A significant overhaul of Club and Trust Structure and board make-up is needed
A proposal by the originators and organisers of the Plough Lane Bond
We are delighted that the construction of Plough Lane is proceeding on schedule and looking forward to the challenges of the 2020-21 season, hopefully including having fans attending matches when this is permitted. We pay tribute to the hard work of club officials, DT Board members, contractors and volunteers who have worked to keep everything on track in these challenging times.
Now that the stadium funding has been secured by a combination of the Plough Lane Bond, Nick Robertson’s investment and the short-term bridging loan, the club and Trust face twin challenges:
- Re-financing in the short and medium term
- Overhauling the structure of the club, Trust and plc Boards to ensure operational excellence and accountable oversight are in place for AFC Wimbledon back at Plough Lane.
We welcome the Dons Trust Board’s attempts to explore potential alterations to the current confused structure of three boards and various levels of voting rights, but we believe now is the time for a clear and radical change to ensure fan-ownership is enshrined as the inviolable core tent of AFC Wimbledon’s raison d’être, while providing a structure fit for purpose that will enable the club, Trust and stadium to grow and be more successful.
There is also an urgent need for better operational resource at board level.
We have seen the suggested manifesto pledges in advance of the autumn election – some of us contributed to aspects of this and will be taking part in the discussions those fans have set up. We also read recent clarification of the stance of current DT Board members on the idea of selling further levels of control or shares.
[NOTE – this summary of board members’ views is currently only an document for download in the Trust Forum, but the Dons Trust Chair said on 5th July these statements would be put on the Trust website “by the end of the week’ – we cannot currently see them on there but in the interest of all fans being able to read them we think this needs to happen]
We believe our proposed new structure would work as a framework that underpins healthy elections in the future and allows further debate about who should sit on the DT Board and how they are accountable, as well as how fans’ views are consulted and included in club and Trust decisions. That is, we believe this new format would provide a structure than underpins core Trust and club principles while continuing to allow a plurality of debate and opinions. The structural change will serve to provide a platform for a range of views, of which the fan manifesto pledges could be one example. There needs to be change and there needs to be debate.
When we proposed, launched and ran the Plough Lane Bond we had many discussions with fans and bondholders who were explicitly clear that once the short-term funding shortfall had been addressed they wanted to see changes to the way the club and Trust operated and were held accountable to fans and members. We have therefore produced these initial proposals in conjunction with Dave Boyle, former chief executive of Supporters Direct who has subsequently provided governance, funding and structural advice to over 100 voluntary community sector enterprises.
Our core proposal is as follows:
- It is not advisable to simply slide the DT shareholding of a subsidiary operating company down from 75% to 50%+1.
- A 50%+1 ownership model would not be protected under UK company law in the same way as it is in the German system and the minority shareholder rights could potentially be in conflict with the DT’s overall aims – ie selling off further tranches under the existing system could potentially be a slippery slope.
- The core concern for governance and ethos is to enshrine majority fan control as the bedrock of our club structure and to cement fan ownership as the cornerstone of our ethos now and in the future.
- At the same time, the club, Trust and fanbase need to be set-up in a way that will allow future investment, providing an efficient capital structure, whether through debt or equity, in order to support the growth of the club and stadium over time. We need a structure that can allow this to happen without jeopardising the ownership structure and accountability.
- The Trust and club entities require strong boards which provide democratic accountability as well as the skill-sets and experience required on an operational basis.
- We propose that rather than using this current review process to tinker around the edges with how the DT, AFCW Plc and AFCW Ltd are set up (eg allowing a small sale of a further tranche of shares initially and then review again in future) now is the time for a change to a new structure which enshrines fan control and ownership in a way that takes any future threats to this core tenet off the table.
- This new structure will also enable fundraising through both debt and equity to be undertaken in the future, without needing a further round of debates or votes, since the core tenets will be protected better in this structure than under a slow erosion of the DT’s share ownership in the current AFCW Plc structure. It will be future-proofed.
- This new structure will also include a complete overhaul of the oversight board (DT Board) and operational board (AFCW Plc board), with the AFCW Ltd “board” becoming a working group within that framework – a two board structure (one operational, one oversight) to match the way most German clubs are set-up. These boards should also include all aspects of wider club and community activity, including the Foundation, the Ladies and other volunteer work to ensure we act as one club and one entity in everything we provide in Merton and beyond.
- We believe that the best system to achieve this is to reconfigure the Dons Trust’s shareholding in AFCW Plc as steward ownership under an organisation like The Purpose Foundation. This would enshrine the core tenet of “steward ownership”, which in our case is ownership by the members of the reconstituted Dons Trust. Further details will follow.
- This change needs to be addressed urgently and should form the focus of the incoming DT Board members after the autumn elections with a view to the following elections being the first under the new structure. We suggest it might be sensible for reforming candidates to stand for election this time on a short-term ticket to effect this change and then resign.
We will publish Dave Boyle’s outline proposal for the role of The Purpose Foundation later this week, which includes a new structure for the club and Trust and we will be following up with more detail in due course. We would welcome the chance to present this proposal in more detail to the club, Trust Board and to members as part of the structural review process that we believe is ongoing and needs to be resolved as soon as is feasible. We note from the June DT Board minutes published last week that the club and Trust will be considering proposals for board restructuring in an Imperial college report – this foundational underpinning could take place alongside and support potential board change considerations.
We always said that solving the short-term funding shortfall was only stage one. Fans and Trust members now need to ensure that the club and Trust and the respective boards and structures are set up to facilitate successful operation in the future while safeguarding the steward ownership that secures fan control in perpetuity:
Fund and build the stadium
Create time and space for change
Comments are welcomed below and we will also post our proposals in the new Dons Trust members forum.