Updated: Decision-Making Matrix shines a light on SRU governance failings

The Council's inability to oversee and hold to account the SRU Board has been a major concern for clubs in recent years

SRU Vice President Ian Barr, Chairman of the Scottish Rugby Board Colin Grassie, SRU President Dee Bradbury, Chief Executive Mark Dodson and Scottish Rugby General Counsel Robert Howat at the 2019 AGM. Image: Fotosport/David Gibson
SRU Vice President Ian Barr, Chairman of the Scottish Rugby Board Colin Grassie, SRU President Dee Bradbury, Chief Executive Mark Dodson and Scottish Rugby General Counsel Robert Howat at the 2019 AGM. Image: Fotosport/David Gibson

BACK on 22nd January, a ‘joint forum meeting’ for the clubs in the top four leagues in Scotland – Premiership, National One, National Two and National Three – took place at Murrayfield to discuss the governance overhaul which had recently been proposed by Sir Bill Gammell.

The meeting was attended by the elected Council representatives for the four divisions – Gordon Thomson, Colin Rigby, Graeme Scott and Andy Little – as well as East Region rep Murdo Gillanders, Midlands Region rep Hazel Swankie and SRU Vice President Ian Barr. President Dee Bradbury was not there.

During the course of the evening, there was exasperation expressed by a number of clubs about the SRU Council’s inability to hold the SRU Board to account.


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According to the Dunlop Report (which in 2005 provided the blueprint for the current SRU constitution), the Council is “responsible to the member clubs for reviewing the performance of the Scottish Rugby Board on behalf of various stakeholders of the game”, while the Board is responsible for “the executive management of the Union”.

The feeling amongst a growing number of clubs was that this relationship had been corrupted over time beyond almost all recognition, as demonstrated by a number of significant governance failures, including the Keith Russell affair (and subsequent cover-up), the heavy-handed implementation of the Super6 project and the more recent executive pay scandal.

There was widespread and deep-rooted anxiety that the Gammell report was a brazen attempt to formalise a new structure whereby the Board would no longer have to even bother with the pretence at being accountable to the Council.

At one point during the meeting – when “under strong questioning and criticism from the clubs” – one of the Council representatives let it slip that there was a ‘Decision Making-Matrix’ [DMM] used within the corridors of power at Murrayfield which made it very hard for the Council to carry out their duty of oversight.

“The admission was made that this document meant that they [the Council] were only advised of a lot of things after decisions had already been made,” recalls one club official, who was in the room.

“As you can imagine, as soon as the DMM was mentioned, everyone swooped in. It was great theatre!” recalls another.

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For many at the meeting, it was the first they had heard of this curious management instrument. Others were vaguely aware of its existence, but unclear as to its significance. It quickly became apparent to all that the DMM, along with a strict Code of Conduct for Council members which limits their ability to report back to their clubs, and a series of fabled documents called Standing Orders of Council, had for some time obstructed the elected representatives of the Union from properly discharging their duties.

The message to be sent to the following day’s Board meeting – echoed by at least two other regional forums – was unequivocal: Gammell should be dropped, with the issue of governance to return to the Council under Barr working in conjunction with the Council’s independently chaired Standing Committee on Governance. It was also requested that the DMM be published as soon as possible.

However, at the next Council meeting on 24th February, the Standing Committee was abruptly dissolved (despite being scheduled to deal with other matters such as Premiership player payments), and it emerged a short-time later that a governance ‘Task Force’ had been set up under Bradbury – who had been a staunch advocate for Gammell.

Given that the Gammell review had still not been publicly shelved, and given the timeframe Bradbury and her group appeared to be operating within, alarm bells were going off across the Scottish rugby landscape that this was simply an exercise in repackaging an old and discredited idea.

Even after the Covid-19 pandemic turned the world on its head and shunted Scottish/world rugby towards the precipice of a financial crisis, Bradbury openly ignored a letter from 38 clubs urging her to stand her group down, with her communique on the 15th April stating that the ‘Task Force’ was making good progress.

