The Newport County AFC Board of Directors wish to provide an open response to former Director Charlie Hopkins’ leaked Letter of Resignation.
The Board were disappointed to learn that the letter was distributed to a number of individuals outside of the Board, which is particularly disappointing given the significant progress the Club has made over recent months both on and off the field.
Provided below are detailed responses to the points raised.
New Governance Structure.
CH) I consider the new governance structure adopted on 28th September 2017 to be wholly at odds and fundamentally incompatible with the objectives of the Trust as set out in the Model Rules of the Trust.
NCAFC) We completely dispute this account as the proposed restructuring was presented and agreed, with amendments, following the Board meeting of the 28th September 2017. This change was consistent with the information provided to supporters at the open forum on the 27th July 2017. In addition, we worked closely with Supporters Direct in formulating and implementing the changes.
In support of the above please see details and correspondence, which was provided to Charlie Hopkins please see Email 1.
CH) The establishment of the “Club Group”, which now has sole responsibility for “all income generating aspects” of the Club, means that to all intents and purposes, effective control of the Club has now been formally transferred from the full Board of elected Directors to a group comprising 2 elected Directors and 2 unelected, Co-opted Directors. It is an Executive Board in all but name.
NCAFC) Please see Email 2, which confirms full involvement of all Board Members (including Charlie Hopkins) in finances and budget planning.
NCAFC) The aforementioned “Club Group”, Owners Board and Community Group Terms reference can be found here. These were agreed in a full board meeting on 28th September 2017. The original draft was submitted by former Trust Chairman Malcolm Temple in April 2017 and evolved several months considering all input.
CH) The remaining 3 elected Directors (now that Malcolm Temple has also effectively been forced to resign), and any further Directors that might be elected in the forthcoming elections, will serve on the “Community Group”, which will be almost solely concerned with generating income from the Trust and building the membership of such. Whilst this is clearly an important task, as important is that all Board members should be fully informed and involved in decisions that affect the running and future of the Club.
NCAFC) The Terms of Reference clearly show that the “Club Group” is accountable to the Owners Board and operates through the parameters set within.
The whole thrust behind the change of the Governance structure was a recognition that the Trust model had not developed to meet its full opportunity as the focus had been on the running of the Club.
By separating the Governance it will allow focus to be applied on all areas of the model and facilitate a better and more even distribution of the work load between Directors.
CH) Given the sweeping nature of the changes to the structure and of the control of the Trust and Club, together with the implications which this has for accountability (or the lack of), transparency and democratic control by the members, this change should have been explained in full and approved by the full membership of the Trust by way of an EGM/AGM.
NCAFC) The advice provided by Supporters Direct was to the contrary. It should also be noted that the Trust has shared a variation of this Governance from the very outset of its ownership going back to July 2015.
It was also shared at the last supporters meeting on the 27th July 2017, as relayed above.
CH) I have set out my concerns on these matters in a detailed Memo dated 30th August 2017, circulated to all members of the Board, and do not propose to repeat them here. I have yet to be provided with minutes or any feedback of the full Board meeting of 28th September 2017 where the new structure was apparently approved.
NCAFC) The Board has been discussing a new Governance structure for a significant amount of time. In fact majority of the Board were of the view that agreement had been reached previously.
However, given the observations made by two Directors it was agreed to hold a full Board meeting at the end of September with all the papers sent to facilitate the discussion and lead to a vote.
Unfortunately, in advance of that Board meeting the two Directors who made the observations, one resigned and the other unable to make the meeting due to other commitments.
At that meeting all other Board members discussed all the papers that had been circulated including those mentioned above. The Board was unanimous in its agreement to adopt the new Governance Structure.
It is correct that the Minutes for said Board meeting have not yet been issued, purely down to time. This will be rectified this week.
The Club Board
CH) The operation of the Club Board is of particular concern. To date I have not been provided with any documentation relating to its inaugural meeting held in August 2017, despite requesting such, nor has any information been provided of any subsequent meetings. I am in little doubt that this situation will continue with the majority of elected Directors being deliberately kept in the dark by the Club Board, despite elected Directors continuing to carry full financial responsibilities for the Club. Apart from one spreadsheet I have received no financial details whatsoever since July 2017. It is worth mentioning at this point that at the time of writing neither Mark Crook who was co-opted in January 2017, nor Peter Madigan are recorded as being registered as Directors at Companies House.
NCAFC) Given the observations made by two Directors the Club Group has only had one full meeting. It should be noted that the one meeting ran over initially and the group met again to complete the business.
In advance of the Full Board meeting at the end of September all Directors received all the papers.
It should also be noted that both Mark Crook and Peter Madigan have been registered as Directors with the EFL and have conducted an Owners & Directors Test. On the Companies House comment this is merely an oversight and is being rectified by Club Officials.
CH) Additionally I consider the presence of Peter Madigan and Mark Crook on the Club Board to be wholly at odds with the objectives of the Trust. You will recall that earlier in the year Mark Crook, on behalf of himself and Peter Madigan, offered to buy a majority shareholding of the Trust for a derisory sum, which was unacceptable to the majority of the Board. There is, on the face of it, a clear conflict of interest between their stated position as seeking to obtain a personal majority shareholding of the Club and that of Directors of a supporters’ owned Club.
