Standing Orders & Rules of Procedure

STANDING ORDERS OF THE BOARD OF DIRECTORS (“Directors”)
OF FOOTBALL ASSOCIATION OF WALES LIMITED (“Association”)

Made pursuant to Article 7.2 of the Association’s articles of association (“Articles”)

FREQUENCY OF DIRECTORS’ MEETINGS

1. Meetings of the Directors shall normally be held at monthly intervals and, unless agreed by the Directors to the contrary, no less frequently than ten (10) times per calendar year from 2020 onwards. Additional meetings may be arranged in accordance with the Articles.

NOTICE

2.       

(a) Any Director wishing to propose a matter for inclusion on the agenda of a Directors’ meeting shall give notice in writing, signed by the Director, at least fourteen (14) clear days before the next Directors’ meeting, to the  chair of the Directors (“Chair”) and the Chief Executive Officer of the Association. Save for such matters, the matters for inclusion on the agenda for each meeting shall be as stipulated by the Chair, in consultation with the Chief Executive Officer.

(b) Seven (7) clear days at least before a Directors’ meeting, a notice of the meeting, specifying the date, time, venue and business proposed to be transacted, shall be given to every Director, using the systems and procedures set by the Association from time to time.

(c) The Chief Executive Officer shall set out in the notice of every Directors’ meeting all matters stipulated by the Chair.

(d) No matter which does not appear on the agenda of the Directors’ meeting shall be considered at the Directors’ meeting unless it is certified as being a matter of urgency by the  Chair of the meeting and at least two-thirds of the Directors present at the time of the vote give their consent.

CHAIR

3. The provisions of Article 13 of the Articles shall apply in relation to the chairing of each Directors’ meeting. Any power or duty of the Chair in relation to the conduct of the Directors’ meeting may be exercised by the person chairing the meeting.

PARTICIPATION AND QUORUM

4. The provisions of Articles 11 and 12 of the Articles shall apply in relation to participation in, and the quorum for, any Directors’ Meeting.

ORDER OF BUSINESS

5. The order of business at every Directors’ meeting shall be:-

(a) To choose a person to chair if the Independent Chair (as defined in the Articles) and other persons specified in Article 13 of the Articles are all absent.

(b) To approve (as amended, if necessary) as a correct record the minutes of the last Directors’ meeting.

(c) To consider any matters arising from the minutes of the last Directors’ meeting.

(d) To dispose of matters (if any) remaining from the last Directors’ meeting.

(e) To receive the minutes of the meetings of committees of the Directors (“Committees”) (which shall include the minutes of any meeting of a sub-committee, panel, board or working group (“Sub-Committee”) of a Committee referred to in the Committee’s minutes) and to consider, as the Directors think fit, any matter referred to in or arising out of such Committee minutes.

(f ) To consider all other matters in the order in which they appear on the agenda of the Directors’ meeting.

(g) The Chair of the Directors’ meeting shall have the power at any time to vary the foregoing order of business.

MINUTES

6.

(a) When a vote of the Directors is taken on any matter during a Directors’ meeting, a record shall be kept of the number of abstentions, the votes for or against the motion and any casting vote of the Chair (cast in accordance with Article 14 of the Articles). This information shall be recorded in the minutes.

(b) No discussion shall take place upon the Directors’ meeting minutes, except upon their accuracy, and any question of their accuracy shall be raised by motion (of which at least 24 hours’ notice in writing shall have been given to the Chair and the Chief Executive Officer). If no such question is raised or, if it is raised, then as soon as it has been disposed of, the minutes shall stand as a correct record.

(c) The minutes of all Directors’ and Committee meetings shall be sent to each Director, together with the notice calling the next Directors’ meeting, using the systems and procedures set by the Association from time to time.

DISORDERLY CONDUCT

7.

(a) It shall be the duty of the Chair to preserve order at Directors’ meetings.  Directors shall show respect for the Chair at all times.

