Following on from the Dons Trust SGM held on Thursday 13 October 2022, where we published and discussed proposals for a new governance structure for the club, we conducted a ‘temperature test’ giving members the opportunity to tell us whether they agreed with the direction of travel. Some 584 members replied and, with 79.58 per cent of respondents in favour, we held the first in a series of consultations yesterday (November 2) via Zoom, with members of the Dons Trust Board joined by DT members to discuss any issues and thoughts on the proposals so far.
We will now be hosting further consultations, as follows:
Online discussion part II
Monday 7 November | 18.30 – 20.00
Members of the Dons Trust Board will be taking part in a second discussion with members via Zoom.
You can register now at https://us06web.zoom.us/webinar/register/WN_oZ3TGsLqQmmNmXXQ4kgzGA
In-person chat in The Phoenix
Sunday 13 November | 12:00
Members of the Dons Trust Board will be hosting an informal, in-person drop-in style chat with members in The Phoenix at The Cherry Red Records Stadium. This will take place on Sunday 13 November, 12.00-14.00.
We are planning to send out more detailed surveys on the back of the discussions that take place. Dates TBC.
Finalised proposals published
Thursday 1 December
The finalised proposals will be published on thedonstrust.org and emailed/posted to DT members.
Dons Trust AGM
Monday 19 December (TBC)
We will be holding a vote at the Dons Trust AGM to ratify the finalised proposals.
In the meantime, since the publication of the DTB proposals, we have received a number of follow-up questions – whether via email, on ProBoards or on social media. We have now set up a dedicated section on ProBoards for registered users to discuss the proposals.
Further, we thought it might be useful to collate the questions received to date and publish answers to them in one place, which we have done here. We will be regularly adding new questions and answers below.
Q1. How many members would the new-look AFCW PLC need to be quorate?
A1. Good question. The current PLC board quorum is just two. With a larger board, that maybe should be rethought. We’d be interested in hearing what anyone thinks. In practical terms, monthly PLC board meetings have not taken place with so few members in attendance.
Q2. If fewer than three DTB members attend an AFCW PLC meeting, would they forfeit the blocking vote?
A2. It’s a good challenge, and requires some thought and discussion. We wouldn’t want to lose that right if, for example, one DTB member was ill and couldn’t make a meeting.
Q3. Wouldn’t it be sage to rotate the DTB members on the AFCW PLC so they don’t become susceptible to ‘groupthink’ over time?
A3. As of 28/10/2022, terms lengths are something we plan to discuss with the membership in due course. As it stands, the AFCW PLC board member term is three years, while the DTB member term is two years. We have seen arguments for marrying up the lengths of these terms, as well as bringing the terms of the PLC board members down . This is something we are looking to the membership to help decide.
Q4. The reporting lines from the AFCW PLC to the DTB don’t seem clear – how can the DTB provide proper oversight if AFCW PLC meetings are not reported back in full.
- The DTB members on the PLC would be charged with relaying back to the rest of the Dons Trust Board. Full, unredacted minutes from each PLC meeting will also be circulated to the DTB. Further, currently the wider DTB (non PLC members) are invited to observe PLS meetings – listening in online. The effectiveness of this process would be up for discussion by future boards,
Q5. There is no employee or volunteer representation on the AFCW PLC – how do we ensure their voices are heard?
A5. The club currently has a Volunteer Liaison Officer and a Head of HR, where volunteers and employees can informally or formally raise concerns. These can be fed upwards to the club Managing Director or Chair, and relayed to the PLC where appropriate.
Q6. How will AFCW PLC measure performance of key staff in absence of clearly defined KPIs, and how will the owners know this is being done?
A6. All club staff are subject to KPIs and regular performance appraisals. Details are HR sensitive and, as is standard practice, not shared outside the organisation.
Q7. Could the rationale for the four DTB Theme Groups be explained?
- The four groups were the result of extensive discussion among the current DT Board, and were devised to cover what the Board members perceive as the four main areas of work carried out by the Board. It may be the case that the Board’s work evolves, and that future Boards alter the line-up. One of the driving forces behind the creation of groups was to allow Board members to specialise in defined areas, and to improve continuity and reporting of progress on these areas at monthly meetings.
Q8. How do we plan to better represent minorities in the theme groups?
A8. The theme groups will be actively seeking to co-opt volunteers to cover areas in which they are lacking – whether that be in terms of representation or expertise.
