HBG, Independent Directors Sacked

Tom Shines said:
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 )
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It was probably largely unknown until they started running Wests Tigers into the ground. Might get a bit of scrutiny now.
 
innsaneink said:
Does this mean they needed NRL approval to remove the independents?
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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)
 
Lestronge said:
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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This is a massive black eye for rugby league.

PVL has to act.
 
innsaneink said:
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.
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So there is a strong legal argument against what HBG did, it's just whether the ex directors want to commit the $$$ to pursue the necessary legal action. Am I reading that correctly?

Or NRL just come in and take over citing poor corporate governance.
 
BlackWhiteGold said:
So there is a strong legal argument against what HBG did, it's just whether the ex directors want to commit the $$$ to pursue the necessary legal action. Am I reading that correctly?

Or NRL just come in and take over citing poor corporate governance.
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If they believe their good names have been muddied I’d say they won’t just drop it.
 
BlackWhiteGold said:
So there is a strong legal argument against what HBG did, it's just whether the ex directors want to commit the $$$ to pursue the necessary legal action. Am I reading that correctly?

Or NRL just come in and take over citing poor corporate governance.
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Apparently someone said they are . They’ve already got the ball rolling . Man this is soo messy … the juice was 💯 not worth the squeeze surely .
 
vlad said:
How many HBG debenture holders are related ? And how did they get a debenture when 1 became available?
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🏦 Acquiring a Holman Barnes Group Debenture​


Holman Barnes Group (HBG), which operates Wests Ashfield Leagues Club and other venues, has a limited debenture system that is primarily linked to the club's governance and the appointment of a majority of its Board of Directors.


How to Obtain a Debenture​


Becoming a Debenture Holder is not an open application process but typically follows these steps:


  1. Limited Number: There is a constitutional maximum of 20 Debenture Holders at any time.
  2. Expressions of Interest (EOI): As debentures become available (due to a vacancy), the HBG Board calls for Expressions of Interest from suitably qualified General Members to fill the opening.
  3. Qualifications:The Group seeks General Members with a commitment to the club's culture and purpose, and expertise in areas such as:
    • Financial acumen
    • Strategic planning
    • Business risk assessment
    • Community engagement/networks
    • Project management
  4. Selection and Appointment: A Debenture Holder Selection and Review Committee (which reports to the Board) is established to identify and recommend suitable candidates based on the recruitment criteria. The Board then appoints the new Debenture Holder.
  5. Prerequisite: You must first be an eligible General Member of the Holman Barnes Group (Wests Ashfield, Croydon Sports, or Markets Club).

When Debentures Become Available​


A debenture only becomes available when one of the existing 20 Debenture Holders resigns or a vacancy otherwise arises.


  • The process is not on a fixed schedule, but the Debenture Holder Selection and Review Committee often meets between March and June each year to review and recommend candidates if any vacancies exist.
  • Ad hoc vacancies that arise outside of this period can also lead to the Board calling for Expressions of Interest.

The debenture system is a historical part of the club's constitution, which initially secured funds for the club's establishment. A key feature of the system is that five of the seven Board positions must be filled by individuals holding a debenture, giving Debenture Holders significant influence over the Group's direction.


Would you like me to search for the current membership application details for the Holman Barnes Group, as being a General Member is the first step?
 
Surfers Paradise WT Fan said:

🏦 Acquiring a Holman Barnes Group Debenture​


Holman Barnes Group (HBG), which operates Wests Ashfield Leagues Club and other venues, has a limited debenture system that is primarily linked to the club's governance and the appointment of a majority of its Board of Directors.


How to Obtain a Debenture​


Becoming a Debenture Holder is not an open application process but typically follows these steps:


  1. Limited Number: There is a constitutional maximum of 20 Debenture Holders at any time.
  2. Expressions of Interest (EOI): As debentures become available (due to a vacancy), the HBG Board calls for Expressions of Interest from suitably qualified General Members to fill the opening.
  3. Qualifications:The Group seeks General Members with a commitment to the club's culture and purpose, and expertise in areas such as:
    • Financial acumen
    • Strategic planning
    • Business risk assessment
    • Community engagement/networks
    • Project management
  4. Selection and Appointment: A Debenture Holder Selection and Review Committee (which reports to the Board) is established to identify and recommend suitable candidates based on the recruitment criteria. The Board then appoints the new Debenture Holder.
  5. Prerequisite: You must first be an eligible General Member of the Holman Barnes Group (Wests Ashfield, Croydon Sports, or Markets Club).

