On behalf of the governance review group, I thank the committee for the invitation to meet and discuss the governance review group report for the FAI board and Sport Ireland, which was published on 21 June last. Within this opening statement, I propose to provide details on the group and the work undertaken to deliver the report, our agreed definition of governance, an overview of the main sections of the report, and our overall conclusion.
In terms of the group and work programme, the group comprised five members, three of whom were external members nominated by Sport Ireland and two of whom were nominated by the FAI board. The FAI nominees were Ms Rea Walshe and Ms Niamh O’Donoghue. The Sport Ireland nominees were Mr. Joe O'Leary, Dr. Moling Ryan and, as independent chair, myself.
The group met on a total of 11 occasions over a busy eight-week period and, following the agreement to the terms of reference, we finalised a work programme to ensure completion and delivery of the final report by 21 June where we had committed to have a draft report by 14 June. We were well aware of the seriousness, importance and urgency in delivering on a very detailed terms of reference so that any of the governance reforms we were recommending and those that were accepted could be adopted by the FAI as part of the July 2019 AGM process.
Our work programme and methodology included examination and review of documents and reports, including UEFA and FIFA statutes and regulations, and legal, regulatory and governance reports, codes and guidance. We undertook research and engagement on governance arrangements and structures in peer football associations and a detailed review of all the submissions. We attended the stakeholder forum attendance and we had direct engagement and meetings and interviews with key stakeholders. We also reviewed FAI board and committee minutes as well as a range of relevant FAI governance and commercial agreements. As chair, I confirm to the committee that all requests for information and material made by myself and the external members to the FAI were responded to expeditiously and professionally and there were no instances where information, where this information and material actually existed, was refused.
The report includes 78 recommendations which focus on governance principles, governance arrangements and governance structures within the FAI and which we consider, if implemented as envisaged, will commence the process of rebuilding and restoring confidence, trust and faith in the association and in how it is governed. In a review of this nature where the focus is on good governance obligations, norms and standards, the emphasis is necessarily on what has gone wrong, on weaknesses and deficiencies, and on areas where urgent and significant improvement may be necessary. I would highlight and acknowledge that during the review we were provided with much evidence and commentary by many people of the great and unsung work done by so many volunteers, mentors, coaches, FAI staff and others throughout the country. It is quite clear that people care passionately about football and are invested in the game at so many levels, and they, like us all, want to see a much more successful, vibrant and well-governed FAI. This report is our contribution to that aim. In my chairman's statement in the report I included what I see as a critical issue, in that the report calls for serious reflection and determined action by those who have the authority and power to support and endorse these recommendations. We also call for a serious reflection by those who see themselves as taking on a governance position in the FAI to acknowledge the profound duties, responsibilities and expectations that go with these roles.
Initial work was to come up with a so-called working definition of governance to direct the work programme. I include the definition as follows. Governance comprises the arrangements put in place to ensure that the Football Association of Ireland fulfils its overall purpose and achieves its intended outcomes for all its stakeholders. It is concerned with leadership and direction, structures and authority levels, processes for decision-making, accountability arrangements, risk management, internal controls, and culture and related behaviours within the organisation. At many of the events I have attended, I have tried to emphasise governance is a means to an end, not an end in itself. The end in itself is the betterment and promotion of the game. Governance as a means to an end has been a important theme that we have tried to address.
The report includes sections on submissions. To clarify for the committee, as part of the review, we gave opportunities to people to engage with the group on governance related matters. We received a total of 127 submissions, and all of these submissions were individually reviewed by each member of the group so that we were all in a position to have a wide discussion on the views and perspectives provided in the submissions. Stakeholders also had an opportunity to make an input at the Department of Transport, Tourism and Sport Irish football stakeholder forum, which was convened on 31 May. The output was collated and given to us by the Department on 5 June 2019 so that it also informed our deliberations.
