1. Finance, Ownership and Governance
Structured Dialogue
Finance, Ownership and Governance

2. Structured Dialogue Finance, Ownership and Governance
The availability and quality of published information;
How can this be improved?
Four areas
Published accounts
Security for debt
Ownership
Governance and accountability

3. Structured Dialogue Sources of Information
Companies House
 Company accounts
Owners & Directors
Security granted to lenders   
Published reports
The Guardian – Premier League clubs only
Deloitte Annual Review of Football Finance
Club websites
 Currently minimal disclosure obligations

4. Structured Dialogue Published Accounts Level of disclosure
Size of company
Criteria (any 2 of 3)
Clubs
Disclosure
Income
Assets
Employees
Small
< £10.2m
< £5.1m
< 50
Non league
Most League 1 & 2
No audit
No profit & loss
Fewer notes
Medium
< £36m
< £18m
< 250
Championship
Some League 1 & 2
Large
> £36m
> £18m
> 250
Premier League
Full disclosure
Filing deadlines
Private companies – 9 months
Public companies – 6 months

5. Structured Dialogue Profit & Loss Account
Summarises income, costs, player trading and profit/loss for current and prior year;
Build up a picture over a period of years;
Is there a pattern of escalating losses (or profits!)?
Player trading – should comprise “amortisation of player registrations” and “profit/loss on sale”.

6. Structured Dialogue Balance Sheet
Summarises assets, liabilities, equity and reserves for 2 years
Build up a picture over period of years
Does the balance sheet show net assets or a net deficiency?
Does the balance sheet show net current liabilities?
Does the club have long term liabilities?
Does the club own its stadium?
Does movement on reserves indicate a profit or loss?
Does movement in share capital suggest investment by owners?

7. Structured Dialogue Audit Report
Three options
Clean Report
Qualification
Emphasis of matter
Possible reasons
 Uncertainty about “going concern” status
Doubts about support from lenders/investors
Proper accounting records not kept

8. Structured Dialogue Notes to Accounts
Going concern status
Sources of income *
Wages – all staff *
Directors’ remuneration *
Debt, including term & security *
Related party *
Post balance sheet events *
Intangible assets – value of player transfer fees paid/ amounts written off
* Small companies – no obligation to disclose;
Medium sized companies – limited disclosure only

9. Structured Dialogue Debt/Security
Companies who have granted security for borrowings must file document at Companies House.
Once debt is repaid and security released, this will be disclosed.

10. Structured Dialogue Ownership
Club website – FAPL & EFL require disclosure but information not always complete;
Accounts – should disclose “ultimate controlling party”;
Companies House (annual return or confirmation statement) or by searching on “persons with significant control”.

11. Structured Dialogue Governance & Accountability
Financial compliance. FAPL & EFL require evidence of compliance but no publicly available information.
Relationship with shareholders. No longer an obligation to hold AGMs.
Club directors. No requirement to disclose any details of roles or remuneration on most clubs’ accounts.

12. Structured Dialogue Recommendations for Improved Disclosure
Prompter publication of accounts;
Mandatory publication of accounts on club website;
Fuller disclosure within accounts - beyond minimum requirements;
Disclosure of directors’ roles, duties and terms of employment including remuneration;
Fuller disclosure of ownership structure on club website, including interim holding companies;
Confirmation from FA/leagues of financial compliance by clubs;
Mandatory AGMs;
Penalties for non compliance.

13. Structured Dialogue Recommendations for Supporters’ Trusts to Address to Clubs
Voluntary Disclosure/Communication
Produce detailed accounts regardless of exemptions;
Improve disclosure where deficient;
Publish accounts on website;
Hold AGM or similar forum annually.

14. Structured Dialogue
Thank you!
Any questions?