Meanwhile, the DMM remained locked away out of sight at Murrayfield, once again demonstrating the lack of transparency which had been such a key factor in the collapse in trust between the clubs and the Board/Council.

A change in tack

Then, suddenly, and without warning or explanation, there was a startling change in approach from Murrayfield.

We may never know with categoric certainty what the motivation was behind the abrupt decision by Colin Grassie to resign as Chairman of the Scottish Rugby Board last Thursday (less than a year after he signed-up to the job until the summer of 2021), but we can speculate that the growing likelihood of a vote of no confidence at August’s AGM may have focussed the former Deutsche Bank executive’s mind.

The same conclusion might be drawn from the decision to disband Bradbury’s Task Force on Tuesday, despite the President insisting twice in the last fortnight that it is full steam ahead as far as she was concerned.

And at the same time as we heard about the Task Force’s demise, we were told that Barr had been added to the Board in place of Adam Gray, who passed away last month.

Barr – who was elected Vice President of the Union with a landslide majority in 2018 on a platform of fighting for the clubs’ rights and interests – was an obvious choice in many respects due to the fact that he is set to take over the Presidency in August. However, it is no secret that he is about as popular as a rattle-snake in a lucky dip amongst the Murrayfield executive, who have been desperate to limit his influence during the last two years.

At last, the penny appears to have dropped that this is no time to be fighting political battles, when the survival of the game is on the line.

Perhaps most curious of all was the long overdue publication of that elusive DMM on Tuesday evening. A 15-page document, densely packed with information, which throws up some shocking revelations if you have the time and inclination to sift through it.

Understanding the matrix

The DMM opens up by recognising that Council do have a right to oversight, before going on to dismiss the role of the whole Council to review and oversee the Board by noting this oversight also operates through the participation of the four Council non-executives who sit on the Board.

Nowhere is this stated in the bye-laws,” points out David Johnston, a Scotland Grand Slam winning player, former national coach and retired lawyer, who was a co-author of the Dunlop report and who has been a long-time critic of current SRU governance. “Council cannot delegate or waive this obligation so this is a dereliction of the duty imposed on Council under the bye-laws. Only the clubs at an AGM can instruct Council what it can and cannot do. For this reason alone, the DMM should be rescinded forthwith.

“The DMM contains several curious and confusing clauses, all, unsurprisingly, in favour of the Board,” he continues. “Take international representatives. It says that the Board approve/choose our international representatives on World Rugby and so on, with Council to be told/inform(ed).” That is not correct – the Council have this responsibility under bye-law 14.2.9. Then it says, pandering to 14.2.9, that Council get to choose which of these they want to be ex-officio members on the Council, but that is not what Dunlop or the bye-laws intended. This is a blatant attempt to circumnavigate the bye-law, akin to, say, offering à la carte, then substituting a set menu.

“The Code of Conduct is how the Board handcuff and shackle Council members, preventing them from representing their constituents. According to the DMM, the Executive recommend, the Council can be consulted and ignored, with the Board having final input. It is considered that some of its terms so restrict Council members that it is unlawful under the bye-laws as it undermines/subverts those same bye-laws. And if there is an alleged breach, who chooses the chair of the review panel? The Board, of course! A code of conduct is required but not in these terms. .

“With regard to decision making, the revelations are mind-blowing. There is confirmation that the Board can treat SRU Limited and thereby most of Scottish rugby as a personal plaything, which judged by ‘investments’ in such as Stade Nicois and Old Glory DC in Washington, they have, with no input from the Council whatsoever.

“There is also confirmation that the Board can pay themselves what they want, because it is stated quite clearly that the Council as a whole have no input into the matter of executive pay [and are merely informed]. In fact, according to the DMM, even the whole Board do not get a say on pay: just the Remuneration Committee. I am not sure if that is legal, to be honest. The Board also get to decide what to pay their alleged bosses in the Council. You could not make this up!

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“The bye-laws have been corrupted over the years to specifically empower the Board at the expense of the Council and member clubs, and the DMM seeks to seal the deal without the inconvenience of public censure at a General Meeting. It should be torn up immediately.”

