Guidance has The RFU commissions independent to meet the covenant requirement and been developed and agreed with the research into the injury risk across the potential early recall of facilities. Government providing a roadmap for game. These projects, the Professional return to play in both the community and Rugby Injury Surveillance Project (PRISP), Due to the pandemic we did two things: professional game. Community Rugby Injury Surveillance i) we negotiated an additional facility Project (CRISP) and the Women’s Rugby (taking the gross facility from £100m Although, the return has been successful Injury Surveillance Project (WRISP), to £119m), to make sure that we have to date, there may be a long-term impact provide the RFU with detailed information additional “liquidity” in place in case of on participation. This risk continues to on the nature and risk factors for injury continued pressure on revenues; and ii) be managed by: i) continued working and illness that informs the evaluation

Annual Report 2020 MAJOR RISKS AND UNCERTAINTIES 3 3 of risk and the development of evidence- based programmes to mitigate risk across the game.

The RFU works closely with World Rugby and has played a leading role in a number of key co-ordinated welfare and safety initiatives, including the development of the high tackle sanction framework and the recent law change to prevent loading of the hooker’s neck at the bind phase of scrum engagement.

In the thankfully rare incidents of catastrophic injury, the RFU Injured Players Foundation provides immediate and lifetime support to players and their families with the aim of getting the injured player to lead as full and independent a life as possible.

The RFU is committed to safeguarding the welfare of children in the sport. All children are entitled to protection from harm and have the right to take part in sport in a safe, positive and enjoyable environment. The Statutory Guidance ‘Working Together to Safeguard Children (2018)’ makes it clear that sports clubs and governing bodies have a significant responsibility to safeguard children and vulnerable adults. The RFU’s Safeguarding Policy sets out the roles and responsibilities of RFU staff, clubs and constituent bodies to ensure this is done correctly. These meet the NSPCC Child Protection in Sport’s National Advanced Standards and are audited each year. The RFU’s safeguarding work achieved the highest rating across each category for season 2019/20.

Quality of the pathway

Lack of an effective and integrated player pathway could lead to England teams performing below expectations. This would have an impact on the whole game, but principally would lead to less international success and therefore lower revenues to reinvest in the game making England and the RFU a less attractive proposition for sponsors and broadcasters.

The need to invest in the pathway has been identified as a key element in the RFU’s strategy. This will be treated as a priority despite the difficult financial position.

Annual Report 2020 MAJOR RISKS AND 3 UNCERTAINTIES 3

GOVERNANCE AND INTEGRITY Data privacy and cyber security

Governance The RFU recognises that the risks associated with data privacy and cyber Strong governance procedures within security are significant and constantly the game are crucial to maintaining the evolving. The key risks that the RFU integrity of the , as well currently face relate to the industry as maintaining the RFU’s reputation trend of an increase in malicious as the game’s governing body and email phishing attacks, maintaining the continuance of sponsors’ and the security of the databases and the other partners’ involvement. A lack of potential for disruption to business governance would risk poor operational, operations, particularly on event financial and strategic decisions being days, through a malicious attack of made, impacting on the long-term RFU networks. Further work has been sustainability of the game as a whole. carried out in the year to support ongoing compliance with the General The proposed changes to RFU governance, Data Protection Regulation (GDPR) outlined in the 2017 Annual Report, are and more broadly to understand and now embedded within the organisation. mitigate against a range of potential They have improved the RFU’s cyber risks. Policies are in place, governance, providing transparency over including Data Protection and Privacy the roles and responsibilities of each body Notices, mandatory GDPR training and involved in the decision making process, regular communication of guidance and ensuring that the right decisions are for all RFU employees and technology made by the right people. changes such as the introduction of Two Factor Authentication. There The depth and diversity of experience of is also regular engagement with the members of the Board and executive team, National Cyber Security Centre (NCSC) particularly the experience of independent to benefit from the government’s latest Non-Executive Directors, means that there guidance on cyber security. This work is a high level of experienced scrutiny and continues to be monitored by the oversight of the biggest decisions made GDPR steering committee to ensure by the RFU. Disciplinary, safeguarding that the RFU is complying with ever- and anti-doping frameworks are reviewed evolving requirements for data privacy regularly to ensure they remain robust and cyber security. and relevant. Gambling and doping are critical risks to the integrity of the game With greater levels of remote working and the RFU governs these both by due to Covid, the risk of cyber breaches providing clear and regular information is increased. This has been mitigated to people within rugby so that everyone both through additional training for understands their responsibilities, and by individuals and additional organisational implementing disciplinary proceedings in cyber security measures that have been cases of non-compliance. put in place.

WITH GREATER LEVELS OF REMOTE WORKING DUE TO COVID, THE RISK OF CYBER BREACHES IS INCREASED. THIS HAS BEEN MITIGATED BOTH THROUGH ADDITIONAL TRAINING FOR INDIVIDUALS AND ADDITIONAL ORGANISATIONAL CYBER SECURITY MEASURES THAT HAVE BEEN PUT IN PLACE.

Annual Report 2020 CORPORATE SOCIAL RESPONSIBILITY 3 3

THE LOCAL COMMUNITY Army v Navy match at Twickenham, the RPA and players, which provides financial, funding going ahead despite cancellation practical and emotional support to The RFU values its place in the Twickenham of the event. professional players and their families who community and its partnerships with have suffered injury, illness or hardship. organisations in the Richmond and We were proud to host the inaugural Hounslow boroughs. In a normal year of Richmond Youth Awards at the stadium THE RFU INJURED PLAYERS events, the RFU contributes around £3m in and once again welcome many school FOUNDATION (IPF) local business rates to Richmond Council groups to tour the stadium. We again and generates £96m economic activity in hosted the annual Full of Life Fair for The IPF supports catastrophically the borough annually, which equates to residents to get involved in local groups injured players, their families, friends around £1,200 per household towards local and activities. and clubs immediately after injury services (EY 2015 report). The RFU is also a and throughout their lives. On the rare significant employer. The Duke of Northumberland’s River occasions when someone sustains such Walkway has been opened along the an injury while training or playing In a year with a full schedule, more than £2 western perimeter of the stadium, the RFU rugby union in England, they become million is invested on Twickenham event and partner organisations ensured that this a lifelong client of the charity, whose day measures, with the RFU funding street last link from Richmond to Hounslow is Patron is the Duke of Sussex. The IPF cleaning, parking enforcement, mobile being enjoyed by local people. is incredibly grateful for his personal toilets, stewarding and shuttle buses. Work interest and continuing support. continues with community representatives CHARITY STRATEGY and organisations, the two local authorities, The charity’s Engage programme, police and transport operators to minimise A three-year partnership with Sport which supports catastrophically injured disruption to neighbours. Relief was concluded, our Try for Change players to get more active and involved programme made 18 grants to projects in group events, building confidence Hundreds of international match tickets across England and internationally, using and self-esteem, has been impacted by are set aside for local residents’ purchase rugby to improve and support the lives the coronavirus pandemic. It meant the through a ballot and any concerts have of disadvantaged people. With the end of postponement of the annual Battle Back over a thousand discounted residents’ this partnership the RFU approved a new programme in Lilleshall run by Carnegie tickets. Charities and schools receive Fundraising Oversight Board, chaired by Great Outdoors (CGO), which brings complimentary tickets to some stadium RFU Board member Genevieve Shore, injured players and their families together events. Free use of some stadium and including representatives from for a multi-activity and mindfulness facilities for events and meetings is also Rugby Development, Council, RFF, IPF weekend, while a virtual solution could be part of the RFU’s Community Space and the Game. arranged. It also meant the cancellation Programme. The past year saw the RFU of the IPF ski trip to Andorra, with eight supporting 11 local events and charities, The focus will be on developing and clients ready to go, all having completed including Christmas lights in Richmond, promoting our charitable work in ski taster days as part of the programme. Twickenham and Whitton, On The three areas: Record youth counselling in Twickenham, Twickenham Stadium’s specially adapted Homestart helping families in crisis with Players - Focusing on the RFU’s hospitality box, which welcomes IPF young children, Heatham House Youth responsibility to enhance the lives of clients to all England internationals to Centre’s summer programme, Trafalgar catastrophically injured players through socialise, share experiences and enjoy Junior School’s Young Leaders Sports the RFU Injured Players Foundation, the the match from an accessible terrace, saw Programme, St Stephen’s Primary School’s RFU’s primary charity. the last official get together in March for Active Lunchtimes Play Equipment and the England v Wales game. Two regional St Mary’s Scout Group’s refurbishment of Rugby Doing Good - Using the assets lunches at rugby clubs had to be cancelled their scout hall kitchen. of rugby to improve lives. This includes: during the lockdown. To keep clients operating a disability ticketing scheme, engaged, a new Injured Players Facebook We have also supported the West organising rugby experiences for Group was set up by players for players, Middlesex Hospital with their response terminally ill and sick children, enabling with three virtual get together each week, to Covid, the Sevens squad having visited access to rugby assets for a wide variety of two client led fitness sessions weekly and the West Middlesex Hospital at Christmas, rugby causes, partners and charities. quizzes each Friday. This has seen around and we have worked with Harlequins 60 different injured player interactions and CSR and the local NHS Trust to support Twickenham Community - Helping to helped to make up for the disruption of the Dementia Café. We have once again improve the lives of local residents in the regular Engage activities due to Covid. supported the Richmond Police Cadets, boroughs of Richmond and Hounslow. as well as working with the Army v Navy More direct charity support in the form Committee to identify groups for extra In addition, the RFU have become official of physical rehabilitation and funding funding to celebrate the centenary of the partners with Restart, the charity of the for home adaptations and replacement

Annual Report 2020 CORPORATE SOCIAL 3 RESPONSIBILITY 3

mobility equipment was hampered by Twickenham is on the path to removing consumption is extensively metered. The the lack of available medical practitioners as much single- use plastic as possible. building’s operational energy demand who had been called to support the NHS To date the stadium has eliminated the achieved an Excellent BREEAM rating. during the early stages of the Coronavirus use of plastic straws, sauce sachets and, The CO2 emission rate is lower than outbreak, and the collapse of a large plastic cutlery, as well as purchasing in standard emissions and photovoltaic wheelchair manufacturer. The IPF has bulk to reduce packaging. Through the use systems generators recover waste heat for continued to provide individual support, of the Eco Cup programme, the stadium space heating and hot water generation. however through virtual meetings and prevents circa 1,000,000 plastic cups going All external lighting has automatic assessments, and maintaining its grants to landfill each year. Further reducing daylighting controls. Building fabric programme of funding support and the use of single-use plastics, two plastic specifications went beyond building expertise in finding alternative providers bottle reverse vending machines were regulations to reduce demand on energy to meet the needs of the injured players. trialled and are now a permanent facility; consumption, with all materials A or A+ Twickenham Stadium being the first in the on green ratings. The East Stand design As with many charities, the IPF will UK to provide this service. also meets BREEAM requirements for have been impacted by the cancellation functional adaptability and designing of events like the . The Stadium’s environmental impact for durability, ensuring a good building However, generous members of the rugby continues to be improved through event life cycle and a full security assessment community contributed to the raising of and non-event day recycling including ensures occupant and visitor safety. over £340,000 to help the IPF support and an extended waste compound area protect the rugby family and carried out which allows additional compactors The stadium avoids food waste in its individual challenges during the period of and waste segregation to increase waste menu design and sources most meat lockdown, which helped keep the charity management efficiency. The goal is an from England reducing travel miles. All in the public eye as well as raise much average recycling rate of 75% during event uneaten or excess food is delivered by needed funds. days. The RFU continues to meet the certified carbon neutral vehicles to an International Standards Organisation ISO anaerobic digestion facility to create a ENVIRONMENTAL 20121 for sustainable event management, biogas that is converted for use by the RESPONSIBILITY Carbon Reduction Commitment Energy national grid. Efficiency Scheme and Energy Saving The RFU has made a commitment to Opportunity Scheme. A fleet of electric Accessible Areas prioritise environmental protection buses replaced diesel buses for all event through reducing environmental day fixtures. Twickenham Stadium has 400 accessible impact. Appropriate controls have been seats available, with spaces provided for established, as well as processes to protect The East Stand is a sustainable facility. personal assistants plus an accessible the environment, minimise adverse A full commissioning and testing parking pass provided where required. impacts through efficient use of natural programme ensures efficient operations resources, and ensure adherence to and ongoing monitoring of the building applicable compliance obligations. systems. A thermographic survey avoided heat loss and all gas, electric and water

TARGET A FLEET OF ELECTRIC SINGLE DECK BUTTERFLY CUP SHUTTLE BUSES HAVE SUCCESSFULLY BEEN IN OPERATION FOR 12 MONTHS (DISPOSABLE HOT DRINK CUP) RECYCLING FOR FANS TRAVELLING FOR ALL EVENTS RATE

Since the introduction of the Eco Cup in August 2014 we have saved over 12 million single use plastic cups from landfill.

Eco Cup charity donation to date (March 2020) is The cup is specially designed £43,380 so the lid is part of the cup › NO LID PLASTIC WASTE

Annual Report 2020 3 3 DIRECTORS’ REPORT

RFU STRUCTURE EMPLOYMENT STATEMENT EMPLOYEE CONSULTATION EQUALITY STATEMENT GOING CONCERN CORPORATE GOVERNANCE

Annual Report 2020 DIRECTORS’ 3 REPORT 3

RFU STRUCTURE on the playing and governance of the The most recent smaller pulse survey game and criteria for membership of took place in May 2020. It showed 82% The RFU is unique among national the RFU; appointing and removing a felt like they had been kept informed and governing bodies as having a co-operative number of Board directors and members connected during the Covid-19 crisis. 81% structure. Rather than being a company, of committees and subcommittees felt supported by their line manager’s it is a society registered under the etc.; setting the date, time and agenda effort to adapt to changes in response to Co-operative and Community Benefit of General Meetings; the ability to call Covid-19. Societies Act, meaning that it is a a Special General Meeting; co-option members’ organisation. The one member, onto Council; deciding the policy for the All employee RFU Live briefings took one vote principle is enshrined in the distribution of tickets for international place three times in the year, giving RFU’s Rules, its constitutional document. matches at Twickenham. employees the chance to hear from the The membership is predominantly rugby leadership team about plans and progress, clubs, both professional and amateur. EMPLOYMENT and the opportunity to ask questions.

The Board has the ultimate responsibility At 30 June 2020, the RFU’s full and EQUALITY for the strategic direction of the RFU, and part-time permanent staff numbered 565 has the authority to exercise all executive permanent employees. Joint venture The RFU wants rugby union in England functions other than clearly specified company, Twickenham Experience Ltd, to reflect the diversity of modern day powers which are reserved to Council or employs around 4,800 staff for bars and society. The game is founded on inclusion the members. hospitality suites on major match days and and being open to all, but the Union has offers 10,000 single working days across recognised a need to do far more across The Board is designed to be a combination the stadium’s conferences and events. a range of areas and has made a firm of representatives of the game, together commitment to do this. with executive staff and independent EMPLOYEE CONSULTATION non-executive directors. Directors are The commitment is to continue to challenge appointed through a rigorous skills- On 6 July 2020 the RFU entered into ourselves, to keep improving, and to make based selection process to ensure the a collective consultation with elected sure rugby offers an equal experience and right combination of skills, experience employee representatives from equal opportunities to everyone. and knowledge. With the exception of each business area about proposed executive staff, all Board members are redundancies and options to reduce the Research surveys across the community subject to limits on the time they can serve numbers affected or lessening the impact. game, with fans, coaches, match on the Board as set out in the RFU’s Rules. officials, England players, and with RFU The consultation with the majority of employees, will enable us to discover The Board has a number of committees impacted employees was completed on more about who we are and what responsible for different areas of its 28 August 2020. The costs of change and experiences we have had. They will also operation, most notably the Community the financial impact of reduced employee help us focus on areas to influence and Game Board, the Professional Game Board numbers will both impact in the financial create a tangible plan with real targets and the Governance Standing Committee. year ending 30 June 2021. and goals with the help of data and The Board is also served by an Audit knowledge. It will be the cornerstone of Committee, a Remuneration Committee EMPLOYEE ENGAGEMENT the RFU’s new Diversity & Inclusion Plan. and a Nomination Committee. Larger employee surveys are carried We are also using our own online and The RFU Council has a dual role of driving out every two years, with smaller pulse social media platforms to raise awareness policy relating to the game and monitoring surveys conducted intermittently for some of the issues we need to address, and oversight of the Board, which it fulfills throughout the year. featuring relevant stories and videos. on behalf of the RFU’s members. The most recent full employee survey, We have set out working groups at all The Council is made up of representatives in 2019, showed 80% of employees felt levels of the organisation to make sure appointed by member clubs (largely on committed to the RFU and to their roles that we keep improving the diversity of the a geographic basis through Constituent with only 8% responding negatively to this game and the RFU. Bodies), those appointed by the national question. 91% reported understanding how representative bodies (such as Premier their work contributes to the objectives At the June AGM, the RFU Council voted Rugby or the Rugby Players’ Association), of their team and the RFU. Only 4% to appoint Genevieve Glover chair of the and some ex officio and co-opted members. responded negatively to the statement Diversity & Inclusion Implementation “I have skills I need to do my work well”, Working Group, which will monitor the While executive authority sits primarily with 86% responding positively. And 88% implementation of strategies to increase with the Board, the Council also has of employees felt treated fairly and with the diversity and inclusion within the a number of specific reserved powers respect by their managers. leadership and governance structures of which include: deciding regulations the game.