(b) If any Director in the opinion of the Chair, notified to the Directors’ meeting, misconducts him or herself by disregarding the ruling of the Chair or by behaving irregularly, improperly, offensively or by obstructing the business of the Directors, the Chair or any other Director may move a motion that “The Director named be not further heard for the remainder of the meeting” and, if seconded, shall be put and determined without discussion.

SUSPENSION OF STANDING ORDERS

8. Any motion for the suspension of Standing Orders collectively (or any specific Standing Order or Standing Orders) at a Directors’ meeting shall not be carried unless supported by at least two-thirds of the Directors present, and eligible to vote, at the time of the vote.

COMMITTEES OF THE DIRECTORS

9. The Committees of the Directors at the date of the adoption of these Standing Orders shall be:-

1. Officers Committee;

2. International Game Board;

3. National League Board;

4. National Cup Board;

5. Community Game Board;

6. Referees Committee;

7. Disciplinary Panel Chairmen's Committee; and

8. Finance, Audit & Risk Committee.

10. The Directors may from time to time create other Committees.

11. Each Committee may from time to time create Sub-Committees to assist in its work, subject in each case to the prior approval of the Directors. The Directors’ approval will include, without limitation, any requirement for a maximum or minimum number of members of a Sub-Committee; any requirement for a quorum for meetings of the Sub-Committee and the appointment of any chair or deputy chair of the Sub-Committee. Persons who are not Members of the Council (as defined in the Articles) may be appointed to a Sub-Committee. A Sub-Committee will report and/or make recommendations to its appointing Committee but shall not have plenary powers.

12. Save as expressly stated in these Standing Orders, each Committee shall be composed of those Members of the Council appointed by the Council in accordance with the Rules and otherwise as set out below in these Standing Orders. 

13. The Directors shall have the right to co-opt additional members (who need not be Members of the Council) onto any Committee or Sub-Committee. Such co-opted members shall not have the right to vote but shall otherwise be entitled to participate fully in the proceedings of the Committee or Sub-Committee. Co-opted members shall not count for the purpose of calculating a quorum of a meeting and their number shall be disregarded for the purpose of calculating any maximum or minimum number of members of a Committee or Sub-Committee.

14. Each Committee shall have full powers to make decisions within their own remit and budget, as set by the Directors from time to time but nothing in this provision shall limit or restrict the right of the Directors lawfully to change or alter (in whole or in part) a decision of a Committee.

15. The chair of the Officers Committee shall be the President of the Association. The chair of each of the International Game Board, the National League Board, the National Cup Board and the Community Game Board shall be appointed by the Council from the Officers (as defined in the Articles) and each Officer may only hold one such post.  All Committees shall appoint their own deputy chair. Past Presidents and Life Councillors shall not be eligible for appointment as chair or deputy chair for any Committee or Sub-Committee. The appointment of the chair of each Committee shall be for the term of the Officers, as set out in the Rules. The appointment of the deputy chair of each Committee shall be for four (4) years. The chair of a meeting of a Committee shall be entitled to a second or casting vote in the case of an equality of votes.

16. Three (3) members of a Committee (including the chair of the meeting) shall form a quorum.

17. Each Committee shall normally meet monthly and, unless agreed by the voting members of the Committee to the contrary, no less frequently than ten (10) times per calendar year from 2020 onwards. The chair of the Committee may arrange additional meetings or cancel a meeting, in consultation with the Chief Executive Officer.

18. No Member of the Council shall be a member of more than one of the International Game Board, National League Board, National Cup Board and Community Game Board and no Elected Member (as defined in the Articles) who is a Director shall be a member of any of the said four (4) Committees. These restrictions shall not apply to a member who is co-opted onto a Committee or Sub-Committee by the Directors pursuant to standing order 13 above. Notwithstanding this, the maximum number of concurrent co-opted members on each of the four (4) Committees shall be two (2). The maximum number of the four (4) Committees onto which a member may be co-opted concurrently shall be one (1).

