SCOTTISH RUGBY UNION Minute of Annual General Meeting of the Scottish Rugby Union, held in the President’s Suite, BT Murrayfield, on Saturday 10 August 2019 at 10.30am. Present D Bradbury (President) in the Chair I Barr (Vice-President), PG Laverie, C Rigby, GM Scott, A Little, M Gillanders, W Gardner, A Gray, AJ Forsyth, H Swankie, B Richmond, K Knott, J Halliday and R Hume (Members of the Scottish Rugby Council); J Jeffrey and IT Rankin (co-opted Members of the Scottish Rugby Council). CS Grassie (Board Chairman); LE Thomson and D McMillan (Independent Non-Executive Directors); M Dodson (Chief Executive), RM Howat (Secretary), DC McKay (Chief Operating Officer), AP Healy (Finance Director) - Members of the Scottish Rugby Board. JHR Wright, B Duffy, WG Dixon, AJM Lawson, DAD MacLeod and EA Crozier (Past Presidents) S Begbie (Director of Rugby Development), SJH Gemmell (Technical Director), S Bell (Director of Human Resources), T Scott (Head of Group External Affairs), GA Ireland (Head of Regulation), RG McGhee (Regulatory and Technical Executive), D Struth (Managing Director, Edinburgh Rugby). Club, Associate Body and Associate Club area representatives comprising 122 individuals. There were also in attendance: G Thomson and J Anderson (Council Members elect); A Rae (Championship Committee Convenor); M Cavanagh (sportscotland); representatives of the auditors, members of the press and members of staff . Distributed for - Meeting N otice of 11 Ju ne 201 9 (includin g Agenda) Meeting - Note on procedure at AGM - Minutes of 2018 AGM - Minutes of 2019 SGM - Scottish Rugby Annual Report - The 201 8/19 Championship Report Apologies for GB Masson, JB Steven, GK Smith, FCH McLeod, IHP Laughland, RG Young, AM Hosie, GW Jack, AR Irvine, Absence JS Stevenson, I McLauchlan, RW Flockhart (Past Presidents); DM Hunter (Discipline Panel Chair). Clubs – Cambuslang, Cumbernauld, Dundee Morgan, East Kilbride, Glasgow Academicals, Gordonians, Hawick, Hawick Harlequins, Hyndland, Isle of Mull, Langholm, Liberton FP, London Scottish, Mackie Academy FP, Newton Stewart, Ross Sutherland, Strathendrick, Trinity Academicals and Wigtownshire . Welcome and The President welcomed all present and confirmed that the Meeting was quorate, there being present Opening more than one third of the total members or representatives entitled to attend and vote. Comments The President invited the Secretary to intimate any apologies, which were as noted above. The President paid tribute to absent friends and those in the rugby community who had passed away during the p revious year. Club The President intimated that club representatives must be members of the clubs which they represent. Representatives Notice calling The President referred to the Notice calling the Meeting, which is filed with this Minute, and proposed the Meeting that it be taken as read. There was no dissent. Minutes – 2018 The President confirmed that the draft Minutes of the 2018 AGM had been made available for AGM comment and that all amendment requests made prior to the Notice of the 2019 AGM had been included in the version of the Minutes in the papers made available in advance of this Meeting. The Minutes of the 2018 Annual General Meeting (held on 4 August 2018), copies of which had been distributed prior to the Meeting, were then unanimously approved, being proposed by the President and seconded by J Smith (Leith ). Minute of 2019 Scottish Rugby Union AGM 1 Minutes – 2019 The President confirmed that the draft Minutes of the Special General Meeting held on 22 March SGM 2019 had also been made available for comment. A request seeking the inclusion of a point of clarification had been accepted and an updated version of the SGM Minute had been included in the delegate papers made available in advance of this Meeting. The Minutes of the Special General Meeting (held on 22 March 2019), copies of which had been distributed prior to the meeting, were then unanimously approved, being proposed b y the President and seconded by K Quinn ( Marr ). President's The President reflected on her highlight s from the previous year, including an excellent day at the Report National League Cup Final hosted by Stirling County, Silver Saturday at BT Murrayfield and the annual Club Awards. She looked positively towards the future for Scotland Women who had a new coach, new sponsors and a new broadcast deal. This had been the first season with the new Regional Development team in place under the new regional model. The President had attended a number of local roadshows around Scotland and been encouraged to see how clubs operated so effectively in their communities. Special mention was made of all the volunteers who gave of their time because of their love of the game, as well as in respect of Council colleagues and Club representatives on the various forums. The work being carried out by the Board in securing external investment indicated an exciting