When Debentures Become Available​


A debenture only becomes available when one of the existing 20 Debenture Holders resigns or a vacancy otherwise arises.


  • The process is not on a fixed schedule, but the Debenture Holder Selection and Review Committee often meets between March and June each year to review and recommend candidates if any vacancies exist.
  • Ad hoc vacancies that arise outside of this period can also lead to the Board calling for Expressions of Interest.

The debenture system is a historical part of the club's constitution, which initially secured funds for the club's establishment. A key feature of the system is that five of the seven Board positions must be filled by individuals holding a debenture, giving Debenture Holders significant influence over the Group's direction.


Would you like me to search for the current membership application details for the Holman Barnes Group, as being a General Member is the first step?
Click to expand...
And when you find yourself in one of these privileged positions that are nearly impossible to obtain, you automatically think you know more about rugby league club operations than Shane Richardson 🖕
 
Honestly, I'd love the football department and players included to be able to get infront of the board - especially Daniel Paton (Finance bloke, not a footy brain) and just vent their frustrations in person.

I really feel for Api if he's to look back on his final tenure in NRL and since he's got no clauses, he's stuck at the mercy of these idiots.
 
Nathser said:
Honestly, I'd love the football department and players included to be able to get infront of the board - especially Daniel Paton (Finance bloke, not a footy brain) and just vent their frustrations in person.

I really feel for Api if he's to look back on his final tenure in NRL and since he's got no clauses, he's stuck at the mercy of these idiots.
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These people don’t care mate. The attraction for a lot of these people is NOT altruism or a need to represent the common good .
They’re there for the power and nothing else . You see it even as low as middle management . You watch certain people just go balls to the wall for a promotion often with next to no pay increase and a shit tonne of grief and headaches . And nearly to a man/woman these people are usually the absolute worst managers imaginable . Why ? They crave power . And the more you have/ perceive yourself to have the worse you get. Till at whatever level is applicable to you , you’ve lost complete touch with the purpose of your role in the first place .
I’ve always said , the person who really desperately wants to be in charge , is the last person I’d consider . The most optimal being the guy/ girl who leads all day with their actions , is clearly a hard worker but is indifferent about the idea of stepping up , because they understand the responsibility, and its weight .
Unfortunately if you have a room full of sociopaths and ladder climbers it’s a recipe for absolute toxicity . Because there’s absolutely no adult in the room . That’s HBG unfortunately .
 
Nathser said:
Honestly, I'd love the football department and players included to be able to get infront of the board - especially Daniel Paton (Finance bloke, not a footy brain) and just vent their frustrations in person.

I really feel for Api if he's to look back on his final tenure in NRL and since he's got no clauses, he's stuck at the mercy of these idiots.
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Imagine being in Benji’s shoes now. This is not what he signed up for. He’s learning how to be a coach and now he’s playing general manager of a broken football club, with I can only imagine no support whatsoever. Peter V’Landys??
 
Joel Helmes said:
We’re in big trouble people. So long as HBG is involved it is a lost cause.
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Absolutely, Joel. The majority of our supporters are disgusted by this continual behaviour, which is creating a rift between our joint venture and its success. HBG is cutting off its nose to spite its face.

Their governance has demonstrated that HBG must be closely reviewed by the NRL asap.
 
You Know Who said:
Oh I don’t have to. You’ve already been exposed as a moron who doesn’t know what he’s talking about by at least 4 different posters in this thread alone and dodges questions like the plagues. But if it makes you feel important amongst the other seniors here, you have at it, little buddy 😊
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The only norons are the ones like yourself who involve yourself without knowing the full story and think they can be the judge and the jury before we get an outcome from the NRL who are investigating the whole matter.
Anyone reasonable would accept the outcome the NRL provide provide regardless if it suits their agenda da or not,
And in case anyone tries to twist what I am stating yet again, the match/rally is a good thing as it will put even more pressure on the NRL to reach a verdict and stop all the guess work and innuendo.
 
Surfers Paradise WT Fan said:

🏦 Acquiring a Holman Barnes Group Debenture​


Holman Barnes Group (HBG), which operates Wests Ashfield Leagues Club and other venues, has a limited debenture system that is primarily linked to the club's governance and the appointment of a majority of its Board of Directors.


