In an email to members ahead of the club's AGM and a Society Q&A session the new structure is laid out in detail and is reproduced below.
New Governance Structure - Report to fans
December, 2016
The transfer of shares from Les Hutchison to the Well Society heralds not simply a change of ownership of the Club, but specifically a change to fan-ownership of the Club. This latter change requires a radical rethink of the governance of the Club and a structure which not only ensures that the organisation will be efficiently run, but also one in which the fans will have a genuine input into the running of the Club. The Well Society is now the effective majority shareholder, and the Board of the Well Society has therefore created, as an initial structure, the following governance package which has been agreed by all parties.
Here is an overview of the structure
Supervisory Board
- The Supervisory Board will be responsible for all major strategic decisions affecting the Club, working in cooperation with the Executive Board.
- The Supervisory Board will meet at least every second month.
- The Supervisory Board will initially comprise the members of the Well Society Board, Douglas Dickie, Tom Feely, Doug Inglis, Maureen Kirkwood, Markus Schieren and Gavin Whitefield.
- utchison to the Well SocietyIt is intended to add up to five additional members who can bring specific skills or interests to the group. Hugh Logan, former head of Motherwell College and recently retired from his position as Chief Executive of Fife Colleges, and Sandy Kilpatrick, Business Executive and strong supporter of the Youth Academy for many years, have already been invited and have agreed to join the Supervisory Board.
Executive Board
- The Executive Board will be responsible for all decisions relating to the day to day running of the Club.
- This Board will meet monthly, with additional meetings as required.
- The Executive Board will initially comprise Jim McMahon, Douglas Dickie, Tom Feely, Leanne Thomas and Alan Burrows. Graham Keys will continue to act as Company Secretary.
- Additional members will be invited to join the Executive Board as required.
- Committees of the Executive Board (e.g. finance, marketing, football) will have representation from the Supervisory Board.
Well Society Board
- The Well Society will continue as a separate legal entity and the Well Society Board will be responsible for all matters relating to the Society and in particular the recruitment and maintenance of the membership.
- This Board will meet monthly or as required.
- The current members of the Well Society Board have agreed to continue in office and the nomination and election mechanism for filling a vacancy for an elected member is already in process.
What does this mean in terms of fan ownership?
We owe it to the members of the Well Society, and to the entire fan base, to explain why we have designed the above structure and why we believe it will ensure that the views of the fans are heard and that the Club will be professionally run.
It is worth pointing out that:
- Every member of the above three Boards is a member of the Well Society.
- There is an overlap of membership between the Well Society Board and the Supervisory Board.
- The Chairman of the Executive Board, Jim McMahon, will attend the Supervisory Board meetings.
- Douglas Dickie and Tom Feely will be members of all three Boards
- All major strategic decisions affecting the Club will be made by the Supervisory Board, which will also be empowered to call into question decisions or actions taken by the Executive Board which are considered to be inappropriate, not in line with our values and culture, or not in the best interest of the fans.
We believe that we have devised a structure which will serve us well in terms of (a) good professional governance and (b) reflecting the wishes of the fans.
How does the Supervisory Board fit in? What does it do?
We have already indicated that the Supervisory Board will be responsible for taking all major decisions that affect the stability and/or the immediate and long-term future of the Club. Examples of such decisions would include but not be confined to the following:
- Approval of the annual budgets
- Major player transfer proposals
- Any change to share issues
- Investments and major spend proposals
- Any proposed stadium relocation
It will also be the responsibility of the Supervisory Board to:
- maintain contact with all shareholders, supporters club, local businesses
- negotiate inward investment
- set the ticket pricing structure
- ensure that we have structure to maintain meaningful contact with all fans
- build working relationships with other professional clubs in Scotland, the rest of the UK and abroad especially Europe where fan involvement is the norm.
- observe and oversee the performance of executive board
In practical terms the Supervisory Board will:
- receive minutes and reports from Executive Board
- be consulted in the appointment of executive managers
- handle any loan repayment negotiations
- be consulted on league structure issues
- be consulted on significant decisions affecting the Elite Academy and Youth development structure
Has this governance model been used in other organisation?
The Club Chair, Jim McMahon, and others on the Boards, have experience of similar governance structures and confirm that they are effective in the running of large organisations. Of course we are entering into new territory and as we begin to work through the structure in practical terms, we are open to the possibility of needing to make course-corrections. In the immediate future, it is of paramount importance that we establish (a) a spirit of trust between all the parties involved, and (b) a workable, flexible and transparent organisational model.
A word about the Executive Board
The major part of this report relates to the Supervisory Board because that is a new addition to the governance of the Club. It is obvious, however, that the Executive Board carries a huge and crucial load in the success of the Club. The Executive Board comprises the main directors of the limited company and is responsible to the shareholders. Much of the work of the Executive Board will be a continuation of the present responsibilities including, but not confined to:
- Day-today running of the Football Club
- Legal responsibilities
- Production and management of accounts/cash flow forecasts etc.
- Personnel Matters
- Minor player transfers
- Contract negotiations
- Procurements
- Maintenance of the property
- Academy and development squad matters
- Commercial negotiations
- Link to SPFL and SFA
- Appropriate contact with and support of the Community Trust
- Share in the importance of fan engagement and implementation of changes
- Finally, for those who like to view structures graphically, we have prepared and append below an Organisational chart which may help to outline the overall picture.
- Let’s work together!
We hope that all fans will note that we have put a lot of thought and care into the governance design, and at every level we have been guided by a desire to develop a model fan-ownership club. It will take time for us all to get it right, so please be patient. We have already started the process of keeping the supporters advised of developments, and seeking your views through questionnaires, Question and Answer nights etc. and other proposals are being considered.
Once again thank you for your tremendous support. If you have any questions please feel free to ask our directors at tonights Q&A event or send us across your questions well.society@motherwellfc.co.uk