NCAFC) Again, Supporters advice was taken on the terms of reference. This Is covered in the first paragraph.
CH) There is also my concern (and other Directors) as to the process by which Peter Madigan was co-opted onto the Board. Whilst his co-option had been previously discussed by the Board, the Board adopted a written co-option policy at the Board meeting held on 12th July 2017. This policy set out a clear process which should be followed.
On 27th July 2017 at an open supporters’ meeting Shaun Johnson announced publicly that Peter Madigan had been co-opted onto the Board of Directors. This was without any authorisation or approval of the Board, or without going through the adopted co-option policy. In my view this was, and remains, unacceptable and a clear breach of the Directors’ Code of Conduct, but far from being sanctioned or disciplined for such blatant disregard of adopted policy and placing fellow Directors in an embarrassing and impossible situation, Shaun Johnson has apparently been rewarded for his efforts by being appointed acting Chairman.
NCAFC) The Co-option of Peter Madigan has been a topic of discussion at a number of meetings. The majority of the Board supported the decision for the co-option, minus two Directors and thus majority vote carried.
It is reasonable to say that there were lessons from the co-option approach adopted on this occasion.
However, the majority of the Board who supported the co-option recognised that the process has to be balanced against the benefits from bringing someone on board.
Standards of Behaviour
CH) The Board has incorporated the Supporters Direct Code of Conduct into its Rules and Regulations. Amongst other things the Code sets out expected standards of behaviour for Directors. These include treating people politely, fairly, and with respect, listening to the views of colleagues with an open mind and not resorting to behaviour that could be considered aggressive or intimidating.
NCAFC) A Disciplinary Policy was agreed by all members of the Board at the meeting on the 12th July 2017.
CH) As I have learnt somewhat painfully from direct experience this Code is simply ignored by Gavin Foxall in particular, but also by Mark Crook and Shaun Johnson. Any differing point of view is treated as a direct, personal challenge and met with downright hostility and rudeness. My professional integrity has been questioned on numerous occasions, despite my satisfactorily resolving any number of legal challenges to the Club.
NCAFC) The individuals mentioned firmly reject the comments above and are somewhat puzzled by them as CH has not been at any meeting since the code was adopted at the Board on the 12th July 2017.
It should be noted that there will be tensions on any Board and ours has not been any different.
CH) I have found myself deliberately excluded by Gavin Foxall from negotiations with the WRU over the terms and conditions of the Rodney Park improvements, despite the involvement of the WRU’s Head of Legal Affairs. To date I have absolutely no idea where things stand in this respect. Such behaviour cannot be in the best interests of the Club.
NCAFC) There have been four meetings with the WRU and these were:
- 20th April 2017 attended by Charlie Hopkins and Gavin Foxall
- 9th May 2017 attended by Alex Tunbridge (CEO)
- 13th June 2017 attended by Neil Collier and Gavin Foxall
- 14th July 2017 attended by Gavin Foxall and Alex Tunbridge (CEO)
The Board have also been kept fully engaged with discussions at both the June, July and September Boards.
CH) The full Board itself has been excluded from any number of vital decisions which affect the long term financial interests of the Club. For example, the terms and conditions under which Mike Flynn and his management team were appointed remain undisclosed to the Board despite requests. These terms and conditions were agreed by Gavin Foxall without any approval or authorisation of the Board. Furthermore, despite requesting that my concerns be minuted following the May 2017 Board meeting, such concerns remain unrecorded. The minutes of Board meetings in general fail to accurately record proceedings, giving a wholly distorted view of events.
NCAFC) This is inaccurate. Gavin Foxall was asked to engage with Mike Flynn by the Board in the meeting in April 2017. He duly did so.
It is true that CH felt the request for Gavin Foxall to engage was not approval to reach an agreement. Gavin Foxall and other Board members had a differing view, especially given the fact we needed to move at pace give the great escape achieved by Michael
CH) The Club is run along the lines of a one party state with Gavin Foxall at the helm, aided and abetted by Shaun Johnson and Mark Crook. Anything which Directors wish to communicate to the membership or press has to have Gavin Foxall’s personal approval. He controls practically every aspect of the Club’s operations from finances to players’ contracts to internal staff matters. I note that he has now assumed the title of Club Chairman. Once again, this was at no time approved by the full Board or Trust membership. This autocratic approach can have no place in a supporter owned Football League Club.
NCAFC) The terms of reference for the club group, chaired by Gavin Foxall covers all the elements mentioned above. That is its purpose and thus it is inevitable he is involved in a large part of the club business.
There is a mechanism for sign off for any communications. This is generally Club Board in conjunction with the CEO.
At the inaugural Board Meeting, in July 2016 Malcom Temple was elected as Chairman of the Trust and Gavin Foxall Chairman of Operations. The position of Chairman of Operations is the same role under the Club Group and thus has not changed from the original appointment.
Finally, the Directors recognise that they may not have always got everything right however, they have always acted in the best interests of the Club
The Club will be holding an Open Supporters Meeting tonight at planned in the Bisley Suite at Rodney Parade from 7pm-9pm which will be hosted by CEO Alex Tunbridge and Interim Trust Chairman Shaun Johnson who will provide an update on Club Operations and the Trust. For more information click here.