19. Save where stated to the contrary or otherwise where the context so requires, the provisions of these Standing Orders which are stated as applying to the proceedings of the Directors’ meetings shall also apply to the proceedings of the Committees and Sub-Committees, with the necessary adjustments.

COMPOSITION, POWERS AND DUTIES OF COMMITTEES

20. Officers Committee

i.  Comprised of:-

• President;
• Deputy President;
• Two Vice-Presidents.

ii.  Responsibility for:-

• FIFA;
• UEFA;
• IFAB;
• Council & staff;
• Code of Ethics; and
• Code of Conduct.

21. International Game Board

i.  Chaired by an Officer, appointed by the Council, together with a minimum of six (6) and a maximum of ten (10) other Members of the Council, also (subject to Standing Order 18) appointed by the Council.

ii.  Responsibility for:-

• Chair and deputy chair involved in the recruitment of National Team Management;
• Men’s A, Men’s Under 21s, Men’s Under 19s, Men’s Under 17s international squads and matches;
• Women’s A, Women’s U19s, Women’s U17s international squads and matches;
• Wales B and C international squads and matches;
• Development squads and matches;
• Futsal (representative squads and matches);
• The Welsh Academies representative squad (Semi-professional) and matches;
• High performance football including elite coach education;
• Medical; and
• Regions Cup (post-qualification).

22. National League Board

i.  Chaired by an Officer, appointed by the Council, together with a minimum of six (6) and a maximum of ten (10) other Members of the Council, also (subject to Standing Order 18) appointed by the Council..

ii.  Responsibility for:-

• National Leagues and Qualifying Clubs in men’s Tiers 1-3;
• Promotion from men’s Tier 4 to Tier 3 ;
• The business of the Leagues (Cymru Premier, Cymru North, Cymru South and Adran Premier);
• Administration of Leagues (Cymru Premier, Cymru North, Cymru South and Adran Premier);
• Management and enforcement of Leagues’ Rules and Regulations (Cymru Premier, Cymru North, Cymru South and Adran Premier);
• Academies; and
• Player registrations.

23. National Cup Board

i.  Chaired by an Officer, appointed by the Council, together with a minimum of six (6) and a maximum of ten (10) other Members of the Council, also (subject to Standing Order 18) appointed by the Council.

ii.  Responsibility for:-

• FAW Cup Competitions (Welsh Cup, FAW Trophy, Cymru Premier Cup, Academy Cup, Youth Cup, FAW Women’s Cup, FAW Girls’ Cup, Futsal Cup);
• Event management of finals and semi-finals for each of the above;
• The business of the FAW Cup Competitions;
• Administration on the FAW Cup Competitions; 
• Management and enforcement of FAW Cup Competitions Rules and Regulations.
• Futsal (domestic competitions / clubs); and
• Regions Cup (pre-qualification). 

24. Community Game Board

i.  Chaired by an Officer, appointed by the Council, together with a minimum of six (6) and a maximum of ten (10) other Members of the Council, also (subject to Standing order 18) appointed by the Council.

ii.  Responsibility for:-

• All adult and junior leagues / cups / clubs under the jurisdiction of the Area Associations (including men’s Tier 4 and below plus women’s Tier 2 and below);
• Grassroots football development including all non-elite coach education; 
• Equality, diversity and inclusion; 
• Club accreditation;
• Area Associations (as defined in the Rules of the Association); and
• Schools/Full-time Education;

25. Referees Committee

i.  The membership of the Committee will be comprised in accordance with the FIFA Regulations on the Organisation of Refereeing. Subject to the foregoing, it shall be chaired by an Officer, appointed by the Council, together with five (5) other Members of Council, also appointed by the Council, and five (5) non-Council members, appointed by the Directors. 

ii.  Responsibility for:-

• all matters relating to refereeing, as set out in the FIFA Refereeing Regulations,including:
• The Association’s refereeing structure and organisation; and
• Strategies and programmes for all levels of the game.