Pretty strong stuff, and it should be noted that Johnston is not a lone voice on this one.

“What it does confirm is that all of this money going out of our game on buying a stake in Old Glory, investing in Stade Nicois, ‘brand building’ in Japan and all over the world – millions of pounds over many years with no discernible return on investment – was spent without any oversight from Council whatsoever save for the three Council reps [four including the President] who sat on the Board when these decisions were approved. Considering the Scottish Rugby Union is there to serve the interests of its members and our sport, this serves to illustrate just how badly things have gone wrong,” said an exasperated club official.

“It is tedious but contains some real crackers of obfuscation and power grab,” says another prominent club figure. “The question is: who approved Council’s ceding of control and oversight to the Board? We believe it is unconstitutional. The other concerns are the Code of Conduct which Council members are forced to sign which effectively gags them, and the standing orders which we still know very little about.”

The full history of the DMM is not entirely clear, but we do know from the front page of the document that it was “amended and approved by the Board on 1st November 2018″, which was less than three months after the AGM when Grassie offered a seemingly heartfelt apology for the failings which had led to the Keith Russell scandal and promised an independent review of the governance of Scottish Rugby.

It is understood that the principal author of the DMM is lawyer Robert Howat – General Counsel of SRU Limited, Board Director and Company Secretary of SRU Limited, and Secretary of the Scottish Rugby Union. It is not known how he can objectively advise both bodies on the interpretation of a document he most probably drafted.

It is hard to escape the feeling that the sands are shifting beneath our feet. The fact that we are even discussing governance at a time when both the global and local game is facing an unprecedented crisis which looks certain to reshape how rugby is financed for years to come must seem bizarre to those uninitiated with the machinations of Murrayfield, but it is vital that we get some clarity on how the business is being run, and to what end, as we move into this critical period in the sport’s history.

UPDATE:

Scottish Rugby was approached about this article in advance but did not provide a statement until after publication.

The statement said:

“Scottish Rugby has operated internal decision-levels for many years and these are an important part of internal controls. A DMM has been in existence since 2012 and work to develop a revised matrix format was considered by the Board during the latter part of 2017 and then agreed on in December that year. It was then shared with the Council and approved by them in January 2018 and updated following the 2018 AGM.

“The DMM document itself is made available routinely to Council and Board members on joining the organisation as part of induction procedures.  This detailed information has been published at the request of the Scottish Rugby Council and Board, on the basis that it may also be of interest to stakeholders.

“The Code of Conduct has been in use without any significant changes since 2005 and was drawn up at that time by external solicitors. The Council’s Standing Orders were generated in June 2013 at the request of the then President Donald Macleod and approved by the Council at that time.”


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David Barnes
About David Barnes 1818 Articles
David has worked as a freelance rugby journalist since 2004 covering every level of the game in Scotland for publications including The Sunday Times, The Telegraph, The Scotsman/Scotland on Sunday/Evening News, The Herald/Sunday Herald, The Daily Mail/Mail on Sunday and The Sun.

37 Comments

  1. Oh to be a fly on the wall (old school for “Hacker into Zoom Meeting), when next the Board and Council next neet.

    • Sorry, going through a bad spell
      Should read “When next the Council and Board meet”

    • I wish my troubled brain was worried more than just a missing ” or whatever!

  2. To be fair to those involved running the SRU is like herding cats. The amateur and pro game need to be run by completely separate organisations.
    Put the whole pro game including the national side up for sale with a contract to fund the amateur game by £xxxmillion per annum. The current structure is not fit for purpose for either party

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    • Andrew, you are conflating several different issues here.

      Scottish Rugby Union Limited is the company structure that does all the commercial stuff.

      The Trustees hold the shares in this company.

      The Scottish Rugby Union is an incorporated organisation that ultimately owns the company and through the election of the Council exercises oversight on the Board and Executive.

      It is a Union of clubs not a plaything of a corporate board and executive team.

