Submission to FAI/Sport Ireland Governance Review Group
Brendan Menton
20th May 2019
(Abridged Version)
Introduction
The FAI needs comprehensive governance reform. Governance reform must include structural reform and cultural change. By structural change I mean change in the representation at and responsibilities of each level of the FAI structure to reflect modern football realities. This implies change in the ‘political’ power structures of the Association. By cultural change, I mean change in both attitudes and people.
Despite ‘modernisation’ of the rules early this year, women’s football and schoolboy football remain seriously underrepresented. Coaches, of whom there are thousands and who are vital to football, don’t have a voice. Fans and professional footballers are similarly excluded. In contrast, junior (amateur) football is significantly overrepresented and this representation mainly comes through archaic channels.
In recent years, the Board members and many FAI Council members have vicariously ignored the FAI constitution, its rules and its policies and procedures, when self-interest was put ahead of the objectives of the organisation. Without radical change in personnel, at both Board level and senior administration level, little is likely to change.
The objective of reform must be to create a structure, culture and governance that ensures the Association can never again be controlled by a small cabal of the Chief Executive and Honorary Officers, supported by compliant senior administrators and an acquiescent FAI Council.
The Association must be democratised!
The current structure of a wide base (400,000+ people involved) quickly narrowing to a tight funnel of control (c.175 entitled to attend and vote at General Meetings, 59 on the FAI Council and a maximum of 11 on the Management Board) must be changed to a broad based consultative, oversight and management structure. The funnel of control is even narrower than suggested by the figures above, as the same people operate at multiple levels.
The basic starting point must be that football belongs to the clubs and their players, the coaches and the referees in the first instance. The next stratum comprises the leagues that organise the competitions for the clubs. Representation must be based on the clubs and leagues, the two most important strata of football activity. Football does not belong to the people in the higher echelons of the FAI or its provincial associations and affiliated bodies.
The output of the FAI/Governance Review Group will be a document submitted to the FAI Board and FAI Council and subsequently to the FAI Annual General Meeting for consideration. Erudite governance documents will not of themselves resolve the issues facing the FAI. This is what I have described as the ‘catch 22’ situation for football reform. Under current rules, a majority vote of at least two-thirds is needed for rule changes to be approved at general meetings. The people who were in control as the FAI descended into the current debacle are the same people who could ultimately control the process for change. This does not lead to confidence that the radical reform needed will be approved!
I trust the FAI/Sport Ireland Governance Review Group will set out detailed recommendations as to how improved governance is going to be achieved and implemented. The absence of an implementation plan would prove to be a major stumbling block to reform of the FAI. If implementation is not part of the terms of reference of the Governance Review Group, then it should be.
I again ask the question: why the rush? I accept that this is a question for the FAI and Sport Ireland more than the Governance Review Group. The Governance Review Group will be seeking implementation of reform at the FAI AGM in July, prior to when the reports on the various investigations become available, completed and considered. Will there be a second reform process established when these reports are to hand?
What about the financial position of the association? The Association is dependent on cash advances from UEFA to maintain current operations. I presume, these are advance payments of funds due in coming years: just like the previous advance use of ticketing and sponsorship funds to service the Aviva Stadium debt. Look what a mess that led to!
To believe that the current financial position will not impact on the operations of the Association in the future is naive in the extreme. Will the new governance of the FAI commence at a time when cuts in programmes are being implemented and at an AGM where it is possible that the FAI accounts are ‘qualified’ or its auditors do not apply the ‘going-concern’ criterion?
The above points explain why I am extremely sceptical of the extent of reform that can be achieved by the Governance Review Process within the set timescale.
Required Reforms
The detail of my submission is on the areas where I believe rule changes are needed to fundamentally change the structure and culture of the FAI. The rule changes proposed in this submission have consequent implications for changes to the FAI constitution.
The current rules (introduced in February 2019) are ridiculous! They are inconsistent with the constitution of the FAI, with the statutes of UEFA, with the statutes of FIFA and with the FIFA standard statutes for member associations. The rules are, in places, inherently contradictory! They clearly demonstrate either a lack of understanding of football governance within the FAI or its subversion to ‘personal’ agendas.
The emphasis on restructuring the FAI must be on its four main bodies:
1. General Meetings — rules and elections — clubs should have the majority voice
2. FAI Council — supervision (the FAI’s watchdog) and compliance — leagues should have the majority voice
3. Board of Management (Executive Committee) — decision making and running the business
4. Secretariat — administration.
Currently Rule 23 states that governance and control of the Association is vested in the Board of Management. However, governance responsibility is broader than this and must include general meetings, the FAI Council and the Secretariat, as well as the Board. The roles, responsibilities and functions of these four bodies must be clearly defined in the FAI constitution and rules. There needs to be significant independence between the four bodies and substantial checks and balances.