Annual Report 2020 DIRECTORS’ REPORT 3 3

The Executive team has formed a D&I with the Group’s short, medium and long- Project Steering Group, with CEO Bill term cash flow forecasts. In particular the Sweeney the overall lead and Chief Directors have considered the impacts of Operating and Financial Officer, Sue Day, the Coronavirus pandemic. the day to day project lead to help focus on pertinent areas, within both the RFU and Based on the Group’s cash flow rugby as a whole, and drive results. projections which incorporate reasonable sensitivities and contingencies for a The Board has also set diversity targets, period of not less than 12 months from with the intention that by 1 August 2022 at the date of approval of these financial least 30% of Board members will be female, statements, the Board has concluded and at least 15% will be from a BAME that the Group has sufficient financial background. resources, including current and potential future facilities, to meet its liabilities as This will be a long and continuous journey they fall due for the foreseeable future. For which will make us a stronger sport both this reason, the Group continues to adopt on and off the pitch and underlines the the going concern basis in preparing its important role that rugby can play in financial statements. Further details with societal change and improving lives. regard to the Boards consideration of the going concern basis of preparation GOING CONCERN are given in note 2(c) on page 65 of the financial statements. In adopting the going concern basis for preparing the financial statements, the Directors have considered the business activities set out in the Strategic Report on pages 7 to 9 including the Group’s principal risks and uncertainties, together

Annual Report 2020 3 CORPORATE GOVERNANCE

3 THE BOARD

Paula Carter’s executive career covers private Ofcom Advisory Committee for England. Her sector and public companies and multiple- consultancy career includes roles in the Cabinet stakeholder regulated organisations as well as Office and advising a Parliamentary Committee, working at the most senior level in all the major as well as working for the Communications British television companies during transition Regulator, Ofcom and the Royal Opera House. from a linear terrestrial to an online digital A Level 7 rugby referee, Paula refereed on the PAULA CARTER PAULA ecology. Non executive roles include the Maritime London Premier List, served on the Surrey and Coastguard Agency and the Parliamentary Disciplinary Committee and sat on panels for the Ombudsman and currently the Port of London RFU and European Premier Club Rugby. (APPOINTED 1ST AUGUST 2020) AUGUST (APPOINTED 1ST Authority, the Wine Society, and Chair of the

Andy Cosslett was appointed Chair of the Board Wanderers, as well as captaining the in October 2016, replacing Sir DL first 15 of Vandals, where he is Vice ANDY who became Chair of World Rugby. He previously President. His 40-year global business experience held an Independent Non-Executive Director role has seen him hold CEO roles at Fitness First and COSSLETT on the Board and, as Chair of England Rugby 2015, InterContinental Hotels Group. He also spent oversaw the delivery of the most successful Rugby 14 years with Cadbury Schweppes in a variety of World Cup in history. A lifelong association with senior roles around the world. He has been Chair rugby saw him playing for 25 years at Broughton of Kingfisher plc since 2017. Park, Davenport, Manchester University and

Middlesex representative on the Council ran the Middlesex Merit Table to promote since 2003, Chris Cuthbertson is Chair of the competitive rugby for the lower sides of clubs in CHRIS Governance Standing Committee having the county and was instrumental in relaunching previously chaired the Laws Subcommittee. He the county’s women’s team. He is the long- is a member of the Remuneration Committee term Honorary Secretary and a Life Member of and was a long-term member of the Audit Hammersmith & Fulham RFC, where he helped CUTHBERTSON Committee. He is a Vice President of Middlesex to launch their women’s and youth sections. He County RFU and a member of their Management is an Imperial College graduate and a Fellow of Board. Chris launched and for many years the Institute of Chartered Accountants.

Sue Day became RFU Chief Financial Officer chartered accountant and had 20 years’ significant SUE DAY and a member of the RFU Board in March experience in financial roles at the accountancy 2018. In October 2019 that role changed to RFU firm. A former England rugby captain and prolific Chief Operating and Financial Officer. She is try scorer, Sue is also past president of Wasps FC, responsible for finance, legal and governance, having played for the club for 14 years. She was technology, people, strategy and Twickenham capped 59 times for England, winning three Grand Stadium, reporting to CEO Bill Sweeney. Her Slams, and also captained the England Sevens previous role was as Deal Advisory Partner team and coached the developmental team. She at KPMG. Having been appointed partner in is a founding trustee of the Women’s Sports Trust, 2015, she worked as Lead Partner on a number and has been a rugby commentator for Sky Sports of high profile mergers and acquisitions, and and World Rugby. corporate finance transactions. She qualified as a

Annual Report 2020 CORPORATE GOVERNANCE 3 3

Phil de Glanville has been on the RFU Board Phil won 38 England caps in his seven years in

PHIL of Directors since September 2018. A former the England squad, including both World Cups in England captain, he played centre for Durham 1995 and 1999. He was Director of Elite Sport at University while an Economics and Politics Hartpury College, and has previously worked at student and then won a at Oxford, as well as Sport England as Head of Delivery, and then as an

DE GLANVILLE representing England U21s. He played 202 times NGB Relationship Manager, being responsible for and scored 53 tries for Bath in a 12 year career Sport England’s relationships with five national with the club, which also saw him captain them governing bodies, including the RFU. He is to a league and cup double in 1996 , the year he now working as a Director and co-owner at the was appointed England captain for the season. executive search firm Hanover Fox where he has Bath also won the European Cup in 1998. In all, been for four years, based in Bath and London.

Simon Massie-Taylor joined the RFU in September joining the BOA, Simon was Senior Vice President 2016 as Chief Commercial Officer from the Commercial for Tough Mudder in New York and

SIMON British Olympic Association (BOA) where he was was also part of the commercial team at LOCOG, Commercial Director. That role changed to Chief the organisers of the London 2012 Commercial and Marketing Officer in October and Paralympic Games. Simon began his career in 2019. Simon is responsible for all of the RFU’s finance, where he trained as a chartered accountant

MASSIE-TAYLOR MASSIE-TAYLOR commercial operations and revenue-generating at KPMG and worked as an associate at the activities including broadcast, sponsorship, investment bank Rothschild and Sons in London. ticketing, retail, brand and marketing. Before

Stephen Pearson, the Oxford University fellow of Trinity College Oxford and an Oxford representative on the RFU Council, joined the Blue. He is a member of London Scottish RFC. Board in 2017. He is chair of Trustees of the RFU

STEPHEN Pension Fund and of the RFU Injured Players PEARSON PEARSON Foundation. A former fund management director of Jupiter Asset Management and currently their Chief Investment Officer, he is a Thomas Pope

Dominic Proctor is the RFU’s Senior Independent 100 countries. Prior to that he had been founder Director and has been on the Board since 2016. and CEO of Mindshare and CEO of J.Walter He spent the whole of his professional career in Thompson. He is now a consultant to small DOMINIC

PROCTOR PROCTOR advertising and media, mainly running agencies businesses and Chair of two national charities. He owned by the WPP group. From 2012-2017 he was played rugby for Durham University where he was Worldwide President of GroupM, the division of forced to retire through injury. WPP responsible for buying 30% of the world’s advertising media, with 30,000 employees in

David Roberts has served as Hertfordshire’s Herts rep on the Area 2 2015 RWC Lead up and representative on Council since 2015. Numerous Legacy Committee. He was former chair of the roles for Letchworth Garden City RFC have Club & CB Development Subcommittee and included: Mini/Junior Chair, Coach Coordinator is now Chair of the Community Game Board. and coaching various age groups at Club and CB Professionally, David has held positions within the level. David is part of the Hertfordshire Executive Telecoms Industry and was the Head of Business

ROBERTS DAVID Committee and has held roles which include Improvement at the Open University; his current Chair of the Rugby Development Partnership, role concerns Business Improvement and the Chair of Representative & Player Development development and implementation of quality (APPOINTED 1ST AUGUST 2020) AUGUST (APPOINTED 1ST Committee and Hon Secretary. David was the management improvements.

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4 THE BOARDCONTINUED

Independent Non-Executive Director Genevieve Pearson PLC. Since 2014, Genevieve has taken on Shore was appointed to the RFU Board in a portfolio of Non-Executive Director positions September 2017, having played rugby for England, across a variety of organisations including SHORE including in the 1994 Women’s Rugby World Santander UK, Lego, Money Supermarket, Arup

GENEVIEVE Cup winning team. Her executive career was LTD and Scottish Television. Genevieve also dominated by working in publishing in various invests in EdTech start ups and runs her own roles, including Global Digital. Director of Penguin property and retail business. Group, Chief Digital Officer and then CIO for

Bill Sweeney was appointed Chief Executive performances at two consecutive Winter

BILL Officer of the Rugby Football Union in May Olympic Games. He left a very strong British 2019. He represents the RFU on the World Olympic Association, both financially and in Rugby Council, 6 Nations Council and the readiness for the next Olympic Games. His SWEENEY Board of the British & Irish Lions. Before joining earlier business career included senior roles at the RFU, he served nearly six years as CEO adidas and Puma, and corporate management at the British Olympic Association, when a with Shell, Mars and Unilever. Although a record-breaking London 2012 Olympic Games lifelong rugby supporter, he was initially a preceded Team GB becoming the first host schoolboy footballer at Chelsea FC and then nation to win more medals in the following English Universities captain. He switched Olympic Games, in Rio 2016, when they came to rugby first with Aberdeenshire RFC and second in the medal table. During Sweeney’s then Abu Dhabi RFC, Rosslyn Park FC and tenure, Team GB also delivered best-ever Weybridge Vandals RFC.

Jonathan Webb is the World Rugby 1992. He is President of United Bristol Hospitals Representative on the RFU Council and chairs the RFC and Honorary Vice President of University

WEBB RFU Concussion Risk Management Group and of Bristol RFC. Jonathan is a full time consultant the Medical & Sports Science Technical Advisory orthopaedic surgeon specialising in knee surgery JONATHAN Group. He played full back for the University of and sports injuries. Bristol, for Bristol, Bath and England, earning 33 England caps and 298 points between 1987-93. He was voted Rothmans Rugby Player of the Year in

Helen Weir CBE, an Independent Non- the Supervisory Board of Ahold Delhaize. She Executive Director, was appointed to the previously sat on the Boards of Just Eat, SAB HELEN Board in 2014. She is a former CFO of Marks Miller and Royal Mail. She is also a Trustee of

WEIR CBE and Spencer, having previously held a similar Marie Curie. She is passionate about rugby position at the John Lewis Partnership and and has served as Treasurer of Lloyds Banking Group, where she also ran the RFC where she also managed a mini rugby Retail Bank. An experienced Non-Executive team from U7 to U11, and was previously Director, she also sits on the Boards of involved in Wasps Community Foundation. Greencore and Superdry, and is a member of

Peter Whiting is a Wing Commander in the RAFRU administrative duties for 18 years. He RAF and a Council member since 2007. He has has an MSc in Sport Management, Governance PETER previously completed a term on the Board of RFU and Policy, an MA in Leadership Studies and a

WHITING Directors and returns to the Board for a second Bachelors in Education (Physical Education). time. Capped by the RAF, he played for numerous civilian club sides alongside RAF representative rugby duties and still plays occasionally for the Commons and Lords. He has been involved in

Rob Briers and Deborah Griffin served on the Board during the year and stepped down on 31 July 2020. Annual Report 2020 CORPORATE GOVERNANCE 4 4

GROUP AUDIT & RISK COMMITTEE

Membership of the Committee

Name Role Member since Meetings attended

Helen Weir Chair, INED Board Member 2015 4 out of 4

Deborah Griffin RFU Council-Elected Board Member 2012 4 out of 4

Philip Johnson Independent Committee Member 2017 4 out of 4

Tim Miller RFU Council Member 2019 4 out of 4

Stephen Pearson was appointed as Council-Elected Board Member to the Audit & Risk Committee on 1st August 2020. Although no longer a Council-Elected Board Member, Deborah Griffin has been reappointed to the Audit & Risk Committee a further term of 1 year ending 31st July 2021.

Note: The maximum number of scheduled meetings held during the season that each member could attend is shown next to the number attended. A number of additional meetings and calls were held as required.

The Audit & Risk Committee comprises at reviewed annually by its members, • Oversight of compliance with legal and least four members, of which at least two taking into account relevant legislation regulatory requirements. must be Non-Executive members of the and recommended best practice. The Board. The Chair must be an Independent key responsibilities of the Committee • Reviewing any matters reported to the Non- Executive Director and at least one are to assist the Board in relation to the RFU’s whistleblowing line. member must be a Council Member on following matters, bringing relevant the Board. At least one member must have issues to their attention: Activities of the Committee recent and relevant financial experience. • Oversight of the integrity of the RFU’s During the year, the Committee covered Members are appointed for three-year financial statements and approval of key a variety of topics in its meetings. These terms with an aggregate maximum judgements and accounting estimates. included both standing items that the term of nine years. Helen Weir, an Committee considered as a matter of Independent Non-Executive Director, • Review of the external audit work course, typically in relation to risk, internal chairs the Committee. programme. controls, potential litigation, accounting policies, corporate policies, judgements Other attendees at Committee meetings • Oversight of the external auditors’ and reporting matters, and a range of include the Chief Executive Officer, performance, objectivity, qualifications deep-dive topics relevant to the RFU’s key Chief Operations and Financial Officer, and independence arrangements. risks. The Audit Committee maintained Legal & Governance Director, Finance Recommendation to the Board of its expertise with some targeted training, Director, Financial Reporting Manager, the external auditors’ appointment focusing on developments in reporting internal and external auditors and other for member approval at the AGM. requirements. members of staff as required. Recommendation of External Audit fees to the Board for their approval. The Committee’s principal activities were Committee members met without others as follows: present several times during the year, and • Oversight of the effectiveness of the also held private sessions with the Chief internal audit function. Approval of the Financial Statements Operations and Financial Officer and internal audit plan. Internal and External Auditors, creating The Committee reviewed and approved an environment where all issues could be • Review of the effectiveness of the RFU’s the Annual Report and Financial discussed frankly. internal control systems. Statements, including the accounting policies and significant judgements and Purpose of the Committee • Monitoring, overseeing and estimates underpinning their preparation advising the Board on the RFU’s risk as disclosed in notes 2 and 3 on pages The role and responsibilities of the management process and providing 65 to 70 along with the overall basis of Audit & Risk Committee are set out in assurance on key risk matters. preparation of the financial statements. written terms of reference, which are

Annual Report 2020 CORPORATE GOVERNANCE 4 4

Particular attention was paid to the included in the Annual Report. Change fundraising activity and following significant areas of judgement agreed management’s approach to and estimation in relation to the financial The Committee recommended to the implementing the recommendations; statements: Board of Directors, and the Board has approved, the audited consolidated • Health and Safety – the Committee • The Group’s cash flow forecasts, financial statements included in the received an update on the recent including downside scenarios, and Annual Report for the year ended 30 independent Health and Safety debt facilities used to conclude that the June 2020. Review and noted the significant Going Concern basis of preparation is improvements since the last report; appropriate. Risk Management and Internal Control arrangements • Cyber risk (including GDPR)– the • The assessment of the application Committee discussed cyber security at of the revenue recognition policies, The Committee reviewed the RFU’s the RFU including the key risks facing particularly in light of the impact of overall approach to risk appetite, risk the Union, the steps that were being Covid-19 on broadcast, sponsorship and management and control, and its taken to manage the risks and controls other income processes and related outcomes. that are in place to help mitigate them. The Committee advised that a • The judgements made on the Sources of assurance to the Audit and greater level of inscription for laptops recognition of insurance recoveries yet Risk Committee of the effectiveness of should be implemented. In response, to be received, including an assessment risk management and internal controls a review was performed and the of the likely success of the claims based procedures were: Committee received confirmation that on prior experience. all the access to all laptops has been • Internal audit – the Audit and Risk encrypted; • The estimate of bad debt provisions Committee approved the internal based on prior repayment performance audit plan and received reports in the • Response to COVID – the Committee and liquidity of the debtors. year on a number of topics including: reviewed the organisation’s response Risk Management, Pitch-side Care to the pandemic, including aspects • The assumptions made in the Standards, Contract Management, relating to finance, banking, health and recognition and valuation of deferred Staff Expenses, Cyber Security and safety and people; tax assets, in particular the decision to Financial Controls de-recognise the deferred tax assets in • GDPR – the Committee received a the parent. • Management updates – papers report outlining the RFU’s compliance and verbal updates were submitted with the General Data Protection • The assumptions used and the on a range of issues, including Regulation (EU). accounting treatment of the defined whistleblowing and speak-up benefit pension scheme deficit policies, fraud and bribery, claims In fulfilling its responsibilities in relation and litigation, risk and contract to risk management, internal control and The Committee concluded that these management and taxation. the financial statements, the Committee were significant judgement areas that met regularly with senior members of required specific disclosures in the In addition, the Committee received a management. financial statements. number of deep dive presentations from management including: Internal audit For each of the above areas, the Committee considered the key facts and • East Stand Project Management – the Internal audit is an independent and judgements outlined by management Committee received an independent objective assurance function which with relevant individuals attending the review of the project and agreed with aims to assess and improve the RFU’s meeting to answer questions posed by management’s plan to implement overall control framework. Internal audit the Committee. The issues were also recommendations; at the RFU is undertaken by RSM, an discussed with the External Auditors. The independent accountancy firm. The Committee was satisfied that there are • Safeguarding – the Committee Audit and Risk Committee defines the appropriate accounting policies in place discussed the recommendations responsibility and scope of the internal in relation to these significant issues for Safeguarding Assurance, with a audit function and approves its annual and management have correctly applied particular focus on how provisions plan which focuses on a number of the key these policies, making appropriate within community rugby are being risks faced by the RFU. judgements as required. implemented; During the year, the Committee evaluated The Committee also considered whether • Try for Change – the Committee the performance of the internal auditors a fair representation of the key risks and received an independent review and was satisfied with their effectiveness. uncertainties to the business had been of the governance of RFU’s Try for

