Don Kershane
Well-known member
Ay last an explanation of this chaos. Please read Darren Kane above.
HBG, Independent Directors Sacked
- Thread starter BlackWhiteGold
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innsaneink
Well-known member
He knows what he's doing
seeking attention
BAGNF05
Well-known member
Somebody share the article please
Why would anybody want to be an independent director at the Tigers?
Charlie Viola, Michelle McDowell and Annabelle Williams all read well on paper. And former premier Barry O’Farrell used to attend the same gym I once did.www.smh.com.au
I’m just anti magpies and ….. anti Balmain ! It’s the reason our club is shit . It’s the reason there’s at the moment 4 investigations from various parties around our club, and honestly if people arnt here for wests tigers I’m gonna try and drive them out of the forum . This is a wests tigers forum .
If you want to talk wests tigers , I’m here for it . I’m happy to even start afresh if I’ve misjudged you. If that’s true that’s my bad . I apologise. Sincerely !
But I’m not happy to read Pro magpies or Balmain propaganda anymore. It should be viewed like nazism in this forum . So toxic that it’s one of the few things that are banned from talking about . Do you understand my point ? Do you get divisive this subject is , and how alienating it is for people who have NFI what the problem is ? I’m not trying to shit on your past or anyone else’s , for me that’s collateral damage for 1 united club.
It’s either get on board or we boot you off at the next stop. There’s no exceptions. We’ve been doing that for 25 years and we are the worst sports team in Australia … for any sport ! I’d honestly take the Newcastle jets hierarchy over ours . We are a joke. And it hurts my soul to admit it . And it’s because of bullshit from 25 years ago. And nothing else . So if you’re happy to drop the wests magpies stuff , I’m happy to admit fault and since been unreasonable . If not then we will go back to the way it’s been for a long time now. Which is toxic for everyone including myself and yourself . I love the wests tigers mate . I wouldn’t be on a wests tigers forum if I didn’t . There is no other love re. Sports clubs for me. And in 2025 there really shouldn’t be for any other so called wests tigers supporters. I couldn’t be any clearer .
innsaneink
Well-known member
Why would anybody want to be an independent director at the Tigers?
ByDarren Kane
December 6, 2025 — 10.00amSave
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Insofar as the principles of modern corporate governance intertwine with the direction and management of professional sporting teams, the role of independent directors is hardly trifling.
Then, to the idea of appointing independent directors to the board of the Wests Tigers, one must ask: Why would anybody with the relevant qualifications, a professional background, and a reputation worth protecting, EVER BOTHER?
Wests Tigers officials Barry O’Farrell and Shane Richardson.Charlie Viola and Michelle McDowell both read very well on paper, and Annabelle Williams is a well-credentialed lawyer with experience working at the Australian Olympic Committee, and a Paralympic Games gold medallist to boot.
Barry O’Farrell used to attend the same gym I once did, under the NSW Leagues Club. I remember in about 2011 or thereabouts, the ex-premier secured the title of member of the month, such was his dedication to matters.
In early 2025, that quartet were appointed as “independent” directors of the Wests Tigers, and promoted as such. But leapfrog to now, and each has copped it in the neck; speared from their board seat or otherwise served with notice of the inevitable.
So it seems, for being too independent. Apparently, if that independence leads to decisions that displease the majority shareholder, independence is rendered secondary.
Then, to the idea of appointing independent directors to the board of the Wests Tigers, one must ask: Why would anybody with the relevant qualifications, a professional background, and a reputation worth protecting, EVER BOTHER?
Wests Tigers officials Barry O’Farrell and Shane Richardson.
Barry O’Farrell used to attend the same gym I once did, under the NSW Leagues Club. I remember in about 2011 or thereabouts, the ex-premier secured the title of member of the month, such was his dedication to matters.
In early 2025, that quartet were appointed as “independent” directors of the Wests Tigers, and promoted as such. But leapfrog to now, and each has copped it in the neck; speared from their board seat or otherwise served with notice of the inevitable.
