The Group was established to review the existing governance arrangements within the FAI and to consider and propose a governance framework for the FAI which will support the Board of the FAI and the organisation in achieving and observing good governance practice.
The report is the culmination of a comprehensive and very intensive work programme undertaken by the Group over an eight-week period. The necessity to consider and set out critical governance reforms, to be supported by potential rule changes and resolutions to be ready and tabled at the FAI AGM on July 27th, meant that the timeframe was necessarily short. The outcome of the Group’s work, endorsed by UEFA and FIFA, is a series of actionable recommendations together with proposed implementation priorities outlining immediate and short-term actions required to commence delivery of the recommendations, as well as longer term plans and objectives to be implemented within specified timeframes.
The Report, launched at a joint FAI-Sport Ireland press conference in Abbotstown, will now go to the AGM of the Association in Trim on Saturday, July 27th, when 206 delegates will have voting rights, with a two-thirds majority needed to pass the recommendations. The FAI is to conduct a roadshow across Ireland in the coming weeks to present the Report to its members.
Speaking at the launch, Governance Review Group chair Aidan Horan said: “In our many meetings and presentations over recent weeks, I have regularly emphasised that governance should not be seen as an end in itself but as a means to end. That end being, in the case of the FAI, the fulfilment of its overall purpose – the promotion and development of football in Ireland. All of the governance practices, policies, procedures, processes and the overall governance structures and arrangements should be directed with that overall purpose in mind.
“Over recent weeks we have heard about, read about and been presented with much evidence of the great and unsung work done by volunteers, mentors, coaches, FAI staff and many others across the country and in a review of this nature, it is important to acknowledge and to commend this work. People do 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 and vibrant and well governed FAI.
“We have also unfortunately seen evidence of a breakdown in trust, confidence and faith in the Association and this review is primarily focused on identifying and recommending actions and initiatives that, if implemented as envisaged, aim to rebuild and restore the trust, confidence and faith in how the Association is governed.
“A fundamental good governance obligation is the concept of checks and balances and the separation of powers and that is supported by having clarity of roles and responsibilities so that there is no role confusion between those who occupy governance and leadership positions in the organisation, whether at Board, Council, Committee or Management level.
“This report calls for serious reflection by those who have the authority and power to support and endorse these recommendations. This report also calls for a serious reflection by those who may see themselves taking on a governance position to acknowledge the profound duties and expectations that go with these roles.
“The recommendations set out a clear pathway for improved corporate governance and better governance structures within the Association and comes at an opportune time, given the wide contextual and operating challenges facing the Association.
“My final comment reflects a statement in a submission received from a contributor which I was particularly taken by. The statement read ‘good governance is at the heart of how we do business’. I would like to think that this report is a contribution to ensure that good governance returns to be at the heart of how the FAI does its business.”
The 130-page report was compiled by the Group led by Mr Horan with fellow Sport Ireland nominees Moling Ryan and Joe O’Leary. The FAI were represented on the Group by Board Member Niamh O’Donoghue and Chief Operating Officer Rea Walshe.
FAI President Donal Conway welcomed the Report on behalf of the Association and thanked chair Aidan Horan and his Governance Review Group colleagues for their hard work and diligence in recent months.
Mr Conway said: “I would like to extend thanks on behalf of the Board to Aidan and the Governance Review Group for the work they have put into this report which is comprehensive and provides the FAI with a blueprint in terms of governance going forward. The Board adopted the report at its meeting on Tuesday. We will meet with stakeholders over the coming weeks to outline to them the proposed changes to the structures of the FAI and highlight the benefits to the Association in implementing these changes.
“The Board of the FAI will now appoint an implementation oversight group which will review the recommendations in conjunction with our rule book and constitution and advise on whether an EGM should be held before the AGM.
“As a Board, we accept that there is a need for change and that we have a huge opportunity now to implement best practice in governance across the Association. The Board has given a commitment to implement the changes contained in this report and it will now be up to our members to endorse the changes required which we will bring to them in July.”
Sport Ireland Chairman, Kieran Mulvey, commented: “Sport Ireland welcomes the report of the Governance Review Group, which provides a clear and comprehensive pathway for the fundamental reform of governance within the Football Association of Ireland. This significant piece of work has given serious consideration to the input of all stakeholders and the outputs from the recent Football Stakeholder Forum, while benchmarking against the principles and regulations of UEFA, FIFA and other international football federations.