26. Disciplinary Panel Chairmen’s Committee

i.  Comprised of the four (4) Members of the Council appointed by Council in accordance with the Association’s Rule 42.1.

ii.  Responsibility for:-

• reviewing the policies, procedures, operations and decisions of the Disciplinary Panels made under Section E of the Association’s Rules;
• reviewing or considering any non-case specific aspect of the Association’s disciplinary offences and procedures referred to it by the Association from time to time; and
• reporting to the Directors (with any appropriate recommendations) on each such review.

27. Finance, Audit & Risk Committee

i.  Chaired by a suitable qualified independent Director, appointed by the Council, together with two (2) Officers, appointed by the Council, two (2) other Members of the Council (ideally with financial or senior corporate experience), also appointed by the Council, and two (2) external experts with financial and/or senior corporate experience appointed by the Directors.

ii.  Responibiliyty for:-

• Overseeing regulatory compliance, business ethics and integrity;
• Overseeing internal control / audit and external audit processes;
• Maintaining / updating the Risk Register;
• Overseeing the Business Continuity Plan;
• Overseeing whistleblowing;
• Scrutinising the balance sheet, including the investment portfolio; 
• Scrutinising proposed "material" capital expenditure projects before approval; 
• Reviewing financial budgeting, forecasting, and reporting;
• Investigating "material" operating income / cost variances;
• Overseeing sustainability initiatives; and 
•  Scrutinising "material" external contracts with both suppliers and customers. 

The Directors shall prescribe what constitutes "material" from time to time. 

REPRESENTATION ON ASSOCIATED ENTITIES

28.  Cymru Football Founbdation

i.  The Association shall be represented by four (4) persons on the board of trustees of CFF and these shall comprise of:

•   One (1) Officer selected by the Council; and

•   Three (3) other Members of the Council selected by Council

ii.  The said representatives shall report to the Directors regularly on matters undertaken or discussed by the CFF which affect the business of the Association.

​​​​​iii.  The responsibilities of CFF are:

•  To assist in the planning, funding and provision of new facilities, or the improvement of existing facilities, in any part of Wales related to the playing of association football, or other games or sports and thereby to assist in ensuring that due attention is given to the physical education and development of participants;

•  To further the promotion of community participation in healthy physical recreation with specific reference to improving social welfare amongst disadvantaged communities, immigrants and refugees, those communities which feel under-represented or not naturally attracted to football or other games or sports;

•  To support and promote targeted participation and accessibility strategies, equality, diversity and inclusion strategies and sustainability and social responsibility strategies (including health, education and community development covering all ages) including social cohesion and using the power of football to bring communities together; and

•  To undertake any actions, activities or services which are complementary to or in any way related to the achievement of the above.

​​​​​29. FAW Grounds Improvements Limited (“WGI”)

In respect of WGI:-

i. The Association’s representatives on the board of WGI shall be selected by Council (using, where appropriate, a person’s principal residence to determine “north” or “south” and shall comprise:-

• Two (2) Officers;
• One (1) Member of Council representing an Area Association in north Wales;
• One (1) Member of Council representing an Area Association in south Wales);
• One (1) Member of Council representing the Qualifying Clubs (as defined in the Association’s Rules) in north Wales;
• One (1) Member of Council representing the Qualifying Clubs (as defined in the Association’s Rules) in south Wales;
• One (1) Past President from north Wales;
• One (1) Past President from south Wales;
• One (1) Life Councillor from north Wales;
• One (1) Life Councillor from south Wales; and
• Two (2) independent members.

ii. The said representatives shall report to the Directors regularly on matters undertaken or discussed at WGI which affect the business of the Association.

