Core Values Are Long Overdue
- 08 May 2013
In his recent interview with Tom English, Paul Murray called on Rangers to adopt a set of core values that anyone joining the board of Rangers Football Club would, in future, be required to endorse and, formally, sign up too.
‘Whoever is involved going forward has to look after the club’s interests first and their own interests second,’ said Murray. ‘You are a custodian of the assets and you’re passing it through the generations. That’s your role. They should actually write a new constitution for Rangers which says that everybody who goes on the board has to agree to core values and if they don’t they can’t join. It sounds preposterous in some ways but I don’t think it’s a bad idea.’
It’s not preposterous at all. In fact, I think it’s an excellent idea, and one that should have been implemented long ago. A revised constitution, incorporating a Code of Conduct and an appropriate Conflict of Interest clause, is long overdue.
‘It’s not the Rangers way’, is the cry often heard when there has been an over-reaction, or a knee-jerk response by the fans, to some real or imagined criticism of the club. Yet I doubt if many could explain precisely what they mean when they say, ‘It’s not the Rangers Way’ – so, what exactly is ‘the Rangers way’?
Most of us automatically accept that there are certain fundamental values and principles that guide and regulate our behaviour as a club and as a supporter, and in that simple phrase, ‘the Rangers way’, we encapsulate all of the values that we hold dear, but rarely ever articulate.
For instance, most of us accept that, ‘the Rangers Way’ means that the behaviour of a Rangers fan should always be exemplary; that we should not stoop to the underhand tactics of our detractors; that we should always act with respect, dignity and pride; that we should uphold the rich history and traditions of our club and, above all, that we should never act in any way likely to bring the club into disrepute. I believe they are the core values that most Rangers fans would identify with; although I suspect that every official and every fan would have their own interpretation of ‘the Rangers Way’, and could make many additions to the short list above.
In many ways the Club has been guided by these unwritten principles since its birth in 1872 and we have had many excellent exemplars of those values, most notably in the strict disciplinarian that was, Bill Struth, and that icon of all things Rangers, Walter Smith. Both epitomise what being a Ranger really stands for, and both embody the values and behaviours inherent in that simple phrase, ‘the Rangers Way’.
However, the traumatic events of the past two years have shaken our club to its very foundations. It has become painfully clear just how easy it is for imposters, crooks and fraudsters to gain control of our club and undermine the values that we espouse when we talk of ‘the Rangers Way’. The ease with which Craig Whyte was able to gain control of our club and drag it to the brink of destruction, is a lesson that we must never forget. Nor should we forget the total lack of corporate and financial governance that characterised the Sir David Murray years and eventually spawned the highly damaging tax cases that our enemies so ruthlessly exploited. The fact is, the absence of prudent financial management and corporate governance during Sir David Murray’s stewardship created the conditions that enabled Craig Whyte to cynically and systematically dismantle our club.
The truth is we should never have been dependent upon the SFA, or any other body, to declare that Craig Whyte was not a ‘fit and proper person’ to own Rangers Football Club. All of the necessary checks and balances should have been in place to ensure that a shyster like Whyte could never have become the owner of one of the oldest and most respected football institutions in the world. But the truth is we had become lax and complacent; smug and over-confident. We ignored warning after warning in our desire to resolve the ownership issue and get someone at the helm that we thought would answer all our prayers. The apocalyptic warnings of Alastair Johnston, Paul Murray and others were ignored, as we relied, naively, on the mistaken belief that no one would take us for a ride. We were criminally complacent in our belief that only those who had Rangers at heart would step up to the plate and rescue us. How wrong we were!
The events of the past few weeks have reinforced just how important it is to have a set of rules in place to govern the appointment of board members and senior executives, and to regulate the corporate, public and private behaviour of our Board, including those officials who have a significant role - public or otherwise - on behalf of the club. We simply cannot afford any more loose tongues, shady deals, fraudsters and failed businessmen. We simply cannot afford more intemperate behaviour, unauthorised disclosures, financial mismanagement and failed governance.
Our executive and non-executive directors are our flag-bearers; they are the custodians of our history and traditions; they are the very public face of our club, and they are ambassadors for ‘the Rangers Way’. Their role is crucial and their conduct must, therefore, be beyond reproach. For those reasons alone, their conduct should be regulated in a similar manner to that of our other employees – by means of a legally binding contract. If we consider it vital and necessary to legally bind our players and staff to contracts of employment, why should we not bind our Board – our executive and non-executive directors – to a contractual arrangement that encapsulates the rules, regulations, principles and values upon which our club is founded, and within which we expect them to operate and behave.
The English football authorities have long since adopted Codes of Practice setting out the standards of behaviour expected of clubs, coaches, players, staff, supporters and parents, and some of these have been plagiarised by the SFA and incorporated in their current rules and regulations.
Rangers Football Club does of course have a constitution, but like many others it is somewhat antiquated and was never designed to deal with the traumatic events of the past two years. But we survived those trials and tribulations and now we’re slowly emerging into the light of a bigger, better future-one that will require robust and inquisitive regulatory systems. Rules, processes and procedures that will help us identify suitable investors, Chief Executive Officers, executive and non executive directors and other core staff. We need rules that will give us some protection against the predators that we now know are out there waiting to pounce.
To do this, we must learn the lessons of the past. We must ensure that our club constitution and codes of conduct (if, in fact, we have any at present) set out core values, delineate the principles upon which our club is founded and operated and sets the rules and standards of behaviour that will govern our business relationships. This will hopefully ensure that we can never again be misused, abused and manipulated by the likes of Craig Whyte.