Annual Report 2020 CORPORATE GOVERNANCE 4 4

External auditors BDO LLP have been auditors of the RFU they were satisfied that these had been since 2019, when the last audit tender was treated appropriately in the financial Following the recommendation of the undertaken. statements. In particular, the Committee Committee, the Directors proposed the re- focused on areas of potential disagreement appointment of BDO LLP as the Group’s Audit of the Annual Financial between management and the external external auditors for 2020. Members Statements auditors and how these had been resolved. approved the appointment of BDO LLP at the AGM on 12 June 2020. The Committee reviewed and agreed the Evaluation of the Audit & Risk external audit plan, and met in a closed Committee Both the RFU and BDO have safeguards session with the external auditors during in place to avoid the possibility that the year. The Committee carried out an the external auditors’ objectivity and assessment of its overall performance independence could be compromised, such The external auditors, BDO, reported in the year. Overall, the assessment as audit partner rotation and the restriction in depth to the Committee on the concluded that the Committee is of non-audit services that the external scope and outcome of the annual performing effectively. A small auditors’ can perform. The Committee audit. This reporting included their number of areas for improvement were reviewed reports on the actions BDO significant findings, internal control identified. These related to a more take to comply with the professional and recommendations and summary of explicit articulation of risk appetite, and regulatory requirements and best practice misstatements. a more structured induction programme designed to ensure their independence for new members of the Committee. from the RFU. The Committee was satisfied The Committee received the views Improvements are being implemented. with BDO’s independence. and conclusions of BDO regarding management’s treatment of significant During the year, the external auditors did not transactions and areas of judgement carry out any non-audit work for the RFU. during the year and BDO confirmed that

Annual Report 2020 CORPORATE GOVERNANCE 4 4

REMUNERATION COMMITTEE

Membership of the Committee

Name Role Member since Meetings attended in year (excluding calls)

Genevieve Shore Chair – Independent Non-Executive 2019 5 out of 5 Board Member

Andy Cosslett Chairman of the Board 2016 5 out of 5

Malcolm Caird RFU Council Member 2016 5 out of 5

Chris Cuthbertson RFU Council Member and Non- 2014 5 out of 5 Executive Board Member

Naomi Sutcliffe Independent 2018 4 out of 5

Note: The maximum number of scheduled meetings held during the season that each member could attend is shown next to the number attended. Additional meetings and calls were held as required.

The Remuneration Committee is The Committee also provides oversight reward structure 2019/2020 comprised of five members, of which for annual all employee pay reviews, at least two must be non-executive performance related bonus plans and other • Executive and staff bonus structure for members of the Board and one of benefits. 2019/20 (and performance and reward whom must have recent and relevant review for 2018/2019) remuneration-related experience. The role and remit of the Remuneration Members are appointed for three-year Committee is regularly monitored for its • Executive, CEO and Head Coach terms that may be extended by one effectiveness and appropriateness for the benchmarking and KPIs further term of three years. Genevieve business, while the Terms of Reference have Shore, an independent non-executive been reviewed by the Legal & Governance • England Head Coach contract member of the Board, chairs the Director and the Committee, and are now to extension Committee. be reviewed on an annual basis. • Recruitment of England senior Other attendees at Committee meetings There has been no change in personnel on coaching team post RWC 2019 included the Chief Executive Officer, the Remuneration Committee this year. the Human Resources Director, the • Recruitment of the Director of Company Secretary and the Reward Activities of the Committee Performance Rugby Business Partner. The Remuneration Committee held five • Gender Pay Gap report and review Purpose of the Committee meetings during the year alongside four additional conference calls. The increased The Committee regularly receives The Committee is responsible for activity was as a result of significant assistance in considering Executive determining and agreeing the framework, recruitment decisions in relation to the remuneration matters from members of policies and remuneration packages for England senior coaching team for which senior management, including the HR the Chief Executive Officer, Executive the Committee needed to consider Director and the CEO. These individuals Directors and anyone whose salary remuneration matters. attend meetings by invitation during exceeds £150,000 per annum. the year. The Committee ensures The principal items covered at meetings that no person was present during This includes the England Men’s XV Head were: any discussions relating to their own Coach position, certain other Men’s XV remuneration. External benchmarking coach positions and employees in subsidiary • Annual pay review and bonus reward data is used regularly to guide and verify companies. The Committee also reviews 2018/2019 decision-making. annual service fees for the Chairman of the Board and Non-Executive Directors. • Annual performance planning and

Annual Report 2020 CORPORATE GOVERNANCE 4 4

REMUNERATION DECISIONS

Stephen Pearson 25 Total remuneration (including salary, financial uncertainties due to the impact of 25 car allowance, benefits in kind, pension Covid-19. Dominic Proctor 30 30 contributions and bonus) paid to the Executive Officers on the Board for the Total remuneration for the full senior Genevieve Shore 30 25 financial year was: management team was £2.23m (2019: £2.69m). The main drivers for the decrease Jonathan Webb 25 25 2020 2019 is due to voluntary salary reductions for £000 £000 the final three months of the financial year. Helen Weir 30 30

Bill Sweeney, 430 67 The fee payable to the Chair of Board Malcolm Wharton 2 25 (stepped down July 19) Chief Executive is £80k per annum and a fee of £25k per annum payable to each of the Officer** Peter Whiting 23 0 (joined May 2019) Non-Executive Directors on the Board. (Appointed Aug 19) There is an additional £5k fee per , n/a 231 annum payable for chairing one of the Total 345 340 interim Chief Audit and Risk, Remuneration or Board Nominations Committees Total amounts paid to all Board members Executive Officer* in the year was £1.1m (2019: £1.8m). (stepped down from Board May 2019) As in prior years, some Non-Executive Directors have foregone their Board Pay Decisions Simon Massie- 274 313 fees. During the season as a response to Taylor, Chief Covid-19, further members of the Board Following extensive external market agreed to reduce their fees. benchmarking, the Committee reviewed Commercial and approved remuneration for the England Officer** Given these deductions, the total amounts Coach, the new England Senior team paid out in 2019/20 were: coaching positions, the new Director of Sue Day, Chief 294 351 Performance Rugby and the Executive team. Operating and Total fees payable £345,000 Financial Officer** Gender Pay Reporting Total fees £140,625 Steve Brown, n/a 572 paid following Due to Coronavirus (COVID-19), the Chief Executive reductions Government’s requirement to publish Officer Gender Pay Gap Reporting statistics was (stepped down from % reduction 59% removed for the 2019/20 reporting year. Board December 2018) The RFU continues to review and address Total remuneration that each of the Gender Pay and remains committed Total 998 1,534 Non-Executive Directors on the Board are to growing, promoting and providing entitled to be paid as follows: opportunities across the women’s game, as * This relates to the period from 16 well as continually developing its internal November 2018 to 8 May 2019 when Nigel 2020 2019 people policies: www.englandrugby.com/ Melville was interim Chief Executive and a £000 £000 about-rfu/annual-reports member of the Board. Jeff Blackett N/A 2 **This includes 3 months of pay (Stepped down August reductions due to Covid-19. The Executive 2018) SOME NON- Directors took salary reductions of EXECUTIVE 20% from April to June 2020. The total Rob Briers 25 25 voluntary salary reduction amounts to DIRECTORS HAVE Andy Cosslett 80 80 £49,500 for the three month period. DECIDED TO FOREGO Chris Cuthbertson 25 25 Neither the senior management bonus THEIR BOARD FEES scheme nor the All-Employee bonus Phil De Glanville 25 23 scheme paid out in respect of the 2019/20 (Appointed August 18) OR DONATE THEM TO financial year. While the relevant targets CHARITY were met, it was agreed that no bonus Deborah Griffin 25 25 payments would be made given the

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BOARD NOMINATIONS COMMITTEE SECTION

Membership of the Committee

Name Role Member since Meetings attended in year (excluding calls)

Dominic Proctor Chair, Senior INED 2017 6 out of 6

Andy Cosslett Chair of the Board 2017 5 out of 6

Genevieve Shore INED 2017 6 out of 6

Mike Waplington RFU Council Member (ex officio as 2018 6 out of 6 Chair of Council NomCom)

Note: The maximum number of scheduled meetings held during the season that each member could attend is shown next to the number attended. Additional meetings and calls were held as required.

Following the introduction of the Code for • the Chair of the Community Game • Genevieve Shore as INED for a final Sports Governance, the RFU restructured Board (CGB); three-year term until 31 July 2023; the way in which its nominations and appointment processes work. Included • the chair of the Governance Standing • Chris Cuthbertson as Chair of the in these changes was the introduction Committee; and Governance Standing Committee for a of a Board Nominations Committee to final two-year term until 31 July 2022; work alongside the Council Nominations • the Senior Representative on the Committee (Council NomCom). Professional Game Board (PGB) • Phil de Glanville as Senior PGB Representative for a second two-year Membership of the Committee As well as other roles appointed by the term until 31 July 2022, after which he Board, such as: will be eligible for reappointment for a The Committee is chaired by Senior final two-year term. Independent Director (INED), Dominic • International representatives; Proctor, with Chair of the Board Andy In liaison with the Council NomCom, the Cosslett and INED Genevieve Shore, • Directors of subsidiary companies, Committee interviewed candidates to comprising a majority of independent replace Rob Briers as Chair of the CGB directors. In order to work effectively with Four Council Elected Directors of the and unanimously agreed to appoint David the Council NomCom, Mike Waplington is Board are appointed by the Council on Roberts for an initial three-year term until an ex-officio member of the Committee in the recommendation of the Council 31 July 2023. his role as Chair of Council NomCom. Nominations Committee. In each case, appointment of members of the Board is The Committee collaborated with the The composition of the Committee subject to ratification at the AGM. Council NomCom to fill two vacancies for therefore follows the requirements of the Council Elected Directors: Code, except that Sport England agreed ACTIVITIES OF THE COMMITTEE that it may be chaired by an INED rather • Stephen Pearson was reappointed for a than the Chair of the RFU Board. Board Appointments second three-year term ending 31 July 2023; and Purpose of the Committee After consulting the Board as to the effectiveness of Board members • Paula Carter was appointed to succeed The Committee is responsible for making approaching the end of their current Deborah Griffin for an initial three-year recommendations to the Board for the terms and wishing to be reappointed, the term until 31 July 2023. following Board appointments: Committee recommended the following reappointments to the Board: • the Chair of the Board of Directors; • Andy Cosslett as Chair of the Board for • the INEDs; a final one-year term until 31 July 2021;

Annual Report 2020 CORPORATE GOVERNANCE 4 4

Annual Report 2020 CORPORATE GOVERNANCE 4 4

International Representatives Charity Trustees The draft timetable provides for recruitment to start in the autumn, During the 2019/20 season, a number The Committee also worked with the with interviews in late 2020 for Board of changes to the International Rugby Football Foundation and the RFU approval in January 2021 following Representatives were made following the Injured Players Foundation, both charities which the candidates would be put departure of Nigel Melville as Professional within the RFU’s group, to recommend forward for ratification by the Council Rugby Director in December 2019. appointments to the boards of trustees of and then the AGM. those charities and to work on longer term The following interim changes approved succession planning. DIVERSITY AND INCLUSION during the 2019/20 season were reviewed and approved following the end of that JOINT WORKING AND The Board is keen to ensure a diverse season: SUCCESSION PLANNING membership and has committed to a target of having at least 30% female and Bill Sweeney joined Deborah Griffin The Committee collaborated with the 15% BAME representation on the Board and Jonathan Webb as a World Rugby Council NomCom to plan the succession by August 2022 at the latest. Four of the 14 Representative to replace Nigel Melville of volunteers within the RFU’s governance Board members are female, meaning that and it was agreed that it was appropriate structure, in relation to significant roles representation stands at 28.6%. Currently for him to remain a World Rugby such as representatives to international none of the 14 Board members are BAME. Representative in his capacity as CEO. bodies and members of key committees Both Committees share this commitment and subcommittees. and have a role to play in advancing an Simon Massie-Taylor joined Bill Sweeney inclusive environment respecting all as a Six Nations Representative to replace Both Nominations Committees hold joint strands of diversity. , who remains as Chair of meetings at least twice a year but members the Board of the British and Irish Lions. also meet and speak on a more regular The Council appointed Genevieve The appointment of Simon Massie-Taylor, basis. This ensures that the work of the Glover to chair the Diversity & Inclusion the RFU’s Chief Commercial Officer, is two Committees is aligned, and that the Implementation Working Group, which will linked to his strategic involvement in Council NomCom’s knowledge of the skills implement the recommendations approved potential third party investment in the and experience of the RFU’s volunteer by the Council to improve diversity and commercial rights of the Six Nations resource is understood by the Board inclusion within the RFU governance and it was agreed that it was appropriate Nominations Committee. The secretariat structures. Genevieve was also co-opted to for Simon to remain a Six Nations of the two Committees also liaise regularly the Council to assist with this role. Representative. to ensure close alignment. The Committees also liaised with the This resulted in Bill Sweeney holding three Key succession planning for next season RFU Human Resources Department Senior Roles (as defined in the RFU Rules) will revolve around recruitment of the to ensure that all Job Descriptions and and, in accordance with the RFU Rules, Chair of the Board and an INED to replace job advertisements include wording to this was ratified by Council by the required Andy Cosslett and Helen Weir respectively, encourage applications from individuals two-thirds’ majority vote. whose terms both end in July 2021. with more diverse backgrounds.

The Committee is planning to update Job This involves collaboration with HR to Descriptions and Person Specifications for update the Job Descriptions and Person these roles during 2020/21. Specifications, finalise the timetable and appoint an Executive Recruitment firm.

THE BOARD IS KEEN TO ENSURE A DIVERSE MEMBERSHIP AND HAS COMMITTED TO A TARGET OF HAVING AT LEAST 30% FEMALE AND 15% BAME REPRESENTATION ON THE BOARD.

Annual Report 2020 CORPORATE GOVERNANCE 4 4

FUTURE WORK

Term limits

Both Committees have introduced standard term limits to ensure compliance with the Code and effective turnover of membership on boards and committees.

Induction

Both Committees have reviewed the Induction processes for Board and Council Members with a view to making them more interactive, timely and bespoke to their needs to allow new members to be fully equipped to make an effective impact when their terms of office start.

The Covid crisis has had an impact on these plans but the introduction of allocating mentors to new Council Members will help whilst social distancing measures are in place.

Declarations of Good Character

In accordance with good practice and provisions of the Code, the Committees have asked Board to sign a Declaration of Good Character. All responses have been received and no issues have been identified. This will be followed by a request to Council in the coming months.