So it seems, for being too independent. Apparently, if that independence leads to decisions that displease the majority shareholder, independence is rendered secondary.
innsaneink
Well-known member
2
Whatever grievances needed to be aired, that’s properly calamitous. No wonder the regulators’ (NRL head office’s) antennae have been twanged. What purpose does having independent directors even serve, if they can be unceremoniously dumped? Which leads back to the obvious question: why would anybody with an impressive CV bother taking the risk in the first place?
An examination of the corporate structure here is useful. Australian Rugby League Commission Limited is the national sports organisation in Australia for rugby league; the peak body. It’s a wholly controlled entity.
Wests Tigers Rugby League Football Club Pty Ltd is a voting member of ARLC and a licensee of the NRL, entitling it to participate in the NRL competition. Wests Tigers first participated under that licence in 2000.
Before that time, there were the Balmain Tigers and the Western Suburbs Magpies; creatures hardly known for living in harmony in the wild. Each is a foundation rugby league club with a storied history.
Wests Tigers’ membership of ARLC, and its licence agreement tethering it to the NRL, are interdependent - if the licence agreement is axed, the membership of ARLC cuts out too, and vice versa.
Wests Tigers is a company with two shareholders: Balmain Tigers Rugby League Football Club Limited, and Wests Magpies Pty Limited. But this is where things unravel.
The internal governance of Wests Tigers isn’t a democracy, or anything close to it. Balmain holds 1,000,020 Class A ordinary shares in Wests Tigers; Wests Magpies holds quadruple that number.
Wests Magpies owns 80 per cent of the total share equity and voting rights in Wests Tigers. But it wasn’t always that way, as you discover once you examine the history books (and the ASIC registers).
Back in the simpler times of 1999, when the Magpies/Tigers arranged marriage was forged – with the spectre of extinction hovering – the union at least was an equal one.
Whatever grievances needed to be aired, that’s properly calamitous. No wonder the regulators’ (NRL head office’s) antennae have been twanged. What purpose does having independent directors even serve, if they can be unceremoniously dumped? Which leads back to the obvious question: why would anybody with an impressive CV bother taking the risk in the first place?
An examination of the corporate structure here is useful. Australian Rugby League Commission Limited is the national sports organisation in Australia for rugby league; the peak body. It’s a wholly controlled entity.
Wests Tigers Rugby League Football Club Pty Ltd is a voting member of ARLC and a licensee of the NRL, entitling it to participate in the NRL competition. Wests Tigers first participated under that licence in 2000.
Before that time, there were the Balmain Tigers and the Western Suburbs Magpies; creatures hardly known for living in harmony in the wild. Each is a foundation rugby league club with a storied history.
Wests Tigers’ membership of ARLC, and its licence agreement tethering it to the NRL, are interdependent - if the licence agreement is axed, the membership of ARLC cuts out too, and vice versa.
Wests Tigers is a company with two shareholders: Balmain Tigers Rugby League Football Club Limited, and Wests Magpies Pty Limited. But this is where things unravel.
The internal governance of Wests Tigers isn’t a democracy, or anything close to it. Balmain holds 1,000,020 Class A ordinary shares in Wests Tigers; Wests Magpies holds quadruple that number.
Wests Magpies owns 80 per cent of the total share equity and voting rights in Wests Tigers. But it wasn’t always that way, as you discover once you examine the history books (and the ASIC registers).
Back in the simpler times of 1999, when the Magpies/Tigers arranged marriage was forged – with the spectre of extinction hovering – the union at least was an equal one.
BAGNF05
Well-known member
I prefer
Wests Tigers our future
Magpies and Balmain our history
WE DEMAND PROPER OWNERSHIP
innsaneink
Well-known member
3
No more. Sustained financial calamities, striking with dreadful regularity throughout the last quarter-century, have manifested in the renegotiation of arrangements and the destruction of any semblance of balance in what’s now a husk of a “joint” venture.