Q9. Isn’t ‘Oversight’ something all the DTB should be involved in?
A9. The wider Dons Trust Board continue to provide oversight, but the Oversight Theme Group will be charged with focusing on specific issues between monthly meetings, and reporting back to the wider board.
Q10. Why isn’t ‘commercial’ a theme group?
A10. The operation of commercial activities at AFC Wimbledon is looked after by our new Managing Director (who joined on 1 November) and his team.
Q11. Futureproofing appointments and size of Boards: I think the current proposals need to be future proofed. We know who are on the boards right now but changes to those boards and changes to the set up need to be futureproofed so e.g. the PLC isn’t board isn’t “turkeys voting for Christmas”. My thought here is that we had two versions of Sam Hamman (the good owner and the one who sold the club form under us as there were no protections in place). We know all the current PLC members but unless there is a way to ensure there is a way to remove those Directors and to be involved in how they become Directors (e.g. at the moment they have to put themselves up for re-election at the longest term length of 3 years).
A11. This needs to be covered in more detail in the proposed Memorandum of Understanding and matched in the PLC’s Articles of Association. The position we have put forward is that the Dons Trust board makes all board-level appointments. This may need to be extended to ensure the DTB has a straightforward mechanism for removing directors should it be necessary.
Q12. Good governance determines you have an odd number of board members so for votes there will be an outcome rather than a tied vote with the chair having the casting vote. Having more than 10 people makes it difficult for a board to work efficiently and effectively. In the present proposals there is no stopping the PLC they wanting to be bigger – I would suggest any changes to the make up and size of the board needs to be a DTB decision.
A12. This needs to be covered in more detail in the proposed Memorandum of Understanding and matched in the PLC’s Articles of Association. The position we have put forward is that the Dons Trust board makes all board-level appointments.
Q13. The governance of the particular documents mentioned in the papers needs to be understood properly. The Articles of Association and the Trusts own Constitution are the two key documents. Any Memorandum of Understanding are not binding so ensuring those two documents are correct as in law and via companies house that is what will define what happens so whilst a MOU might help they should be treated that they are not binding and so should not contain anything that is important in setting out what and how things happen.
A13. We will ensure that the DT rules and the PLC rules match and support the relevant parts of any MoU. The MoU will go beyond what is required in law, and also lay out the expectations of how the boards will interact.
Q14. Restricted Actions – whilst there is a need to change them the appointments to Board and changes to board (as noted above) should be included in the things that the PLC is not entitled to discuss without DTB approval and changes to board (and offering PLC places) should go through the DT membership as they do now.
A14. This needs to be covered in more detail in the proposed Memorandum of Understanding and matched in the PLC’s Articles of Association. The position we have put forward is that the Dons Trust board makes all board-level appointments. We have not taken the view that such changes cannot be discussed by the PLC board, but the PLC board will not be empowered to make any changes itself.
Q15. Behaviour of Board members needs to be covered. – due diligence undertaken – three-year term lengths and max number of “reappointments”. The proposals mention a max of two, three-year terms then a break of at least one year. Is there any option for an “extension” of a term (conscious that e.g. the DTB this year is facing a massive knowledge management issue with seven of ten members not restanding / leaving early. If that were to happen on the PLC there would be major issues for the company.)
A15. As discussed in the documentation, we have not finalised the proposals on board term lengths etc. It would be possible to build in some flexibility as suggested, this would mitigate against the purpose of having limits. We are interested in members’ views.
Q16.In the Job description for PLC NEDs I note the line “not get too hung up on the independence of NEDs as we have a huge pool of professional expertise within our own fan base to utilize”. The whole point of independent NEDs is that they are independent … this really does sound like “jobs for the boys”!
There is also reference to Candidates can be proposed by PLC – I assume they will also go through the same interview process and is there any reason why Candidates can be proposed by DTB is not there? There should be reference here to ensure diversity of members (including diversity of thought).
A16. The DTB’s view is that we would not want to and are not in a position to reject good NED candidates on the basis of their support for Wimbledon or their membership of the DT. It would however be ideal to find fully independent NEDs where we can.
Any prospective NEDs will go through a full recruitment process before being appointed.
We do need to work on our diversity, at board level as elsewhere, while ensuring that any prospective NEDs are fully on board with our values and objectives.
Please note wewill be adding to these FAQ as we recieve more questions and comment. Please check back here for updates. In the meantime, you can send questions and comments to email@example.com