Annual Report 2020 5 5 FINANCIAL STATEMENTS INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE RUGBY FOOTBALL UNION GROUP PROFIT AND LOSS ACCOUNT PARENT PROFIT AND LOSS ACCOUNT GROUP AND PARENT STATEMENT OF COMPREHENSIVE INCOME BALANCE SHEETS GROUP STATEMENT OF CHANGES IN EQUITY PARENT STATEMENT OF CHANGES IN EQUITY GROUP CASH FLOW STATEMENT NOTES TO THE FINANCIAL STATEMENTS FOUR-YEAR SUMMARY

Annual Report 2020 FINANCIAL STATEMENTS 5 5

Annual Report 2020 5 FINANCIAL STATEMENTS 5

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE RUGBY FOOTBALL UNION

Opinion financial statements section of our report. Going concern We are independent of the Group and We have audited the financial statements the Parent entity in accordance with the The accounting policy for the going of the Rugby Football Union (the ‘Parent ethical requirements that are relevant concern basis of preparation is set out in Entity’) and its subsidiaries (the ‘Group’) to our audit of the financial statements note 2 (c) on page 52. for the year ended 30 June 2020 which in the UK, including the FRC’s Ethical comprise the Group and Parent profit Standard, and we have fulfilled our other The financial statements explain how and loss accounts, the Group and Parent ethical responsibilities in accordance management has formed a judgement statements of comprehensive income, the with these requirements. We believe that that it is appropriate to adopt the going Group and Parent balance sheets, Group the audit evidence we have obtained is concern basis of preparation for the Group and Parent statements of changes in sufficient and appropriate to provide a and Parent Entity. equity, the Group cash flow statement and basis for our opinion. the notes to the financial statements, This judgement is based on the evaluation including a summary of significant Conclusions relating to going of the inherent risks to the Group and accounting policies. concern Company’s business model, including the impact of the uncertainties of the The financial reporting framework that We have nothing to report in respect COVID-19 pandemic, and how those risks has been applied in their preparation of the following matters in relation to might affect the Group’s and the Parent is applicable law and which the ISAs (UK) require us to report Entity’s financial resources or ability to Accounting Standards, including Financial to you where: continue operations over a period of Reporting Standard 102 The Financial at least a year from the approval of the Reporting Standard applicable in the • the Directors’ use of the going financial statements. United Kingdom and Republic of Ireland concern basis of accounting in (United Kingdom Generally Accepted the preparation of the financial The risks most likely to adversely affect Accounting Practice). statements is not appropriate; or the Group’s and Parent Entity’s available financial resources over the period were In our opinion the financial • the Directors have not disclosed in the the impact of COVID-19 on the ability of statements: financial statements any identified the Group and Parent Entity to generate material uncertainties that may cast revenue, mitigate costs and to comply with • give a true and fair view of the state of significant doubt about the Group’s or banking covenants and remain within the the Group’s and of the Parent Entity's the Parent Entity’s ability to continue terms of available banking facilities. affairs as at 30 June 2020 and of the to adopt the going concern basis of Group’s loss and the Parent Entity’s loss accounting for a period of at least twelve The risk for our audit was whether or not for the year then ended; months from the date when the financial those risks were such that they amount statements are authorised for issue. to a material uncertainty that may have • have been properly prepared in cast significant doubt about the ability accordance with United Kingdom Key audit matters to continue as a going concern and Generally Accepted Accounting whether this is appropriately disclosed. We Practice; Key audit matters are those matters therefore considered going concern to be a that, in our professional judgement, key audit matter based on our assessment • have been prepared in accordance with were of most significance in our audit of of the significance of the risk and the effect the requirements of the Co-operative the financial statements of the current on our audit strategy. and Community Benefit Societies period and include the most significant Act 2014 and the Co-operative and assessed risks of material misstatement How we addressed the matter in Community Benefit Societies (Group (whether or not due to fraud) that we our audit Accounts) Regulations 1969. identified, including those which had the greatest effect on: the overall audit Our audit procedures in response to this Basis for opinion strategy, the allocation of resources in key audit matter included but were not the audit; and directing the efforts of the limited to: We conducted our audit in accordance engagement team. These matters were with International Standards on Auditing addressed in the context of our audit of • Evaluating management’s intent: (UK) (ISAs (UK)) and applicable law. Our the financial statements as a whole, and Through enquiry and review of responsibilities under those standards in forming our opinion thereon, and we minutes, evaluating the intentions are further described in the Auditor’s do not provide a separate opinion on of management and the timing and responsibilities for the audit of the these matters. achievability of funding options and

Annual Report 2020 FINANCIAL STATEMENTS 5 5

cost saving actions they consider would applying these policies, as set out in note of recognising grant income and improve the liquidity position should 3 - Judgements in applying accounting checking that it was recognised in the downside uncertainties such as the policies and key sources of estimation correct period further suspension of rugby materialise. uncertainty: page 69 Recoverability of debts, relating principally to the determination of • Testing on a sample basis the • Historical comparisons: Assessing whether year end receivables were requiring appropriateness of management’s historic cash flow forecasts against a doubtful debt provision. deferral of ticketing income due to the actual cash flows achieved in the postponement of some matches year and in previous years to assess The financial statements also explain historical reliability of data. how management determines the point • Testing on a sample basis at which to recognise revenue based on management’s deferral of seasonal box • Assumptions applied to forecast the terms and the period of the contract. income based on the delivery of box models: Assessing the appropriateness The impact and timing of the COVID-19 rights against future events of the assumptions applied by applying pandemic led to management needing to our knowledge of the organisation, apply a deeper level of scrutiny over the • Vouching a sample of year end as well as vouching to supporting terms of the contract in order to assess receivables to receipt of cash after documentation. the timing and quantum of revenue to be year end recognised in the period. • Sensitivity analysis: Considering key • Reviewing the latest financial position inputs into the cash flow forecasts and As a result of the aggregate of these of the larger debtors assessing the company’s sensitivity judgements, we considered this to be a analysis on reasonably possible key audit matter. • Obtaining correspondence with downside scenarios that could arise lawyers and with customers in respect individually and collectively whilst How we addressed the matter in of debtors that were considered considering the effect on the level our audit doubtful due to disputes to check that of available financial resources. the appropriate level of doubtful debt Challenging management on the Our audit procedures over the recognition provision had been booked appropriateness of expected revenue of revenue and the recoverability of debts volumes, timing, growth rates, and included, but were not limited to: Key observations expected costs by comparing to historical trends and our knowledge • Testing a sample of sponsorship As a result of our procedures we did of the business and sector it operates contracts to invoice or agreement and not identify anything to suggest that in, adjusting our expectations for to bank to gain assurance over the management’s judgement over revenue our understanding of the impact of historical reliability of judgements recognition or the recoverability of debts is COVID-19 where relevant. regarding recoverability inappropriate.

• Assessing transparency: Assessing • Reviewing external correspondence Recognition and valuation of the completeness and accuracy of with counterparties in order to deferred tax assets the going concern disclosures with determine the extent to which contract reference to managements going rights had been fulfilled and amounts The accounting policy for the recognition concern assessment. were recoverable of deferred tax assets is set out in note 2 (g) on page 66. Key observations • Testing on a sample basis management’s approach to the In applying this accounting policy, the Our observations in respect of going apportionment of contract values directors are required to recognise deferred concern are set out in the Conclusions through review of the contract and tax assets on the balance sheet only to the relating to going concern section above. management’s workings and rationale extent that it is considered probable that for assigning certain values to they will be recovered against the reversal The impact of the COVID-19 particular events of deferred tax liabilities or other future pandemic on revenue recognition taxable profits. and recoverability of debts • Reviewing broadcasting contracts, vouching amounts to bank and The directors exercise judgement in The accounting policy for the recognition observing third party correspondence applying this policy, as set out in note of revenue is set out in note 2 (e) on with broadcasters (which stated the 3 - Judgements in applying accounting page 66. The accounting policy for the amounts due) to assess management’s policies and key sources of estimation recognition of debtors is set out in note 2 recognition of broadcasting income uncertainty: b) Deferred taxation asset, (p) on page 68. on page 70, relating principally to the • Reviewing correspondence with determination of the period over which The directors exercise judgement in funders to determine the timing to project recovery of the assets and to

Annual Report 2020 5 FINANCIAL STATEMENTS 5

the financial performance assumptions free from material misstatement. The covered, including the relevant risks underlying the projected recovery. We level of materiality we set is based on detailed above and the information to be therefore consider the recognition and our assessment of the magnitude of reported back. The Group team approved valuation of deferred tax assets to be a key misstatements that individually or in the component materiality for these audit matter. aggregate, could reasonably be expected to entities having regard to the combination have influence on the economic decisions of size and risk profile of the Group. Note 11 provides further information on the users of the financial statements may the treatment of the deferred tax assets. take based on the information included in We completed a full scope audit for the the financial statements. Group and Parent Entity, including a full How we addressed the matter in scope audit of all significant components. our audit We determined materiality for the group For non-significant components with financial statements as a whole to be £2.4m material balances, those material balances Our audit procedures over the recognition (2019: £3.3m) and for the parent entity to be have been subject to audit and otherwise and valuation of deferred tax assets £1.9m (2019: £2.9m) which represents 3 per we have performed desk-top analytical included, but were not limited to: cent of profit before rugby investment after review procedures on those components. interest, being one of the key performance Non-significant components with no • considering the assumptions indicators of the Rugby Football Union. material balances have been subject to underlying the level of probability desk-top analytical review procedures applied to future performance Performance materiality is set to reduce to performed by the group audit team. that would enable the reversal of an appropriately low level the probability potential deferred tax assets in light that the aggregate of uncorrected and At the Parent Entity level we also tested the of our understanding of the level and undetected misstatements in the financial consolidation process. predictability of revenue and cost statements exceeds materiality for the streams and capital expenditure, financial statements as a whole. On Other information including reasonable sensitivities the basis of our overall risk and control thereon; environment assessment, our judgement The Directors are responsible for the was that performance materiality is set other information. The other information • an assessment of the tax legislation at 75 per cent (2019: 75%) of financial comprises the information included in applied to the utilisation of available statement materiality, which is £1.8m (2019: the annual report, other than the financial deferred tax assets, including £2.3m) for the Group and £1.4m (2019: statements and our auditor’s report the availability and use of capital £2.2m) for the Parent. thereon. Our opinion on the financial allowances, excess charitable donations statements does not cover the other and carried forward losses, and We agreed with the Audit Committee information and, except to the extent that we would report to them all otherwise explicitly stated in our report, • assessing the consistency of the identified corrected and uncorrected we do not express any form of assurance projections with longer term strategic audit differences in excess of £0.1m (2019: conclusion thereon. plans and the forecast scenarios up to £0.1m) (being 4 (2019: 3) per cent of June 2022, including the intention to financial statement materiality) together In connection with our audit of the retain profits (build reserves) over the with differences below this threshold financial statements, our responsibility longer term, against which deferred tax that, in our view, warranted reporting on is to read the other information and, in assets can be utilised. qualitative grounds. doing so, consider whether the other information is materially inconsistent Key observations Component materiality ranged from with the financial statements or our £42,525 to £1.4m. knowledge obtained in the audit or Based on our audit procedures, we noted otherwise appears to be materially no significant issues regarding the deferred An overview of the scope of our misstated. If we identify such material tax asset recognised as at 30 June 2020. audit inconsistencies or apparent material misstatements, we are required to Our application of materiality The Parent Entity and all significant determine whether there is a material components are located in the UK. All misstatement in the financial statements We apply the concept of materiality both in audit work on the significant components or a material misstatement of the other planning and performing our audit, and in was performed by the group audit team. information. If, based on the work we evaluating the effect of misstatements on Audit work on Rugby Football Foundation have performed, we conclude that there the financial statements and our audit. and RFU Injured Players Foundation (both is a material misstatement of this other non-significant components with material information, we are required to report Materiality is used so we can plan and balances) was performed by a BDO that fact. perform our audit to obtain reasonable, component auditor also based in the UK. rather than absolute, assurance about The Group team instructed the component We have nothing to report in this regard. whether the financial statements are auditor as to the significant areas to be

Annual Report 2020 FINANCIAL STATEMENTS 5 5

Matters on which we are required an audit conducted in accordance with to report by exception ISAs (UK) will always detect a material misstatement when it exists. We have nothing to report in respect of the following matters where the Co-operative Misstatements can arise from fraud and Community Benefit Societies Act or error and are considered material if, 2014 requires us to report to you if, in our individually or in the aggregate, they could opinion: reasonably be expected to influence the economic decisions of users taken on the • proper accounting records have not basis of these financial statements. been kept by the Parent Entity; or A further description of our responsibilities • a satisfactory system of control over for the audit of the financial statements the Parent Entity’s transactions have is located on the Financial Reporting not been maintained in accordance Council’s website: www.frc.org.uk/ with Section 75 of the Co-operative auditorsresponsibilities. This description and Community Benefit Societies Act forms part of our auditor’s report. 2014 ; or Use of our report • the Parent Entity’s financial statements are not in agreement with the This report is made solely to the Parent accounting records and returns; or Entity’s members, as a body, in accordance with Section 87 of the Co-operative and • we have not received all the Community Benefit Societies Act 2014. information and explanations we Our audit work has been undertaken so require for our audit. that we might state to the Parent Entity’s members those matters we are required Responsibilities of Directors to state to them in an auditor’s report and for no other purpose. To the fullest The Directors are responsible for the extent permitted by law, we do not accept preparation of the financial statements and or assume responsibility to anyone other for being satisfied that they give a true and than the Parent Entity and the Parent fair view, and for such internal control as the Entity’s members as a body for our audit Directors determine is necessary to enable work, for this report, or for the opinions we the preparation of financial statements have formed. that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Entity’s ability to continue as a going concern, disclosing, as applicable, matters related to going Ian Clayden concern and using the going concern basis of accounting unless the Directors (Senior Statutory Auditor) either intend to liquidate the Group or the Parent Entity or to cease operations, For and on behalf of or have no realistic alternative but to do so. BDO LLP, Statutory Auditor, Auditor’s responsibilities for the London audit of the financial statements Date: 16 October 2020 Our objectives are to obtain reasonable assurance about whether the financial BDO LLP is a limited liability partnership statements as a whole are free from registered in England and Wales (with material misstatement, whether due to registered number OC305127). fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that

Annual Report 2020 FINANCIAL STATEMENTS

GROUP PROFIT AND LOSS ACCOUNT 5 FOR THE YEAR TO 30 JUNE 2020 5

Notes Group Group 2020 2019 £m £m

Revenue 4 167.0 213.2 Cost of sales (26.5) (35.5)

Gross profit 140.5 177.7 Overhead expenses (56.6) (62.3)

Profit before rugby investment 83.9 115.4

Rugby investment Professional rugby investment (66.4) (65.6) Rugby development investment (28.3) (34.9)

Total rugby investment (94.7) (100.5)

Operating (loss)/profit 5 (10.8) 14.9 Interest receivable and similar income 9 - 0.1 Interest payable and similar charges 10 (3.7) (3.1) Loss on fair value and impairment of fixed asset investments 15 (0.2) -

(Loss)/profit on ordinary activities before taxation (14.7) 11.9 Tax charge on ordinary activities 11 (7.8) (1.9)

(Loss)/profit on ordinary activities after taxation (22.5) 10.0 Profit attributable to non-controlling interests (4.6) (6.1)

(Loss)/profit to reserves (27.1) 3.9

All profit and loss items relate to continuing operations.

The notes on pages 64 to 90 form part of these financial statements.

Annual Report 2020 FINANCIAL STATEMENTS

PARENT PROFIT AND LOSS ACCOUNT FOR THE YEAR TO 30 JUNE 2020 5 5

Notes Parent Parent 2020 2019 £m £m

Revenue 4 126.3 164.3 Cost of sales (14.2) (14.4)

Gross profit 112.1 149.9 Overhead expenses (44.1) (48.6)

Profit before rugby investment 68.0 101.3

Rugby investment Professional rugby investment (66.4) (65.6) Rugby development investment (24.4) (32.3)

Total rugby investment (90.8) (97.9)

Operating (loss)/profit 5 (22.8) 3.4 Interest receivable and similar income 9 0.1 0.2 Interest payable and similar charges 10 (2.2) (1.5) Impairment of fixed asset investments 15 (2.8) -

(Loss)/profit on ordinary activities before taxation (27.7) 2.1 Tax (charge)/credit on ordinary activities 11 (4.4) 2.3

(Loss)/profit on ordinary activities after taxation (32.1) 4.4

All profit and loss items relate to continuing operations.

The notes on pages 64 to 90 form part of these financial statements.

Annual Report 2020 FINANCIAL STATEMENTS

GROUP AND PARENT STATEMENT OF COMPREHENSIVE INCOME 5 FOR THE YEAR TO 30 JUNE 2020 5

Group Group Parent Parent 2020 2019 2020 2019 £m £m £m £m

(Loss)/profit on ordinary activities after taxation (22.5) 10.0 (32.1) 4.4

Actuarial loss on defined benefit pension scheme (2.6) (2.3) (2.6) (2.3) Movement on deferred tax relating to actuarial loss 0.2 0.4 0.2 0.4

Other comprehensive income for the year (2.4) (1.9) (2.4) (1.9)

Total comprehensive income for the year (24.9) 8.1 (34.5) 2.5

Total comprehensive income attributable to: Non-controlling interests 4.6 6.1 - - Owners of the Parent (29.5) 2.0 (34.5) 2.5

(24.9) 8.1 (34.5) 2.5

All profit and loss items relate to continuing operations.

The notes on pages 64 to 90 form part of these financial statements.

