The Board of Directors
Board of Directors
All non-executive directors are subject to election by the RFL Council at the first opportunity after their appointment, and to re-election at regular intervals and at least every three years. Non-executive directors retire by rotation and may offer themselves for immediate re-election.
The Board undertakes a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors. This includes a review of whether each director continues to contribute effectively and demonstrate a commitment to the role (including commitment of time for Board and committee meetings and any other duties). The evaluation process is used constructively as a mechanism to improve Board effectiveness, maximise strengths and address areas of improvement.
Day to day management of the RFL is delegated to the management team under the leadership of the Chief Executive Officer. The Board of Directors receive written reports from every member of the senior management team at each Board meeting and may also request updates or attendance at Board meetings from an individual departmental manager if there are significant issues to discuss in a particular area.
Management of the business is organised through four areas:- Commercial, Compliance & Regulatory, On-Field Management and Participation, together with Central Services, which provides support to all areas.
Work on the strategic plans for the sport was continued in 2009, providing a road map for Rugby League over the next few years. These plans cover distinct areas of activity: the elite full-time competition, the semi-professional national competition, the community game and the international game. Over the next few years performance against these strategic plans will be closely monitored.
The Board has established three specific committees, each with defined terms of reference. Minutes of the meetings are circulated to and reviewed by the Board.
The Audit Committee
This consists of the three non-executive directors and the Chief Executive Officer. This Committee is chaired by Bob Stott, and normally meets once a year with representatives of the external auditors and is attended by the Director of Finance and Central Services when required. The Audit Committee will consider the Annual Report and Accounts before submission to RFL Council for approval and review accounting practices to ensure compliance with accounting standards. In addition it will appoint the external auditors, give consideration to the scope of past and future audits, deal with matters arising from the audit and review internal control procedures. All non-audit services provided by the Group’s auditors are considered by the Audit Committee Chairman and the Chief Executive Officer and are reviewed by the Audit Committee where expenditure is above a set limit for this type of work.
The Remuneration Committee
The Board of Directors feel it is important to benchmark key staff against other businesses of similar size and against other sports governing bodies. To this end, the Remuneration Committee meets as appropriate under the chairmanship of Clare Morrow and also comprises Simon Johnson and Bob Stott. The Committee determines the terms and conditions of employment for executive directors and agrees the level of remuneration for senior managers whose earnings are in excess of the committee’s prescribed limit.
The Nominations Committee
The RFL believes that there should be a formal and transparent procedure for appointing new members to the Board of Directors. To this end the Board established a Nominations Committee which will lead the process for board appointments. This Committee is chaired by Brian Barwick and includes Bob Stott, Simon Johnson and Clare Morrow. The Committee is responsible for nominating candidates to fill board vacancies for the approval of the Board as and when they arise. Before considering any appointment, the balance of skills, knowledge and experience on the Board is evaluated and, in the light of this evaluation, a description of the role and capabilities required for a particular appointment is prepared. In addition full consideration is given to succession planning in the course of its work, taking into account the challenges and opportunities facing the company and what skills and expertise are therefore needed on the Board in the future as well as regularly reviewing the structure, size and composition (including skills, knowledge and experience) of the Board and making recommendations to the Board with regard to any changes.
Risk Management Control Committee
The RFL have had a Risk Management Control Group for a number of years. This group has reported into the Board since its inception, but in 2013 the Board decided that this group should be a formal Committee of the RFL Board to further demonstrate the Board’s commitment to risk. The Committee is chaired by Bob Stott and also includes the RFL’s Company Secretary and Director of Finance and Central Services, Sue Allan; the RFL’s Legal and Compliance Officer, Robert Hicks; an external risk specialist from the RFL’s insurance brokers, Bartlett & Company; and an external insurance specialist, also from Bartlett & Company. The Committee reviews the risks of the business and investigates appropriate responses to the identified risks.