The control of the Balmain and Wests Magpies shareholders is curiouser still. Balmain’s governance is unremarkable in a sporting club sense; the company is in the control of its members.
Wests Magpies is fundamentally different. It has two shareholders: Western Suburbs Leagues Club Limited and Western Suburbs District Rugby League Football Club Limited. There’s three shares on issue in Wests Magpies: an A Class share, a B Class share and a C Class.
Wests Leagues holds the A Class and B Class shares, Wests Football holds the C Class, but Wests Leagues exerts control over Wests Football regardless. Complicated, much?
Wests Tigers is supposed to be governed by a nine-person board that includes “independent” directors. The concept of being a member of a football club connotes having a democratic say in things.
Conversely, that’s not really how the Wests Tigers structure operates. And it seems nobody really values any independent thinkers and doers there.
In line with the unequal shareholdings, Wests Magpies has the power to appoint many more directors to Wests Tigers than Balmain can. But a different problem exists, in terms of how Wests Magpies itself makes decisions.
West Magpies is a registered club, governed by both the Corporations Act and the Registered Clubs Act. The latter legislation prescribes the classes of members a registered club can have, and other internal governance rules. Like most registered clubs, there’s thousands of members.
But a bizarre quirk of the Wests Magpies structure, is that the majority of power rests with a cohort of 20 “debenture” holders, who’ve (apparently) lent the club $100 at an interest rate of six per cent, in consideration for enjoying entry into the inner cabal that effectively controls Wests Magpies in terms of director appointments.
It’s those 20 lenders, who control four-fifths of the voting strength of Wests Tigers, and the NRL franchise itself. Democratic? Hardly. But there are other issues here as well.
Clause 47.1 of the Wests Tigers constitution says the company shall have a maximum of nine directors.
The appointment, removal and replacement of the directors is to occur in accordance with the company’s shareholder agreement and other instruments.
The word “independent” is used no less than 55 times across the Wests Tigers’ constitution and shareholders agreement. There’s even an entire schedule that defines what the term means.
Clause 4.11(g)(ii) of the shareholders agreement, governing the relationship between the Wests Tigers’ shareholders, casts material doubt on whether shareholders (not just Wests Magpies) can effectively give notice to remove an “independent director” as classified by the documents.
Clause 4.11(g)(i) permits a shareholder who appointed a non-independent director to remove that director. Clause 4.11(g)(ii) requires notice from both shareholders AND National Rugby League Limited, to remove an independent director.
Which then leads to this question: which of Charlie Viola, Michelle McDowell, Annabelle Williams and Barry O’Farrell are the “independent directors” for the purpose of the Wests
Tigers governance documents? Those documents, in places, contemplate there being two independent directors.
If there are only two directors of the four that, by proper definition, are the “independent directors”, legal questions exist about the proper basis for Wests Magpies’ belief that it, as the majority shareholder, can act alone.
No more. Sustained financial calamities, striking with dreadful regularity throughout the last quarter-century, have manifested in the renegotiation of arrangements and the destruction of any semblance of balance in what’s now a husk of a “joint” venture.
The control of the Balmain and Wests Magpies shareholders is curiouser still. Balmain’s governance is unremarkable in a sporting club sense; the company is in the control of its members.
Wests Magpies is fundamentally different. It has two shareholders: Western Suburbs Leagues Club Limited and Western Suburbs District Rugby League Football Club Limited. There’s three shares on issue in Wests Magpies: an A Class share, a B Class share and a C Class.
Wests Leagues holds the A Class and B Class shares, Wests Football holds the C Class, but Wests Leagues exerts control over Wests Football regardless. Complicated, much?
Wests Tigers is supposed to be governed by a nine-person board that includes “independent” directors. The concept of being a member of a football club connotes having a democratic say in things.
Conversely, that’s not really how the Wests Tigers structure operates. And it seems nobody really values any independent thinkers and doers there.