      On the separation of pro and community game. Where will future pro players come from? The community clubs are the bedrock of rugby. Mess about with that at your peril

      14
    • For £900k I’d be happy to open a cat herding business….. especially when guy running Irish rugby only gets £175k for grand slams 6n titles triple crowns multiple European cup wins multiple pro 12/14 wins n a booming age grade system made up of home grown talent…..

    • Dom , I am aware of the current structure and ownership of the SRU but it is not fit for purpose. Since the game went pro the amateur clubs have been left out on a limb generally critical of whoever is running the organisation but unable to get their own house in order and control the men at the top.
      Those running the organisation have concentrated on the pro game, and because they have not been called to account by the clubs have created their own empire. Pro and amateur rugby need to be run separately because they have separate objectives. That is not to say that the amateur game will stop producing pro players. If the amateur game continues along its current trajectory Scottish Rugby will be dead and buried in 20 years!

  3. Another excellent article David.
    Gee whiz ! That update kinda throws the Council under the bus – they saw it, they agreed it ?
    Wow.
    I do understand all Council Reps get to see it, immediately AFTER signing a Confidentiality contract.
    Nice, open org ehh ?
    Timing curious as well, we wait 3 months and the day before the N2\N3 Forum ( the same Forum that stayed a VONC in Grassie in late Feb ), where 2 Reps were going to be held strongly to account on all things Taskforce and DMM release and what ya know…..mana from heaven. Who believes in coincidences ?
    Let’s be very clear – the current DMM rides roughshod over our Byelaws.
    In it’s current configuration, it’s an aberration.

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  4. That’s a very interesting update David. I note the careful language used.

    Decision Making Matrices and Codes of Conduct are regular procedures used in myriad organisations.

    However it is usually based n the governance structure of that organisation and that’s where we depart from the Scottish Rugby statement.

    It’s the Clubs through the Council that “own” Scottish Rugby Limited. It’s not the Board of the company that has all the power of decision making. Especially when there are four executives in that Board.

    Perhaps the person who gave the statement might like to provide where in the SRU byelaws that the Council can just give away its powers?

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  5. Excellent piece David.

    To quote Louis Brandeis “ If the broad light of day could be let in upon men’s actions, it would purify them as the sun disinfects.”

    Need to keep shining the light into those dark recesses of Murrayfield

    15
  6. Another excellent article from Mr. Barnes, and I suspect not the last as the demand for much needed disclosure over the past years is forensically viewed.
    The more details of the conduct of the SRU that come to light, the more I see the cross pollination of the EU mixed with FIFA with a dash of Del Boy to taste: I’m only surprised that Dodson and Co. didn’t insist on a move every six months from Edinburgh to Glasgow with a view that it will increase their expenses and muddy the waters even more.
    This obvious divergence betwixt Club and SRU no doubt goes back to the introduction of the Professional game and the reluctance from some to follow that path.
    Many, myself included never wanted the game to loose its amateur or lets be honest ‘shamateur’ status that certainly existed to my knowledge in some of the major English Clubs, and how many ‘Teachers’ from Wales used to return from France driving nice little Sports Cars, I know of at least two of them.
    No matter how many times individuals with similar opinion to myself said be careful what you wish for, it went ahead, whether Scottish Rugby at that juncture engineered the correct mix of Club and Country is conjecture, what isn’t is that the clique that has developed at Murrayfield needs to be cleared out, root and branch.

    15
  7. Another excellent piece from David Barnes. I am reminded of the wonderful work done by Laura Lambert of the Dail Mail (unbelievably!) that finally led to the truth behind the systematic and ongoing cheating carried out by Saracens.

    It seems to me that the SRU are as worthless as that particularly toxic rugby club but I suspect that Dodson and his cohorts will be allowed to keep all the money they have made at the expense of Scottish rugby in the same way Saracens have been allowed to keep all the trophies they won by cheating. Shame.

