Brighton & Hove Albion

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Governance & Core Values

Governance Structure

The Board

Committees & Roles

Operations & Procedures

Operations & Procedures

Know before you go

Important updates for the next home fixture will be updated shortly.

Know before you go

Delegation

The Board may delegate specific responsibilities to Board committees, the Chief Executive and Deputy Chairman or other individuals where appropriate. The Board has delegated day-to-day operational management of the Club to the Chief Executive and Deputy Chairman, supported by the SLG, ExCo and BPT. The Board retains ultimate responsibility for all delegated matters.

For the avoidance of any doubt, Board meetings are distinct from SLG or ExCo meetings. Matters escalated from the SLG or ExCo are framed for oversight or decision, not management ratification. The Board periodically reviews the effectiveness of this separation between Board oversight and executive management.

Meetings

Board meetings shall take place on a monthly basis during the course of each football season and more frequently as required. Should the Board decide, these meetings can be held more or less frequently. The dates and times of such meetings shall be agreed by the Chair and Vice Chair and circulated to all Board members in advance of the meeting, together with any relevant papers, agenda items and details of the time and location of such meetings.

Attendance

Only members of the Board have the right to attend Board meetings and participate in decision making. The Board may invite other individuals to attend for part or all of any Board meeting, where their expertise or input is required, as and when appropriate. Such attendees shall not have voting rights and may be asked to withdraw from discussions relating to confidential matters, conflicts of interest or Board deliberations.

Quorum

The quorum of any meeting of the Board shall be two or more members for any meeting and must include either the Chair or the Vice Chair.

Agenda

An agenda shall be circulated ahead of each meeting. Each Board meeting shall include a standing agenda item on: (a) stakeholder engagement review; (b) equality, diversity and inclusion; and (c) material risks, including (where relevant) financial resilience, safeguarding, ground safety, cyber and information security and regulatory compliance.

Minutes of the Meeting

The proceedings and decisions of each Board meeting shall be accurately recorded in formal minutes including

- the dates, time and location of the meeting;

- the names of those present and in attendance (or apologising);

- key matters discussed - decisions taken and resolutions passed

- any conflict of interests declared and actions taken

- agreed actions, board oversight and decision making.

Approval and Circulation of Minutes

Draft minutes of each Board meeting shall be circulated first to the Chair, and then to the Vice Chairs for review within five working days of the meeting. Once approved, minutes will be shared with the rest of the Board and retained on file. Approved minutes shall be securely stored, ensuring appropriate retention, confidentiality and accessibility for regulatory, audit and governance review purposes.

Contracts and Commercial Oversight

The Chief Executive and Deputy Chairman shall have authority in respect of overseeing key contractual arrangements of the Club, including those relating to of players, coaches and senior staff as well as significant commercial agreements, subject to any approval threshold reserved to the Board.

Decisions of the Board

Decisions of the Board may be taken at a meeting, in writing or electronically. A decision of the Board taken by vote at a meeting shall require a simple majority of those present in order to be passed. The Chair of any such meeting will have the casting vote.

Where urgent decisions are required between meetings, the Board may approve matters in writing. A particular decision will be considered approved when supported by a majority of Board members entitled to vote and shall be recorded in the minutes of the next Board meeting.

Conflicts of Interest

Directors must declare any actual or potential conflicts of interest and must comply with any conflicts policies and/or all relevant football regulations relating to the same. In the event that a director has an actual or potential conflict of interest in relation to a matter on which a vote is being held, they must abstain from voting on such matter.

Confidentiality

Directors shall maintain the confidentiality of all information obtained through their role unless disclosure is authorised or required by regulation or law.

Execution

Non-executive members of the Board shall have the power to execute, on behalf of the Club:

- transactions, commitments and arrangements;

- deeds; and

- financing documents (provided that one such member is the Chief Finance and Administration Officer).

Review of Effectiveness

The Board will review these terms of reference annually and update them as necessary to reflect changes in law, regulation, or best practice, and to ensure that it is operating at maximum effectiveness.

Further, the Board will periodically evaluate the performance and composition of the Board, the Chair and individual directors. The outcomes of such evaluation will be used to inform training, succession and (where necessary) changes to the Board.