The plan draws on current business practice, research and policy development carried out by supporter organisations, and the expert advice of a number of our members and supporters who have experience in governance, business and the legal field. The result is a plan that will give fans a genuine voice in the boardroom.
The plan we are sharing today is a plan for lasting structural reform, not a simply a reaction to recent events. So it is important to stress that these proposals represent an overdue blueprint for fan involvement in governance that stands regardless of current opinion about the Club’s present Board or ownership. We know there will be those who say the time for talking with the Club has gone. Our response is that it is our responsibility to engage with whoever runs our Club to seek the best outcome for our Club.
We have arrived at a plan that we believe builds on the general principles outlined in our filmed Open Letter to the Board – now viewed by more than 250,000 people and gathering backing from leading Spurs-supporting figures in sport, politics and entertainment – and our Fans and Football First campaign. The invaluable help of our expert members has allowed us to develop and stress-test these proposals.
The plan is detailed below, and has been submitted to the Club’s Chairman, Daniel Levy, with a view to adopting a new structure at THFC. We are open to genuine discussion of our plan, which builds on the initial proposals set out by the Club on 11 May.
It’s important to stress that any reform of football governance, at Club or whole game level, is dependent on the final report from the review that will be written by Tracey Crouch MP. That report is scheduled to make its recommendations in October, and will establish a baseline for governance. Any changes made at Tottenham Hotspur will need to meet the minimum standards required by the report. There will be, however, nothing to stop clubs implementing schemes that deliver above the minimum.
Our hope is that we can agree with the Club a scheme that sets the standard for supporter engagement and delivers real influence for fans in the Club’s decision-making process. We don’t seek a dominant voice, but we do want real influence for supporters, not an advisory role that can be ignored when it suits whoever owns the Club.
We now await, and will report back on, any initial response from the Club. We said we would discuss the detail of any plans for reform with the Club without conducting a running commentary, and that remains our position. Having clearly set out our proposals, we hope to advance discussions with the Club as we continue to work alongside the government review. We’ve also said there will be no secret deals and that the decision on whether to back whatever the final set of proposals are for reform at THFC will be one taken by our membership. That also remains our position.
Our submission to THFC is set out below.
"We note and welcome the proposals for future fan engagement at Board level at THFC set out by the Club in its statement of 11 May 2021 and, in particular, its stated desire for any future structure at our Club to set the standard for the game. We have taken the time to research the issues and consult with a number of our members who have expertise in the fields of corporate governance, business and law, and we wanted to set out how we think your initial ideas can be built upon for the benefit of all of us.
THST welcomes the commitment to introduce fan representation at Board level. However, we believe the Club’s initial proposals need refinement before they can be said to deliver genuine fan representation or set a benchmark. It is worth noting that the Club’s proposal does not specify which Board this representation is to be on, and also that the current structure of governance at the Club may be required to change as a result of the Government’s fan-led review. A mechanism would need to be introduced that required the main Board to approve decisions taken by any subsidiary companies.
When fans talk about representation at board level, they mean representation on a board that takes strategic decisions about the direction of the football club, and the ability to influence what is taken into account when making decisions. The current structure of THFC does not provide a clear picture of how various parts of the business are linked together, and we believe greater clarity in the structure and ownership of THFC is a prerequisite for any improved system of governance.
It is our belief that the football club, the stadium, the training ground, and commercial operations directly connected with the football club are the areas on which supporters seek to have a voice, and that one Executive Board – with independent Non-Executive Directors and a Fan Director – should be responsible for decisions relating to those areas.
The question that must be asked in relation to any proposals is “would these changes have prevented club hierarchies from signing up in secret to a European Super League or similar initiative?”. We appreciate and understand that commercial confidentiality must apply to some conversations. Our proposal to establish a two-tier structure of a new Executive Board plus a Supervisory Board directly addresses this issue.
Members of both Boards would be subject to confidentiality in the necessary circumstances, but the requirement for the Executive Board to seek approval from the Supervisory Board for general principles would prevent a repeat of a situation in which the Executive Board pursued a course of action that is not backed by the fan base. If Directors, including Fan Directors, are required to act in the best interests of the Club, they will not break confidences in a manner that would damage the Club, and if there are any transgressions there is ample provision under current company law to deal with offenders.
In addition, the inclusion of a Fan Director and two independent NEDs on the Executive Board, with legal responsibilities to prioritise the wider interests of supporters, would provide a further check and balance.
