I thought we may as well have the PL rules for reference, as it may become a topic of conversation shortly. Mods feel free to delete it you think it's waste of space.
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SECTION D
DIRECTORS & DIRECTORS’ REPORTS
Definitions
1. For the purpose of this Section of these Rules:
1.1 “Auditors” means registered auditors appointed by a Club to audit its accounts who
have not been disqualified by the Board under the provisions of Rule D.36;
1.2 “Auditors’ Report” means a report in Form 3(1);
1.3 “Bankruptcy Order” means an order adjudging an individual bankrupt;
1.4 “Bankruptcy Restriction Order” and “Interim Bankruptcy Restriction Order” mean
orders made under the provisions of Schedule 4A of the Insolvency Act 1986;
1.5 “Club” includes any Associated Undertaking, Fellow Subsidiary Undertaking, Group
Undertaking, or Parent Undertaking of such Club;
1.6 “Concert Party” means any person with which any relevant person is acting in concert
within the meaning of paragraphs (2) to (5) (inclusive) of the definition of “acting in
concert” in the City Code on Takeovers and Mergers, or would be so acting in concert if
the City Code on Takeovers and Mergers applied in the relevant case;
1.7 “Connected Person” means any Person who directly or indirectly possesses or is
entitled to acquire more than 30 per cent of:
1.7.1 the issued ordinary share capital of the company; or
1.7.2 the loan capital (save where loan capital was acquired in the ordinary course of
the business of lending money) and issued share capital of the company, or
1.7.3 the voting power in the company, or
1.7.4 the assets of the company which would be available for distribution to equity
holders in the event of winding up of the company.
1.8 “Control” means the power of a Person to exercise, or to be able to exercise or acquire,
direct or indirect control over the policies, affairs and/or management of a Club, whether
that power is constituted by rights or contracts (either separately or in combination)
and having regard to the considerations of fact or law involved, and, without prejudice
to the generality of the foregoing, Control shall be deemed to include:
1.8.1 the power (whether directly or indirectly and whether by the ownership of the
share capital, by the possession of voting power, by contract or otherwise
including without limitation by way of membership of any Concert Party) to
appoint and/or remove all or such of the members of the board of directors of
the Club as are able to cast a majority of the votes capable of being cast by the
members of that board; and/or
1.8.2 the holding and/or possession of the beneficial interest in, and/or the ability to
exercise the voting rights applicable to, shares or other securities in the Club
(whether directly, indirectly (by means of holding such interests in one or more
other persons) or by contract including without limitation by way of membership
of any Concert Party) which confer in aggregate on the holder(s) thereof 30 per
cent or more of the total voting rights exercisable at general meetings of the Club;
For the purposes of the above, any rights or powers of a Nominee for any Person or of an
Associate of any Person or of a Connected Person to any Person shall be attributed to that
Person;
1.9 “Declaration” means a declaration in Form 2A;
1.10 “Director” means any person occupying the position of director of a Club whose
particulars are registered or registrable under the provisions of section 162 of the Act
and includes a shadow director, that is to say, a person in accordance with whose
directions or instructions the directors of the Club are accustomed to act, or a Person
having Control over the Club, or a Person exercising the powers that are usually
associated with the powers of a director of a company;
1.11 “Individual Voluntary Arrangement” means an arrangement made under the
provisions of Part VIII of the Insolvency Act 1986;
1.12 “Material Transactions” has the meaning set out in Rule D.26;
1.13 “Objectives” has the meaning set out in Rule D.34;
1.14 “Report” means a report in Form 3(2);
1.15 “Shares” includes securities;
1.16 “Spent Conviction” means a conviction in respect of which the offender is treated as
rehabilitated for the purposes of the Rehabilitation of Offenders Act 1974 or, where this
Act does not apply for any reason, a conviction which would be so treated had the
provisions of the Act applied.
1.17 “Third Party Payment” means any payment made or liability incurred (other than
Compensation Fees, remuneration or payments to or for the benefit of Agents referred
to in Rule D.26) by or on behalf of a Club in respect of a Player, including an Image
Contract Payment.
