Schedule 2The Independent Football Regulator
Part 2The Board
Membership
2
(1)
The Board is to consist of—
(a)
the non-executive members, and
(b)
the executive members.
(2)
The non-executive members are—
(a)
a chair, and
(b)
up to seven other members.
(3)
The executive members are—
(a)
the Chief Executive Officer,
(b)
the Chief Finance Officer, and
(c)
one other member.
(4)
The executive members are to be members of the IFR’s staff.
Appointments to the Board
3
(1)
The non-executive members are to be appointed by the Secretary of State.
(2)
A person may not be appointed as a non-executive member if the person is a member of the IFR’s staff.
4
(1)
The chair may appoint any other non-executive member to be the deputy chair.
(2)
Before appointing a person as the deputy chair, the chair must consult the Secretary of State.
(3)
The deputy chair may carry out the functions of the chair in such cases and in such manner as may be determined by or in accordance with any directions given by the chair.
5
(1)
The Chief Executive Officer is to be appointed by the chair.
(2)
The other executive members are to be appointed by the Chief Executive Officer.
(3)
Before appointing a person as the Chief Executive Officer, the chair must consult—
(a)
the Secretary of State, and
(b)
the non-executive members.
6
(1)
A person (“A”) may not be appointed as a member of the Board unless the person appointing A is satisfied that A does not have a conflict of interest.
(2)
A person who appointed a member of the Board must, from time to time, check that none of the members appointed by them has a conflict of interest.
(3)
A person who appointed a member of the Board may require a member appointed by them to provide whatever information the person considers necessary for the purpose of checking that the member does not have a conflict of interest.
(4)
A member of the Board who is required to provide information under sub-paragraph (3) must provide it within such period as may be specified by the person who appointed them.
Declaration and registration of interests of members of the Board
7
(1)
The IFR must establish and maintain a system for the declaration and registration of relevant interests of members of the Board.
(2)
In this paragraph “relevant interest”, in relation to a member of the Board, means a financial or other interest that may be relevant to the IFR’s exercise of its functions under this Act.
Tenure and remuneration of non-executive members
8
(1)
A non-executive member of the Board holds and vacates office in accordance with that person’s terms of appointment, subject to this paragraph and paragraph 9.
(2)
Any appointment of a non-executive member must be for a fixed term of not more than five years.
(3)
But a person may be appointed as a non-executive member more than once.
(4)
A person may resign as a non-executive member by notifying the Secretary of State.
(5)
A person ceases to be a non-executive member upon becoming a member of the IFR’s staff.
9
A non-executive member of the Board may be removed from office as a member of the Board if the Secretary of State is satisfied that the person—
(a)
is guilty of serious misconduct;
(b)
has a conflict of interest;
(c)
has failed to comply with paragraph 6(4);
(d)
is unable, unfit or unwilling to carry out their functions as a member of the Board.
10
(1)
The IFR must pay its non-executive members such remuneration as the Secretary of State may determine.
(2)
The IFR must pay, or make provision for paying, to or in respect of a person who is or has been a non-executive member of the Board, such sums as the Secretary of State may determine in respect of allowances or expenses.
Tenure etc and remuneration of members of the IFR’s staff (including executive members)
11
(1)
The Board may—
(a)
appoint employees, and
(b)
make such other arrangements for the staffing of the IFR as it considers appropriate, including arrangements for persons to be seconded to the IFR.
(2)
This paragraph is subject to paragraph 12.
12
(1)
The terms on which executive members are, by virtue of paragraph 2(4), to become, or continue to be—
(a)
persons seconded to the IFR under paragraph 11(1)(b), or
(b)
employees of the IFR,
are to be determined by the non-executive members, subject to paragraph 13.
(2)
The terms of employment of employees are to be determined by the non-executive members.
(3)
The IFR must pay its employees such remuneration as may be determined by the non-executive members.
(4)
The IFR must pay, or make provision for paying, to or in respect of an executive member of the IFR, or a member of the IFR’s staff—
(a)
such sums in respect of pensions, allowances or gratuities relating to service as an executive member, or member of staff, as may be determined by the non-executive members, and
(b)
such sums in respect of allowances or expenses as may be determined by the non-executive members.
13
(1)
A person may resign as an executive member by notifying the chair.
(2)
A person ceases to be an executive member upon ceasing to be a member of the IFR’s staff.
(3)
An executive member may be removed from office as a member of the Board if the person who appointed them is satisfied that the person—
(a)
is guilty of serious misconduct;
(b)
has a conflict of interest;
(c)
has failed to comply with paragraph 6(4);
(d)
is unable, unfit or unwilling to carry out their functions as an executive member.
Exercise of functions by the Board
14
Except where otherwise provided by this Act (see section 82 and paragraphs 18 to 21), the functions of the IFR are exercisable by the Board on behalf of the IFR.
