PROPOSED GOVERNANCE CHANGES: STEP-BY-STEP GUIDE

1. Summary of Proposed Changes

The main areas of proposed change are:

· Establishing a suitably sized, skills-based Board;

· Creating a members’ committee which will be a formal part of our governance structure with direct links to our Board.

This involves the General Committee proposing some changes to our Constitution (known as our “Rules”). In this background brief we have indicated the sections of the Rules that are likely to be amended. As we work with our lawyers to firm up on the exact proposals, we will amend and update this brief.

2. Skills-Based Board

There are over 150 references to a General Committee in our Rules, and (where appropriate) all references to a General Committee will be changed to references to a Board.

The desired model is a skills-based diverse Board consisting of a number of appointed Directors greater than the number of elected Directors, enabling the Board to have adequate control over its composition and thus the aptitude, skills, experience and diversity required.

The General Committee’s recommendation is a Board of ten non-executive Directors, with a minimum of eight non-executive directors (plus the CEO who would have a vote). There would be 8 appointed directors and 2 elected directors. The total number of non-executive directors with a vote would be eleven when the Board is at full complement (2 elected; 8 nominated and the CEO).

This will involve changes to section 5 of our Rules. We will add more detail here as we develop the proposed amendments.

Club members wishing to apply would be eligible for election once recommended as a potential Elected Board member following a process conducted by the Nominations Panel; this is consistent with current processes. Appointed positions would be openly advertised and filled through a skills-based recruitment process conducted by the Nominations Panel (and to enhance the process, we could consider the option of using an external recruiter to select candidates for the Panel to interview).

At the moment, we believe this requires no amendments to our Rules.

General Committee has proposed cutting the link with the AGM for appointed directors which enables the staggering of terms of office to be managed more appropriately.

This will require changes to section 5 of our Rules. We will add more detail here as we develop the proposed amendments.

Member-elected Directors would specifically bring a member-focused perspective and strong links with the new members’ committee. That said, both elected and appointed Directors will have a duty to act in the best interests of the Club (in accordance with the Club’s constitution) and are required to consider the views of a wide range of the Club’s stakeholders including members, supporters, players and the wider workforce along with fellow counties and the wider game.

At the moment, we believe this requires no amendments to our Rules.

Under the proposed amendments, the CEO will sit on the Board in an ex-officio capacity, and with a right to vote. Our current Rules state that the GC will appoint a CEO who may at the discretion of the GC attend meetings, but who is not a member of the GC and who has no right to vote.

This will require a change to Rule 8.7.

Chair of the Board: The Chair is currently a non-executive Director elected by fellow GC members from within their own number. General Committee prefers to retain this position, with the Club’s Chair selected from the group of appointed directors.

This will require a change to Rule 5.8.1

Senior Independent Director (SID): Under the proposed amendments, one of the appointed Directors would be designated as the Senior Independent Director (SID). In accordance with the UK Code for Sports Governance the SID would be responsible for providing a sounding board for the Chair, serving as an intermediary for other non-executive Directors when necessary, acting as an alternative contact for stakeholder concerns where matters are not resolved through normal channels and for conducting the Chair’s annual appraisal. The Chair would in turn appraise the remaining non-executive Directors.

General Committee is currently piloting this position. It is required under our contract with the ECB, but we are trialling it so that we can understand how it will best fit with our proposed changes. At the moment, we do not propose any amendments to our Rules. If the proposed changes to our Rules are agreed by our members at AGM 2027, we may seek to formalise the SID role at AGM 2028. The SID role sits alongside the Vice Chair role, and each role carries a separate and distinct set of responsibilities.

3. Members’ Committee

A new members’ committee would enhance the governance framework by providing a structured engagement between the membership and the Club. It is not intended to overlap with or replace in any way the Club’s current sub-committee structure.

It will

- Have a Board approved Terms of Reference setting out its duties and responsibilities and any delegated authority;

- Act as a forum for organised discussion and feedback;

- Maintain formal agendas and minutes;

- Allow for escalation of issues into existing sub-committees or direct to the Board where required;

-Include provision for one of the Members’ Committee (not one of the GC NEDs) to join the Nominations Panel.

This requires an amendment to Rule 6.3.3

Proposed structure:

- Eight elected members who would have a duty to act in the best interests of the Club (in accordance with the Club’s constitution);

-Two NEDs from the Club’s Board (one elected and one appointed), one of whom is Chair of the members’ committee.

- Elected members would be elected at the AGM;

- Three-year terms, renewable for two further terms, consistent with those for the Board (resulting in a maximum 9-year term, with time served on the General Committee counting towards that).

This would require a completely new section in our Rules which can be found at section 8. At the moment, our proposal is to include the establishment of the Members Committee in our Constitution, so that it is a legal right for our members, but we also propose to keep the detailed terms of reference outside of the Rules, at least initially, to allow for learning and development. Our members are being asked to help us to design our members’ committee – see separate background brief for more details.

4. Safeguarding Member Rights

If members were to agree these changes key safeguards would remain in place:

· The Club continues to be a Members’ Club. The Club reaffirms this commitment in its new strategy, and these proposed governance changes will support our aim of remaining as a members’ club; this requires no amendments to our Rules

· Members retain rights to submit AGM resolutions and call EGMs; this requires no amendments to our Rules

· The new Members’ Committee would act as an additional governance mechanism; this requires a completely new section in our Rules

· Members still elect a number of Directors to the Board; this requires changes to section 5 of our Rules

· There will be provision for members to hold the Board to account; this will require a specific amendment to our Rules which can be found at new section 7.17.

· There will be provision for one of the Members’ Committee (not one of the GC NEDs) to join the Nominations Panel; this will require an amendment to section 6 of our Rules.

5. Transitional arrangements

As we move through the implementation timetable, the Governance Working Group (comprising a subset of the General Committee) will provide guidance to the Executive Project Team and assist in formulating recommendations for consideration by the General Committee, taking into account feedback and questions received from members during the consultation phase. This group has a Terms of Reference and operates on a non-permanent, informal, consultative basis; it does not constitute a new sub-committee.

If members were to approve these changes at the AGM in 2027, the new rules would commence on the date when they are given approval by the Financial Conduct Authority (“the Effective Date”).

Prior to the Effective Date of the changes, the current General Committee would consider transitional arrangements.

The proposed transitional arrangements require an amendment to section 5 of our Rules.

6. Summary of Proposed Arrangements

Governance Model: The governance of the Club would transition from a General Committee structure to a Board-led model.

Board Composition: Two elected Directors, chosen by the membership at the AGM, each serving a three-year term, renewable for two additional terms (subject to re-election); eight appointed Directors, each serving a three-year term, renewable for two further terms; The Chief Executive Officer, serving in an ex-officio capacity and with a vote.

Members’ Committee: A Members’ Committee would be formed to promote and represent the interests of the membership, ensuring their views are considered by the Board. This body would be predominantly advisory in nature but could hold decision-making authority in specific areas. The Governance Working Group would design proposed terms of reference and any decision-making authority before bringing this work back to General Committee to approve.

Transitional Arrangements would be put in place.

Implementation Timeline: Subject to approval of these changes by the membership at the 2027 AGM, the new Rules would take effect on the date they receive confirmation from the Financial Conduct Authority (the “Effective Date”).