The Corporate Governance of Football Clubs 2003
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Football Governance Research Centre The State of the Game The Corporate Governance of Football Clubs 2004 Research Paper 2004 No. 3 The State of the Game Published by the: Football Governance Research Centre Malet Street, London WC1E 7HX Tel: 020 7631 6871 Fax: 020 7631 6872 www.football-research.bbk.ac.uk [email protected] Sponsored by: Mutuo 77 Weston Street, London SE1 3SD Tel: 020 7367 4177 Fax: 020 7407 4476 www.mutuo.co.uk [email protected] Grant Thornton Melton Street, Euston Square, London NW1 2EP Tel: 020 7383 5100 Fax: 020 7383 4715 www.grant-thornton.co.uk [email protected] The Professional Footballers Association 20 Oxford Court, Bishopsgate Manchester M2 3WQ Tel: 0161 236 0575 www.givemefootball.com [email protected] Further copies are available for £25.00 (including post and packaging) (£5.00 for students, club officials and supporters’ trusts) from the FGRC. Also downloadable free of charge from www.football-research.bbk.ac.uk ISBN 0-9549012-1-5 ISSN 1473-7884 Contents Page About the Authors ii Acknowledgements iii Preface by Sir Trevor Brooking CBE, Director of Football Development, The Football Association iv Foreword by Kate Barker, Chair, Financial Advisory Committee, The Football Association v Glossary of Terms vi Executive Summary viii Chapter 1. Regulation and Governance by the Football Authorities 1 1. Structural change 1 2. The governance and regulation of English football 3 2.1 The Football Association 3 2.2 The Football League 5 2.3 The FA Premier League 6 2.4 UEFA and UEFA Licensing 7 3. Proposals for improved governance 8 3.1 The modernisation of The Football Association 9 3.2 The Independent Football Commission 11 4. Conclusion 13 Chapter 2. FA Premier League and Football League Clubs 15 1. Compliance with company law and corporate governance 15 1.1 The Annual General Meeting (AGM) 16 1.2 Dialogue with shareholders 17 1.3 Consultation with fans 19 1.4 Dialogue with Supporters’ Trusts 20 2. Corporate governance and the Combined Code 21 2.1 Listed clubs 21 3. Compliance with the Combined Code 22 3.1 Board size and composition 22 3.2 The Nominations Committee and appointment of new directors 24 3.3 Induction and training for directors 25 3.4 Directors’ pay and the Remuneration Committee 26 3.5 Risk, internal control and The Audit Committee 27 4. Enterprise governance 28 4.1 Financial Management and Regulation 28 4.2 Resource Utilisation 29 5. Conclusion 30 Chapter 3. The State of the Game in the Football Conference 32 1. Current developments in the Football Conference 32 1.1 Restructuring the semi-professional system 32 1.2 Rising attendances 34 1.3 Professionalism 34 1.4 Improved recognition by the Football League 35 1.5 The development of the governing body 35 2. Corporate governance in the Football Conference 35 2.1 Internal governance procedures 36 2.2 Regulatory issues 40 3. Conclusion 44 Chapter 4. Supporters’ Trusts 46 1. Number of trusts agreed and established 46 2. Supporter representation on the board of the football club 53 3. Trust/club initiatives 54 4. Membership 54 5. Turnover of supporters’ trusts 56 6. Trust donations and investment in football clubs 57 7. Trust ownership and control of clubs 58 8. Corporate governance of supporters’ trusts 59 9. Trust links with bodies and organisations in the community 61 10. The attitude of clubs to trusts 61 Appendix: Survey of Clubs and Supporters’ Trusts 64 Name and Subject Index 65 i About the Authors Matthew Holt, Jonathan Michie, Christine Oughton, Lee Shailer and Geoff Walters are members of the Football Governance Research Centre, Birkbeck, University of London. Michie and Oughton are co-editors of A Game of Two Halves: The Business of Football (Mainstream, 1999) with Sean Hamil; and with Steven Warby and Sean Hamil: Football in the Digital Age: Whose Game is it Anyway? (Mainstream, 2000) and The Changing Face of Football: Supporters Direct (Frank Cass, 2001). Matthew Holt is a Research Officer at the Football Governance Research Centre at Birkbeck. Matthew takes a particular interest in the role of the governing bodies in the industry and is currently working on a FIFA funded research project on the governance and regulation of European football by UEFA. t: 020 7631 6743 [email protected] Jonathan Michie is Professor of Management and Director of Birmingham Business School, University of Birmingham. He is also Visiting Professor at Birkbeck, University of London. He is an elected board member of Supporters Direct and a committee member of Shareholders United, the supporters’ trust at Manchester United. t: 0121 414 3555 [email protected] Christine Oughton is Professor of Management at Birkbeck. She is also Director of the Football Governance Research Centre at Birkbeck, University of London. t: 020 7631 6768 [email protected] Lee Shailer is a Research Officer