Annual Report 2020 FINANCIAL STATEMENTS

BALANCE SHEETS AT 30 JUNE 2020 5 5

Notes Group Group Parent Parent 2020 2019 2020 2019 £m £m £m £m

Fixed assets Intangible fixed assets 12 2.9 3.7 2.9 3.6 Tangible fixed assets 13 294.6 305.5 269.9 280.6 Loans to clubs 14 8.1 7.9 0.6 - Investments 15 7.6 7.9 131.2 131.4 Investment property 16 6.5 6.5 6.5 6.5 319.7 331.5 411.1 422.1 Current assets Stock 17 0.4 0.6 - - Debtors and prepayments due within one year 18 21.4 25.0 60.8 62.6 Debtors and prepayments due after one year 18 0.2 0.2 0.2 0.2 Cash at bank and in hand 19 38.4 28.6 18.9 14.6 Deferred tax 11 0.6 7.0 - 6.2 Pension asset 26 - 0.5 - 0.5 61.0 61 .9 79.9 84 .1 Creditors Amounts falling due within one year 20 (41.3) (56 .1) (60.7) (70.1) Net current assets 19.7 5.8 19.2 14.0 Creditors Amounts falling due after one year 20 (157.8) (140.9) (157.2) (140.4) Net assets excluding pension liability 181.6 196 .4 273.1 295 .7 Pension Liability 26 (1.5) - (1.5) - 180.1 196.4 271.6 295.7 Debentures 22 229.8 219.4 229.8 219.4 Capital and reserves Called up share capital 23 - - - - Debenture reserve 25 38.1 38.1 38.1 38.1 Other reserve 25 (92.7) (91.1) - - Profit and loss reserve 25 0.7 28.6 3.7 38.2 Total equity funds (53.9) (24.4) 41.8 76.3 Non-controlling interests 4.2 1.4 - -

Capital employed 180.1 196.4 271.6 295.7

The notes on pages 64 to 90 form part of these financial statements.

The financial statements were approved by the Board of Directors on 16 October 2020, and signed on its behalf by:

Bill Sweeney Sue Day Jeff Blackett Andy Cosslett Chief Executive Officer Chief Operations and President Chairman of the Board of Annual Report Financial Officer Directors 2020 FINANCIAL STATEMENTS

GROUP STATEMENT OF CHANGES IN EQUITY 6 FOR THE YEAR TO 30 JUNE 2020 6

Total equity funds Called Profit and Total Non- and non- up share Other Debenture loss equity controlling controlling capital reserve reserve reserve funds interests interests £m £m £m £m £m £m £m

At 1 July 2018 - (89.5) 38.1 25.1 (26.3) 1.5 (24.8)

Profit for the year - - - 3.9 3.9 6.1 10.0 Other comprehensive income - - - (1.9) (1.9) - (1.9)

Total comprehensive income for - - - 2.0 2.0 6.1 8.1 the year

Foreign exchange loss on fair value - - - (0.1) (0.1) - (0.1) of hedges Transfer between reserves - (1.6) - 1.6 - - - Dividends paid - - - - - (6.2) (6.2)

At 30 June 2019 (91.1) 38.1 28.6 (24.4) 1.4 (23.0)

(Loss)/profit for the year - - - (27.1) (27.1) 4.6 (22.5) Other comprehensive income - - - (2.4) (2.4) - (2.4)

Total comprehensive income for - - - (29.5) (29.5) 4.6 (24.9) the year

Foreign exchange loss on fair value - - - - - of hedges Transfer between reserves - (1.6) - 1.6 - Dividends paid - - - - - (1.8) (1.8)

At 30 June 2020 - (92.7) 38.1 0.7 (53.9) 4.2 (49.7)

The notes on pages 64 to 90 form part of these financial statements.

Annual Report 2020 FINANCIAL STATEMENTS

PARENT STATEMENT OF CHANGES IN EQUITY FOR THE YEAR TO 30 JUNE 2020 6 6

Called Profit Total up share Debenture and loss equity capital reserve reserve funds £m £m £m £m

At 1 July 2018 - 38.1 35.8 73.9

Profit/(Loss) for the year - - 4.4 4.4 Other comprehensive income - - (1.9) (1.9)

Total comprehensive income for the year - - 2.5 2.5 Foreign exchange loss on fair value of hedges - - (0.1) (0.1)

At 30 June 2019 - 38.1 38.2 76.3

Loss for the year - - (32.1) (32.1) Other comprehensive income - - (2.4) (2.4)

Total comprehensive income for the year - - (34.5) (34.5)

Foreign exchange loss on fair value of hedges - - -

At 30 June 2020 - 38.1 3.7 41.8

The notes on pages 64 to 90 form part of these financial statements.

Annual Report 2020 FINANCIAL STATEMENTS

GROUP CASH FLOW STATEMENT 6 FOR THE YEAR TO 30 JUNE 2020 6

2020 2019 £m £m Cash flows from operating activities (Loss)/profit on ordinary activities after taxation (22.5) 10.0 Adjustments for: Amortisation of intangible assets 1.1 0.9 Depreciation of tangible assets 19.4 19.6 Loss on disposal of tangible fixed assets 0.1 0.1 Impairment of tangible fixed assets 0.3 0.3 Corporation tax charge 7.8 1.9 Interest charge 3.7 3.1 Loss/(gain) on fair value of fixed asset investments 0.2 - Corporation tax paid (1.2) (1.2) Decrease/(Increase) in stock 0.2 (0.2) Decrease in debtors 3.6 5.9 (Decrease)/Increase in creditors (15.4) 6.6

Net cash flows from operating activities (2.7) 47.0

Cash flows from investing activities Purchase of intangible fixed assets (0.4) (0.4) Purchase of tangible fixed assets (8.8) (50.0) Loans advanced to clubs (1.1) (1.4) Loans repaid by clubs 0.9 1.3 Purchase of fixed asset investments (0.6) - Sale of fixed asset investments 0.7 -

Net cash flows from investing activities (9.3) (50.5)

Cash flows from financing activities Draw down of bank loans (net of fees) 15.3 15.2 Debentures issued 10.4 0.2 Decrease in finance leases - - Interest paid (2.1) (1.4) Dividends paid to non-controlling interests (1.8) (6.2)

Net cash flows from financing activities 21.8 7.8

Net change in cash and cash equivalents 9.8 4.3

Cash and cash equivalents at beginning of year 28.6 24.3 Net change in cash and cash equivalents 9.8 4.3

Cash and cash equivalents at end of year 38.4 28.6

Annual Report 2020 6 6

Annual Report 2020 6 FINANCIAL STATEMENTS 6

NOTES TO THE FINANCIAL STATEMENTS

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 6 6

1. General information preparing the financial statements, the rather than the profits normally generated Directors have considered the business in a non-World Cup year. Financial Year The Rugby Football Union is a registered activities set out in the Strategic Report 21/22 remains uncertain and will inherently society in England. The Registered on pages 6 to 35 including the Group’s depend on the future course of the Office is Rugby House, Twickenham principal risks and uncertainties, together pandemic and the introduction of a vaccine. Stadium, 200 Whitton Road, Twickenham, with the Group’s short, medium and long- Middlesex, TW2 7BA. term cash flow forecasts. In particular the However, throughout the period where Directors have considered the impacts of international rugby was unable to take 2. Accounting policies the coronavirus pandemic (Covid-19). place, and now as games remain behind closed doors, various resumption of rugby (a) Statement of compliance and basis of Over a four-year international rugby cycle scenarios have been modelled so that we preparation the RFU seeks to broadly match its annual were ready to resume, safely, in accordance investments into rugby to its net operating with guidelines issued by the Department The financial statements have been incomes after debt service and retention for Digital, Culture, Media & Sport. prepared under the historical cost basis, of reserves for longer-term investment modified to include certain items at fair into rugby infrastructure. Alongside this, It remains important to consider that, so value, and in accordance with the Financial the RFU seeks to broadly fund long-term long as rugby remains a sport within the Reporting Standard 102 (FRS102), the capital investment for the future of rugby England, there will be a requirement for a Financial Reporting Standard applicable from long-term debt, debentures or equity. governing and regulatory body, and so in in the United Kingdom and the Republic all scenarios we anticipate the Union will, of Ireland, and the Co-operative and In normal circumstances, The Group in all likelihood, adapt its cost base to fit Community Benefit Societies Act 2014. has strong visibility of its broadcasting, with a revised structure of the sport until matchday and sponsorship income such time as things can return to normal. The Group and Company have streams, as well as its principal financial determined that they meet the definition investment commitments and capital The RFU has three committed facilities to be classified as a public benefit entity funding options. Subject to inherent with its bankers, two were in place at year under FRS 102 Section 34 and apply the uncertainties in cash flow forecasts, this end with a value of £75m due to expire in provisions of this section as disclosed business model, and the level of financial December 2021 and December 2022 and below. flexibility that it affords if necessary, one signed post year end for £19m due provides an adequate level of assurance to expire in August 2023. The RFU also The financial statements are prepared in over going concern. However, the has one uncommitted overdraft facility sterling, which is the functional currency of company and group’s revenue streams of £25m due to expire in December 2022. the Group, and round to the nearest £0.1m. have been profoundly impacted by the These facilities are subject to financial temporary cessation of international covenants and interest and capital (b) Disclosure exemptions rugby in all its forms from 13 March to the repayment terms, albeit, in response to present date and, with the prospect of an current conditions, all covenants were and The Parent has taken advantage of the extended period of phased reintroduction, have been prospectively waived by the following disclosure exemptions available including the current expectation of Union’s bankers until 31 December 2021, under FRS 102: international rugby being played behind other than a quarterly liquidity test. closed doors throughout the coming • The requirements of section 7 autumn and winter months, this is having, The Directors have reviewed financial “Statements of Cash Flows” and section and will continue to have, a material projections for the Rugby Football 3 “Financial Statement Presentation” impact on profits generated by the RFU for Union group, including various Covis-19 paragraph 3.17 (d). investment into rugby. scenarios, for the years 20120/21 and 2021/22, and have concluded that in • The requirements of section 11 Through the period of full lockdown, and all likely scenarios, the Group will be paragraphs 11.39 to 11.48A and section subsequently during the period of phased able to operate within the level of, and 12 paragraphs 12.26 to 12.29. reintroduction, we have been unable to raise in compliance with, the terms of its revenue from many of our main revenue bank facilities during this period. In this • The requirement of section 33 “Related streams, including ticketing, hospitality, analysis the Directors have forecast not Party Disclosures” paragraph 33.7. boxes and conferences and events. To to utilise the £25m overdraft facility as it date it has been possible to significantly is uncommitted. This is a very prudent In preparation of the financial statements, reduce a number of operational costs, approach as the only circumstances in the following accounting principles and with a high proportion of staff temporarily which the bank can withdraw the facility policies have been applied: furloughed through the Coronavirus Job is if covenants are breached and all likely Retention Scheme, as well as stopping all scenarios show that this will not happen. (c) Going concern non-essential activity. Notwithstanding this, the RFU is currently forecasting It is only in the case of prolonged further In adopting the going concern basis for substantial losses for Financial Year 20/21, cessation of international rugby, including

Annual Report 2020 NOTES TO THE 6 FINANCIAL STATEMENTS 6

both the Autumn Internationals and Six British & Irish Lions Designated Activity • Revenue from barter transactions Nations, that additional facilities may be Company. Due to the Group’s inability are recognised at the gross fair value required. The Directors consider that this to exercise significant influence over this based on the goods and services eventuality is remote and if realised then investee company, management do not provided. The offsetting cost of the the RFU would be able to secure further believe that it is appropriate to equity goods or services is recognised in cost public or private funding. account this investment. The Group’s of goods sold. share of net surpluses and net assets after As a preparatory step in case further funding settlement of contractual obligations of • Catering income is recognised as at the is required, the Board sought and received British & Irish Lions Designated Activity date of delivery. approval from the members to have up to Company are not material to the Group. £150m borrowing, compared to the previous (f) Leases limit of £100m. At this stage there is no plan (e) Revenue to utilise this additional approval. At the inception of a lease the RFU, as Revenue represents amounts invoiced, lessee, determines whether it is a finance Based on the Group’s cash flow excluding value added tax, in respect of the or an operating lease. The criteria for projections which incorporate reasonable sale of goods and services rendered to the recognition as a finance lease is that sensitivities and contingencies, for a extent that it is probable that the economic substantially all of the risk and rewards period of not less than 12 months from benefits will be received. Revenue of ownership are transferred to the RFU; the date of approval of these financial recognition policies for specific revenue if this criteria is not met, the lease is statements, the Board has concluded streams are as follows: classified as an operating lease. that the Group has sufficient financial resources, to meet its liabilities as they fall • Ticket revenue and the sale of A finance lease is recognised at the due. For this reason, the Group continues hospitality packages are recognised inception of the lease at fair value and is to adopt the going concern basis in when the relevant event is staged. depreciated on a straight-line basis over preparing its financial statements. the shorter of the useful economic life and • Revenue determined by commercial the lease term. Lease payments are split (d) Basis of consolidation contracts, which makes up the majority between a finance charge and a reduction of broadcasting revenue, sponsorship of the capital outstanding so that the The Group’s financial statements revenue and the leasing of hospitality interest charge for each accounting consolidate the results of the Company boxes, is recognised in accordance with period is a constant percentage of the and its subsidiary undertakings up to 30 the terms and period of the contract. capital sum outstanding. June each year. Intercompany transactions and balances between Group Companies • Grant income is recognised when the Operating leases are charged on a straight- are therefore eliminated in full. The respective grant conditions have been line basis over the term of the lease to results of subsidiary undertakings are satisfied and over the period to which the Profit and Loss Account. Any benefit consolidated from the date control is the grant relates. received in the form of a lease incentive is obtained to the date control ceases. recognised as a reduction to the expense • Subscription income is recognised at over the lease term on a straight line basis. The Group’s interests in subsidiary the point the transaction occurs. undertakings are fully consolidated on (g) Taxation and deferred taxation a line by line basis, with non-controlling • Travel revenue is recognised on the interests’ share of earnings and retained commencement of the related tour, Tax is recognised in the Profit and Loss earnings shown separately. being the date of travel. Account, except where an item of income or expense has been recognised in other In accordance with the transitional • Hotel revenue is recognised at the comprehensive income or directly in equity. exemption available in FRS 102, the Group point at which rooms are occupied and In such a situation the tax charge or credit has chosen not to retrospectively apply the food and beverage is sold. is also recognised in other comprehensive standard to business combinations that income or directly in equity. occurred before the date of transition to • Health club membership revenue is FRS 102, being 1 July 2014. recognised on a straight-line basis over The income tax credit for the year is the membership term with joining fees calculated on the basis of tax rates The Rugby Football Foundation and RFU recognised at the date of granting the and laws that have been enacted or Injured Players Foundation charities are membership. substantively enacted by the Balance consolidated into the Group accounts Sheet date in the countries where the on the basis that the RFU has control • Fees from the staging of concerts and company’s subsidiaries operate and over these entities through a controlling after match events at Twickenham generate taxable income. representation on their Boards of Trustees. Stadium are recognised when the relevant event is staged. Deferred tax balances are recognised in The RFU also has a 25% shareholding in respect of all timing differences that have