In line with the unequal shareholdings, Wests Magpies has the power to appoint many more directors to Wests Tigers than Balmain can. But a different problem exists, in terms of how Wests Magpies itself makes decisions.
West Magpies is a registered club, governed by both the Corporations Act and the Registered Clubs Act. The latter legislation prescribes the classes of members a registered club can have, and other internal governance rules. Like most registered clubs, there’s thousands of members.
But a bizarre quirk of the Wests Magpies structure, is that the majority of power rests with a cohort of 20 “debenture” holders, who’ve (apparently) lent the club $100 at an interest rate of six per cent, in consideration for enjoying entry into the inner cabal that effectively controls Wests Magpies in terms of director appointments.
It’s those 20 lenders, who control four-fifths of the voting strength of Wests Tigers, and the NRL franchise itself. Democratic? Hardly. But there are other issues here as well.
Clause 47.1 of the Wests Tigers constitution says the company shall have a maximum of nine directors.
The appointment, removal and replacement of the directors is to occur in accordance with the company’s shareholder agreement and other instruments.
The word “independent” is used no less than 55 times across the Wests Tigers’ constitution and shareholders agreement. There’s even an entire schedule that defines what the term means.
Clause 4.11(g)(ii) of the shareholders agreement, governing the relationship between the Wests Tigers’ shareholders, casts material doubt on whether shareholders (not just Wests Magpies) can effectively give notice to remove an “independent director” as classified by the documents.
Clause 4.11(g)(i) permits a shareholder who appointed a non-independent director to remove that director. Clause 4.11(g)(ii) requires notice from both shareholders AND National Rugby League Limited, to remove an independent director.
Which then leads to this question: which of Charlie Viola, Michelle McDowell, Annabelle Williams and Barry O’Farrell are the “independent directors” for the purpose of the Wests
Tigers governance documents? Those documents, in places, contemplate there being two independent directors.
If there are only two directors of the four that, by proper definition, are the “independent directors”, legal questions exist about the proper basis for Wests Magpies’ belief that it, as the majority shareholder, can act alone.
innsaneink
Well-known member
4
Those questions need answers, before the Wests Tigers descend further. Whether O’Farrell or anyone else would bother torching money seeking Supreme Court injunctions about this stuff is hypothetical – who’d want to risk further damage to their reputation by seeking to stay in the tent?
But assuming that Wests Magpies can issue a notice to remove an independent director, where that notice has proper legal effect, that then leads back to the fundamental question as to why anyone would want to be an independent director at all.
Appointing independent and expert directors to the boards of sporting clubs and franchises serves several governance, risk-management and performance-enhancement purposes. In modern sports administration — especially in professional leagues — the role of the board has expanded well beyond ceremonial oversight.
Independence and expertise help ensure the organisation is governed in a commercially robust way, ethically sound and strategically forward-looking.
If the majority shareholder of the Wests Tigers is intent on creating a set-up like this, why would anyone with the required expertise and nous want to waste it on joining in on the pantomime?
Those questions need answers, before the Wests Tigers descend further. Whether O’Farrell or anyone else would bother torching money seeking Supreme Court injunctions about this stuff is hypothetical – who’d want to risk further damage to their reputation by seeking to stay in the tent?
But assuming that Wests Magpies can issue a notice to remove an independent director, where that notice has proper legal effect, that then leads back to the fundamental question as to why anyone would want to be an independent director at all.
Appointing independent and expert directors to the boards of sporting clubs and franchises serves several governance, risk-management and performance-enhancement purposes. In modern sports administration — especially in professional leagues — the role of the board has expanded well beyond ceremonial oversight.
Independence and expertise help ensure the organisation is governed in a commercially robust way, ethically sound and strategically forward-looking.
If the majority shareholder of the Wests Tigers is intent on creating a set-up like this, why would anyone with the required expertise and nous want to waste it on joining in on the pantomime?
