JUNE UPDATE

Lewes Football Club: Governance Review and Director Term Limits

Background
At the club’s AGM on 22nd November 2021, our owners voted in favour of the following resolution:
“The AGM notes the advice from the Football Supporters Association that the club rules and side policies are in need of review. The AGM notes that the board intends to take up the offer from the FSA of a governance review and that a report will be made to members at a general meeting in advance of the next AGM.”

In presenting this item, the Board noted that one of the key issues related to Director term limits. The original Lewes Community Football Club Ltd (LCFC) rules, instituted at LCFC’s formation in 2010, that used the recommended template from Supporters Direct, did not include term limits for directors. When those rules were revised in 2014, in order to facilitate fundraising from owners for construction of the club’s 3G training facility, various side policies were adopted. One of these, the Board Membership & Conduct Policy, introduced term limits for directors, through this clause:
5.8 No person can be a member of the Board: […]
5.8.2 who has been a member of the Board for 12 consecutive years

Two current directors, Charlie Dobres and Ed Ramsden, joined the Board on LCFC’s formation, on 8th July 2010. The club rules, as currently constituted, prevent Dobres and Ramsden from continuing in their roles as directors beyond 7th July 2022, 12 years since they first became Directors on 8th July 2010.

The FSA’s governance review is now complete, but we wanted to update owners on the specific term limits point as soon as possible. The Owner Town Hall scheduled for 21st June 2022 will focus on the governance review and director term limits.

Term Limits
The Board thinks that term limits are important to avoid institutions becoming dependent on, or controlled by, a small number of individuals. Charlie Dobres and Ed Ramsden will both therefore resign as directors of LCFC and its subsidiaries on 30th June 2022, in accordance with the club statutes, ensuring the club’s continued commitment to exemplary governance and transparency.
There is then a question of whether Directors reaching term limits should be permitted to stand for election to the LCFC board in the future, should they ever want to do so. This question now needs to be considered and decided upon by all Owners in terms of good governance, irrespective of the people currently affected by term limits. Other Directors will also begin to hit the twelve-year mark going forwards.

Consultation process (closing date: 31st August, 2022)
The Board would like Owners’ views, either at the forthcoming Owner Town Hall, or in writing to biram@lewesfc.com, or via the Owner App ‘Your Voice‘ section, on points including:

– Do you agree with having term limits?
– If so, is 12 years (four consecutive terms of office) the right period. Do you think this period should be a different length?
– Should directors who have reached their term limit be allowed to stand for election to the Board at a future AGM?
– If so, should there be a “Time out” period, e.g., such a director couldn’t stand for election in the same year that they came off the Board or within a set number of months or years, for example. How long should that “Time out” period be?

Many owners will be aware that the two resigning directors have made significant financial contributions to the club over the years, and that the club, for now, still typically runs at a financial deficit. In order to minimise the club’s financial risk, Dobres and Ramsden have created an “endowment fund” for the club on their departure from the Board, which is to be used by the ongoing Board, and future Boards, to backstop any financial shortfalls and increase financial sustainability. The Board have been aware of this endowment fund since February, and it is now integral to the club’s financial planning. For clarity, the club remains completely debt free.
With your input, we can arrive at the best solution for this question of term limits.

Thanks.

Lewes Football Club, Board of Directors.

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