Rule 9.4 of the Rules of the RFU
Call for SGM (November 2024)
Bill SweeneyRugby Football Union200 Whitton Road
Twickenham
Middlesex
TW2 7BA
Dear Bill,
The publication of Annual Report (2023/24), including the Remuneration Committee report in respect of the remuneration of the senior leadership within the RFU has received a large amount of sustained negative reaction across stakeholders throughout the game. The financial aspects reported (including but not limited to the loss made in the year and the remuneration of senior leadership, against a backdrop of staff redundancies) has given rise to increasing media coverage. In addition, we are of the belief that Council was only provided the report around an hour ahead of the meeting at which it was to be discussed, raising significant concerns around good governance and effective checks and balances being in place within the RFU governance structures. We note the President of the RFU being concerned that much of this noise is attributable to "media spinning" and "clickbait"; as such, and noting that a perception of shortcomings can often be as fatal as actual shortcomings, we consider that there is an urgent need for the RFU to be open, honest and transparent with its Members at the earliest possible opportunity to engage with them directly and to allow full discussion and understanding of the facts and circumstances, and to ensure that Members concerns are addressed.
As such, in accordance with Rule 9.4 of the Rules of the RFU, the below [X] Members, in excess of the one hundred such Members required under the Rule, require the Chief Executive to convene a Special General Meeting of the RFU, in line with the provisions of Rule 9.5 (with respect to notice of such meeting and the time period in which such notice must be given), with such venue, date and time chosen to best maximise the ability of Members to engage with the Special General Meeting. As required under Rule 9.4, the specific resolution to be moved (in 3 parts) is as follows:
The Special General Meeting notes the explanations and information provided to it in respect of the concerns it has set out in calling for this Special General Meeting.
The Special General Meeting resolves that the RFU Council initiates an independent review as requested by this Special General Meeting to examine the development, decision-making, implementation, impact, communication (including media reaction) and governance processes in relation to Executive Pay and Remuneration, inclusive of the Long-Term Incentive Payments ("LTIP") scheme offered to Executive Directors of the RFU, since 2021 and to report back to Members of the RFU at a Special General Meeting to be held no later than 31st March 2025.
The terms of the independent review, incorporating the above aspects, should be agreed by a panel of RFU Council members and Members of the RFU (hereafter the "Reviewers"), such Reviewers to be appointed by this Special General Meeting. Such Reviewers should then remain responsible for, and directly oversee (as opposed to any existing RFU governance body or structure), the independent review requested in #2 to ensure perceived and actual independence.
Yours sincerely,
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