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 6 6 originated but have not been reversed by (i) Tangible fixed assets and carrying amount exceeds these amounts the Balance Sheet date, except that: depreciation it is reduced and the impairment loss is recognised in the Profit and Loss Account. • The recognition of deferred tax Tangible assets are stated at historic cost assets is limited to the extent that it is less accumulated depreciation and any Artificial grass pitches (AGPs) probable that they will be recovered provision for impairment. Such costs against the reversal of deferred tax include costs directly attributable to The Rugby Football Development Limited liabilities or other future taxable profits; bringing the asset into use. Borrowing (RFDL) entity, has developed a national costs directly attributable to major stadium facilities strategy to deliver AGPs project • Where they relate to timing differences work are capitalised as part of the asset. grassroots of the game. The RFU leases the in respect of interests in subsidiaries, sites from selected clubs for 30 years and associates, branches and joint ventures Depreciation commences when the asset RFDL builds and subsequently manages and the Group can control the reversal is first brought into use and is provided the pitches. of the timing differences. Such reversal to write off the cost of the assets less any is not considered probable in the expected residual value on a systematic Depreciation is charged from the date foreseeable future. basis over their estimated useful lives on a the asset is available for use which is straight-line basis as follows: deemed to be when a practical completion Deferred tax balances are not recognised handover document from the supplier in respect of permanent differences except Buildings 10-75 years has been signed and handed over to in respect of business combinations, Long-term over the lease of RFDL. The pitch has two layers which when deferred tax is recognised on leasehold property the property are capitalised as separate assets and the differences between the fair values depreciated using the straight-line method Fixtures, fittings 3-40 years of assets acquired and the future tax over their respective economic lives: and equipment deductions available for them, and the differences between the fair values of Base layer 30 years liabilities acquired and the amount that Land is not depreciated. Assets under Top layer 10 to 12 years will be assessed for tax. Deferred tax construction are not depreciated until they is determined using tax rates and laws are brought into use. that have been enacted or substantively Heritage assets enacted by the Balance Sheet date. The assets’ residual values, useful lives and depreciation methods are reviewed, Heritage assets held by the RFU comprise (h) Intangible fixed assets and and adjusted prospectively if appropriate, primarily trophies and paintings displayed amortisation if there is an indication of a significant in the museum. They are recognised in the change since the last reporting date. statement of financial position at historic Intangible assets relate to computer cost, to the extent that this information software, which are initially recognised The Group adds to the carrying amount is available. There is no depreciation at cost. Following initial recognition, of an item of fixed assets the cost of charge against heritage assets because it is intangible assets with finite useful lives replacing part of such an item when estimated that the assets have an extended are carried at cost less accumulated that cost is incurred if the replacement and indeterminate useful life such that any amortisation and impairment losses. part is expected to provide incremental depreciation charge would be negligible. Amortisation is charged on a straight future benefits to the group. The The carrying values of Heritage assets line basis over the estimated useful life carrying amount of the replaced part is are reviewed when there is evidence of as follows: derecognised. Repairs and maintenance impairment, for example, when an asset are charged to profit or loss during the has suffered physical deterioration or Computer software 3-10 years period in which they are incurred. breakage or where doubts arise as to its authenticity. Assets under construction are not Gains and losses on disposals are amortised until they are brought into use. determined by comparing the proceeds with (j) Loans to clubs the carrying amount and, where material, are At the end of each reporting period recognised within ‘other operating income’ Loans to clubs are accounted for as the intangible assets are assessed for in the Profit and Loss Account. concessionary items in accordance with indication of impairment. If there is an section 34 of the public benefit entity indicator, an impairment test is performed At the end of each reporting period, guidance contained within FRS 102. comparing the carrying value with the management consider if impairment higher of the recoverable amount or value indicators exist for all tangible assets. In All loans to clubs have their own individual in use with any excess in the carrying the instance that impairment indicators terms and conditions and are advanced amount being charged to the Profit and are identified, management will compare to member clubs by the Rugby Football Loss Account. the carrying value to the higher of Foundation, and by the RFU. recoverable value and value in use. If the

Annual Report 2020 NOTES TO THE 6 FINANCIAL STATEMENTS 6

The loan is initially recognised at (p) Financial assets and liabilities (i) Defined contribution pension plan the amount paid to the club, and is subsequently adjusted for any accrued Financial assets and financial liabilities The defined contribution plan has interest payable. In the instance that are recognised when the Group becomes contributions based on a percentage the loan in part or full has become a party to the contractual provisions of the of salary made to an independently irrecoverable an impairment loss is instrument. administered plan, the contributions being recognised in the Profit and Loss Account. recognised as an expense when they fall Financial liabilities and equity instruments due. There is no legal or constructive (k) Investment property are classified according to the substance obligation to make any further payments of the contractual arrangements entered to the plans other than contributions due. Investment property is initially measured into. An equity instrument is any contract at cost, which comprises the purchase that evidences a residual interest in the (ii) Defined benefit scheme price less any directly attributable costs. assets of the Group after deducting all of Subsequently the properties are measured its liabilities. The defined benefit plan determines the at fair value at each reporting date, pension benefit that the employee will determined annually by the directors or Financial assets and liabilities are only receive on retirement, dependent upon external valuers and derived from the offset in the statement of financial position several factors including age, length of current market rents and investment when, and only when, there exists a legally service and remuneration. property yields for comparable real estate, enforceable right to set off the recognised adjusted if necessary for any difference amounts and the Group intends either to The defined benefit surplus or deficit in the nature, location or condition of the settle on a net basis, or to realise the asset recognised in the balance sheet in respect specific asset. No depreciation is provided. and settle the liability simultaneously. of the defined benefit plan is the fair value Changes in fair value are recognised in the of the plan assets less the present value of Profit and Loss Account. Short-term debtors are recognised at the the defined benefit obligation at year end. transaction price, less any provision for (l) Investments in subsidiary and impairment. Annually, the Company engages associate undertakings independent actuaries to calculate Short-term creditors are measured at the the obligation. The present value is Investments in subsidiary and associate transaction price. Other financial liabilities, determined by discounting the estimated undertakings are held as fixed assets including bank loans, are initially recorded future payments using market yields on and stated at cost, less provision for at fair value, net of transaction costs, and high quality corporate bonds and that have impairment, in the stand-alone financial are subsequently recognised at amortised terms approximating the estimated period statements of the Parent. cost using the effective interest method. of the future payments (‘discount rate’). The fair value of plan assets is measured (m) Other investments (q) Cash and cash equivalents in accordance with the FRS 102 fair value hierarchy. This includes the use of The investments are held for charitable Cash represents cash in hand and deposits appropriate valuation techniques. purposes and are initially recognised at fair with banks and other financial institutions value. Subsequently the investments are repayable without penalty on notice of not The full service cost of pension provision measured at fair value through the Profit more than 24 hours. for the period, together with the cost of and Loss Account. any benefits relating to past service, is Cash equivalents include short-term charged to the Profit and Loss Account. (n) Unlisted investments deposits with banks and other financial The expected increase in the present value institutions with a maturity date of three of scheme liabilities and the long term Unlisted investments are accounted for months or less from the date of acquisition. expected return on assets based on the at fair value through the Profit and Loss market value of the scheme assets at the Account. The Group Cash Flow Statement shows start of the period, are included as a net the cash and cash equivalents net of bank interest cost in the Profit and Loss Account (o) Stock overdrafts that are repayable on demand under interest payable. and form an integral part of the cash flow Stock is held for resale and is initially management. Actuarial gains and losses arising from valued at the lower of cost (first in, first adjustments due to historical performance out basis) and net realisable value (price (r) Pension and other postretirement and changes in actuarial assumptions are less selling costs). At each reporting date benefits charged or credited to other comprehensive the stock is impaired if its carrying value income. These amounts together with exceeds its net realisable value with the The Rugby Football Union operates a the return on plan assets, less amounts loss being recognised in the Profit and defined contribution pension scheme and included in net interest, are disclosed as an Loss Account. a defined benefit pension scheme. actuarial gain or loss on remeasurement of the aligned pension scheme.

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 6 6

The net interest cost is calculated by Sheet at the value received. Subsequently, This was effected by Compass Group applying discount rate to the net balance these values are adjusted for any interest selling its 40% share in TEL to the RFU for of the defined benefit obligation and the receivable or payable on the balance. It £46.5m and immediately repurchasing it fair value of plan assets. is not anticipated that there will be any for £78.5m. The previous loan of £3m from change in value. Compass to the RFU was also settled as (s) Foreign currency translation of part of this transaction. transactions and balances (v) Employee termination benefits The transaction generated a gain in 2017/18 Foreign currency transactions are The Group recognises termination benefit after associated costs of £31.6m which, in translated into the Group entity’s liabilities only when it is demonstrably accordance with FRS 102, was recorded in functional currency using the exchange committed or has a constructive obligation the Profit and Loss Reserve. Compass was rates prevailing at the dates of the to either terminating the employment granted the irrevocable right to exercise transactions. Foreign exchange gains and of an employee or group of employees a put option, at a stated price, on the losses resulting from the settlement of before their normal retirement date, or to occurrence of an option event as set out in such transactions and from the translation providing termination benefits as a result the contract (for example, the cessation of at year-end exchange rates of monetary of a general or specific offer made in order rugby matches at Twickenham). assets and liabilities denominated in to encourage voluntary redundancy. foreign currencies are recognised in If no option event occurs before 30 June the Profit and Loss Account. Foreign 3. Judgements in applying 2028, the contract requires the RFU to exchange gains and losses which relate accounting policies and key repurchase Compass Group’s 40% share of to borrowings, cash and cash equivalents sources of estimation uncertainty TEL for £95.5m. The likelihood of an option are presented in Profit and Loss Account event occurring before 30 June 2028 is within ‘finance income or costs’. All other The preparation of the financial considered to be highly unlikely and as such, foreign exchange gains and losses are statements requires management to make the RFU has accounted for the obligation presented in the Profit and Loss Account judgements, estimates and assumptions to repurchase Compass Group’s shares by within ‘other operating income or expense’. that affect the amounts reported for assets recording a liability, as outlined above. and liabilities at the Balance Sheet date, Monetary assets and liabilities denominated and the amounts reported for revenues Professional Game Agreement in foreign currencies are translated at the and expenses during the year. Actual rates ruling at the Balance Sheet date. outcomes could differ from the estimates The Professional Game Agreement runs made but management seeks to mitigate for eight years from the 2016/17 season Exchange gains and losses, arising on this risk by using all available information through to the 2023/24 season. Under the unsettled foreign currency transactions, are and experience to make judgements as agreement, the RFU has invested over recognised to equity. Once settled, they are accurate as possible. £100m across the first four years of the included in the Profit and Loss Account. agreement. The level of investment for the a) Critical judgements next four years of the agreement is wholly (t) Derivative financial instruments and linked to the revenue of the RFU. hedging activities Twickenham Experience Ltd (TEL) Payments specific to each contractual The Group uses forward exchange TEL is a joint venture between the RFU year of the agreement are recognised in contracts to hedge against the foreign (owning 60%) and the Compass Group the period to which they relate, once the currency exchange movements that (owning 40%), established to provide agreed conditions have been met. present a cash flow risk on its future Euro catering and hospitality services at denominated receivables from the Six Twickenham Stadium. The RFU has East Stand Development Nations tournament. To the extent the granted TEL exclusive hospitality rights hedge is effective, movements in fair value at the stadium for a period of 40 years The East Stand Development was brought are recognised in other comprehensive from May 2000. into use for the 2018 November. The assets income and presented in a separate cash will be depreciated over the appropriate flow hedge reserve and then released on RFU/Compass agreement – 2018 timescale given the nature of assets. maturity of the contract. Any ineffective portions of those movements are During the prior year, the RFU and Artificial Grass Pitches (AGPs) recognised in profit or loss for the period. Compass Group entered into new Shareholders’ and Share Transfer The pitches are capitalised and treated as (u) Debentures Agreements, terminating the previous tangible fixed assets, with their component funding arrangements. Under the parts depreciated from the date they are The Group has determined the entity and new agreements, Compass Group’s available for use. the debentures meet the criteria set out contribution to the development of the in Section 34 FRS 102 to be classified as East Stand is in the form of an increase in No provision is recognised for the RFDL’s public benefit entity concessionary loans. the value of its investment in TEL rather requirement to ensure that each AGP is Initially these are recorded on the Balance than a loan to the RFU. in such a condition that it has five years

Annual Report 2020 NOTES TO THE 7 FINANCIAL STATEMENTS 7

playing usage remaining at the end of the being taken. An additional review is Deferred taxation asset lease. It is anticipated that technological undertaken of all debts outstanding for 91+ advancements in this area mean that no days and a provision taken against those There are three principal drivers of the additional costs will be incurred to bring it where there is a recoverability issue. temporary differences that are available to that condition. for offset against future profits of the Impairment of investments Group and which give rise to deferred The pitches are considered to be largely tax assets. These are capital allowances for the provision of social benefits by a Investments held are reviewed on an on Twickenham Stadium and AGP public benefit entity and are therefore annual basis for indicators of impairment investments, excess charitable donations accounted for as items of property, plant and when an indicator exists an and tax losses carried forward. and equipment as required by FRS 102. impairment review is performed. The requirement for an investment exists when Management has made various Valuation of investment properties the carrying amount exceeds the higher of assumptions in assessing the extent to the investment's recoverable amount and which deferred tax assets will be recovered. The RFU carries its investment properties at value in use. Where an impairment test Prior to Covid-19 future profits could be fair value, with changes in fair value being is carried out management uses the best more reliably predicted which meant recognised in the Profit and Loss Account. information available to assess the likely recogniton of a deferred tax asset was cash flows available to the relevant asset appropriate. Due to the uncertainty in For 2020, the RFU has used the Nationwide with sensitivities applied. If the value of the the short and medium term these profits Property House Index to determine the fair cash flows are lower than the relevant asset cannot be predicted as easily and as a value using the most recent independent these are reviewed by management and if result it is not appropriate to recognise a valuation completed by specialists in 2019 reasonable mitigation cannot be made an deferred tax asset. as a base. This method requires a number impairment is recognised.. of estimates and assumptions and does Uncertainties including those pertaining not take the specific location or condition Recoverability of intercompany to the current economic climate and of the properties into account. Despite receivables relevant market conditions, are taken into this, management considers the approach consideration when calculating the level of to be both cost effective and appropriate Periodically the recoverability of the probable deferred tax utilisation. Changes and that the resultant value would not be intercompany receivables are reviewed to profitability forecasts and the level materially different to that determined to ascertain if the group company has the of losses and other assets forecast to be by an independent expert had one been ability and means to settle the amount utilised impacts the level of unrecognised engaged. as it comes due. If during this review it is deferred tax assets. deemed that the intercompany receivable Insurance receivables is not recoverable then a provision is Estimated useful economic life of taken against it. tangible fixed assets The RFU recognises insurance claims at the point they are virtually certain b) Areas of estimation uncertainty Twice annually a review is performed of recovery, with the income being of the fixed asset register to consider recognised in the Profit and Loss Account. Pension assumptions whether there are any indications of impairment and to determine whether Virtually certain is recognised as the point The most significant assumptions useful economic lives (UELs) and residual where there is a valid insurance contract affecting the valuation of the pension values remain appropriate. Management under which to make a claim and an event scheme liabilities at year end are those consider the condition of assets in use, as that creates a right to assert a claim at relating to the discount rate of return well as latest expectations of useful life the reporting date and the claim is not on investments and the future rates of and recoverable values at the end of this disputed by the insurer. increases in salaries and pensions. useful life.

The compensation receivable would be Management make these assumptions measured based on the amount and timing using advice from the firm of actuaries of the expected cash flows. who perform the pension calculations and by taking into account all relevant past and Debtor recovery present information at their disposal.

The recoverability of receivables is The FRS 102 valuation of the defined assessed to determine the requirement benefit pension scheme as at 30 June for a provision for doubtful debts. 2020 was conducted by an actuary, using Recoverability is reviewed for known as a basis the most recent actuarial issues e.g. business in administration, legal valuation conducted at 30 April 2017, disputes, payment plans not being met updating the assumptions based on with amounts identified and a provision discussions with management.

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 7 7

4. Revenue

Revenue is attributable to the activities as a governing Group Group Parent Parent body of rugby in England 2020 2019 2020 2019

£m £m £m £m Ticket 25.5 47.6 25.5 47.6 Broadcasting 43.4 49.7 43.4 49.7 Sponsorship 33.3 32.8 33.3 32.8 Hospitality and Catering 32.2 54.5 5.0 8.3 Merchandising and Licensing 2.7 2.5 3.1 2.7 Hotel 4.3 6.0 - - Health and Leisure 2.8 3.8 - - Travel 6.7 1.0 - - Dividend - - 2.7 9.2 Recharges - - 3.8 4.3 Event hire fee 1.2 3.0 1.2 2.8 Funding 7.9 7.1 4.1 3.3 Insurance proceeds 2.3 - - - Other 4.7 5.2 4.2 3.6

167.0 213.2 126.3 164.3

5. Operating (loss)/profit

Group Group Parent Parent 2020 2019 2020 2019

£m £m £m £m Operating profit/(loss) is stated after charging:

Board and Council – RFU administration costs 0.4 0.6 0.4 0.6 Match related expenses 0.4 0.8 0.4 0.8 Depreciation of tangible fixed assets 19.4 19.6 16.4 16.9 Amortisation of intangible fixed assets 1.1 0.9 1.0 0.9 Loss on disposal of tangible fixed assets 0.1 0.1 0.1 0.1 Loss on impairment of tangible fixed assets 0.3 0.3 - 0.3 Operating lease rentals 0.6 0.7 0.3 0.3 Auditors’ remuneration – audit services 0.2 0.1 0.1 0.1

Annual Report 2020 NOTES TO THE 7 FINANCIAL STATEMENTS 7

6. Board Directors’ remuneration

2020 2019 £m £m

Emoluments and benefits in kind 1.1 1.8

The highest paid Director received remuneration of £0.4m (2019: £0.6m) during the year. The value of the Group’s contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £nil (2019: £nil). There are two Directors (2019: two) to whom retirement benefits are accruing under the defined contribution pension scheme.

Directors’ bonuses were not awarded for the year ended 30 June 2020.

The Remuneration Committee report provides greater detail on Directors’ pay and can be found on pages 44 and 45.

The above figures are shown on an accruals basis

7. Staff costs

2020 2019 £m £m Direct employee costs Wages and salaries 25.6 27.3 Social security costs 2.8 3.1 Defined benefit pension costs 0.2 0.3 Defined contribution pension costs 2.5 2.5

31.1 33.2 Other staff costs Temporary staff 2.3 2.9 Individuals employed by third parties 2.5 2.9

Total staff costs 35.9 39.0

The above figures include bonus payments on an accruals basis.