A formal statement of our core values would be a welcome development, and a formal written undertaking, by each member of the Rangers Board, to uphold those values and principles would go a long way toward establishing the trust and confidence that is so vital – indeed, indispensable - to the ongoing relationship between the Board, the ordinary investor, Rangers fans and the general public. Certainly such a set of rules would, undoubtedly, help to establish the ‘bone fides’ of potential major investors and, more importantly, assess their financial (and other) claims and pronounce upon their suitability to become an owner, investor or senior official of our great club.
So, if we were to adopt Paul Murray’s timely suggestion, what might a revised Rangers Football Club constitution and code of conduct look like? We must start with the basics and demand that our Board and senior management team:
- Be honest, trustworthy and open
- Be reliable, dependable and respectful
- Promote professional standards
- Put fair treatment of clients at the centre of the way we approach our business
- Base decisions on a clear understanding of our needs, priorities, concerns and circumstances and, where possible, those of our clients and business partners
- Respect confidential information of clients, former clients and potential clients
- Communicate with the football authorities and clients in a way that is accurate and straightforward, and expressed in a way that people can understand
- Be transparent about our financial dealings, our business relationships and our relationships with others
- Ensure accurate and correct records are kept and shared as required with the relevant government, football and regulatory authorities
- Act with honesty, integrity, skill, care and diligence at all times
- Comply with the rules and regulations of the appropriate football authorities, and with all relevant laws and regulations
- Adopt an anti-corruption policy and ensure thatit is far-reaching and prohibits any involvement with bribery and corruption, both in the UK and abroad
- Act with the highest ethical standards and integrity whilst being a robust advocate for our club
- Act in the best interests of the Club, its supporters, clients and business partners, and defend it against those who would seek to damage or destroy it
- Treat people fairly regardless of their race, racial group, sex, sexual orientation, religion, beliefs, age or any disability
Whilst the above list is not a definitive or exhaustive one, it would certainly provide a sound foundation for the much-needed review of our constitution.
We must thoroughly embrace the old adage of, ‘once bitten twice shy’, and insist upon an exhaustive process of ‘due diligence’, when new investors appear on the horizon. Robust investigatory mechanisms should trigger automatically when a new owner/investor emerges, and we must put processes and procedures in place to thoroughly vet any potential new owners or major investors, including the people they currently do business with and have been associated with in the past. We must ferret out any wrong doing and act immediately upon any evidence that suggests a suspicious or failed business record.
We must implement a robust reporting mechanism through which our officials, employees and fans can report illegal acts or unethical matters (if necessary, anonymously) and we must minimise the risk of scandal, criminality, fraudulent activity and financial impropriety by implementing a process of focused monitoring and ongoing risk assessment. We must continue to monitor and review the risks to which our club is exposed, and as part of that process, we must adopt a comprehensive Conflict of Interest policy, like that described below, to which all of our senior executives and board members will formally sign up.
A possible conflict of interest exists when a director has a material personal interest, either direct or indirect, in a proposed transaction involving Rangers. When a director has an interest in a transaction being considered by the club, the director should disclose that conflict before the board of directors, or an appropriate officer, before the club takes action on the matter. Any board member having a conflict of interest will not vote or use his or her personal influence on the matter and will not be present when the matter is discussed by the board. The minutes of the meeting will reflect that a disclosure was made, and record the abstention from voting. The Conflict of Interest policy also will apply to immediate family members, the club’s committees, its Directors, committee members and staff, and all will be required to attest annually to their familiarity with the policy, and to provide information concerning any possible conflict of interest so that disclosure, if necessary, is made. Staff members and their immediate families will not benefit materially from the club beyond receipt of salaries, fringe benefits, and reimbursement for authorised expenses. For the purposes of the policy, ‘material personal interest’ is:
- an ownership or investment interest in any entity with which the Club has a transaction or arrangement;
- a compensation arrangement with the Club or with any entity or individual with which the Club has a transaction or arrangement; or
- a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Club is negotiating a transaction or arrangement.
(Compensation includes direct and indirect remuneration as well as gifts, favours, and non-financial benefits that are not insubstantial.)
Given our experiences with Craig Whyte and his associates and, to a much lesser extent, the inappropriate behaviour of Charles Green and Imhran Ahmad in recent weeks, our approach must be one of zero-tolerance in relation to corruption, dishonesty, financial impropriety, incompetence, poor performance and political in-fighting. Our club has a good track record in recent year when it comes to combating sectarianism and racism and we must continue to maintain that momentum.
We must be careful what we say and do. We have offered too much ammunition to our enemies and detractors in recent months, and we must stop it. Requiring our board members and executive staff to sign up to a comprehensively revised, and legally binding, Constitution, Code of Conduct and Conflict of Interest policy may not be the answer to all of our problems, but it will undoubtedly have a positive impact upon the behaviours that have been so damaging in recent weeks.
Paul Murray’s suggestion that we ‘write a new constitution’ should not be taken too literally, but there is an absolute requirement for an urgent review of our existing constitution and the immediate implementation of brand new Codes of Practice and Conflict of Interest policies that reflect our determination never, ever to repeat the mistakes of the past – they must reflect and reinforce what we all believe ‘the Rangers Way’ to mean.
If we really subscribe to core values of honesty, integrity and transparency, let’s put in place the mechanisms that will underpin them and help ensure that our club is never left cruelly exposed again.
Calvin Spence (aka) JCS is a frequent contributor to Rangers Media as a Site Writer and occasional contributor to Gersnet. He has supported Rangers since 1974 and his career has focused on industrial relations, employment law and contracts of employment. He lives just outside Belfast.