ItIIIIItem RUGBY FOOTBALL 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. 1 of 5 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 England 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. 2 of 5 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 London 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 Twickenham 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. 3 of 5 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, Oxford, 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.