8. Staff numbers

2020 2019 Average monthly number of direct employees (full-time equivalent) Stadium, Commercial and Administration 203 191 Professional Rugby 133 131 Rugby Development 229 223

565 545

Staff numbers above include Non-Executive Directors and contracted players.

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 7 7

9. Interest receivable and similar income

Group Group Parent Parent 2020 2019 2020 2019 £m £m £m £m Interest receivable and similar income - 0.1 0.1 0.2

- 0.1 0.1 0.2

10. Interest payable and similar charges

Group Group Parent Parent 2020 2019 2020 2019 £m £m £m £m Bank interest 2.1 2.0 2.1 2.0 Other interest charge 1.6 1.6 0.1 - Defined benefit pension interest expense - 0.1 - 0.1

3.7 3.7 2.2 2.1 Bank interest capitalised - (0.6) - (0.6)

3.7 3.1 2.2 1.5

11. Taxation

Group Group Parent Parent 2020 2019 2020 2019 £m £m £m £m (a) Corporation tax UK corporation tax on profit for the period 1.2 1.5 (2.0) (2.9) Total corporation tax 1.2 1.5 (2.0) (2.9) (b) Deferred tax Origination and reversal of timing differences 5.9 0.6 5.9 0.8 Adjustment in respect of previous years 1.4 (0.1) 1.1 (0.1) Effect of changes in tax rate (0.7) (0.1) (0.6) (0.1) Total deferred tax 6.6 0.4 6.4 0.6 Taxation on ordinary activities 7.8 1.9 4.4 (2.3) (c) Tax included in group statement of total comprehensive income Deferred tax current year credit (0.2) (0.4) (0.2) (0.4)

Total (0.2) (0.4) (0.2) (0.4)

Annual Report 2020 NOTES TO THE 7 FINANCIAL STATEMENTS 7

Group Group Parent Parent (d) Factors affecting tax charge 2020 2019 2020 2019 £m £m £m £m

(Loss)/profit on ordinary activities before taxation (14.7) 11.9 (27.7) 2.1

Tax on (loss)/profit at standard UK rate of 19% (2019: (2.8) 2.3 (5.3) 0.4 19%)

Effects of: Expenses not deductible for tax purpose 5 .2 2.3 4.5 0.1 Income not taxable (2.3) (5.0) (2.3) (5.0) Capital gains charge 1.3 (0.2) 1.4 (0.2) Tax rate changes (0.7) (0.1) (0.6) (0.1) Deferred tax asset not recognised 7.1 2.6 6.7 2.5

Tax charge/(credit) for the year 7.8 1.9 4.4 (2.3)

(e) Factors that may affect future tax charges The tax rate remains at 19% for the Balance Sheet date of 30 June 2020 and the deferred tax balances at this date have been measured at 19%, the rate at which the deferred tax asset is expected to reverse.

(f) Deferred tax asset 2020 £m Group At 1 July 2019 7.0 Adjustment from previous periods (1.3) Deferred tax credit to Profit and Loss account for the year (5.3) Deferred tax charge in Other Comprehensive Income for the year 0.2

At 30 June 2020 0.6

Parent At 1 July 2019 6.2 Adjustment from previous periods (1.1) Deferred tax credit to Profit and Loss account for the year (5.3) Deferred tax charge in Other Comprehensive Income for the year 0.2

At 30 June 2020 -

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 7 7

Group Group Parent Parent 2020 2019 2020 2019 £m £m £m £m The deferred tax asset comprises: Fixed asset timing differences 9.4 7.3 8.4 6.5 Short term timing differences 5 .8 6.2 5.8 6.2 Losses 0.1 - - - 15.3 13.5 14.2 12.7

Deferred tax not recognised (8.9) (6.5) (8.4) (6.5) Timing differences- trading (5.8) - (5.8) -

0.6 7.0 - 6.2

The increase in deferred tax asset not recognised principally reflects the impact of Covid-19 on the forecast utilisation of available losses and other deferred tax assets against reasonably foreseeable future taxable profits.

Annual Report 2020 NOTES TO THE 7 FINANCIAL STATEMENTS 7

12. Intangible fixed assets

Software Total Group £m £m Cost At 1 July 2019 7.1 7.1 Additions 0.4 0.4 Disposals (0.6) (0.6)

At 30 June 2020 6.9 6.9

Amortisation At 1 July 2019 (3.4) (3.4) Charge for the year (1.1) (1.1) On disposals 0.5 0.5

At 30 June 2020 (4.0) (4.0)

Net book value At 30 June 2020 2.9 2.9

At 30 June 2019 3.7 3.7

Parent Cost At 1 July 2019 6.4 6.4 Additions 0.4 0.4 Disposals (0.2) (0.2)

At 30 June 2020 6.6 6.6

Amortisation At 1 July 2019 (2.8) (2.8) Charge for the year (1.0) (1.0) Disposals 0.1 0.1

At 30 June 2020 (3.7) (3.7)

Net book value At 30 June 2020 2.9 2.9

At 30 June 2019 3.6 3.6

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 7 7

13. Tangible fixed assets

Long-term Fixtures, Assets in the Land and leasehold fittings and course of buildings property equipment construction Total Group £m £m £m £m £m Cost At 1 July 2019 242.6 0.4 214.0 3.7 460.7 Additions 0.7 - 3.5 4.6 8.8 Disposals - - (0.5) - (0.5) Impairment - - - (0.3) (0.3) Transfer between asset classes 1.3 - 2.7 (4.0) -

At 30 June 2020 244.6 0.4 219.7 4.0 468.7

Depreciation At 1 July 2019 (85.6) (0.2) (69.4) - (155.2) Charge for the year (6.1) - (13.3) - (19.4) On disposals - - 0.5 - 0.5 At 30 June 2020 (91.7) (0.2) (82.2) - (174.1)

Net book value At 30 June 2020 152.9 0.2 137.5 4.0 294.6

At 30 June 2019 157.0 0.2 144.6 3.7 305.5

Parent Cost At 1 July 2019 221.0 0.4 199.3 3.6 424.3 Additions - - 2.6 3.1 5.7 Disposals - - (0.5) - (0.5) Transfer between asset classes - - 2.7 (2.7) -

At 30 June 2020 221.0 0.4 204.1 4.0 429.5

Depreciation At 1 July 2019 (84.1) (0.2) (59.4) - (143.7) Charge for the year (4.7) - (11.7) - (16.4) On disposals - - 0.5 - 0.5 (88.8) (0.2) (70.6) 159.6 Net book value At 30 June 2020 132.2 0.2 133.5 4.0 269.9

At 30 June 2019 136.9 0.2 139.9 3.6 280.6

Annual Report 2020 NOTES TO THE 7 FINANCIAL STATEMENTS 7

13.Tangible fixed assets continued

Assets in the course of construction as at 30 June 2020 and 2019 include costs in respect of the ongoing stadium works.

Land and buildings of the Group and Parent includes freehold land and works of art of £4.5m (2019: £4.5m).

The amount of interest capitalised during the year was £nil (2019: £0.6m). The total amount of interest capitalised to date is £13.7m (2019: £13.7m). The interest rate was 2.3% (2019: 2.3%).

14. Loans to clubs

Group Group Parent Parent 2020 2019 2020 2019 £m £m £m £m At 1 July 7.9 7.8 - Advances during the year 1.1 1.4 0.6 - Repayments during the year (0.9) (1.3) - - At 30 June 8.1 7.9 0.6 -

15. Investments

Other Unlisted fixed asset investments investments Total Group £m £m £m Cost or valuation At 1 July 2019 - 7.9 7.9 Additions - 0.6 0.6 Disposals - (0.7) (0.7) Loss on fair value of fixed asset investments - (0.2) (0.2) At 30 June 2020 7.6 7.6

Included in other fixed asset investments are investments held by RFU Injured Players Foundation of £7.5m (2019: £7.8m). The investment portfolio is in the following proportions: equities 91% and cash 9% (2019: equities 94% and cash 6%).

Unlisted investments compromise an 8.4% (2019: 8.4%) shareholding in Rugby International Marketing LLC which is fully impaired and held at nil.

Capitalised Other Subsidiary loans to Group fixed asset undertakings undertakings investments Total Parent £m £m £m £m Cost or valuation At 1 July 2019 122.6 8.7 0.1 131.4 Additions 1.6 1.5 - 3.1 Disposals - (0.5) - (0.5) Impairment - (2.8) - (2.8) At 30 June 2020 124.2 6.9 0.1 131.2

The impairment of capitalised loan to Group relates to the amount owed by RFU Hotel which due to the uncertainty created by Covid-19 has been fully impaired. Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 7 7

15. Investments continued

Details of the investments in which the Parent company hold 17% or more of the nominal value of any class of share capital are as follows:

Country of % holding incorporation of shares Status Year end Principal activities Rugby House, 200 Whitton Road, Twickenham, TW2 7BA Twickenham Experience Limited Great Britain 60% Subsidiary 30 June Hospitality services England Rugby Limited^ Great Britain 100% Subsidiary 30 June Elite rugby England Rugby Travel Limited Great Britain 51% Subsidiary 30 June Sports travel agency Rugby Reflink Limited Great Britain 60% Subsidiary 30 June Radio equipment Rugby Football Foundation Great Britain n/a* Quasi- 30 June Community rugby subsidiary Rugby Football Development Great Britain 100% Subsidiary 30 June Community rugby Limited RFU Hotel Limited Great Britain 100% Subsidiary 30 June Hospitality services RFU Health and Leisure Limited Great Britain 100% Subsidiary 30 June Health club RFU Injured Players Foundation Great Britain n/a* Quasi- 30 June Player welfare Subsidiary IPF Trading Limited^ Great Britain 100% Subsidiary 30 June Player welfare RFF Trading Limited^ Great Britain 100% Subsidiary 30 June Community rugby Yorkshire Rugby Academy^ Great Britain 100% Subsidiary 30 June Community rugby Great Britain Limited Great Britain 33% Joint Venture 30 June Operation of Olympic Games Sevens rugby team 1st Floor, Simmonscourt House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland 13) British & Irish Lions DAC Rep of Ireland 25%** Associate 30 June Overseas rugby tours 14) Six Nations Rugby Limited Rep of Ireland 17%*** Investment 31 August Competition management 1st Floor, Goldie House, 1-4 Goldie Terrace, Upper Church Street, Douglas, IM1 1EB, Isle of Man 15) Rugby Sure Limited Isle of Man 100% Subsidiary 30 June Insurance The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware, 19801, USA 16) Rugby Football Union USA USA 100% Subsidiary 30 June Holding company

In addition to the shareholding above, the Parent company is one of nine members of European Professional Club Rugby, a Swiss association whose principal activity is managing the relevant European club competitions.

*As charities, neither Rugby Football Foundation nor RFU Injured Players Foundation have share capital. The Rugby Football Union has control of these entities through representation on their Board of Trustees and they are therefore considered to be quasi-subsidiaries.

**Due to the Group’s inability to exercise significant influence over the investee and the immateriality of its net surplus and net assets after the settlement of its contractual obligations, the Directors have not equity accounted this investment.

***Six Nations Rugby Limited’s share capital is beneficially owned by Six Nations Council. Six Nations Council is an unincorporated members’ association formed by The Rugby Football Union, the Irish Rugby Football Union Limited, the Welsh Rugby Football Union Limited, the plc, La Federation Francaise de Rugby and La Federazione Italiana Rugby. The company operates as an agent on behalf of the Council and the Member Unions.

^Entities are dormant and exempt from audit under section 477 of the Companies Act 2006.

Annual Report 2020 NOTES TO THE 8 FINANCIAL STATEMENTS 8

16. Investment property

Freehold investment property Group and Parent £m Valuation At 1 July 2019 6.5 Fair value adjustments -

At 30 June 2020 6.5

If investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2020 2019 £m £m Cost 1.4 1.4 Depreciation (0.2) (0.1)

Net book value 1.2 1.3

17. Stock

Group Group Parent Parent 2020 2019 2020 2019 Goods held for resale 0.4 0.6 - -

There is no material difference between the net book value of stock and its replacement cost. Stock with a carrying value of £3.5m (2019: £7.1m) was recognised by the Group as an expense during the year.

18. Debtors and prepayments

Group Group Parent Parent 2020 2019 2020 2019 £m £m £m £m Amounts falling due within one year Trade debtors 14.2 12.8 8.2 7.9 Amounts owed by Group undertakings - - 48.5 43.2 Other debtors 0.8 0.6 0.8 0.4 Prepayments and accrued income 6.4 11.6 3.3 11.1

21.4 25.0 60.8 62.6

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 8 8

18. Debtors and prepayments continued

Group Group Parent Parent 2020 2019 2020 2019 £m £m £m £m Amounts falling due after one year Other debtors and accrued income 0.2 0.2 0.2 0.2

0.2 0.2 0.2 0.2

Based on a review of the age and nature of debtors and prior experience, a bad debt provision of £1.7m (2019: £1.9m) has been recognised.

19. Cash at bank and in hand

Cash at bank and in hand includes £1.6m (2019: £1.1m) held in restricted funds by the Group’s two charities, the RFU Injured Players Foundation and Rugby Football Foundation.

20. Creditors

Group Group Parent Parent 2020 2019 2020 2019 £m £m £m £m Amounts falling due within one year Trade creditors 2.7 8.3 2.1 4.6 Amounts owed to Group undertakings - - 29.8 31.1 Corporation tax 1.0 1.0 - - Other taxes and social security 3.9 3.1 3.0 2.9 Other creditors 2.4 1.1 2.1 0.4 Accruals and deferred income 31.3 42.6 23.7 31.1

41.3 56.1 60.7 70.1

Group Group Parent Parent 2020 2019 2020 2019 £m £m £m £m Amounts falling due after one year Bank loans (see note 22) 74.8 59.5 74.7 59.5 Other creditors 82.5 80.9 82.5 80.9 Accruals and deferred income 0.5 0.5 - -

157.8 140.9 157.2 140.4

Other creditors falling due after one year includes the RFU obligation to repurchase the Compass Group’s 40% shareholding in TEL in 2028.

Annual Report 2020 NOTES TO THE 8 FINANCIAL STATEMENTS 8

21. Bank loans

Group Group Parent Parent 2020 2019 2020 2019 Amounts falling due between two and five years 74.8 59.5 74.7 59.5

In December 2017 the RFU replaced its previous five year unsecured revolving credit facility with two new facilities: a committed term loan and a committed revolving credit facility with a combined value of £75m. The term loan of £50m has interest payable at 2.25% above LIBOR on drawn down funds, while the £25m revolving credit facility has interest payable at 1.75% above LIBOR on drawn down funds. In addition the revolving credit facility has a non-utilisation fee of 0.70% on the available commitment not drawn down. The RFU also has an overdraft facility of £25m that has interest payable at 1.75% above base rate. The bank loan balance is offset by an arrangement fee of £0.2m (2019: £0.5m) for the aforementioned facilities. The fees are released on a straight line basis over the period of the facilities.

Post year end in August 2020 the RFU added a new facility utilising the government backed Coronavirus Large Business Interruption Loans Scheme to add a £19m revolving credit facility. Interest is payable at 1.38% above LIBOR on drawn down funds and 0.55% on the available commitment not drawn down. No amount has been drawn down on this facility currently.

22. Debentures

During the year, 1,092 debentures of the same class (2019: 14) were issued for a total consideration of £10.4m (2019: £0.2m).

All debentures are interest free, unsecured and are repayable at par.

Group & Parent Group & Parent 2020 2019 Analysis of debt maturity £m £m Debentures 2075 9.8 9.8 Debentures 2076 6.7 6.7 Debentures 2077 4.0 4.0 Debentures 2078 19.1 19.1 Debentures 2079 5.2 5.2 Debentures 2080 12.6 12.6 Debentures 2081 26.8 26.9 Debentures 2083 7.6 7.7 Debentures 2085 15.7 15.7 Debentures 2086 10.2 10.2 Debentures 2087 4.2 4.2 Debentures 2088 28.3 28.6 Debentures 2089 7.4 7.4 Debentures 2090 0.1 0.1 Debentures 2091 40.8 40.9 Debentures 2092 11.3 11.4 Debentures 2093 9.7 8.9 Debentures 2095 10.3 -

229.8 219.4

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 8 8

23. Share capital

2020 2019 Allotted, called up and fully paid £m £m

2,000 allotted, called up and fully paid shares of £1 each - -

There are a total of 2,000 allotted, issued and fully paid up ordinary shares of £1 each as at 30 June 2020. Each member of the Rugby Football Union must hold one share which is subject to forfeiture upon ceasing to be a member.

