TERMS OF REFERENCE FOR THE DERBY COUNTY FOOTBALL CLUB SUPPORTERS' BOARD

CLUB STRUCTURE

The Derby County Football Club Supporters’ Board (SB) will sit alongside the Supporters Charter Group (SCG). Both fan-populated chambers will carry equal weight and importance but with separate responsibilities.

SB PURPOSE

The SB's purpose is to help ensure that Derby County Football Club (DCFC) is run in the long-term interests of the fans, focusing on financial compliance and sustainability, governance processes, and the overall Club strategy.

SB STRUCTURE

In line with the Football Supporters Association’s (FSA) recommendation, the SB consists of 6 members as follows:

  • 1 member from the Rams Trust – initial term 3 years
  • 1 member from the groups that make up the SCG – initial term 3 years
  • 4 independent members – initial term 2 years


    • To avoid whole-scale board changes, the initial term of all SB members can be extended by 1 year. Further, the SB can increase the number of members to 7 to ensure sufficient overlap with incoming and outgoing members. All members may serve a maximum of 2 terms.

    The SB will work with DCFC to formulate a process for appointing future members and reappointing or extending the term of existing members.

    The SB can also appoint an interim member for up to 12 months to provide expertise in an area that the SB lacks.

    SB Members

    The current board is made up of 6 members:

  • Hilary Leam (Chair) - Rams Trust/SCG
  • Craig Flindall (Vice-Chair) - Independent
  • Jas GiddaPunjabi - Rams/SCG
  • Stella Gutteridge - Independent
  • Alex Leyland - Independent
  • Steve Wilson - Independent


    • The SB members are responsible for electing the Chair, who is elected for one year. The new Chair is elected yearly at the first SB meeting of the new football season (usually July/August).

    RESPONSIBILITIES OF THE SB

    The SB members have no fiduciary responsibilities but will have two layers of responsibility in fulfilling the SB’s purpose.

    Firstly, the SB has veto powers on Consent topics covering heritage matters. Secondly, the SB will request and review information and provide input to Discussion topics but has no power of veto in these areas.

    CONSENT TOPICS

    The SB will have the power to veto certain club decisions, which cannot be made without SB consent.

    Areas where the power of veto resides with the SB are:

    1. DCFC shall not undertake a move away from Pride Park, or sale of the Stadium to an entity which is not part of the same group of companies as Derby County (The Rams) Limited (“DCFC”) or an entity which is not a wholly owned subsidiary of the ultimate parent undertaking of the same entity that wholly owns Derby County (The Rams) Limited (“DCFC”) without SB consent

    2. DCFC shall not undertake to change the Club’s name without SB consent

    3. DCFC shall not undertake to change the Club colours away from black and white without SB consent

    4. DCFC shall not undertake to make significant changes to the Club crest without SB consent

    5. DCFC shall not become a member of a Breakaway Competition without SB consent

    The SB have veto power on Consent topics and will seek fan consultation through the SCG and other supporters' communications channels when required.

    DISCUSSION TOPICS

    Areas for discussion shall include all the topics necessary to fulfil the purpose of the board, including but not limited to

    1. Club finances

    2. Delivery of and participation in key elements of the Club’s off-pitch strategy (e.g. against diversity targets)

    3. Sponsorship principles/core values

    4. DCFC corporate social responsibility

    5. Changes in the ownership, or lease conditions, of Pride Park Stadium

    While the SB has no veto power in the above areas, there is protection under protocols to report to either an Independent Regulator (on its appointment) or to the FA, Premier League or EFL, any areas of concern.

    For clarity, whilst the SB’s remit does not specifically cover football matters, discussions and briefings will take place regarding the academy and other football matters that may adversely impact the long-term on-field performance and financial sustainability of the Club.

    CODE OF CONDUCT OF THE SB

    All SB members have signed the SB Code of Conduct, which outlines the expected standards of behaviour, confidentiality, and the duties and responsibilities of an SB member, which include and are not limited to:

  • To represent the group's and the broader fan base's views while balancing them against financial and practical realities.
  • To provide the SB with various skills, knowledge and experiences.
  • To provide leadership and help set the SB’s overall strategic direction.
  • To take and accept collective and collegiate responsibility for all decisions made by the SB, meaning that no individual will speak against the majority decision made by the SB.
  • To always be mindful of the responsibility to maintain and develop the ethos and values of the SB.
  • To accept that no individual has the legal authority to act on behalf of the SB.
  • Acknowledging the role of an SB member involves a significant commitment of time and energy.
  • To strive to work as a team where constructive working relationships are actively promoted.


    • The full Code of Conduct can be found in the document ‘Derby County Code of Conduct & Disciplinary Process for Supporters’ Board Members’.

    ROLE OF THE CHAIR

    The Chair of the SB is pivotal in ensuring effective communication, representation, and collaboration between the Club and its supporters. Below is an outline of the key responsibilities and expectations for this role:

  • Maintain strong communication with senior Club officials, including the Club’s board members, to advocate for the SB’s input on key decisions.
  • The Chair should ensure that supporters’ interests are considered in decisions that affect the Club’s future.
  • Chair Meetings: The Chair is responsible for organising, leading, and managing SB meetings. This includes setting agendas, ensuring that all relevant topics are covered, and encouraging balanced and productive discussions.
  • The Chair has the casting vote when the member votes are tied.
  • Ensure all SB members can voice their opinions and concerns while keeping the discussions focused on key objectives and outcomes.
  • Handle conflicts or disagreements that may arise between supporters, board members, or between the SB and the Club. The Chair should work toward resolution through diplomacy and effective communication.
  • Driving the long-term vision and strategy to ensure the SB remains relevant, efficient, and effective by fostering a forward-thinking approach that addresses current concerns and future challenges.
  • Regularly update the supporters about the Club’s plans, challenges, and progress, ensuring transparency and trust.


    • In instances where the Chair cannot perform their role, the Vice-Chair will take up the functions and responsibilities of the Chair.

    SB MEETINGS

    The SB will meet quarterly with representatives of the DCFC Board of Directors, and it is anticipated that the SB will meet with members of the DCFC Board of Directors at least twice a year.

    WORKING RELATIONSHIPS

    To fulfil the SB’s purpose, members must work closely with the Club and SCG.

    RELATIONSHIP WITH THE SCG

    Whilst the Club will retain a two-way dialogue with the SB and SCG, it is the two chambers' collective responsibility to ensure close collaboration (particularly where issues overlap).

    The SCG will continue its regular schedule of meetings. The SB will send two representatives to SCG meetings to evolve a communications channel between the two chambers.

    RELATIONSHIP WITH DCFC

    The Club will provide the SB with administrative support where possible, including coordinating meetings and recording minutes of SB meetings.

    The Club will handle all SB communications and online presence, and the SB Chair will sign off on all communications.

    Outside of SB meetings, liaising with other DCFC employees may also be needed.

    SUPPORTER COMMUNICATIONS

    The SB will publish articles summarising key points of all Board meetings.

    Supporters can raise questions with the SB through the SCG or via email. The SB will endeavour to respond to all relevant questions under its remit.

    SB's contact details will be published and promoted across DCFC's media channels and website.

    Review of SB Terms of Reference

    These Terms of Reference for the SB will be reviewed after six months, in January 2025, and then annually, at the start of the football season, in the first SB meeting.