Committees and procedure of the Board
15
(1)
The Board may establish committees.
(2)
A committee established under sub-paragraph (1) may establish sub-committees.
(3)
A committee or sub-committee of the Board may include or consist of persons who are neither non-executive members nor executive members.
16
(1)
The Board may determine its own procedure and the procedure of any committee or sub-committee, subject to this paragraph.
(2)
The quorum for a meeting of the Board is to be determined by the chair but a meeting of the Board is not quorate unless—
(a)
the chair or deputy chair is in attendance, and
(b)
(including the chair or deputy chair) at least half of the Board’s members are in attendance.
(3)
A member of the Board may at any time resign from a committee of the Board by giving written notice to the chair.
(4)
The chair may remove a person from membership of a committee of the Board if the chair considers that—
(a)
the person will be unable, for a substantial period, to perform their duties as a member of the committee, or
(b)
because of a particular interest of the member of the committee, it is inappropriate for them to remain a member of the committee.
(5)
Where a person ceases to be a member of a committee of the Board, the chair may select a replacement member of the committee from the Board.
(6)
The validity of proceedings of the Board, or a committee or sub-committee of the Board, is not affected by a vacancy or defective appointment.
Disqualification from acting in relation to certain matters
17
(1)
This paragraph applies if—
(a)
a member of the Board has a direct or indirect interest in a matter falling to be considered at a meeting of the Board, or
(b)
a member of a committee of the Board has a direct or indirect interest in a matter falling to be considered at a meeting of the committee of the Board.
(2)
The member with the interest must declare it.
(3)
The declaration must be recorded in the minutes of the meeting.
(4)
The member with the interest may not take part in a discussion or decision at the meeting relating to the matter, unless—
(a)
in the case of a meeting of the Board, the other members of the Board who are present have resolved unanimously that the interest is to be disregarded, or
(b)
in the case of a meeting of a committee of the Board, the other members of the committee who are present have resolved in the manner authorised by the Board that the interest is to be disregarded.
(5)
For the purposes of this paragraph, a notification given at or sent to a meeting mentioned in sub-paragraph (1) that a person—
(a)
is a member of a company or firm, and
(b)
is to be regarded as interested in any matter involving that company or firm,
is to be regarded as compliance with sub-paragraph (2) in relation to any such matter for the purposes of that meeting and subsequent meetings of the Board or the committee of the Board.
(6)
A notification described in sub-paragraph (5) remains in force until it is withdrawn.
(7)
A person required to make a declaration for the purposes of this paragraph in relation to any meeting—
(a)
is not required to attend the meeting, but
(b)
is to be taken to have complied with the requirements of this paragraph if the person takes reasonable steps to secure that notice of the person’s interest is read out, and taken into consideration, at the meeting in question.
(8)
See section 82(10) and (11) for related provision (persons who can carry out internal reviews).
Delegation by the Board etc
18
(1)
Subject to paragraph 20, the Board may delegate any of its functions to—
(a)
a member of the Board,
(b)
a member of the IFR’s staff,
(c)
a committee established by the Board, or
(d)
the Expert Panel.
(2)
A function is delegated under this paragraph to the extent and on the terms that the Board determines.
19
(1)
Subject to paragraph 20, a committee established by the Board may delegate any of its functions to—
(a)
a member of the committee, or
(b)
a sub-committee established by it.
(2)
A function is delegated under this paragraph to the extent and on the terms that the committee of the Board determines.
(3)
The power of a committee established by the Board to delegate a function under this paragraph, and to determine the extent and terms of the delegation, is subject to the Board’s power to direct what a committee established by it may and may not do.
20
(1)
The following functions of the Board may be delegated by it only to a committee established by it—
(a)
the function of revoking a provisional operating licence under section 19;
(b)
the function of making a determination under Part 4 in relation to a person;
(c)
the function of making an order under section 38 or 43;
(d)
the function of specifying a competition as a prohibited competition under section 45;
(e)
the function of deciding whether the resolution process should be triggered under section 59;
(f)
the function of making a distribution order under section 62;
(g)
the function of suspending or revoking an operating licence under paragraph 9 of Schedule 9;
(h)
the function of carrying out a review requested under section 82 of any decision made by virtue of the exercise of a function mentioned in paragraphs (a) to (g).
(2)
A committee of the Board to which a function is delegated under this paragraph may not further delegate the function.
21
The delegation of a function by the Board under paragraph 18 or 20, or by a committee of the Board under paragraph 19, does not prevent the Board or a committee of the Board (as the case may be) from exercising the function.
Records of proceedings
22
The Board must make arrangements for the keeping of proper records of—
(a)
its proceedings,
(b)
the proceedings of a committee of the Board, and
(c)
anything done by a person or committee to which the Board has delegated functions under paragraph 18(1).