1. General Meetings
The entitlement to attend and vote at general meetings needs to be greatly expanded. Clubs are the basic entity of football and many more clubs should have direct representation at general meetings and not just through leagues and other FAI affiliates. The FIFA Standard Statutes identifies Clubs at the top of the list as members of associations. My proposal is that about 500 clubs with multiple teams participating in official competitions should be directly entitled to attend and vote at General Meetings. Women’s clubs must also have a direct entitlement to attend and vote at general meetings.
The FIFA Standard Statutes (Article 32.2) state:
‘The President, Vice Presidents and the members of the Executive Committee (Board of Management) shall be elected by Congress.’
The FAI President, Vice President, Honorary Treasurer and Honorary Secretary and all ‘football’ directors should be elected by the expanded AGM, rather than, as at present, by the narrow, politically controlled FAI Council. This would democratise the Association and ensure that the higher bodies answer to the general membership, rather than the very ‘political’ FAI Council as is currently the case.
I notice that the definition of membership significantly differs as between the FAI constitution and its rules. This needs to be rectified. Membership should directly include all clubs and leagues. Players are also listed as members in the FAI constitution. What are their entitlements and obligations? Clarity is needed in this area!
The entitlement to delegates at general meetings of certain affiliated bodies (the Provincial Associations and Junior Council) must be significantly reduced. This is to reflect modern football activities in Ireland. In this regard, I propose increased representation for underage football, women’s football, coaches, fans, staff and professional players. I question the role of the Provincial Associations and FAI Junior Council, as these bodies no longer have a significant role, yet retain significant ‘political’ power. The reformed general meetings must build on the clubs and leagues, underage football, women’s football and coaches as the base of the Association.
2. FAI Council
The FAI Council needs to change from acquiescence of Board decisions to one of questioning and with the power to overturn Board decisions. The FAI Council must become the effective supervisory body of the FAI. This will require membership changes and rule changes.
The purpose of the proposed changes in the composition of the FAI Council is to:
· Widen the representation of the football family by including staff members, coaches, fans and professional players representatives;
· Increase the representation of underage and women’s football through their leagues and thereby better reflect the current participation and activities in football;
· Reduce the power and influence of large block votes at FAI Council;
· Increase the independence of the FAI Council from the FAI Board; and
· Strengthen the Council’s supervisory powers.
The Board of the Association must report to the newly independent, representative FAI Council. The FAI directors should attend Council but not have a vote. The Council should be chaired by an independent Chairperson elected at the AGM.
The tenure of members on FAI Council should be a maximum of ten years and the retirement age should be 75. This is to ensure turnover of membership and to break the compliant relationship between board and council members.
One key issue for the FAI is lack of transparency. This needs to change for the FAI Council to become an effective supervisory body. Minutes of all FAI Board meetings, standing committee meetings and other committees should be made available to the FAI Council in advance of meetings in order to allow them to carry out their supervisory responsibilities. Such minutes should be prepared in a spirit of openness and transparency and accurately reflect the business of the board and committees. In the past, all committee minutes were available to FAI Council members. The FAI needs to revert to this!
3. Board of Management (Executive Committee) and Standing Committees
The first change must be to create the appropriate division of responsibilities as between the Board of Management and Secretariat. The norm within football is that the Board is the decision-making body of the Association and the Secretariat is charged with the implementation of those decisions. In this regard, the General Secretary (a term that should be used to designate the Head of Administration) should attend Board meetings but not have a vote on the Board. The FIFA Standard Statutes state (Rule 60.4) that: ‘The General Secretary may not be a congress delegate or a member of any body of the Association.’ The current FAI rules to not accord with the FIFA Standard Statutes in this regard. They were changed in the FAI with the partial introduction of the Genesis Report.
The composition of the FAI Board needs to be radically altered to professionalise its expertise and to be suitable for successfully managing a €50m turnover business. The composition of the Board must recognize both the football and business aspects of the Association. The importance of football should not be overlooked as the primary objective of the Association is to promote, foster and develop, in all its branches, the game of association football.
I would propose the following:
· The size of the Board of Management be increased to 15. This requires a constitutional change.
· Five of the FAI Directors should be independent: The selection of such independent directors will be complicated. I make no suggestions in this regard here.
· There needs to be a balance between ‘football’ directors and business-experienced directors to ensure the appropriate expertise across all areas is available on the Board.
· Business Directors
o The Chairperson of the FAI Board should be separate from the role of President and should be an independent director.
o The Honorary Treasurer must have a recognised qualification from an Irish accountancy body or its international equivalent.
o The Honorary Secretary should ideally have legal qualifications. The Honorary Secretary is, de facto, the compliance officer of the Association.
o Other areas of business expertise that should be available on the Board include marketing, communications and human resources.
