RFU 2020 AGM AGENDA 1. To consider and approve the minutes of the Annual General Meeting held on Friday 14 June 2019. 2. To receive a report from the Chief Executive for Season 2019/20. 3. To receive a Financial Report and to review the Annual Report and Accounts 2018/2019 (previously circulated). 4. To appoint BDO LLP to audit the 2019/20 financial year. 5. To approve a change to the RFU Rules to give the RFU the ability to borrow up to £150 million plus any governmental support. 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 ratify the following Board appointments: 8.1 Chair of the Board of Directors 8.2 Independent Non-Executive Director 8.3 Chair of the Governance Standing Committee 8.4 Chair of the Community Game Board 8.5 Senior Representative on the Professional Game Board 8.6 Council Elected Directors 9. To elect the President, Senior Vice-President and Junior Vice-President for 2020/21. 1 of 4 AGENDA ITEM DETAILS ITEM 4 TO APPROVE THE APPOINTMENT OF AUDITORS FOR 2020/21 To reappoint BDO LLP as Auditors of the RFU for the 2019/20 Annual Accounts. This is recommended by the Board of Directors and the Audit and Risk Committee. ITEM 5 TO APPROVE A CHANGE TO THE RFU RULES TO GIVE THE RFU THE ABILITY TO BORROW UP TO £150 MILLION PLUS ANY GOVERNMENTAL SUPPORT Under Rule 4.2(b), approval of the members is required to borrow above £100 million. This limit has been in place since 2008, prior to the construction of the South Stand at Twickenham Stadium. The RFU currently has in place committed loan and revolving credit facilities, plus an overdraft facility, with RBS, which total up to £100 million. This was put in place to finance the AGP project, the East Stand at Twickenham Stadium and for working capital requirements. This level of borrowing has been approved by the Council. Like any rugby club, the RFU is dependent for its income on staging events, most notably matches played by the men’s senior XV, plus other matches such as the Army v Navy match and Sevens World Series, and other events such as concerts. The RFU continues to model a range of different scenarios, including the possibility that the 2020 Autumn Internationals do not proceed as planned, or for example take place behind closed doors. As at the date of this calling notice, the duration of government requirements regarding social distancing and, in particular, the ability to attend large sporting events remains uncertain. This means that the return of income streams from Twickenham events is not yet certain. As such, there remains the possibility that the RFU will require additional borrowing facilities to be available to manage cash flow pending large scale matches to be restarted so that investment in the game can be maintained. It is not certain that this level of borrowing will be required, but the Board request the ability to borrow should the need arise. The UK Government is also putting in place financial support for business, and it is hoped for sport in particular. At the time of writing, both the levels and nature of this support is not finalized. It may be that the form of this support may be described as borrowing, and therefore any such financial support from the UK Government would be in addition to the RFU’s commercial borrowing. Accordingly, the members are asked to approve the ability of the RFU to borrowing up to £150 million in addition to any governmental support. Rule 4.2(b) would therefore read: “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:” 2 of 4 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 Andy Cosslett was appointed as an Independent Non-executive Director in 2012 and was appointed as Chairman in 2016. The Board Nominations Committee recommended his reappointment for a final one-year term until 31 July 2021. The Board of Directors and the Council agreed that this would provide continuity after the recent appointment of the Chief Executive Officer and provide sufficient time for a full recruitment process to appoint a successor at the 2021 AGM. 8.2 Independent Non-Executive Director Genevieve Shore was appointed as an Independent Non-Executive Director (INED) in 2017 and the Board Nominations Committee recommended and the Board and the Council have approved her reappointment for a second two-year term until 31 July 2023. Genevieve chairs the Remuneration Committee and the Fundraising Oversight Board and is a member of the Board Nominations Committee. She is also an INED at Santander UK and was previous CIO and Chief Product & Marketing Officer of Pearson plc. She has also served as an INED at Moneysupermarket PLC, STV PLC, NEXT15 PLC and Ove Arup Ltd. 8.3 Chair of the Governance Standing Committee Chris Cuthbertson is a Council representative of Middlesex and was appointed as a Council Elected Director in 2014, and elected as Chair of the Governance Standing Committee in 2017. The Board Nominations Committee recommended and the Board and the Council approved his reappointed for a final two-year term until 31 July 2022. 8.4 Chair of the Community Game Board The Board Nominations Committee recommended and the Board and Council approved the appointment of David Roberts as Chair of the Community Game Board (CGB) for a three-year term until 31 July 2023. David is the Council Representative for Hertfordshire. He is chair of the Club & CB Development Subcommittee and also serves on the Community Game Board and the Rugby Football Foundation. 8.5 Senior Representative on the Professional Game Board The Board Nominations Committee recommended and the Board and Council approved the reappointment of Philip de Glanville as Senior Representative of the Professional Game Board for a second two-year term until 31 July 2022. Phil captained England and Bath during his rugby playing career in the 1990s playing over 200 times for his club, and is now a Director for Hanover Fox Executive Search consultancy. He was previously Director of Elite Sport at Hartpury College, Head of Delivery at Sport England and National Governing Body Relationship Manager for Sport England. 3 of 4 8.6 Council Elected Directors Paula Carter was elected as Council representative for Surrey this season but has a long involvement with the game and a wealth of Board experience across commercial and not-for- profit companies. She is a member of the Governance Standing Committee and has led their review of the Insolvency Regulations. She was a referee in Surrey, has chaired Disciplinary Panels for Surrey Rugby and sat on RFU and European Rugby Disciplinary Panels. In her professional life, Paula held Director positions with BBC, ITV and Channel 4 and currently chairs the Ofcom Advisory Board for England. Her previous Non-Executive roles include the Maritime and Coastguard Agency, the Parliamentary Ombudsman Advisory Board and the DTI Energy Group. She currently sits on the Board of the Wine Society, the Port of London Authority and Be the Business. She is also a Magistrate sitting on the South East London Bench. Stephen Pearson, Council representative for Oxford University since 2010, has been recommended for a second three-year term as Council Elected Director on the RFU Board. He is Chairman of Trustees of the RFU Pension Fund, Board Member and Chair of the Trustees of the RFU Injured Players Foundation, Chair of the Project Rugby Subcommittee of PGB and Chair of the Future Competitions Structure Working Group. He has also served as Chairman of the Rugby Growth Subcommittee of the CGB and was a member of the CGB for five seasons. He is a Member of London Scottish RFC. Stephen has been a Fund management director of Jupiter Asset Management plc since 2001 and is currently Chief Investment Officer. He is an Honorary Fellow of Trinity College Oxford and an Oxford Blue. ITEM 9 TO ELECT THE PRESIDENT, SENIOR VICE-PRESIDENT AND JUNIOR VICE- PRESIDENT FOR 2020/21 The nominations proposed by the Council in accordance with Rule 8.2(i) are as follows: President HHJ Jeff Blackett Senior Vice-President Nigel Gillingham OBE Junior Vice-President Rob Briers Jeff Blackett has been a member of Council since 2000 initially as the Royal Navy representative and then co-opted as RFU Disciplinary Officer, Chairman of Governance and Chairman of the Professional Game Board. He served on the RFU Board of Directors for four years from 2014 to 2018. He is the current Senior Vice President after serving as Junior Vice President in 2018/19. Jeff played most of his rugby for US Portsmouth and represented London Universities, Hampshire and the Royal Navy. He is a former Chairman of the Royal Navy Rugby Union and President of US Portsmouth. 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.