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A Guide to Negotiating Supporter Representation

Date: 14th March 2016


Negotiating Supporter Representation

The principle of increased engagement between a supporters’ trust and its club has generally been accepted as a positive step by the game’s key stakeholders, with the football authorities stating that “club’s interests are best served through having working relationships with its supporters”.
One step a Trust may wish to consider is getting supporter representation on the board of the club. You don’t need to own a single share to be on the board of a football club and can be on the board as a ‘representative of supporters’.

The normal way of becoming a director of a football club that is a Private Limited Company is to invest in a shareholding, but many companies have people on the board for other expertise they have or particular skills they possess. At a football club, one such ‘skill’ is representing supporters’ views. It is important to remember that you don’t need to own a single share to be on the board of a football club, though it is the norm. Even so, at clubs with a majority shareholder, other directors may be business associates of that shareholder who don’t necessarily own shares themselves. However, when it comes to owning shares, as would apply to an individual or a Trust, there is usually an ‘asking price’. Where an individual or controlling group owns a club, there is often a reluctance to dilute or share their power with others. This will, however, vary according to the financial health of the club concerned, or perhaps the individual or Trust.

In desperate times, a club or owner may be willing to make an advantageous offer to a Trust. Also, (but more rarely), the club may be far-sighted enough to see that there are advantages beyond the financial in bringing the fans “on board”, and make an offer even when there is no immediate crisis.

Trusts with the ambition of boardroom representation should emphasise to the club the non-financial as well as financial advantages. These are many. The relationship between club and supporters changes from “us and them” to “we’re all in this together”. It makes fans less likely to blame the board for adversities, because of the element of partnership. Communication both ways is improved, and greater understanding among supporters of the constraints under which the board operates leads to fewer demands for increased expenditure to “buy” success. Issues of sustainability move up the agenda. Also, a reservoir of talent, goodwill and effort on a voluntary basis becomes available to the club, which can augment the limited professional resources the club may be able to afford.

When supporters are on the board, issues such as anti-racism, equal opportunities and access for the disabled can be highlighted more easily. The club can become a flagship for these issues within a high-profile industry, thus strengthening the bonds between the club and the whole community, not just the fans. This can lead to new partnerships with the Local Authority, to the benefit of both. At Northampton Town, a new council-built stadium was delivered on this basis.

The Trust can also provide a boost to the Football in the Community Scheme, both financially and in terms of voluntary personnel. At Luton, Swindon and Northampton among others, the benefits of this are already apparent. As for the financial and commercial benefits, gates tend to increase where Trusts are involved at boardroom level, and with them sales of merchandise increase proportionately. At Northampton, average gates have more than doubled since the Trust came in, even when results are poor. The Trust also brings an additional revenue stream through voluntary fundraising, which is incentivised and stimulated when shares are made available for purchase by the Trust.

It is therefore very much in the interests of the club to involve the Trust at shareholder and director level, whether or not it is in crisis. These arguments should be promoted both privately and publicly. As illustrated at Rotherham United, they can and do prevail even in what appeared unpromising territory.
There have been instances where an “associate” or “honorary” directorship has been offered to a Trust or supporters’ club. These offers should be treated with caution, but not dismissed out of hand. In some instances, they prove a stepping-stone to a full directorship, but more often than not it is a token gesture designed to head off the demand for a proper position. It can create an invidious situation for the individual concerned, involving responsibility without power. Some have found that they are excluded from all or part of board meetings, and denied important information. They can be unjustly blamed by Trust members and other supporters if things go wrong, when they have had no power to effect change or influence decisions. This can be the worst of both worlds.

If such a position is offered, Trusts are advised to make sure that they know how and at what cost it can be converted into a full directorship later. If the club fail to answer this question, it is an indication that they may have no real intention of allowing the Trust a proper directorship, and might be indulging in tokenism.

Lastly, it is essential that a Trust director is democratically elected and not hand-picked by the club board. Clubs often raise the fear that an unsuitable, unrepresentative or indiscreet person could be elected by a “packed” meeting. This can be effectively answered in two ways: firstly, by always holding the election by postal ballot; and secondly, by restricting the candidacy to those who have already served the Trust as elected officers or committee members. For longer–established Trusts, a minimum time in an elected position, say two years, can be stipulated. But there is no substitute for democratic election, and the position of the director is weakened both in the eyes of the club and Trust members if they are simply “appointed”. If the club is reluctant for an election to be held, or to accept its results, the signs are that they are looking for a “yes-man” rather than an effective director.

