The majority of resolutions being tabled are part of a concerted effort by the WRU Board to continue to update key elements of the WRU’s governance structure.
Whilst many of the special resolutions have been proposed to ‘tidy up’ and modernise the wording of the Articles of Association, there are also four resolutions which are expected to pique the interest of the membership and attract attention from interested observers outside the Union – all of which have been proposed by the WRU Board.
These are:
– to provide the Board with an option to appoint an additional Director as chair of the Board, if the Board determined that was necessary (NB Any such appointment would be in addition to other Board positions, and in the absence of such an appointment, the Board would elect the chair of the Board from members of the Board).
– to permit the WRU the ability to hold virtual general meetings, if that was determined necessary by the WRU’s Board of Directors
– that voting at annual general and district meetings be on the basis of ‘one Member, one vote’
– that the Chair of the Community Game Board is also appointed as a Director of the WRU and that any Council Member (whether a District or National Council Member) should be entitled to stand for election as Chair of the Community Game Board, rather than the position being limited to District Council Members as is currently the case
Each special resolution requires a majority of 75% of votes cast at the AGM to be approved.
“These changes are about updating and future proofing our governance structure, ensuring we can continue to thrive and lead by example whatever change in personnel or circumstance may occur – we need a contingency for every eventuality,” said WRU chair Rob Butcher, who has embarked on a recent ‘roadshow’ around member clubs and districts in order to explain the special resolutions and the Boards motivations for introducing them.
“We need to evolve, we need to have a plan and I am confident my fellow club members will see the absolute value in what we are proposing.
“These are critical times for Welsh rugby and I urge our members to do the right thing and empower their Board to be able to choose the best option to suit each future potential circumstance.”
Butcher was appointed chair of the WRU Board in November 2020 and despite the restrictions relating to Covid, recognised the need to continue to work through governance modernisation in Welsh rugby’s corridors of power.
He became the WRU’s fifth chairman of the professional era following Vernon Pugh QC, Glanmor Griffiths, David Pickering and Gareth Davies.
The first steps in governance modernisation were undertaken in 2018 when the WRU Board was reduced in number to 12 and the WRU Council was formed with its own responsibilities and accountabilities.
One significant change which will first be voted on at the 2022 AGM next week is close to Butcher’s heart.
“This is neither about me nor my fellow Board members,” added Butcher.
“Council members on our Board are immensely valued. I am one of those council members, I was first elected in 2015 and in chairing the Community Game Board and WRU Board I have been immersed in all aspects Welsh rugby ever since.
“I know I am surrounded by dedicated and dutiful people who care as passionately as I do about Welsh rugby’s future and will do all they can to promote and sustain it.
“But we are asking that we are also given the option to be able to find the right person to take up the role of chair from outside of our current Board membership, but – I stress – only if determined necessary by the Board itself in the future.
“If, at the relevant time, the Board believes that the skill set and experience that is required needs to be brought in from outside then we, as a Board collectively, would like the option to do so.
“If this change is accepted we will be able to recruit the right type of person, should we need to. In short a chair to look after the best interests of both the professional game and the community game, but also with the right skills to manage a complex £100m organisation to achieve its maximum potential.
“I strongly encourage our members to support making this change, if they do I know Welsh rugby won’t look back from this moment.”
WRU Chairman Rob Butcher and Aaron Bramwell of Neath.
The current Board consists of 12 Directors, namely:
– eight directors who have first been elected by members to the WRU Council (two of which are National Council Members who have been elected to the WRU Council by Members and six District Council Members who have been elected to the WRU Council by their respective WRU districts)
– three Independent Non-Executive Directors (INEDs, namely Henry Engelhardt; Cat Read and the chair of the Professional Rugby Board (currently Malcolm Wall)), and
– the WRU CEO (Steve Phillips).
If the change described above is approved by members at the 2022 AGM, this would allow the WRU Board to appoint a fourth Independent Non-Executive Director, taking the total number on the Board to 13, and appoint this individual as chair. The change would also allow the Board to elect the chair of the Board from any member of the Board in the absence of any such additional appointment.
The governance modernisation described would see the WRU lead by example for Sports Governing Bodies in Wales in support of the Leadership and Governance Framework in Wales.
Whilst WRU chair Rob Butcher and his accompanying Board members are tabling all of the above resolutions, one additional special resolution has been proposed by Central Glamorgan Rugby Union.
This member resolution is:
– to amend the terms of office of Council Members from nine to twelve years
This special resolution is similar to the member resolution considered at the 2021 Annual General Meetings (which proposed that District Council Members’ terms of office be extended for an indefinite period), which was not approved by Members.
The WRU Board does not support the proposal to extend the terms of office of Council Members, as it considers that a maximum term of office of nine years is an appropriate period for those elected to a position within the WRU’s governance structure and should be retained at this time.