period ahead, as did the governance review being carried out by Sir Bill Gammell and Norman Murray. Just as important was to encourage young people to try rugby and to develop their skills. Boys and girls from 273 clubs and schools had played regular, competitive rugby through the Schools & Youth Conferences, with the brightest young players progressing through the Regional Academies. The President concluded by thanking Gregor Townsend and the Scotland team for their efforts and wished them well in the forthcoming Rugby World Cup. She also thanked all the volunteers and staff for their support of grassroots rugby. Scottish Rugby The Board Chairman, Colin Grassie, indicated that he wished to address the meeting on a number of Update significant matters affecting Scottish Rugby. He had four key messages: 1) Scottish Rugby was now operationally debt-free 2) The rugby world was changing and Scottish Rugby needed to adapt accordingly 3) Lessons had been learned; and 4) The forthcoming governance review presented an opportunity to reposition Scottish Rugby for the modern era. C Grassie expanded by saying that the period of the Union being affected by a significant debt burden – cash debt had peaked at over £23m - was now over and a new period of investment in the game lay ahead. Turnover was up £3.9m (to £61.1m) and the best net year end cash position for over 25 years had been recorded as a direct result of balanced and sustainable financial management. The reduction in debt combined with further surpluses and the improvement in the net cash position would allow more flexibility and the opportunity to further invest in the game. The club and professional games were intrinsically linked; both needed the other, especially given the modest size of the population and the commercial broadcast markets on which the organisation relied. There was a need to work collaboratively as a sport in Scotland to maximise the strength of unity and to encourage growth in partnerships across the world. C Grassie noted that the rugby world was entering a period of unprecedented change, with the first Rugby World Cup to be held in Asia, new investment in the English Premiership league, the Six Nations and Pro14 in negotiation with major new commercial partners and the Scottish game as a whole being on the verge of a generational opportunity. Serious investment in the game was now a reality. C Grassie then reflected on the previous 12 months, saying that parts of 2018 had been painful; key lessons had been learned and the Board had fully implemented the recommendations of the review carried out by by Lesley Thomson QC – one of these being the appointment of a new HR Director and talented individuals in other areas. The mistakes of the past had not been forgotten, but it was time to look ahead. Minute of 2019 Scottish Rugby Union AGM 2 Turning to issues of governance, C Grassie advised that Sir Bill Gammell and Norman Murray had been commissioned by the Council to review governance, business and operating structures. They would report to the Governance Working Party under Gavin MacColl QC, who would consider their report and make recommendations to the Council and Board as appropriate. He paid tribute to the Dunlop Report, which had been hugely insightful, but the scale and complexity of the organisation was now way beyond what it had been in 2005. The future rugby landscape would also be very different. C Grassie concluded by congratulating the Scottish Rugby representatives on the World Rugby Council, M Dodson, L Thomson and J Jeffrey, in particular J Jeffrey on his election as chair of the 6 Nations Council. He thanked all the volunteers, administrators and match officials, all of the staff, his fellow Board members, the President - who was a magnificent ambassador for the game - and especially the Union’s stakeholders, the clubs. Chief Executive’s Report The Chief Executive, Mark Dodson, was then invited to present his report. M Dodson began by looking back to 2011, when he took up his role. He noted that at that time, there had been no room to use debt as a means to create growth (with the debt at £14.4m and the revenues stagnant). Turnover had been £33m and there had been no Autumn Test broadcasting deal. The national team had been ranked 13 th in the world, the Women’s team were an afterthought and the Sevens team had never won a World Series tournament. The two professional teams had been underfunded, were not close to competing for silverware and crowds at their games were around 2,500 per game . The pathways were neglected and fragmented, and there was no high performance framework in place. He compared this to the results which had just been posted, noting that turnover had increased to £61m, Scottish Rugby was debt free for the first time in a generation and a broadcast, equity and media rights deal was under negotiation which would change the landscape of the global game.