    17
  8. I would once again praise David Barnes, TOL, for the invesigative journalism and also David Johnston for his efforts to hold the Board to account!
    It has been a long and difficult road but we now appear to have more eveidence as to why the Board have been able to act almost without accountability and transparency. Surely the s… is just about to hit the fan? With Grassie in the process of jumping ship. Will any others be about to do likewise?
    My worry, having read the available information is that the Board will have everything tied up in their favour.
    Surely to start with, there is merit in approching the Scottish Legal Complaints Commission regarding the alleged conduct of Robert Howat- conflict of interest? Considering that he was found wanting by the Judge of the Keith Russell Tribunal. Why is he still in post?
    It is pointless for me to add anything further here as we need informed people with the appropriate skills to take this further. Like many others I am interested in the proper accountability of those in charge and the sport in general.

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    • Good post, I’m certain David Barnes and others will not relax the pressure, root and branch clear out required.

      14
    • Indeed – excellent revelatory piece, confirming what many had known, without specific evidence.

      Board must consider its position (especially Thomson & Bradbury who have signally failed in their respective appointed / elected responsibilities) as should senior executives, whose exits must be arranged on appropriately reduced terms.

      12
    • Surely a vote of no confidence from all clubs and fans would carry a good bit of weight in removing Dodson et al and let the true Scottish Rugby get on and reorganise Scottish Rugby to be what’s it’s about! Improving the game in Scotland from grass roots upwards
      I remember hearing David Barnes speaking to GROGS and suggesting all was not well at Murrsyfield !
      How right he was and is !
      More strength to your pen David and perhaps your colleagues can join forces and get some action to change Scottish Rugby for good

    • Hi David
      Some within the board appear to be following Groucho Marx’s advice when he said that to succeed , all you need is sincerity and integrity – if you can fake these you’ve got it made. I agree with you in principle, however the fault lies not in the process but in the appointment of the particular men. Neither the Chief Executive nor The Chair had a background in rugby but both had seemingly commendable qualifications to do the jobs for which they were appointed – in short they were ‘professionals’ from outside the SRU and its network. But sadly they were professionals who did not understand or chose not to understand what our game means to us.
      .

      12
    • JN – I would point out that both the CEO and Chairman both arrived at the SRU following on from external and internal takeovers respectively and both were classified as ‘not wanted on voyage’. Make of that what you will.

      11
    • JN

      You should read Mr Dodsons previous stint at Guardian Media Group. Private Eye did several pieces in his approach to management there.

      12
    • George and Dom.

      Thanks for that. I understand and fully accept your valid points. My point was just that they, and the legal counsel Robert Howat, were poor appointments. As is now all too clear from the current evidence. The solution seems obvious to all and I hope that The Council and main board non execs move on it. This executive cannot now regain the changing room.

      10
  9. Sack the board. I wonder whether there is some battle between the governing bodies of Scottish rugby and football to see who is the most incompetent and underhand. Kudos to TOL for their work on bringing this stuff out into the open.

    19
  10. The power grab, orchestrated efforts to keep their methods hidden, arrogant rejection of accountability and all-round bad faith make the board members positions untenable. Before resignations can be accepted, remuneration packages must be reviewed, as I have little doubt they are generous. This is reprehensible behaviour.

    22
  11. Been on cards for a while.
    Mess after mess decision making.
    And just steam rolling over everything
    they are not interested in. I.e. club rugby!!

    16
    • They apparently are not interested in any form of rugby, only what they can make out of it.

  12. Apart from the continued unanswered question on what happened to Lesley Thomson’s report, who saw it and why it was seemingly redacted, I do wonder how the lawyer Robert Howat, who was so severely criticised in the tribunal’s findings on Keith Russell’s dismissal, remains in office. The fact that he now has two conflicting responsibilities, is another indication of his and the Executive’s disdain for good business practice.

    21
  13. The board should resign now. It is not good governance for the board to control the council. The board seem to forget that the council are the clubs voice in the Scottish Rugby Union.
    Each council member was elected by the clubs. Unlike the board who were not elected the member clubs of the Scottish Rugby Union. This is a sad day for Scottish Rugby to hear this news.

    15
  14. The Board should resign immediately, without compensation as should the whole Executive also without compensation. Moral, if not actual corruption in North Korea proportions!

    17
    • John
      I read a Private Eye article on Dodson work at Guardian Media.
      I think the potential big fat departure brown envelope will be his insurance.

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