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.
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.
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!
“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.
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.”