It's well-known what the issue is:
WTRLFC p/L = 90% Wests Magpies p/L & 10% BTRLFC p/L (token)
WM p/L = 66% HBG & 33% WSDRLFC
HBG board = 5 debenture holders (from a pool of 20) & 2 member-elected directors (3yr terms)
WSDRLFC board = 4 HBG appointed & 3 member-elected directors
The 20 debenture holders of HBG are an insular group, largely involved for life, and difficult for anyone to remove other than by the debenture holders themselves, or death.
Skills and qualifications are a secondary requisite to being chummy and allied with fellow debenture holders.
The three 'member-elected' WSDRLFC directors are now all HBG debenture holders.
BAGNF05
Well-known member
They knifed a lawyer 😂😂Why would anybody want to be an independent director at the Tigers?
ByDarren Kane
December 6, 2025 — 10.00am
Save
Share
Normal text sizeALarger text sizeAVery large text sizeA
Insofar as the principles of modern corporate governance intertwine with the direction and management of professional sporting teams, the role of independent directors is hardly trifling.
Then, to the idea of appointing independent directors to the board of the Wests Tigers, one must ask: Why would anybody with the relevant qualifications, a professional background, and a reputation worth protecting, EVER BOTHER?
Wests Tigers officials Barry O’Farrell and Shane Richardson.
Charlie Viola and Michelle McDowell both read very well on paper, and Annabelle Williams is a well-credentialed lawyer with experience working at the Australian Olympic Committee, and a Paralympic Games gold medallist to boot.
Barry O’Farrell used to attend the same gym I once did, under the NSW Leagues Club. I remember in about 2011 or thereabouts, the ex-premier secured the title of member of the month, such was his dedication to matters.
In early 2025, that quartet were appointed as “independent” directors of the Wests Tigers, and promoted as such. But leapfrog to now, and each has copped it in the neck; speared from their board seat or otherwise served with notice of the inevitable.
So it seems, for being too independent. Apparently, if that independence leads to decisions that displease the majority shareholder, independence is rendered secondary.
tigahhh
Well-known member
really good article. shows how much mess we are in though unfortunately
Tom Shines
Well-known member
Thanks for posting the story …
Seems a very convoluted picture … i don’t understand how the debenture governance model can still be in place for HBG in this day and age for a club that has thousands of members ( I assume )
Seems a very convoluted picture … i don’t understand how the debenture governance model can still be in place for HBG in this day and age for a club that has thousands of members ( I assume )
vlad
Well-known member
And then implied they weren’t doing their job properly
vlad
Well-known member
You mean the successful clubs aren’t run like this . Im shocked !
innsaneink
Well-known member
Does this mean they needed NRL approval to remove the independents?
BAGNF05
Well-known member
L & G need to have a good look at that debenture system, doesn’t sound like it’s fit for anyone but the actual debenture holders.
You Know Who
Well-known member
Maybe. I guess the bingo nights in the home just aren’t doing it for him 🤷♂️
BAGNF05
Well-known member
It was probably largely unknown until they started running Wests Tigers into the ground. Might get a bit of scrutiny now.
Sure does sound like it . I think these dum dum thought it was like the HBG board and they can play Geriatric succession . I think they’ve well and truely screwed themselves here . Both in the dismissal of the independents as well as the admitted reasoning . The issue now is , if it is illegal , and their reasoning isn’t justifiable in a legal sense , then they really have put a huge target on thier back . From both the nrl , the legal system and finally the new liquor and gaming.
As well as if it is revealed that they were the ones to leak to Richo conflict of interest stuff ( which if he declared it , which it sounds like he did , is his only legal responsibility, as well as removing himself from the hiring process . ) on a side note ; I have to do biannually a declarations and online modules about conflict of interest , my legal responsibilities , and acknowledge that I understand the laws around it , as well as whistle blowing . So at this point I’m pretty well versed in what constitutes a conflict , and the legal responsibilities around declaring it)
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