· Football Directors
o FAI Honorary President
o FAI Honorary Vice-President
o A director with expertise in football development
o A director with expertise in the League of Ireland
o A director with expertise of professional football players in Ireland.
o A director with expertise in amateur football.
o A director with expertise in international football affairs
o A director with expertise in underage football
o A director with expertise in Women’s football.
Only the board, acting in that capacity and according to the FAI constitution and its rules, should be empowered to make decisions on behalf of the Association. The special provisions in the rules currently allocated to the Honorary Secretary should be abolished. Recent practice of sub-groups acting outside the Board should be outlawed.
All ten ‘football’ directors should be elected at the AGM. Any gaps in the expertise of the board can then be filled through the (much more independent) FAI Council co-opting suitable independent directors.
The directors, once elected or co-opted, can then be appointed as Chairpersons of Committees depending on their expertise and experience. Again, such appointments as Committee Chairpersons should require endorsement by the FAI Council.
The nomination procedure for ‘football’ directors should be straightforward: — it should come from any entity entitled to attend general meetings. The proposed revised composition of general meetings would enhance the role of clubs in this regard.
The tenure of directors should be a maximum of eight years on the Board and a combined maximum of 12 years between the Board and FAI Council.
The Board needs to be supported by standing committees. The current distinction between standing committees and other committees in the FAI rules is spurious. It seems that the listed standing committees are designed to ensure that their chairpersons automatically become board members rather than to meet the management needs of the Association. I note that the Women’s Football Committee is not listed as a standing Committee (Rule 26). How is this? I believe that this supports my point that standing committees were designated as such to control Board membership.
The Committee process should start with identifying what committees the FAI needs to manage its affairs — both football and business. In my understanding of the term ‘standing’, all such permanent committees should be designated as standing committees.
Each committee should have members with appropriate expertise. For example, there is little point in having people on the Finance Committee who have little financial or business expertise. Committee positions must be changed from allocation based on political patronage to where appointments based on relevant expertise and the needs of the Association becomes the dominant selection factor.
The selection of appropriate committee members should be transferred to a specialist Selection Committee, with membership from the FAI Council, Honorary Officers and an independent Chairperson. This would reduce political patronage from such appointments. The FAI Council should be able to appoint two independent experts to each FAI Committee.
There should be a much greater degree of independence between the Finance Committee and the Audit Committee (Rule 18.6). It also should have the required expertise! At least 50% of the members of the Audit Committee should be independent and not have any other role in the FAI.
All standing committees can make proposals to the Board of Management but require endorsement by the Board to become decisions of the Association. This ensures a single point of decision in the Association.
Authority for the rules and alterations to rules should be vested in a Rules Commission, independent of the Board and with appropriate legal expertise. The Board should be able to propose rule changes to the Rules Commission but should not have the power of veto on rule changes.
4. Secretariat
The Secretariat is hardly mentioned in the rules of the Association nor indeed in the Constitution. Nowhere are the duties of the Chief Executive/General Secretary and Secretariat defined. Reading the rules, gives the impression that they were drafted to provide the Chief Executive with unrestricted power and little supervision.
FAI Rule 13.5 simply states: ‘The general secretariat is the administrative body.’
As stated previously and to comply with the FIFA Standard Statutes, the General Secretary should not be a director of the Association or a voting member of the Board. The rules of the Association must be revised to specifically define the role of the General Secretary and his reporting lines to the President and Board of Management.
The remuneration of the General Secretary and senior administration personnel should be set by a Remuneration Committee. At least three of the independent directors should sit on this sub-committee, with one of them as Chairperson. The level of remuneration should reflect that of similar not-for-profit organizations in Ireland. The decisions of the Remuneration Committee should be absolute and not subject to review by the Board.
Addendum: — League Of Ireland
I have not covered the League of Ireland in this submission. I was heavily involved twenty years ago, including being the Honorary Treasurer for four years. My one comment is that I would never have been in favour of the merger between the League and the FAI. The trend internationally is to recognise that the business and management needs of professional football are quite different from those of grassroots football. This leads to the logical conclusion that they should be managed separately.
There never has been a successful business model for the professional clubs in Ireland. I am aware that Niall Quinn and another group are developing exciting new models for professional football. From what I have heard, these proposal should have the full support of everyone involved.
Role in Football
· FIFA: Consultant and Instructor for Member Association, 2009–15
· Asian Football Confederation: Director for Member Associations, 2003 -09
· FAI: General Secretary, 2001 -02
· FAI: Honorary Treasurer, 1997–2000
· League of Ireland: Honorary Treasurer, 1997–2000
· FAI: Acting General Secretary, 1996
· FAI: Served on Committees from 1979 to 1996
· Home Farm Football Club: Trustee since late 1980s