“The report clearly and appropriately identifies the collective responsibility of the new Board of the FAI in leading and directing the organisation’s activities. It will be up to the new Board of the FAI to show leadership in the implementation of these critical, yet achievable, recommendations. The timely implementation of these reforms is important in the restoration of public trust and confidence in the FAI.”
Key recommendations of the report include the following:
• The six governance principles proposed by the Group should be adopted by the FAI Board as appropriate and relevant to the functioning of all facets of the Association, from clubs through to Board and Council. The six principles are: good governance, effective leadership, accountability and transparency, ethical behaviour and integrity, stakeholder engagement and professionalism
• All Board and committee members should receive formal induction training
• New and more comprehensive terms for the Board and committees should be developed
• Work clarifying the roles and responsibilities of the Chief Executive and other senior executives should be undertaken and reflected in an updated schedule of delegations from the Board to the executive
• The Chief Executive should not be a member of the Board
• The Board should undertake an annual review of its own effectiveness and that of its committees
• The Board are required to have and should prioritise the implementation of a comprehensive risk management system across the whole organisation
• The Board needs to ensure a robust culture of ‘holding to account’ operates and is seen to operate within the organisation
• As part of its work programme, the Board should consider and agree a process of evaluating the performance of the CEO. This process should be appropriate and transparent
• The Board should urgently establish an Audit, Risk and Compliance Committee
• The Association should immediately make arrangements for the establishment of an internal audit function
• While there is a Code of Conduct for Board members and staff, it is recommended that a similar code be provided to committee members, council members and to contractors and agents working for and on behalf of the Assocation
• All grant of funding arrangements above a defined threshold, e.g. €10,000, should be presented to the Board for review and approval
• A Certificate of Compliance, signed by the Chief Executive and Finance Director, should be presented confirming that all governance, compliance and statutory conditions attaching to such external third-party grant or funding agreements have been fully complied with
• A Register of Funding Sources should be established to record and monitor all external funding to the Association to be reviewed by the Board, or delegated Board Committee, on a bi-annual basis
• All funding agreements should be proposed to the Board, irrespective of any agreed thresholds or approval processes
• The Chief Executive should present a bi-annual report to the Board confirming that all of the governance and compliance requirements of any service level agreement entered into between the FAI and Third Parties have been met and that funding is used solely for the purposes included in the original approval
• The annual presentation of the year end accounts to the Board for approval should include a schedule of all new commitments assumed by the Association over the preceding 12-month period and a projection of the funding requirements for the coming 12 months with particular reference to the likelihood of a requirement to assume further significant financial obligations above those currently pertaining
• The composition of the Board should include independent Directors of whom one would act as Chairperson of the Board
• The Board should consist of 12 members: four independent Directors of whom one would be the Chairperson of the Board, the President, Vice-President and six members representative of the football community
• The positions of Honorary Secretary and Honorary Treasurer should not be part of the revised structure and should cease to exist
• There should be a minimum 33.3% of both genders within 24 months
• It should be an objective of the Association that this gender balance can also be reflected at Council, Committee and AGM level and this should be achieved within three years
• The election of the President and Vice-President should be done at the AGM
• Council should continue to be the body to elect from its membership the footballing representatives to the Board
• The six Board members coming from the football community be elected using a four-constituency model
• A Nominations Committee be formed by the Board to select candidates for election as independent Directors
• The limit for all members of the Board should be eight years, 4x2 year terms.
• There should be a maximum term limit of 10 years for members of Council
• The Board committees should be restructured so that the Board is supported by a number of committees, some of which will support the Board in the business elements of their role and some of which will support the Board in the football elements of their role
• There will also be a Football Management Committee with a specific brief in the area of football matters and whose membership will include the chairpersons of the Football Committees
• The representative imbalance in the current makeup of Council be addressed by provision for a further 21 positions which would see the Council with a membership of 79
• Given the exceptional circumstances in which the FAI finds itself now and, more importantly, to start the process of rebuilding trust, faith and confidence in the Association and to progress the further work required, the group are recommending the appointment of an interim Board for a period up to the AGM in July 2020. This new Board would be appointed in accordance with the structures proposed in the report
• In April 2019, the full Board of the FAI signalled their intention to resign and step down at the next AGM and the Group respect that this is the position
• In acknowledging the exceptional circumstances that exist, and the many calls for a complete change at the top, the Group considers that, for handover and transition purposes and to manage the serious risks where everyone leaves at once, at least one or possibly a maximum of two members might consider putting themselves forward for positions on the interim Board. This will require the current Board, as a collective, to consider their individual and personal interests but more importantly at this stage consider the interests of the Association and decide what they, as a collective, consider is the best course of action