 

As Approved by the FAW Board - Nov 2023 

RULES OF PROCEDURE OF THE SHAREHOLDERS (“Council” OR “Councillors”) OF FOOTBALL ASSOCIATION OF WALES LIMITED (“Association”)

FREQUENCY OF COUNCIL MEETINGS

1. Meetings of the Council shall normally be held at bi-monthly intervals and always in Wales. They shall rotate in turn between South and North Wales. Additional meetings may be arranged in accordance with the Association’s articles of Association (“Articles”).

NOTICE

2.

(a) Notice of each meeting of the Council shall be given in accordance with Article 32 of the Articles. Any Councillor wishing to propose a matter for inclusion on the agenda of a meeting of the Council shall give notice in writing, signed by the Councillor and at least one (1) other Councillor, at least twenty one (21) clear days before the next meeting of the Council, to the Council Meeting Chair and the Chief Executive Officer of the Association. Save for such matters, the matters for inclusion on the agenda for each Council meeting shall be as stipulated by the Council Meeting Chair (as defined in the Articles), in consultation with the Chief Executive Officer.

(b) Fourteen (14) clear days at least before a meeting of the Council, a notice of the meeting, specifying the date, time, venue and business proposed to be transacted, shall be given to every Councillor, using the systems and procedures set by the Association from time to time.

(c) The Chief Executive Officer shall set out in the notice of every meeting of the Council all matters stipulated by the Council Meeting Chair and any of which notice has been duly received from Councillors, and in the latter case, in the order in which they have been received (unless the Councillor giving such notice has since withdrawn it in writing).

(d) No matter which does not appear on the agenda of the meeting of Council shall be considered at the meeting unless it is certified as being a matter of urgency by the Council Meeting Chair and two-thirds of the Councillors present at the time of the vote give their consent.

COUNCIL MEETING CHAIR

3. The provisions of Article 35 of the Articles shall apply in relation to the chairing of each meeting of the Council. Any power or duty of the Council Meeting Chair in relation to the conduct of the Council meeting may be exercised by the person chairing the meeting.

PARTICIPATION AND QUORUM

4. The provisions of Articles 33 and 34 shall apply in relation to participation in, and the quorum for, any meeting of the Council.

ORDER OF BUSINESS

5. The order of business at every meeting of the Council shall be:-

(a) To choose a person to be the Council Meeting Chair if the circumstances set out in Articles 35.2 or 35.3 of the Articles apply.

(b) To approve (as amended, if necessary) as a correct record the minutes of the last meeting of the Council.

(c) To consider any matters arising from the minutes of the last meeting.

(d) To dispose of matters (if any) remaining from the last meeting.

(e) To receive the minutes of the meetings of the Directors of the Association and the minutes of the meetings of committees of the Directors and to consider any matter referred to in or arising out of such minutes provided that such matter shall be raised by motion (of which at least 48 hours’ notice in writing has been given to the Council Meeting Chair and the Chief Executive Officer).

(f ) To consider all other matters in the order in which they appear on the agenda of the meeting.

(g) The Council Meeting Chair shall have the power at any time to vary the foregoing order of business.

MINUTES

6.

(a) When a vote of the Councillors is taken on any matter during a meeting, a record shall be kept of the number of abstentions and the votes for or against the resolution or motion and any casting vote of the Council Meeting Chair (in accordance with Article 38.5 of the Articles and section 8 below). This information shall be recorded in the minutes.

(b) No discussion shall take place upon the Council meeting minutes, except upon their accuracy, and any question of their accuracy shall be raised by motion (of which at least 48 hours’ notice in writing has been given to the Council Meeting Chair and the Chief Executive Officer). If no such question is raised or, if it is raised, then as soon as it has been disposed of, the minutes shall stand as a correct record.

(c) The minutes of all Council meetings shall be sent to each Councillor together with the notice calling the next meeting of the Council, using the systems and procedures set by the Association from time to time.

RULES OF DEBATE

7.

(a) Agenda items and amendments

An agenda item shall not be discussed at a meeting of the Council unless notice has already been given in accordance with the Articles and section 2 above. Agenda items which are resolutions may only be amended in accordance with Article 42 of the Articles.