Having outlined some general principles, we will now clearly set out our detailed recommendations. We believe they build on THFC's original proposals, and if adopted would embed robust fan representation at Tottenham Hotspur Football Club. The Government review will set the baseline for future fan engagement across the game, and so it’s important to emphasise that we are aware any agreement will need to meet the standards that review sets down when it delivers its final recommendations in October.
Our hope is to agree, with you, an in-principle framework that can subsequently be put to Trust members for approval. This would then form the basis for any final implementation of a representative structure following the Government review.
Club Executive Board representation
Our suggestion is to reconstitute the current main Club Board to include the addition of three Non-Executive Directors, two independent and one nominated and elected by a fans’ Supervisory Board (SB). We think the INEDs and Fan Director (FD) should be legally required to prioritise the long-term sustainable interests of the football club and its fans ahead of the shareholders in the event of a conflict. The INEDs and FD would have the same status as other members of the Board. We are also suggesting the Club’s articles of association should be updated to recognise the main Executive Board as the sole authority on matters associated with the football club, the stadium, the training ground, and commercial operations directly connected with the football club.
Under this arrangement, our proposal is for the agreement of the SB to be required for any decisions on a number of nominated issues. We are suggesting that the following issues should come under this initial list, but that the Club Executive Board or Supervisory Board should have the right to add issues if a majority vote of both Boards decides to do so.
- Name of the Club
- Location of the Club stadium
- Club colours and crest
- Competitions the Club plays in
- Location of competitive home games
- Sale of physical tangible assets such as stadium or training ground
- Changes to the Club’s articles of association or legal structure
- Dividend policy
- Strategic plan
We’d like to see the status and powers outlined above included in the Club’s articles of association, in the section detailing powers of Directors, so that the status of INEDs and the FD is established legally. The Club’s articles of association should also be revised to include and formally underpin the specific right of supporters to prior consultation. The positions created should be subject to rolling fixed terms, staggered to ensure continuity of service.
On the subject of eligibility for nomination as a NED, we do not think members of the current Board of THFC or members of the Board of THST should be eligible for nomination.
The Club has proposed a Club Advisory Panel to operate alongside the Club Executive Board. We would like to see such a body given more than a merely advisory role. Our proposal is for the establishment of a Supervisory Board (SB) that operates in conjunction with the main Executive Board. The Supervisory Board’s position would be enshrined in the Club’s articles of association and would adhere to a contractual agreement specifying terms of reference, code of conduct for members and diversity of representation. The operation of the SB could be subject to review by the football regulator we hope the Government will establish as a result of the fan-led review.
We are sure you will agree that the composition of the SB should reflect the diversity of the fan base. Our suggestion is that diversity takes into account membership relationship to THFC (i.e. ticket status, membership of an Official Supporters’ Club) and demographic group (i.e. gender, race, sexuality, disability). The SB should be of a manageable size, we advise no bigger than 11 strong, with THST taking three seats on the basis of being the largest independent group with the most fully-rounded, rather than sectional, remit. The SB would elect its own chair, and also separately elect the Fan Director on the Club’s main Executive Board from its membership. If no suitable candidate for FD can be found on the SB, the SB could invite nominations and conduct a selection process. Requiring the FD to have the endorsement of the SB in order to take up position would help to give the role legitimacy in the eyes of the wider fan base.
We think SB decisions should require the endorsement of a majority of the SB, and that members of the SB should serve a fixed term. The majority consent of the SB should be required to endorse any decision made by the Club Executive Board on the agreed list of nominated issues.
We’d also like to see the Club’s articles of association updated to formally and contractually recognise THST as the independent supporter organisation at the Club.
We are proposing an equity access scheme to generate funds and to give fans a greater financial stake in the Club. The formal constitution of the Club’s new governance structure would include a specific commitment to establish such a scheme, and to enshrine the right to share ownership for all supporters. We recognise you expressed doubts about such a scheme when we first discussed it, so one of the first tasks of the new structure could be to examine the viability of such a scheme.
Finally, as a gesture of good faith, we are asking the owners of THFC to make an explicit commitment to cover any costs arising from the creation of and withdrawal from the European Super League from their own funds, and to show clearly that Tottenham Hotspur Limited or any of its subsidiary companies have not been subject to any cost as a result of the creation of and withdrawal from the ESL.
We believe the proposals we have set out here give supporters real influence on the Club’s decision-making process, balance rights and responsibilities, and can be implemented without restricting the Club’s ability to operate effectively as a sporting institution or a business. They could set the standard for football – an aim we are sure we’d all support. The proposals put fans and football first, at the heart of something that is a sporting institution above all else."
22 June 2021