The nature, quality and insightfulness of many of the submissions were of the highest standard and I am pleased to have the opportunity to publicly thank all those who made submissions. We also met many stakeholder groups, which are listed in appendix 3 of the final report. We held constructive meetings with UEFA and FIFA, as well as with clubs, players, referees, supporters, Sport Ireland, departmental officials and FAI board members, management and staff.
A section of the report focuses on principles and rules within the FAI. In examining these, we relied heavily on the governance principles, regulations, statutes, reports and guidance from UEFA and FIFA, as key authoritative sources in this area. We also looked at the code of practice for good governance of community, voluntary and charitable organisations in Ireland, the UK corporate governance code, the charities governance code, and the code of practice for the governance of State bodies, among other documents. The group recommended that six principles, which we consider the most appropriate principles, hallmarks and standards for the association, should be adopted by the FAI. These principles should underpin the ethos, approach and philosophy of all those involved in the association, from clubs all the way up to the FAI board. The proposed principles, as listed in the statement, are good governance, effective leadership, accountability and transparency, ethical behaviour and integrity, stakeholder engagement, and professionalism. As part of our work programme, we undertook an analysis of the extent to which FAI rules are aligned with UEFA good governance principles. This analysis is interesting, as it reaffirms the contention that formal rules play an important but limited role in promoting and embedding good governance. Most of our recommendations focus on how governance should operate in the FAI, as well as related cultural and behavioural considerations. These do not require rule changes as such but we advocate a better way of doing business, which revolves around culture and behaviour.
In the corporate governance section of the report, we focused on norms and standards across 16 key governance areas, which are of direct relevance and import to the FAI as a large enterprise with a high national and international profile, and as the national governing body for a sport with the highest level of participation in the country. The 16 areas are roles and responsibilities; leadership; strategy planning and implementation; performance monitoring and reporting; risk management systems; performance accountability arrangements; internal control; board and sub-committee structure effectiveness; transparency and disclosure; capacity and capability of governance and leadership team; compliance with legal, regulatory and governance obligations; stakeholder relationships; engagement and management; ethics, conduct and behaviour; financial governance; management controls and reporting; and audit and assurance arrangements. We also examined governance obligations in relation to joint ventures, third party arrangements and funding agreements, which were covered in section 5 of the report.
Our recommendations in the section on the board's role and composition are framed so as to better position the FAI to deliver on its governance agenda and to reflect the modern structures which are necessary for the successful governance and management of a football association. It is widely accepted that the requirements of football administration and the associated governance demands have changed significantly in recent years. The FAI now has a staff of 206 and an annual budget of approximately €50 million. Its operations impact on almost every community in Ireland and thus have a resonance at local, regional and national level. The structures in Ireland have changed little to reflect these realities and there is now an imperative to put structures in place which reflect the reality of modern-day football administration and governance obligations. In order to ensure delivery of this multifaceted role, the group has recommended that the FAI board be supported by a number of committees which will relate to either the business or football elements of its role. The football committees, while maintaining a direct reporting line to the board, will also have a separate reporting line to a newly established football management committee, as will the business committees. The football management committee will play a key role in the future governance of the FAI, and its remit will include oversight and advice on the development, promotion and regulation of football at all levels. I am enthusiastic about what the football management committee can achieve for Irish football into the future. This report has set out clear recommendations on the composition, memberships, skills and attributes for the new board, as well as clear proposals on the composition of board committees on both business and football matters. These recommendations herald a serious and radical overhaul of current board and committee governance arrangements, with immediate follow-on implications for the council and the AGM. Given the nature and extent of the challenge facing the organisation, and the issues that will arise and need to be addressed over the coming weeks and months, we believe it would be appropriate to have an interim board for a period of 12 months, given the current circumstances. The recommendations in this section, which include new governance arrangements and practices, a new board, new committees and greater stakeholder representation, will allow for more effective and better functioning governance arrangements.