PART 1 - DIRECTORS
Owners’ and Directors’ Test
2. A Person shall be disqualified from acting as a Director and no Club shall be permitted to have
any Person acting as a Director of that Club if:
2.1 either directly or indirectly he is involved in or has any power to determine or influence
the management or administration of another Club or Football League club; or
2.2 either directly or indirectly he holds or acquires any Significant Interest in a Club while he
either directly or indirectly holds any interest in any class of Shares of another Club; or
2.3 he becomes prohibited by law from being a Director (including without limitation as a
result of being subject to a disqualification order as a director under the Company
Directors Disqualification Act 1986, or being subject to the terms of an undertaking
given to the Secretary of State under that Act, unless a court of competent jurisdiction
makes an order under that Act permitting an appointment as a Director); or
2.4 he has a conviction (which is not a Spent Conviction) imposed by a court of the United
Kingdom or a competent court of foreign jurisdiction:
2.4.1 in respect of which an unsuspended sentence of at least 12 months’
imprisonment was imposed; or
2.4.2 in respect of any offence involving any act which would reasonably be
considered to be dishonest (and, for the avoidance of doubt, irrespective of the
actual sentence imposed); or
2.4.3 in respect of an offence set out in the Appendix 12 Schedule of Offences or a
directly analogous offence in a foreign jurisdiction (and, for the avoidance of
doubt, irrespective of the actual sentence imposed); or
2.5 he makes an Individual Voluntary Arrangement or becomes the subject of an Interim
Bankruptcy Restriction Order, a Bankruptcy Restriction Order or a Bankruptcy Order; or
2.6 he is or has been a Director of a Club which, while he has been a Director of it, has
suffered 2 or more unconnected Events of Insolvency (and for the purposes of this Rule
D.2.6 and Rule D.2.7 a person shall be deemed to have been a Director of a Club which
has suffered an Event of Insolvency if such Event of Insolvency occurred in the 30 days
immediately following his having resigned as a Director of that Club); or
2.7 he has been a Director of 2 or more Clubs or clubs each of which, while he has been a
Director of them, has suffered an Event of Insolvency; or
2.8 he is subject to a suspension or ban from involvement in the administration of a sport
by any ruling body of a sport that is registered with UK Sport or Sport England, or any
corresponding national or international association, whether such suspension or ban is
direct or indirect (for example a direction to Persons subject to the jurisdiction of the
ruling body that they should not employ, contract with or otherwise engage or retain
the services of an individual); or
2.9 he is subject to any form of suspension, disqualification or striking-off by a professional
body including, without limitation, the Law Society, the Solicitors’ Regulation Authority,
the Bar Council or the Institute of Chartered Accountants of England and Wales or any
equivalent body in any jurisdiction outside England and Wales, whether such suspension,
disqualification or striking-off is direct or indirect (for example a direction to Persons
subject to the jurisdiction of the professional body that they should not employ,
contract with or otherwise engage or retain the services of an individual); or
2.10 he is required to notify personal information pursuant to Part 2 of the Sexual Offences
Act 2003;
2.11 he is found to have breached (irrespective of any sanction actually imposed), or has
admitted breaching (irrespective of whether disciplinary proceedings were brought or
not):
2.11.1 Rule V.26; or
2.11.2 Rule E.8 of the Rules of the Football Association (as amended, or replaced from
time to time); or
2.11.3 any other rules in force from time to time in relation to the prohibition on
betting on football matches played in England and Wales.
Submission of Declaration
3. Not later than 14 days before the commencement of each Season each Club shall submit to
the Secretary a duly completed Declaration in respect of each of its Directors signed by the
Director to which it refers and by an Authorised Signatory, who shall not be the same person.
4. Within 21 days of becoming a member of the League each Club promoted from the Football
League shall likewise submit to the Secretary a duly completed Declaration in respect of each
of its Directors signed as aforesaid.
5. If any person proposes to become a Director of a Club (including for the avoidance of doubt
by virtue of being a shadow director or acquiring Control of the Club):
5.1 the Club shall no later than 10 Working Days prior to the date on which it is anticipated
that such person shall become a Director submit to the Secretary a duly completed
Declaration in respect of that person signed by him and by an Authorised Signatory;
5.2 within 5 Working Days of receipt thereof the Secretary shall confirm to the Club
whether or not he is liable to be disqualified as a Director under the provisions of Rule
D.2, and if he is so liable the Board will take the steps set out in Rule D.7; and
5.3 he shall not become a Director until the Club has received confirmation from the
Secretary pursuant to Rule D.5.2 above that he is not liable to be disqualified as a
Director under the provisions of Rule D.2.
Change of Director’s Circumstances
6. Upon the happening of an event which affects any statement contained in a submitted
Declaration:
6.1 the Director in respect of whom the Declaration has been made shall forthwith give full
written particulars thereof to his Club; and
6.2 the Club shall thereupon give such particulars in writing to the Secretary.
Disqualification of a Director
7. Upon the Board becoming aware by virtue of the submission of a Declaration or in the
circumstances referred to in Rule D.6 or by any other means that a person is liable to be
disqualified as a Director under the provisions of Rule D.2, the Board will:
7.1 give written notice to the person that he is disqualified, giving reasons therefore, and (in
the case of a person who is a Director) require him forthwith to resign as a Director; and
7.2 give written notice to the Club that the person is disqualified, giving reasons therefore,
and (in the case of a person who is a Director) in default of the Director’s resignation, it
shall procure that within 28 days of receipt of such notice the Director is removed from
his office as such.