24. Operating lease and other commitments

Future minimum rentals payable under non-cancellable operating leases are as follows:

2020 2019 Lease arrangements where Group and Parent are lessees £m £m Motor vehicles Within one year 0.1 0.1 Between two and five years 0.1 0.1

0.2 0.2

Professional Game Agreement

Under the Professional Game Agreement, which has run from the 2016/17 season, the RFU has invested over £100m across the first four years. The level of investment for the next four years of the agreement is wholly linked to the revenue of the RFU. Further details on this agreement are found on page 69.

25. Reserves

Debenture reserve

The debenture reserve comprises the accumulated gains on the sale of debentures issued prior to 2000.

Other reserve

The other reserve records the impact of transactions in the minority interest in Twickenham Experience Limited. It primarily comprises the amount to acquire the Compass Group’s 40% shareholding in TEL in 2028. The reserve is increasing on a straight line basis of £1.6m per year which is charged to the Profit and Loss Account as an interest expense.

Profit and loss reserve

The Profit and Loss reserve records the accumulated gains and losses to date through the Statement of Comprehensive Income.

Annual Report 2020 NOTES TO THE 8 FINANCIAL STATEMENTS 8

26. Defined benefit pension scheme

The RFU operates a defined benefit pension scheme in the UK. The scheme is now closed to new entrants. This is a separate trustee administered fund holding the pension scheme assets to meet long term pension liabilities. A full actuarial valuation was carried out at 30 April 2017 and updated to 30 June 2020 by a qualified actuary, independent of the scheme’s sponsoring employer. The most recent FRS102 valuation shows a £1.5m liability compared with a £0.5m surplus last year. The major assumptions used by actuary are shown below.

The most recent triennial actuarial valuation as at 30 April 2017 showed a deficit of £4.6m. The RFU has agreed with the Trustees that it will pay annual deficit reduction contributions of £500,000 each year until July 2021 and subsequently £167,500 each year until July 2025. In addition, and in accordance with the actuarial valuation, the employer has agreed with the Trustees that it will pay 41.5% of pensionable earnings in respect of the current cost of accruing benefits. The RFU will separately meet expenses of the scheme, insurance premiums for death-in-service benefits and levies to the Pension Protection Fund. Member contributions are payable in addition at the rate of 5.0% of pensionable pay. The figures below exclude insured pensioner policies.

Present value of defined benefit obligation, fair value of assets and defined pension liability:

2020 2019 £m £m

Balance sheet impact Fair value of plan assets 46.9 44.8 Present value of defined benefit obligation (48.4) (44.3)

Defined pension asset/(liability) (1.5) 0.5

Reconciliation of the opening and closing balances of the defined benefit obligation Defined benefit obligation at start of period 44.3 38.0 Current service cost 0.2 0.2 Interest expense 1.0 1.0 Contributions by plan participants - 0.1 Actuarial loss 4.4 5.7 Benefits paid (1.5) (0.7)

Defined benefit obligation at end of period 48.4 44.3

Reconciliation of the opening and closing balances of the fair value of scheme assets Fair value of plan assets at start of period 44.8 40.5 Interest income 1.0 1.0 Actuarial gains 1.8 3.4 Contributions by the RFU 0.8 0.7 Contributions by plan participants - - Benefits paid (1.5) (0.8)

Fair value of plan assets at end of period 46.9 44.8

The actual return on the plan assets (interest and actuarial gains) over the year ended 30 June 2020 was £2.8m (2019: £4.4m).

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 8 8

2020 2019 Defined benefit costs recognised in the profit and loss account £m £m Current service cost 0.2 0.2 Net interest cost - (0.1)

Defined benefit costs recognised in profit and loss account 0.2 0.1

2020 2019 Defined benefit costs recognised in other comprehensive income £m £m Return on plan assets (excluding amounts included in net interest cost) - 1.8 3.3 gain Experience gains and losses arising on the plan liabilities - gain 0.1 0.1 Effects of changes in the demographic and financial assumptions (4.5) (5.7) underlying the present value of the plan liabilities - loss on total

Total amount recognised in other comprehensive income (2.6) (2.3)

2020 2019 Assets £m £m UK equities 0.6 0.6 Overseas equities 11.9 11.6 Corporate bonds 8.7 8.2 Insured Assets 20.7 19.3 Property 1.3 1.3 Cash 2.3 2.4 Other 1.4 1.4

Total assets 46.9 44.8

None of the fair values of the assets shown above include any direct investments in the company’s own financial instruments or any property occupied by, or other assets used by, the company.

2020 2019 Assumptions % per annum % per annum

Discount Rate 1.6 2.3 Inflation (RPI) 3.0 3.3 Inflation (CPI) 2.6 2.3 Salary Growth 1.5 1.5 Allowance for revaluation of deferred pensions (RPI or 5% p.a. if less) 3.0 3.3 Allowance for pension in payment increases (RPI or 5% p.a. if less) 2.9 3.1 Allowance for pension in payment increases (CPI or 3% p.a. if less) 2.1 2.0 Allowance for commutation of pension for cash at retirement 90% of 90% of Post A Day Post A Day

Annual Report 2020 NOTES TO THE 8 FINANCIAL STATEMENTS 8

Life expectancy at age 60

The mortality assumptions adopted at 30 June 2020 imply the following life expectancies: 2020 2019 Male retiring in 2020 26.4 26.4 Female retiring in 2020 28.5 28.4 Male retiring in 2040 27.9 27.9 Female retiring in 2040 30.1 30.0

The best estimate of contributions to be paid by the company to the scheme for the period commencing 1 July 2020 is £0.7m (2019: £0.8m).

27. Related parties

Under FRS 102 section 33, the Group is exempt from disclosing related party transactions with entities which are wholly owned by the Rugby Football Union. All transactions with entities owned by the Group are eliminated on consolidation.

In the year, the RFU was paid £0.6m (2019: £0.6m) by TEL in respect of shared services and lease of catering facilities. During the year the RFU received £2.4m (2019: £4.4m) from TEL in respect of ticket revenue and royalties, and paid £0.9m (2019: £1.4m) to TEL in respect of catering services. The Group paid £10.0m (2019: £17.5m) to the Compass Group in respect of staff costs, royalties and other services. At 30 June 2020 £6.3m (2019: TEL owed to RFU £4.2m) was owed by the RFU to TEL and is shown in amounts owed to Group undertakings in the Parent balance sheet.

During the year, the RFU generated income £0.1m (2019: £0.2m expenditure) from its subsidiary company England Rugby Travel Limited.

Key management personnel include all directors and a number of senior managers across the group who together have authority and responsibility for planning, directing and controlling the activities of the group. The total compensation (inclusive of social security costs) paid to key management personnel for services provided to the group was £2.4m (2019: £2.9m)

28. Financial instruments

Financial risk factors

The Group is exposed to various financial risks relating to its interest bearing assets and liabilities. The financial risks include foreign exchange risk, interest rate risk, credit risk and liquidity risk.

Foreign exchange risk

The Group is exposed to foreign exchange risk due to the income from the Six Nations Tournament being denominated in Euros. This risk is mitigated through the use of forward contracts which fix the exchange rate up to a year in advance.

Interest rate risk

The Group has interest bearing liabilities on which interest is payable at a variable rate. The relevant rate is based on a percentage above the LIBOR.

Credit risk

The Group has no significant concentration of credit risk. It also has implemented policies that ensure that appropriate credit checks are carried out before sales to new customers commence. Interest bearing assets are only invested with financial institutions that have a minimum A credit rating.

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 8 8

28. Financial instruments continued

Liquidity risk

The Group invests surplus cash in interest bearing assets for various terms. Not more than 80% of available cash is generally invested in fixed term assets at any one time. Investments are not made for periods exceeding three months.

Borrowing facilities

At 30 June the Group has the following undrawn committed facilities available for which all conditions precedent have been met:

2020 2019 £m £m

Expiring between two and five years - 15.0

The Company has an uncommitted overdraft facility of £25.0m.

Details of a further revolving credit facility agreed post year end are given in Note 21.

Financial instruments

The carrying value of the Group’s financial assets and liabilities are summarised by category below:

Group Group Parent Parent 2020 2019 2020 2019 Financial assets measured at fair value through profit £m £m £m £m or loss Investment at fair value 7.5 7.8 - - Financial assets that are debt instruments measured at amortised cost Trade debtors 14.2 12.8 8.2 7.9 Amounts owed by group undertakings - - 48.5 43.2 Bank accounts 38.4 28.6 18.9 14.6 Other debtors (including non-current) 1.0 0.8 1.0 0.6 Loans to club 8.1 7.9 0 .6 - 69.2 57.9 77 .2 66.3 Financial liabilities measured at amortised cost Trade creditors 2.7 8.3 2.1 4.6 Amounts owed to group undertakings - - 29.8 31.1 Debentures 229.8 219.4 229.8 219.4 Other creditors (including non-current) 84.9 82.0 84.6 81.3 Bank loans 74.8 59.5 74.7 59.5 Accruals 13.9 23.0 8.3 14.9 406.1 392.2 429 .3 410.8

Gains and losses on the re-measurement of assets and liabilities held at fair value through the profit and loss account at the Balance Sheet date are determined from available market data, including appropriate assumptions about credit losses, interest rates and discount rates.

Loans to clubs and debentures are within the scope of concessionary loans and are recognised at face value.

Annual Report 2020 NOTES TO THE 8 FINANCIAL STATEMENTS 8

29. Analysis of Group changes in net debt

Other non-cash Group At 1 July 2019 Cash flows changes At 30 June 2020 £m £m £m £m

Cash and cash equivalents Cash 28.6 9.8 - 38.4

28.6 9.8 - 38.4 Borrowings Debt due within one year - - - - Debt due after one year (59.5) (15.1) (0.2) (74.8) (59.5) (15.1) (0.2) (74.8)

Total (30.9) (5.3) (0.2) (36.4)

30. Rugby Football Foundation

The financial results and position of the Rugby Football Foundation (RFF), which are included in the Group financial statements, are provided below on the grounds that its funds may only be utilised in the pursuit of its charitable objectives. The objectives are: to promote community participation in healthy recreation, provide and assist in providing facilities for sport, recreation and leisure time, and to advance the education of children and young people.

Statement of financial activities 2020 2019 £m £m Donations received 24.5 31.6 Direct charitable activities (24.7) (31.1) Grants to clubs (0.3) (0.9)

Deficit for the year (0.5) (0.4)

Balance sheet 2020 2019 £m £m Loans due from clubs 7.5 7.9 Debtors 19.7 28.0 Cash at bank and in hand 0.8 0.6 Loans due to Group undertakings (6.7) (6.8) Creditors falling due within one year (20.5) (28.4)

0.8 1.3

Represented by: Unrestricted funds 0.3 0.6 Restricted funds 0.5 0.7

0.8 1.3

Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS 8 8

31. RFU Injured Players Foundation

The financial results and position of the RFU Injured Players Foundation (IPF), which are included in the Group financial statements, are provided on the grounds that its funds may only be utilised in the pursuit of achieving its charitable objective. The primary objective is the provision of financial assistance to rugby players who have suffered catastrophic injuries.

Statement of financial activities 2020 2019 £m £m Donations received 0.7 0.8 Direct charitable activities (1.1) (1.4)

Operating loss (0.4) (0.6) Investment income 0.3 0.4 Investment loss (0.2) (0.2)

(Deficit) for the year (0.3) (0.4)

Balance sheet 2020 2019 £m £m Investments 7.4 7.8 Debtors 2.5 2.6 Cash at bank and in hand 0.8 0.5 Creditors (3.6) (3.5)

7.1 7.4

Represented by: Unrestricted funds 1.6 1.9 Restricted funds 5.5 5.5

7.1 7.4

During the 2011/12 year the IPF became the Trustee of the SPIRE sub-trust, whose assets at that time were held in permanent endowment. The restriction was lifted on 27 June 2017, which means the Group is able to use the capital as well as the income of the fund for its charitable activities.

Annual Report 2020 FINANCIAL STATEMENTS 9 FOUR-YEAR SUMMARY 9

2020 2019 2018 2017 £m £m £m £m Revenue 167.0 213.2 172.4 184.9 Costs (83.1) (97.8) (89.1) (91.3)

Profit before rugby investment 83.9 115.4 83.3 93.6

Professional rugby investment (66.4) (65.6) (70.7) (63.7) Rugby development investment (28.3) (34.9) (37.0) (35.9)

Operating (loss)/profit (10.8) 14.9 (24.4) (6.0)

Net finance (cost)/income (3.9) (3.0) (3.4) 0.5

(Loss)/profit on ordinary activities before taxation (14.7) 11.9 (27.8) (5.5) Tax credit/(charge) on ordinary activities (7.8) (1.9) - 1.5 Attributable to non-controlling interests (4.6) (6.1) (3.1) (3.7)

(Loss)/profit for the year (27.1) 3.9 (30.9) (7.7)

2020 2019 2018 2017 Summary of Group Balance Sheet £m £m £m £m

Fixed assets 319.7 331.5 301.6 263.8 Other net current (liabilities)/assets (18.7) (23.3) (8.2) 16.6 Net debt (bank loan less cash) (36.4) (30.9) (20.0) (10.2) Creditors amounts falling due after one year (83.0) (81.4) (81.5) (52.0) Pension (liability)/asset (1.5) 0.5 2.5 (3 .0) Profit and loss reserve 0.7 28.6 25.1 18.5

Annual Report 2020 9 9

Annual Report 2020 9 9

Annual Report 2020

Registered Office Rugby Football Union Rugby House Twickenham Stadium 200 Whitton Road Twickenham TW2 7BA Tel: 0871 222 2120 englandrugby.com

Auditor BDO LLP 55 Baker Street London W1U 7EU

Bankers Royal Bank of Scotland PLC 1 Princes Street London EC2R 8PA

Published by the Rugby Football Union. The RFU rose device and the words ‘England Rugby’ are official registered trademarks of the Rugby Football Union and are the subject of extensive trademark registrations worldwide.

Annual Report 2020 MEMBERS’ GUIDE TO RFU 2021 VIRTUAL AGM

1. ACCESSING THE VIRTUAL AGM A virtual AGM is a meeting whereby members are given the opportunity to attend the AGM using an online platform which allows them to vote, ask questions and participate electronically in real time, rather than attend the meeting at a physical venue. The RFU held its first virtual AGM in 2020 and, having received positive feedback from member clubs, we will be holding a virtual AGM again this year. The 2021 AGM will be held at 17:00 on Friday 11 June, when Members will be able to attend and participate in the meeting virtually. This can be done by accessing the AGM website: https://web.lumiagm.com using most well-known internet browsers such as Chrome, Edge, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. You will need the Meeting ID: 101-095-617 and your RFU ID Number and the unique PIN sent to you in the email from Bill Sweeney – so please keep these handy.

2. THE RFU AGM PORTAL

Above is the home page of the RFU AGM Portal you will see when you log in. Information Page Click on the information icon at the top of the screen from anywhere in the AGM Portal to access the Information Page, where you can access the AGM supporting documentation: • AGM Notice and Explanatory Notes • Draft Minutes of the 2020 AGM • List of elected Council Representatives for 2021/22 • Annual Report for 2019/20 • Members’ Guide for RFU 2021 Virtual AGM (this document)

3. VOTING OPTIONS Click on the voting icon at the top of the screen where you will see these options: • Appoint the Chair to vote on your behalf • Appoint a representative to join the AGM and vote (Council Members should select the second option and state their name in the next section) • Nominate another person as proxy to join the AGM and vote on your behalf You will need to provide details of the person appointed as a representative or nominated as a proxy and confirm that you are authorised to complete the Proxy Form.

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See Section 5 for Voting at the Meeting - full instructions are given on the voting page of the AGM Portal. NB: The deadline to complete this information is: 16:00 on Thursday 10 June 2021.

4. Joining the AGM virtually Electronic entry to the AGM will open around 16:30 on Friday 11 June 2021. Join the AGM by logging in as described in Section 1 above. The meeting presentation will begin when the AGM starts at 17:00 and the “Broadcast Panel” will automatically appear at the side of the screen. You will be able to see the Speakers and any slides. Please note that an active internet connection is required in order to cast your vote successfully when the Chairman commences polling on the resolutions. It is your responsibility to ensure connectivity for the duration of the meeting.

5. Voting at the meeting Click on the voting icon at the top of the screen When the Chairman declares the voting open, a list of all resolutions and voting choices will appear on the screen. Click the option that corresponds with the way in which you wish to vote: “For”, “Against” or “Abstain”. The website will send a confirmation message for each vote submitted. If you make a mistake or wish to change your voting instruction, simply press or click the correct choice until the poll is closed on that resolution.

6. Questions and Comments To ask a question or make a comment, either before or at the AGM, click on the messaging icon at the top of the screen: - Compose your question or comment at the bottom of the screen and then click on the red arrow icon and the website will confirm that it has been submitted. - Questions will be collated for the President or the Board to answer at the meeting. To return to the main page click on the information icon at the top of the screen:

7. Queries Please email [email protected] if you have any queries not answered on the AGM Portal or in this Guide.

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