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PASB Terms Of Reference

8 October 2013

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THE Plymouth Argyle Supporters’ Board has published the joint Terms of Reference (ToR) for how it and the club’s Board will interact.

Having agreed the final version with the club last month, these ToR will ensure that the PASB and the club can enjoy a productive working relationship in the years ahead.

PURPOSE

The purpose of the Plymouth Argyle Supporters Board (PASB) is:

o    To act as a critical friend to Plymouth Argyle Football Club (PAFC) by providing constructive inquiry, challenge and support to the PAFC Board
o    To ensure that the PAFC Board is informed of matters of concern to the Green Army

FOCUS

The focus of the PASB is:

o    The effectiveness of the PAFC Board, and
o    The strategy of PAFC

The PASB and its members will not interfere in the day-to-day management of the business, nor will they attempt to operate in any way that could be perceived to be “shadow directorship”.

Additionally, the PASB will not concern itself with footballing matters, such as player or coach/manager recruitment and selection.

The PAFC Board may call upon the expertise of individual PASB members as appropriate.

AREAS OF INVOLVEMENT

To enable the PASB to achieve its purpose, the following are included in its areas of involvement:

o    Club stability and sustainability for the benefit of current and future generations
o    PAFC financial and operational performance
o    The match-day experience of supporters
o    Contact between the club and its supporters, including publicity and information exchange
o    Joint exploration of ideas for marketing campaigns (including season ticket offers)
o    Proposals for growing and developing the club’s fan-base

INFORMATION SHARING

To enable the PAS Board to perform effectively, information to be shared will include (but is not confined to):

o    Annual Financial Performance Analysis
o    Proposals that may affect the future financial or ownership situation of the club, such as the disposal of major assets, change in the level of debt, or significant share transactions
o    Changes to match-day arrangements
o    Marketing, merchandising and sponsorship information

Where the information to be shared is classified by the PAFC Board as “sensitive” for commercial or football reasons, its disclosure may be subject to non-disclosure and confidentiality agreements which PASB members will be asked to sign.

Normally, meetings will be run on “open” lines where PASB members are free to discuss matters with fellow members and others with no restrictions, subject to the code of behaviour below.

BEHAVIOUR

The effectiveness of the PASB will be determined in large part by the trust built u between its members and the PAFC Board. To help this, members of the PASB will:

o    Always act in the best interests of PAFC and its stakeholders. In particular, they will not abuse their position in pursuit of personal objectives
o    Disclose in advance any personal interests which they might have in relation to maters discussed, and where appropriate recuse themselves from the whole of, or part of the meetings where they are conflicted
o    Act with respect and courtesy to all whenever engaged in PASB activities
o    Respect the nature of, and not disclose any confidential or sensitive information which they receive (subject to the relevant confidentiality limits within the preceding section of this document)

The PASB is expected to regulate its own behaviour, and in extremis remove any member who contravene these Terms of Reference.

Members of the PAFC Board are expected to extend the same courtesies to members of the PASB.

ENGAGEMENT BETWEEN THE PAFC BOARD AND THE PABC

The PASB will engage primarily with the PAFC Board through scheduled, quarterly meetings. Matters of urgent concern will be raised with the PAFC CEO (or identified alternative) by the PASB’s designated point of contact at any time.

Meetings between the two boards additional to the minimum requirement above can be agreed and arranged as deemed necessary at the instigation of either party.

The PAFC Board and PASB will agree fixed items to be discussed at each meeting.

The PASB will submit to the CEO no less than 7 days in advance of each quarterly meeting a list of up to 5 additional agenda items for discussion. Agenda items will be in line with the agreed Terms of Reference.

Ditto the PAFC Board.

ESCALATION PROCEDURES

It is envisaged that the relationship between the PASB and the PAFC Board will be a productive and trusting one. However, should there be occasions where a disagreement arises, the matter should be raised in writing with the PAFC CEO (or nominated alternative), and copied to the PAFC Chairman.

Such a process should be conducted quickly – within one month from the issue being lodged with the CEO.

Until a written response is received within the agreed time frame, the PASB undertakes not to make the issue public, but will be free to do so after this time.


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