(b) Only one Councillor to stand at a time

A Councillor when speaking shall stand and address the Council Meeting Chair. If two or more Councillors rise, the Council Meeting Chair shall call on one to speak and the other or others shall sit. While a Councillor is speaking the other Councillors shall remain seated, unless rising to a point of order or in personal explanation.

(c) Content and length of speeches

A Councillor shall direct his or her speech to the question under discussion, to a personal explanation or to a point of order. No speech shall exceed five minutes except by consent of the Council.

(d) When a Councillor may speak again

A Councillor who has spoken on any agenda item shall not speak again whilst it is the subject of debate, except:-

(i) on a point of order; or

(ii) by way of personal explanation.

(e) Matters which may be moved during debate

When an agenda item is under debate no other matter shall be moved except the following:-

(i) that the agenda item be now put to a vote. If the Council Meeting Chair, in his or her opinion, considers that the matter before the meeting has been sufficiently discussed the Council Meeting Chair shall put the agenda item to the vote; or

(ii) that a Councillor be not further heard in accordance with section 9(b) below.

(f ) Points of Order

(i) A Councillor may rise on a point of order in personal explanation and shall be entitled to be heard forthwith. A point of order shall relate only to an alleged breach of these Rules of Procedure, the Articles, the Rules of the Association, the Regulations of the Association, or any statutory provision, and the way in which the Councillor considers it has been breached. A personal explanation shall be confined to some material part of a former speech by the Councillor which may appear to have been misunderstood in the present debate.

(ii) The ruling of the Council Meeting Chair on a point of order or on the admissibility of a personal explanation shall not be open to discussion.

VOTING, POLLS AND PROXIES

8. The provisions of Articles 38 to 41 (inclusive) of the Articles shall apply in relation to voting on any resolution or motion at Council meetings, demand for a poll and the appointment of a proxy.

DISORDERLY CONDUCT

9.

(a) It shall be the duty of the Council Meeting Chair to preserve order at meetings of the Council. Councillors shall show respect for the Council Meeting Chair at all times. Councillors will resume their seat and will be silent when the Council Meeting Chair stands at any time during the meeting.

(b) If any Councillor in the opinion of the Council Meeting Chair, notified to the meeting of Council, misconducts him or herself by disregarding the ruling of the Council Meeting Chair or by behaving irregularly, improperly, offensively or by obstructing the business of the Council, the Council Meeting Chair or any other Councillor may move a motion that “The Councillor named be not further heard for the remainder of the meeting” and, if seconded, shall be put and voted on without discussion.

SUSPENSION OF THESE RULES OF PROCEDURE

10. Any motion for the suspension of these Rules of Procedure collectively (or any specific Rule or Rules of Procedure) at a meeting of the Council shall not be carried unless supported by at least two-thirds of the Councillors present, and eligible to vote, at the time of the vote.

APPOINTMENTS COMMITTEE

11. 

(a) The only committee of the Council shall be the Appointments Committee.

(b) The Appointments Committee has responsibility for making recommendations to the Council on elections and appointments in accordance with the Rules of the Association.

(c) The Appointments Committee shall be composed of those Councillors appointed from time to time by the Council in accordance with the Rules of the Association and these Rules of Procedure.

(d) Three (3) members of the Appointments Committee shall form a quorum.

(e) When a new appointment is to be made or a vacancy arises, the Appointments Committee shall meet as often as is necessary for the proper conduct of its business, as decided by the chair of the Appointments Committee, in consultation with the Chief Executive Officer. Any notice convening a meeting shall state the particular business to be transacted and no other business shall be transacted at that meeting.

(f ) Save where stated to the contrary or otherwise where the context so requires, the provisions of these Rules of Procedure which are stated as applying to the proceedings of the Council shall also apply to the proceedings of the Appointments Committee.

 

As approved by the Shareholders - Aug 2019