Independent Corporate Governance and Business Review – Heriot’s Rugby Club’s Response


Dee Bradbury
Scottish Rugby Union
BT Murrayfield
Edinburgh EH12 5PJ

                                                                                                                                                                                6 February 2020

Dear Dee

Independent Corporate Governance and Business Review

I write to set out our comments on the above formed in the light of several internal discussions, attendance at the review meeting on 15 January; and our attendance at the combined forums on Wednesday 22 January.

We acknowledge that there is a good deal of good work and assiduous effort which has gone into preparing the review.  The commitment and indeed the passion that the co-authors have displayed is impressive.  That said, it would have been helpful if the authors referred to the background which gave rise to their review.  The outline structure as proposed we consider to be sound namely the proposed governance structure which improves lines of communication and appears to be a better basis for efficient and effective decision making.

We largely can accept the process of nomination rather than election. We perceive that the Council is not effective.  Whether this is by dint of the people on the Council or a reluctance of the Executive to engage the Council is difficult for us to say having no direct involvement with that body.  The three boards arguably make better sense to us.

We are concerned that there is no representation from the Rugby Development Board (RDB) on the main Board.  Further, we consider that there should be representation from the RDB on the Professional Performance Board (PPB) and vice versa.  All this to ensure transparency and fairness when it comes to allocation of resource but also to enhance the unity of direction of both club and professional sides of the game.  There is also the issue of the absence of representatives of the professional sides on the PPB.  We consider these omissions to be a fundamental flaw in the report.

Our other major concern is the composition of the Nomination Committees.  It is unlikely that the existing SRU Nomination Committee (Adam Gray, Julia Bracewell, Dee Bradbury and Colin Grassie) is going to salve the concerns surrounding the disbandment of the Council given that the union moves from election to nomination.  Those who are given the responsibility of nominating and approving nominations must be above reproach.  They must understand club issues at the grass roots and the challenges they face.  They must have a wealth of experience in running clubs this is of particular relevance to a separate nomination committee for the RDB.  It therefore is possible that the election of individuals of this calibre and experience to serve on any nomination committee would be seen by clubs as a palatable alternative to club representation as embodied by the current council.

A further key point is that the memorandum and articles of association must be known before the adoption of the new structure.  Once again, we consider this to be fundamental.

Finally, we consider that the key thrust of the review is in the correct direction, but it needs careful further consideration and rework.  It is worth bearing in mind that the game is dying at club level and many club committees are concerned about survival.  Consequently, club members are defensive and protective.  Any perceived threat to their representation will not sit well.  Added to which recent events have led to widespread antipathy and distrust.  This has led to many clubs suggesting that the current proposal is reviewed by an independent consultant which may be a proposal worthy of consideration.

Kind regards

Yours sincerely,

Colin F McCallum