Mark Hodkinson: Inside the Boardroom
Sunday, 21st Mar 2021 13:03 by Mark Hodkinson
Vital reading for all Dale fans – in a bid to help better understand the inner workings of football clubs, and Rochdale AFC in particular, we’ve asked journalist, author and Dale supporter, Mark Hodkinson, to write a short series of articles on the subject. He starts today with a general outlining of how clubs are run.
We each believe we own our football clubs; it’s supposed to be this way. We become one, us and the club, usually wedded for life.
In truth, however, we don’t own our clubs. Although they can often feel to be a co-operative or friendly society in all but name, they are actually private limited companies.
This means there are shareholders and these elect a board of directors who effectively run the club on their behalf, with each shareholder having a vote commensurate to their number of shares.
Whether a retail empire, dot com start-up or a football club, boards work best when directors are informed, passionate and astute. They must welcome ideas and embrace differing opinions but still rally to a strong, attentive and decisive chairman.
Without such personnel and attributes, a board and its dependent business can fall listless and lose direction, sometimes falling foul of personal agendas or wrong-headed policies.
Rochdale AFC Ltd has 343 shareholders (see list below). Each share has generally cost between £1 and £2. Most own just a handful and, really, they stand as quasi-souvenirs. Shares in significant numbers (12,000 upwards) are owned by 12 individuals, families, companies or trusts.
By far the largest single shareholder, with 110,000, is the former chairman, Andrew Kilpatrick, who inherited them from his father, Brian Kilpatrick. The current acting-chairman, Andrew Kelly, has 58,250, while the US-based Dan Altman and Emre Marcelli have a combined total of almost 75,000.
Clubs such as Rochdale, which have so many disparate shareholders owning different amounts, are, in effect, multiple owned. Until a single person or conglomerate acquires 51 per cent of all issued shares, it will remain this way.
The board at Spotland has evolved on an ad hoc basis with shareholders usually happy to accept appointments ‘on the nod’. Sitting directors have invariably invited friends, family and business acquaintances to join or replace them on the board with a view to them bringing their particular expertise, or finance, into play on the club’s behalf. This is done without consulting fans because, customarily, there is trust that everyone is working towards a common good.
In Rochdale’s case the pattern is similar to other lower league clubs. Directors (almost always men) are drawn from a town’s professional caste (accountants, solicitors, lawyers etc). They are often a clique, playing golf together, mingling at their local Masonic hall or at the bar of a country pub. When a fan who has held a season ticket for 50 years asks why he isn’t running his club, it’s primarily because he doesn’t mix in the right circles and know the right people.
Fans often believe that directors put a great deal of their own money into a club, thereby ‘earning’ their seat of power and influence. While at Rochdale this is true of Andrew Kelly who has invested a significant amount, the other three full members of the current board have put into the pot (at least via shares) between £15,000 and £20,000 each – sums possibly within the reach of a good number of fans.
Sometimes – but not, I’m told, at Rochdale – directors are granted shares as payment in lieu. In other words, for time spent, say, proffering legal advice to the club over a given period, he will accept a tranche of shares as recompense. This would seem a fair ‘swap’ and, as shares are often worth little on the open market, it usually stands as a philanthropic gesture. In fact, many directors view their time in a football club boardroom as largely an act of benevolence.
When a club is running smoothly, happiness flows, from boardroom to pitch to fan; all is well with the world. Scores of tiny decisions are made on a daily basis within a club and, if completed efficiently and with good heart, they make the bigger ones feel natural, instinctive. The club does well, the forums fall quiet and we’re all kissing the badge.
Unfortunately, here at Rochdale, matters over the past year or so have gone awry and amiss, significantly so. There is frustration and anger and distrust between the board and fans beyond anything in living memory.
RAFC Ltd shareholders with more than 1,000 each:
Photo: Action Images
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