DT Election 2003 - Questionnaire

DT Board on behalf of its members, has ownership responsibility to which the business entities are answerable, the Plc is the business controlling entity which sets and monitors controls on the operational entities (AFC Wimbledon and AFC Stadium). How would you like this to be structured in the future? The DT Board exercising more of its controls as the owner, by establishing strategic direction including finance and ensuring that adequate accountability controls are in place.

AFCW Stadium Limited is a non-trading company and as with AFC Wimbledon Ltd (the football club) it sits directly underneath the AFC Wimbledon PLC. The AFCW PLC sits directly underneath The Dons Trust.

I should like DT Board members and board members of all subsidiaries to have clear and delegated power and authorities. I do not think subsidiary board members should be elected DT Board members. We need to ensure clear and concise checks and balances.

How I understand it, the DT Board are elected by the membership, the subsidiary Boards are there to serve as directed by the DT Board, e.g. the DT Board has strategic control, delegating operational management issues to subsidiary Boards. However given the DT Board has not agreed delegated powers and authorities I am not certain this is happening in practice.

It is crucial that the new DT Board commissions the L & C Group through consultation with the membership to re draft the Constitution. The Constitution is the Board mandate given by the membership.>

In my opinion the constitution indicates that the DT Board represent the members and are responsible for the business activity of the society. I have always taken this to include subsidiaries.  

The responsibilities and duties of subsidiary board directors has not been finalised. I have been involved with drafting of the duties, powers and delegated authorities however they have never been adopted and published.

I believe that it is essential to finalise and publish this document which should form part of the published ‘DT organisation and authorities documentation' alongside the Constitution, election rules board membership and policies.

In my opinion the constitution indicates that the DT Board represent the members and are responsible for the business activity of the society. I have always taken this to include subsidiaries.  

The responsibilities and duties of subsidiary board directors has not been finalised. I have been involved with drafting of the duties, powers and delegated authorities however they have never been adopted and published.

I believe that it is essential to finalise and publish this document which should form part of the published ‘DT organisation and authorities documentation' alongside the Constitution, election rules board membership and policies.

The DT Board oversees AFCW plc, AFC Wimbledon Ltd. AFC Stadium Ltd are a separate entity on their own. What I would like to see is two members of the DT Board (not AFCW plc Board members) to be represented on all these boards.

I have not yet decided what I feel would be best. This should be the subject of a proper debate as it is an extremely complicated issue.

Some people have said to me that the organisation of the club is becoming cloudy and losing contact with the supporters. I understand the DT Board has overall strategic control and the other 3 companies are responsible for day to day operations and report to the Board. I hope this is what actually happens and that it continues.

Current situation:
At present the Dons Trust Board's primary function is to oversee AFCW Plc, AFCW Ltd and AFCWS Ltd. This is done through the appointment of two non-executive directors to the AFCW Plc Board, and by having the AFCW Ltd and AFCWS Ltd Boards report back directly to the Dons Trust Board. As the Dons Trust constitution stands all members of the other Boards must be members of the Dons Trust Board – if they haven't already been elected they must be co-opted.

AFCW Plc wholly owns AFCW Ltd and AFCWS Ltd. AFCW Ltd controls the first team and reserves as well as merchandise. AFCWS Ltd runs the stadium and all related activities (such as function rooms, bars, teabars, etc). The Dons Trust also works to further the links between the local community and the Trust and Club, as well as producing merchandise and overseeing the AFCW ladies and junior teams.

Future structure:
I would like to see the Dons Trust concentrate on two areas. Firstly overseeing and working with the AFCW Plc Board to ensure that it acts in the interests of the Dons Trust members. Secondly I would like it to continue its excellent work in establishing links with the local community.

All issues concerned with the stadium should remain the domain of AFCWS Ltd, while all football related activities (including all merchandising) should be controlled by AFCW Ltd.

No executive director of AFCW Ltd, AFCWS Ltd or AFCW Plc should be permitted to be a member of the Dons Trust Board – they would be effectively assessing their own performance, which would represent a clear conflict of interests. The Dons Trust should continue to appoint two non-executive directors to the AFCW Plc Board to ensure that it is run in accordance with the interests of Dons Trust members. The Dons Trust constitution should be amended to prohibit executive directors of AFCW Plc from being members of the Dons Trust Board, and the requirement that directors of the football club be co-opted as members of the Dons Trust Board should be removed. Instead the directors of AFCW Ltd, AFCWS Ltd and the executive directors of AFCW Plc should be invited to attend Dons Trust Board meetings to report back on their activities, but they should not be members of the Dons Trust Board nor have any voting rights on it.

The AFC Boards must report and get approval for any strategy changes and expenditure from the DT Board.

I see the DT as custodians and monitors.

As defined in the share issue prospectus. The DT owns a controlling interest in its subsidiaries and should exercise strategic control over the activities of those subsidiaries. AFCW plc is the entity that has issued the shares and manages the operation of its two subsidiaries:

•  AFC Wimbledon Ltd is the trading arm and football club, this is where all operational, financial and football related activities are managed.
•  AFC Stadium owns the lease on Kingsmeadow, but does not actively trade.

It should continue in this way for the foreseeable future. Messing around with the structure will just make work for bureaucrats and constitutionalists. The current structure is well thought out, the DT Board should have a good shot at making it work before considering change.

I currently do not understand it as clearly as I would like to. I would like the structure clearly defined along with publication of a guide to the rules and checks in place to ensure each particular section cannot destroy all we have built. In short, I want to see how ‘Hammam-proof' we are and how that works.

The Dons' Trust are the owners of these bodies and they all should report to the Board. The DT should always be in control, otherwise we could get a split that could lose us the control of our Club.

Whilst several of the naming conventions are wrong in the above question, I understand the point of it. As it is at present I have knowledge of the current structure, however I feel that at present the DT are somewhat out of the loop. I feel that the role of the DT should be to harness member opinion and use that to give direction to the board. Budgetary decisions should be made by the DT board although clearly day to day financial decisions should be made by full time day to day staff.

My understanding is that the DT Board, acting for the Trust (the controlling shareholder) has appointed the Directors of AFCW with delegated powers. I understand that the Directors are required to report regularly to the DT Board. If my understanding is correct then I think that arrangement should continue.

There is ultimate ownership and safeguard held by the Dons Trust. I am aware and happy that safeguards have been written in to each subsidiary that protect the membership from both itself and outside influences. The Trust board will uphold that protection at all times as it is accountable to all members and shareholders.

The current board agreed, in a proposal that was discussed and voted on in May 2003 (but never published to the membership), that the role was oversight and strategic.

My understanding is that the DT board should oversee all its subsidiaries and monitor the smooth running of them while setting short and long term strategy. I am not sure it is able to do so at the present time.