The group was conscious from the outset of the urgency of and necessity for change as well as the timelines for resolutions and changes to the rules on future governance arrangements and structures. As I indicated earlier, many of the recommendations on corporate governance, third parties and the board's role can be implemented speedily and do not require formal rule changes. What is required, however, is a fundamental change in approach, culture and attitude to how good governance operates within the association. This change must be led by those who exercise and are entrusted with governance and leadership roles across the FAI, at council, board and committee levels, as well as across executive management. We identified 16 immediate implementation priorities to be endorsed, sponsored and progressed in the coming weeks by the board of the FAI, which include the acceptance and endorsement of this report, the appointment of an implementation oversight group and an internal implementation team within the FAI as well. Detailed preparatory work for the AGM must also be undertaken and rule changes and comprehensive terms of reference for the new board and committees must be put together. This work has already commenced and significant detailed terms of reference for the committees have been prepared and circulated. Comprehensive terms of reference for the new board have also been drafted. This is further evidence of the importance, urgency and seriousness of the work which is under way to embed good governance in the FAI by clarifying the roles, responsibilities and accountabilities of those with governance and leadership roles within the organisation.
I will make some final observations. In the report, we identified several important areas and initiatives which merit consideration, including the quality, range and diversity of FAI programmes and projects across the country; the recent staff forum initiative within the organisation; the establishment of a supporters’ forum; having executive leads to support the governance structures and harnessing the knowledge, skills and expertise of staff and others; and examining FAI strategy and priorities for the future. There is much goodwill from people who want the FAI to be successful and everyone acknowledges that urgent change is necessary and needs to be expedited. There is a genuine and strong hope that these reforms will herald a new beginning. We also identified additional areas which require more detailed analysis and consideration, with a view to tabling further proposals and recommendations at the July 2020 AGM. These include membership, the AGM, review of the rules and the constitution, and the composition and role of the council.
On my behalf and on behalf of the group, I again acknowledge the valuable input, assistance and genuine constructive challenge from the individuals and groups we met. In particular, I thank all those who made submissions and contributed to the stakeholder forum. Discussions from the meetings and submissions were carefully considered and reflected upon and informed our deliberations and recommendations. The report's findings and recommendations highlight the need for fundamental change and reform to facilitate better governance practices at all levels in the FAI. This will necessitate greater clarity of roles and responsibilities at all levels, in addition to better planning, reporting, oversight and accountability, in order that those who are tasked with governance and leadership are in a position to carry out their duties more effectively, whether at board, committee, council or other levels. This may require a further realignment of senior executive and management roles within the organisation to support the new arrangements. The report's findings and recommendations, when considered in their totality, propose a new governance framework including principles, arrangements and structures which will support the board and the organisation in achieving and observing good governance practices. This was the governance review group's key task, as outlined in our terms of reference. It is important to emphasise that better governance is a means to an end to ensure the FAI continues to deliver, and can deliver, on its most important mandate, namely, the promotion and development of the game for all. Our report is hopefully a positive contribution in this regard.
Before I conclude, I would like to make one final comment. Since publication on 21 June, there have been some misunderstandings and misinterpretations about areas within the report.
An example relates to the six football nominees to the new board and the fact that they will come from the newly expanded council and not from the old council. Those nominees will be asked to benchmark themselves against knowledge, skills and competencies required under a new constituency model. If the recommendations are accepted by the FAI at its AGM and EGM, eight of the new 12 board members will be appointed on 27 July or very close to the 27 July, at which stage the task then becomes the search for, sourcing and recruiting of the four independent directors who will go onto the board. Today is an opportunity to clarify some of those matters.
I attached to my submission a copy of appendix No. 10 of the report around governance structures. This might be helpful to the committee. I thank the Chairman. It was my pleasure and privilege to chair the group. I publicly acknowledge the work that my colleagues have put into the report. I am very happy to answer any questions or provide clarification for the Chairman or the committee members.