Disciplinary Provisions
8. Any Club which fails to comply with its obligations under the foregoing provisions of this Section
of these Rules or which submits a Declaration which is false in any particular shall be in breach
of these Rules and will be liable to be dealt with in accordance with the provisions of Section R.
9. Any Director who fails to comply with his obligations under the foregoing provisions of this
Section of these Rules or who fails to complete and sign a Declaration and any Director or
Authorised Signatory who signs a Declaration which is false in any particular shall likewise be
in breach of these Rules and liable to be dealt with as aforesaid.
Suspension of the Club
10. If a Director who receives a notice under the provisions of Rule D.7.1 fails to resign and his
Club fails to procure his removal from office as required, or if a Club proceeds with the
appointment as a Director of a person to whom Rule D.5 applies despite having received a
notice under the provisions of Rule D.7.2, the Board shall have power to suspend the Club by
giving to it notice in writing to that effect.
11. A suspended Club shall not play in:
11.1 any League Match; or
11.2 any Premier Academy League Match; or
11.3 any Premier Reserve League Match; or
11.4 any of the competitions set out in Rules E.10 and E.11; or
11.5 any other match.
12. For the purposes of the League competition, the Board shall have power to determine how the
cancellation of a League Match caused by the suspension of one of the Clubs which should
have participated in it shall be treated.
13. Upon being reasonably satisfied that the Director of the suspended Club has resigned or has
been removed from office, the Board shall have power to withdraw the suspension by giving
to it notice in writing to that effect.
Appeal against Disqualification of a Director
14. Any person or Club who receives notice under Rule D.7 above has a right to appeal the
disqualification notice(s) in accordance with the following Rules. However, for the avoidance
of doubt, unless and until any such appeal is upheld, the disqualification notice(s) will take full
effect.
15. Any person or Club wishing to appeal a disqualification notice must, within 21 days of the
date of that notice, send or deliver to the Secretary a notice of appeal, setting out full details
of the grounds of appeal of that person or Club, together with a deposit of £1,000.
16. The only grounds upon which a person or Club may appeal a disqualification notice are:
16.1 none of the Disqualifying Events set out in Rule D.2 apply; or
16.2 in respect of a conviction of a court of foreign jurisdiction under Rule D.2.4, or a
suspension or ban by a sport ruling body under Rule D.2.8, or a suspension,
disqualification or striking-off by a professional body under Rule D.2.9, there are
compelling reasons why that particular conviction, suspension, ban, disqualification or
striking-off, should not lead to disqualification; or
16.3 it can be proven that the Disqualifying Event has, or will within 21 days of the notice of
appeal, cease to exist;
16.4 the Disqualifying Event is a conviction imposed between 19th August 2004 and 5th June
2009 for an offence which would not have led to disqualification as a Director under
Premier League Rules as they applied during that period;
16.5 the Disqualifying Event is a conviction which is the subject of an appeal which has not
yet been determined and in all the circumstances it would be unreasonable for the
individual to be disqualified as a Director pending the determination of that appeal.
17. An appeal under the provisions of Rule D.14 shall lie to an appeal tribunal which shall hear the
appeal as soon as reasonably practicable. The appeal tribunal shall be appointed by the Board
and shall comprise 3 members of the Panel including a legally qualified member who shall sit
as chairman of the tribunal.
18. The chairman of the appeal tribunal shall have regard to the procedures governing the
proceedings of Commissions and Appeal Boards set out in Section R of these Rules but, subject
as aforesaid, shall have an overriding discretion as to the manner in which the appeal is
conducted.
19. The person or Club advancing the appeal shall have the onus of proof of the matters set out
in the appeal on the balance of probabilities.
20. If the members of the appeal tribunal are not unanimous the decision of the majority of them
shall prevail.
21. The appeal tribunal shall give written reasons for its decision.
22. Members of the appeal tribunal shall be entitled to receive from the Company a reasonable
sum by way of fees and expenses.
23. The appeal tribunal shall have the following powers:
23.1 to allow the appeal in full;
23.2 to reject the appeal;
23.3 if it determines that a Disqualifying Event exists, to determine that the individual
concerned should not be banned for that period during which they will remain subject
to it and substitute such period as it shall reasonably determine, having regard to all of
the circumstances of the case.
23.4 to declare that no Disqualifying Event ever existed or that any Disqualifying Event has
ceased to exist;
23.5 to order the deposit to be forfeited to the Company or to be repaid to the appellant
person or Club;
23.6 to order the appellant person or Club to pay or contribute to the costs of the appeal
including the fees and expenses of members of the appeal tribunal paid or payable under
Rule D.22;
24. The decision of the appeal tribunal shall be final and binding on the appellant person and Club.
Persons Prohibited by Law from entering the United Kingdom etc
25. No Person may acquire any Holding in a Club if, pursuant to the law of the United Kingdom
or the European Union:
25.1 he is prohibited from entering the United Kingdom; or
25.2 no funds or economic resources may be made available, directly or indirectly, to or for
his benefit.
