Voting member clubs and affiliated/associated organisations (282 in total) will be asked to consider a single proposal put forward at the meeting by the WRU Board of Directors concerning governance amendments.
The resolution, which contains governance changes that were also unanimously accepted by members of the Community Game Board, is required to be proposed as a Special Resolution and reads:
“that the Articles of Association attached to this Notice be adopted as the new Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association of the Company.”
The single resolution to be proposed contains a number of different amendments and requires a 75% majority, in a single vote, to be passed.
Ieuan Evans (WRU chair) and Nigel Walker (interim WRU CEO) have visited all the clubs at District meetings around Wales in recent weeks to explain the position of the Board in calling for changes to modernise the governance structure of the WRU, pointing out:
WRU interim CEO Nigel Walker.
• The proposals will increase the number of independent representatives (INEDs), who are appointed rather than elected, from three to six
• There will be a reduction in the number – from eight to four – of elected national or district members from the WRU Council on the Board (NB one of these positions will still be automatically occupied by the Community Game Board chair)
• All proposals have been unanimously pre-approved by the existing Board and are understood to meet stakeholder (including Welsh Government) expectations for governance change at the WRU
• The WRU Board works with the Professional Rugby Board (PRB), which is a sub-board of the WRU’S Board of Directors with responsibility for delivering the strategy for professional rugby in Wales. The PRB also provides a Board member as the chair (an INED on appointment) of this organisation also sits on the WRU Board
• Members of the WRU Council form the Community Game Board (CGB) and also provide (currently eight, to be reduced to four) directors to the WRU Board, meaning administration of the community game remains unchanged
• And that the full composition of the new WRU Board* if the proposal is approved would be:
o CEO and Independent Chair
o Four Independent Non-Exec Directors (INEDs)
o Chair of the PRB (also an INED on appointment) and an elected or appointed or selected representative for the women’s game
o Four National and District council members including Chair of the CGB
*With all changes made under the aspiration that at least five of the 12 Directors will be women
Each Member receives two invitations to attend the EGM, but there is now only one vote per Member following a proposal approved at the WRU’s 2022 Annual General Meeting. Proxy votes will also be counted in any ballot vote that takes place at the EGM.
“Members will be asked to consider and approve a new set of Articles of Association for the WRU, which contain all of the amendments required to reflect the proposed governance changes,” the WRU explained in a letter sent to all clubs.
“A special resolution is specified by legislation as requiring a majority of not less than 75% of the votes cast by those Members who are present and voting at a meeting.
“Members unable to attend can vote by Proxy Form, which indicates how that Member wishes to vote.
“There is only the one resolution included in the EGM Notice which will be proposed for consideration at the EGM.
“There will be no other business undertaken and no other resolution can be placed on the agenda for the EGM, given that the Notice of an EGM is required to set out all of the business that is to be undertaken at the EGM.”