Scope of Independent Corporate Governance and Business Review

Scope of Independent Corporate Governance and Business Review

​As previously communicated to clubs, Sir Bill Gammell has been commissioned by the Council and Board to conduct an independent review of all of Scottish Rugby’s corporate governance and business structures to ensure that they are fit for purpose to take account of the interests of all existing and future stakeholders in a modern rugby environment.

The Council and Board have always remained committed to maintaining the highest possible standards of governance within Scottish Rugby, and the decision to conduct a governance review was originally endorsed by both bodies in September last year.

However, with the global rugby landscape having evolved rapidly since then (and with the potential for third party investment into the game), the Council and Board now believe that an independent governance review has become time critical and requires to be sufficiently wide ranging so as to cover all areas of the Union’s governance, business and structures.

The review process has now started, but to ensure transparency for all Scottish Rugby stakeholders, the agreed scope of the review can be found below.

This scope confirms the wide-ranging nature of the review, and the wide licence granted to Sir Bill Gammell to conduct that review and to speak to the various individuals and groups that he considers necessary.

Sir Bill Gammell will also be assisted in his review by Norman Murray FRSE. The Council and Board consider that Sir Bill Gammell and Norman Murray’s combined extensive and high-profile experience in business, corporate governance and sport related matters make them ideally placed to conduct this significant piece of work at this time.

Sir Bill is an entrepreneur with wide corporate experience, having served on the board of public companies in the USA, Australia, India, Holland and the UK. He founded Cairn Energy PLC and was Chief Executive of that company from its initial listing in 1988 until 2011, and then Chairman from 2011 to 2014. Under Sir Bill’s leadership, Cairn Energy grew from a market capitalisation of US$10 Million to over US$10 Billion and returned US$ 4.5 Billion to its shareholders.

Sir Bill is also an ex-Scotland rugby internationalist. He was a member of the British Olympic Advisory Board and was a director of Glasgow 2014 Limited, Scottish Institute of Sport and Sportscotland. He was a member of the Asia Task Force and the UK India Business Council. He is currently Chairman of the Winning Scotland Foundation, a charity he founded to help young people be the best they can be.

Norman Murray FRSE is the current Chairman of Scottish Ballet and the former Chairman of The Edrington Group. He was Chairman of Petrofac Limited and Cairn Energy PLC, both FTSE 100 companies. He was the Senior Independent Director at Robert Wiseman Dairies plc and Greene King plc, and served on the Boards of Glasgow Income Trust, Penta Capital Partners, and Bristow Helicopter Group. In his executive roles, he was Chief Executive, then Chairman, of Morgan Grenfell Private Equity and a director of Morgan Grenfell Asset Management.

Norman is also a past President of the Institute of Chartered Accountants of Scotland, and a past Chairman of the British Venture Capital Association. He chaired the independent committee charged with establishing the Audit Firm Governance Code, published by the Financial Reporting Council in 2010.

Sir Bill Gammell will report back to the Council’s Standing Committee on Governance (independently chaired by Gavin MacColl QC) over the coming months. That Committee will then consider any recommendations arising, for onward submission to the Council and Board as appropriate.

Scope of Independent Corporate Governance and Business Review:

  • to review and consider the Scottish Rugby Union’s (the “Union’s”) existing governance structures, particularly in light of the potential for third party inward investment;
  • to review and consider the roles, responsibilities and structural composition of the Scottish Rugby Union Limited (the “Company”), the Board of the Company (the “Board”) and the Non-Executive Directors of the Board;
  • to review and consider the roles, responsibilities and structural composition of the Scottish Rugby Council (the “Council”) and Council members;
  • to review and consider the Bye-Laws of the Union;
  • to review and consider the Articles of Association of the Company;
  • to review and consider the roles and responsibilities of the offices of Chairman of the Board, the President of the Union, and the Vice-President of the Union;
  • to review and consider the roles, responsibilities and composition of the SRU Trust and SRU Trustees;
  • to review and consider possible alternative corporate and governance structures for the Union;
  • to consider such other matters related to the Union’s governance as both the Council and the Board may from time to time request; and
  • to consider and advise whether further information is necessary for or should be made available to the Review to assist it to carry out its functions, and to identify the nature of that information.

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