Supporters Direct has drawn up a Code of Conduct for directors, available here.

Some of the arguments often used against having supporter directors are:

  • Confidentiality – the club board discusses matters of great importance and commercial confidentiality, and can’t trust an elected supporter director to honour this, as they report back to the people who elected them.

This argument is a common one, but the ways to respond include:

A Trust director is a legal director of the club, and is therefore bound by the same rules as every other director. The fact that they are elected is irrelevant in this regard. Whilst the members might demand certain information, it’s up to the Trust to manage expectations of what is and isn’t publicly available to members. As for the supporter director revealing confidential matters, there is no reason why they are any more likely to do this than an existing director. Supporter directors will only publicise information in the public domain. Other things, such as player wages, are subject to normal practice of confidentiality. If the club board doesn’t buy that argument, Trusts have to campaign on the grounds that they are being treated like unruly children who can’t be trusted, when the board makes far less stringent checks on wealthy individuals who might be invited to invest and join the board. Trusts need to press their professionalism and probity, and stress they are a serious organisation that could bring added value to the management of the club.

  • The club can’t allow specific stakeholders to be represented on the board, as legally, the board is there to represent all shareholders, not just fans or a small group of shareholders.

If that argument is taken to its logical conclusion, then no director would be allowed to have any shareholding. The key is a good balance on the board, between shareholders and non-shareholders, executive and non-executive, and so on. It is standard practice to ensure that companies have a balanced board to ensure decisions are made in the best possible interests of the company, rather than the interests of one group. Independent directors also bring the skills and experience from whatever walk of life they have operated in to the benefit of the club. In addition, the best interests of shareholders are served by a solvent company. That means more people coming into the club as customers. Arguably, a better dialogue between club and supporters could have this effect.

  • The Trust doesn’t have any shares, or doesn’t own enough to justify board membership. Alternatively, the Trust hasn’t put in as much money as other directors.

The arguments above suffice again here – Trusts not having a shareholding could be seen as a benefit, rather than hindrance. Or, Trusts can argue they represent the supporters, who contribute a significant proportion of the club’s finances every year.

Strategies on the board

The two major objectives of a Supporters’ Trust are to acquire, and thereafter maximise, a shareholding within the club, and to obtain elected representation on the club’s board of directors. This may be a single directorship or may develop into a controlling interest in the club. This section is directed at those who have succeeded in getting at least one directorship.

The newly-elected board member will soon discover that every club situation is unique. The board may be under the total control of a single owner who has over 75 per cent of the shares. In a private limited company, this renders all other board members powerless other than through the goodwill of the owner, who is usually but not invariably the chairman. In these circumstances, board meetings may be infrequent, meaningless or both; but if the owner/chairman has the club at heart and has management skills, he or she will seek to involve other board members by a process of delegation of specific areas of responsibility. This creates a much healthier atmosphere than the arid dictatorship occasionally encountered.

Healthier still, in human terms if not financially, is the situation where no board member has a majority shareholding. This makes dialogue and consensus obligatory, and is likely to improve the quality of decision-making except where one rigid alliance holds control. In the more fluid situation, the newly-elected board member would be well advised to spend the first few weeks making and building positive and constructive relationships with fellow directors. This should include ascertaining their specific areas of interest and expertise, and establishing areas of common ground for future co-operation. One director may be particularly keen on youth development, another on commercial issues, and so on. The Supporters’ Trust will have views on all areas of the club’s life, and it is their representative’s duty to express and promote these views within the board. At the same time, it needs to be remembered that the representative also has the duty to convey the views of the board to the supporters, and thereby promote two-way communication. The representative must earn respect and credibility both within the Trust and within the board, if he or she is to function effectively; and this requires interpersonal skills as well as knowledge, commitment and expertise. You must be a good listener as well as a talker, and give due weight to views other than your own.

So far we have used the word ‘representative’, and it is important to observe the distinction between representative and delegate. A delegate, at worst, is a mere mouthpiece for the views of others. A Company Director should never be only that, because he or she has a legal duty to use their judgment to promote whatever is best for the company. Also, a mere mouthpiece is never likely to earn or acquire the respect of fellow directors, and hence become effective. Sometimes it will be necessary to stick to a principle even at the cost of personal popularity, whether with the other directors or with Trust members. But short-term unpopularity can become long-term respect if the representative makes sure to explain and justify the stance adopted in terms of its benefit to the football club. Populism is not enough.