PART 2 - DIRECTOR’S REPORTS
Material Transactions
26. For the purposes of a Report Material Transactions shall comprise any payment or financial
obligation (or any series of connected payments or financial obligations relating to the same
transaction) made or undertaken by or to or in favour of a Club and recorded in its accounting
and administration records which exceeds (or in the case of more than one payment or
financial obligation in the aggregate exceed) in value £25,000 and which is (or are) in respect
of any of the following:
26.1 Compensation Fees, Contingent Sums or Loan Fees; or
26.2 remuneration of Players (including, for this purpose, any benefits they are entitled to
receive); or
26.3 payments to or for the benefit of Agents; or
26.4 Third Party Payments
and remuneration of and payments to or for the benefit of Players or Agents shall in each case
include payments made by or on behalf of a Club to or for the benefit of a Player or Agent (as
the case may be) including, for this purpose, to any company or trust in which the Player or
Agent (as the case may be) has an interest.
Record of Material Transactions
27. Brief particulars of each Material Transaction sufficient to identify its date(s), its amount(s)
and the nature of it shall be recorded by a Club and the record shall be made available on
demand to its Directors, its Auditors and the League.
28. Directors of a Club (including non-executive Directors) shall take such steps as are reasonably
necessary to satisfy themselves that their Club’s record of Material Transactions is complete
and correct.
Preparation of the Report
29. At the end of each of its accounting periods the Directors of each Club shall prepare or cause
to be prepared a Report.
30. Subject to Rule D.31 below, upon a Report having been prepared it shall be signed and dated
by each of the Directors of the Club.
31. Any such Director who for any reason is unwilling to sign the Report shall note the Report to
that effect, giving full reasons.
32. Any Director signing a Report who knows or ought reasonably to know that it or any part of
it is false or misleading in any way and any Director noting a Report knowing that such note
or the reasons given by him are false or misleading in any way will in either case act in breach
of these Rules and will be liable to be dealt with in accordance with the provisions of
Section R.
33. Managers, Players and Officials shall cooperate fully with the Directors and Auditors of their
Club in the preparation of Reports and Auditors’ Reports.
Objectives
34. The Objectives referred to in the Report are to ensure that:
34.1 in relation to Compensation Fees:
34.1.1 the Club has formally adopted a written transfer policy identifying who on its
behalf has authority to negotiate Players’ transfers and the terms of Players’
contracts, what approvals (if any) are required before such authority is exercised
and who is the Authorised Signatory;
34.1.2 Material Transactions have been entered into by the Club strictly in accordance
with its transfer policy and the provisions of these Rules;
34.2 in relation to remuneration of Players, details of their remuneration and any benefits
they are entitled to receive are fully disclosed in the Players’ contracts and the terms
thereof have been strictly observed;
34.3 in relation to payments to or for the benefit of Agents:
34.3.1 all Material Transactions between Clubs and Agents are evidenced in writing; and
34.3.2 all Material Transactions between Clubs and Agents are authorised by a person
appointed by the Directors of the Club for that purpose;
34.4 in relation to Third Party Payments:
34.4.1 all contracts and arrangements in relation thereto have been entered into by the
Club with the authority of its Directors or a person appointed by them for that
purpose; and
34.4.2 the terms of such contracts and arrangements have been strictly observed;
34.5 in all such cases all elements of the Material Transaction have been accurately and
completely entered into the accounting and administration records of the Club on a
timely basis, including the record required by Rule D.27.
Submission of the Report
35. Within 10 months of the end of each of its accounting periods each Club shall cause its
Auditors to submit its Report together with its Auditors’ Report to the Secretary on behalf of
the Board and the Board shall be entitled to rely on the contents of any Report and any
Auditors’ Report in exercising its powers set out in Section R of these Rules.
Disqualification
36. The Board shall have power at any time to disqualify Auditors from preparing Auditors’
Reports.
37. It shall be a condition precedent to the exercise of such power that the Board shall have
communicated with the Club for which the Auditors in question act setting out fully its
reasons and inviting the Club and its Auditors within 21 days to show cause why its Auditors
should not be disqualified.
38. A Club to which such a communication is addressed shall be entitled within the said period of
21 days to require the Board to exercise its power of inquiry under Rule R.1 and to inquire into
the reasons for the proposed disqualification and both the Club and the Auditors in question
shall be entitled to appear before the Board when conducting such inquiry.
39. In the event of a Club’s Auditors being disqualified under the provisions of this Rule, the Club
in question shall as soon as practicable appoint other auditors to replace them.