at the Football Governance Research Centre. He is also working on a PhD researching stakeholding models of governance at football clubs. t: 020 7631 6871 [email protected] Geoff Walters is a Research Associate of the Football Governance Research Centre at Birkbeck, and is currently working on a PhD researching the governance of the football industry. t: 020 7631 6884 [email protected] ii Acknowledgements This is our 4th annual survey of professional football clubs and supporters’ trusts and we would like to thank all the club officials and supporters’ trust board members who took the time and effort to complete and return our questionnaires; without their efforts we would not have been able to compile the information that informs and underpins this research. Special thanks go to John Moules and Bill King, Chief Executive and Chairman of the Football Conference respectively, for endorsing the survey sent to all Football Conference clubs. Our thanks also go once again to our three main sponsors: Grant Thornton, the independent financial and corporate advisors; Mutuo, the think-tank for the co-operative and mutual sector; and the Professional Footballers’ Association. We would particularly like to thank Kate Barker, Chair of the FA Financial Advisory Committee, for contributing an informed and thoughtful Foreword to this year’s Report and also Sir Trevor Brooking, Director of Football Development at the Football Association, for providing an excellent Preface. We would also like to thank Neil Prescott of the Football Association for his continued interest in our research, and also Nic Coward, former FA Director of Corporate and Legal Affairs. Many thanks also go to David Barber, FA Librarian, for arranging access to archives. The FGRC continues to benefit from the expertise of Cobbetts Solicitors and Pensions Investment Research Consultants (PIRC), and we would like to acknowledge their support. We are also very grateful to our colleague, Bridget Holroyd, who deserves a great deal of praise for her efforts in administering the survey process throughout the Spring and Summer. And finally, special thanks go to our students on Birkbeck’s Sport Management and the Business of Football Master’s programme who continue to provide valuable feedback on the survey and its findings. Matthew Holt, Jonathan Michie, Christine Oughton, Lee Shailer & Geoff Walters Football Governance Research Centre, Birkbeck, University of London November 2004 iii Preface by Sir Trevor Brooking CBE Director of Football Development, The Football Association We have been living in interesting times these past few years in football. The development of subscription television and pay-per-view technology have resulted in increased broadcasting revenues into the game in England and elsewhere, but the collapse of the ITV Digital agreement with the Football League illustrated the difficulties and challenges that have also faced the game, alongside the opportunities. The football authorities and sporting organisations more generally have been actively working over these past few years to meet those challenges and to develop the opportunities. These activities included the formation of the Football Task Force, on which I served, and the establishment of Supporters Direct, which I welcomed at the time, when I was pleased to share a platform at the conference in 2000 at which the then Secretary of State for Culture, Media and Sport, Chris Smith, announced the Government’s support for the new initiative. As I wrote in the book that came out of that conference: It is now recognized that football supporters, who have always been the lifeblood of football clubs, should have a greater involvement in the running of those clubs. This will help the professional clubs to extend and enhance their involvement in community work, and to augment the work of the many projects supported by Sport England. Ultimately, the extension of football clubs’ involvement in the community will enhance the financial strength of clubs.1 I was at that time Chair of Sport England, whose remit I always saw as being about optimising opportunities for the whole community to take part in sport.2 These objectives coincided with the Government’s priorities of tackling social exclusion and increasing participation. I see the work of Birkbeck’s Football Governance Research Centre as contributing to the achievement of these goals. I am also heartened by the progress of The FA’s own Financial Advisory Committee, which is examining governance issues in some detail. I am therefore pleased to welcome this year’s State of the Game survey. Sir Trevor Brooking CBE November 2004 1 Trevor Brooking, ‘United for Change’, in Hamil, Michie, Oughton & Warby (eds), The Changing Face of the Football Business: Supporters Direct, London: Frank Cass, 2001, p. 27. 2 See for example Sport England, Annual Report 1998/99, London: Sport England, 1999, p.