In the long term, this turns out to be a process of mutual education for the board and the fans, dismantling the shallow and easy prejudices which each may have had for each other when there was no proper process of communication. Boardroom snobbery should be an early casualty of this process, though this depends on the intelligence and calibre of other directors. Equally, supporters should be given the opportunity in regular open meetings to learn in detail about the constraints under which the board operates. Fans may wish to see the team improved, but not at the cost of the club’s solvency and stability. A board and supporter body educated in this way will find it much easier to work in constructive partnership than before.

An elected director will, of course, find it easier to operate effectively if he or she has a colleague who can be relied upon to second any proposition. The lone elected director will have to forge a variety of alliances with others on particular subjects if the views of the Trust are to be taken on board by the club.
It is above all essential that an elected director never forgets where he or she has come from. The oft-repeated story of the director seduced by boardroom status and privileges is unfortunately true in some cases. To avoid this happening – or appearing to happen – it is essential that an elected director holds regular open meetings with the fans. Also, especially on matchdays, it is crucial for the director to balance time spent with fellow directors and with supporters, before, during and after the game. Matchday behaviour is highly visible, so you will neglect this at your peril. To spend all one’s time with supporters is to neglect important informal discussions in the boardroom that often lead to decisions, so it is your duty to be there (appropriately dressed). But to be there all the time is equally unwise and will soon lead to widespread adverse comment.

Confidentiality is a key issue, and one that often causes traditional directors to fear or resist the concept of elected supporters’ representatives. This fear is largely groundless, as the intellectual and professional calibre to be found within the supporter base of any club, whether large or small, substantially exceeds that which exists in the boardroom. But of course the pressure for disclosure on the fans’ representative is greater. It is never legitimate to discuss players’ wages and contracts, or impending transfers in or out, in public; but issues of general policy or the club’s overall budget are, and should be, common currency. There are grey areas, and if you are ever in doubt, please do not hesitate to contact Supporters Direct.
It may occasionally be necessary to use the local press or media to highlight matters of principle or the mass view of supporters if the board prove totally unreceptive. This should, however, only ever be pursued as a last resort where all available internal methods of negotiation have been tried and failed.

The role of the elected director is, in the words of the Prayer Book, an ‘honourable estate’, and if carried out effectively and with integrity will have a beneficial effect stretching to all concerns of the club. These benefits should be equally apparent to directors and supporters alike. Here are a few suggestions which, while not relevant in every case, are worth considering by any newly-elected director.

You should add value to the board. Identify and make available to them your own areas of expertise. You may be pleasantly surprised at how much responsibility you are given on the board’s behalf. Areas of particular interest and relevance to supporters might include equal opportunities, anti-racism, access for disabled supporters, and Football in the Community. These represent whole areas of the club’s life which often attract very little interest from traditional directors, but which can bind the club into its community and thus reposition and enhance its public profile to the benefit of all, as well as recruiting a new generation of fans.

Every club, large and small, has an army of staff and volunteers who, for decades in many cases, have given their time free or at a pittance to facilitate matchday organisation simply for the love of the club. They are frequently ignored or taken for granted by the directors. Everyone likes their efforts to be appreciated, so spend some time every matchday with stewards, programme sellers, etc. and make sure they know their contribution is valued by the club. Travel to away games can be an issue. You may be given the opportunity to travel on the team coach, but may be reluctant to be thought to be accepting ‘freebies’. Do not reject this opportunity. It is important that the players and the manager know that the supporters’ representative is an important figure in the club, and it will help you to get player guests to come to Trust meetings and functions if you get to know them personally. At the same time, do not trade on your position. Only go sometimes, and travel at least as often on the supporters’ coach, paying your way. The fans will appreciate the opportunities for the one-to-one discussions that this time provides.

With these and, no doubt, many other thoughts in mind, you will be an able and effective member of the Trust and the club. It may take up 10-20 hours a week of your own voluntary time, but you will enjoy it, and the genuine appreciation you receive will keep you going when tired or jaded.

You can read the Supporters Direct guidance for Directors of Supporter Owned Clubs here.

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