How to Obtain a Debenture​


Becoming a Debenture Holder is not an open application process but typically follows these steps:


  1. Limited Number: There is a constitutional maximum of 20 Debenture Holders at any time.
  2. Expressions of Interest (EOI): As debentures become available (due to a vacancy), the HBG Board calls for Expressions of Interest from suitably qualified General Members to fill the opening.
  3. Qualifications:The Group seeks General Members with a commitment to the club's culture and purpose, and expertise in areas such as:
    • Financial acumen
    • Strategic planning
    • Business risk assessment
    • Community engagement/networks
    • Project management
  4. Selection and Appointment: A Debenture Holder Selection and Review Committee (which reports to the Board) is established to identify and recommend suitable candidates based on the recruitment criteria. The Board then appoints the new Debenture Holder.
  5. Prerequisite: You must first be an eligible General Member of the Holman Barnes Group (Wests Ashfield, Croydon Sports, or Markets Club).

When Debentures Become Available​


A debenture only becomes available when one of the existing 20 Debenture Holders resigns or a vacancy otherwise arises.


  • The process is not on a fixed schedule, but the Debenture Holder Selection and Review Committee often meets between March and June each year to review and recommend candidates if any vacancies exist.
  • Ad hoc vacancies that arise outside of this period can also lead to the Board calling for Expressions of Interest.

The debenture system is a historical part of the club's constitution, which initially secured funds for the club's establishment. A key feature of the system is that five of the seven Board positions must be filled by individuals holding a debenture, giving Debenture Holders significant influence over the Group's direction.


Would you like me to search for the current membership application details for the Holman Barnes Group, as being a General Member is the first step?
Click to expand...
Wonder if the Broncos, Panthers, Raiders, Dolphins, Roosters have a 1950s debenture system in place?
Weird if they dont...
 
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You Know Who said:
Another article from the Australian about Burgess being an ALLEGED dirty old perve.


Trying to get around the paywall
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Fans have raised concerns about one of the key figures of the West Tigers’ majority owners after discovering that his Instagram account follows hundreds of sexually explicit pages.

Dennis Burgess is the chair of the Western Suburbs Magpies and the Holman Barnes Group – which owns 90 per cent of the Wests Tigers – and this week dismissed four of the club’s independent board members in another governance crisis to hit the NRL joint venture.

Burgess is also a professional musician whose Instagram handle, wildmandenny, has around 1500 followers, with multiple posts dedicated to the Magpies, Tigers and his musical passions.

Wests Tigers board member Dennis Burgess

Wests Tigers board member Dennis Burgess
Burgess is a former bass guitarist for Aussie pop band The Masters Apprentices and has been inducted into the ARIA Hall of Fame.

However, eagle-eyed social media users were more intrigued that, among the 4573 pages his Instagram account follows, more than 200 belong to adult content creators featuring risqué photos and links to more explicit content.

Burgess did not respond when this masthead reached out for comment on Friday to see whether his account had been hacked. His Instagram account has been active for more than 13 years, although he hasn’t posted since July, 2017.

“To be clear I’m not suggesting there’s anything wrong with his Instagram activity. Just a bit weird!!” user @TimHoran1980 posted on social media site, X.

On paper, Burgess is the most powerful man at the Tigers right now, having started as a director at Wests Ashfield Leagues Club in 2000 and the Western Suburbs Magpies in 2004. He has been a director at the Tigers since 2007, serving on the board on an intermittent basis.

He isn’t seen in Tigers attire, but is regularly sighted at NRL games, speaking with influential people and seen in the tunnel and dressing room after matches.

The Instagram account of Dennis Burgess follows some risque pages.

The Instagram account of Dennis Burgess follows some risque pages.
It was more than 200 at last count.

It was more than 200 at last count.
While he keeps a low profile, sources at the club say he can be ruthless when required.

On Monday, former NSW premier Barry O’Farrell, as well as Annabelle Williams, Charlie Viola and Michelle McDowell, were sacked by the Holman Barnes Group, less than 12 months after being elected to the board.

Holman Barnes Group chief executive Daniel Paton said the decision stemmed from what he described as poor communication from the Tigers board to the club’s owners.

The ARL Commission is monitoring the latest dramas at the Tigers as chair Peter V’landys vows to protect the interests of the club’s long-suffering fans amid the boardroom coup.

The decision is set to have ramifications beyond the boardroom.

Chief executive Shane Richardson is considering his future at the club, while sensitive contract negotiations with star players Jarome Luai and Jahream Bula are now in peril.

Three-time Penrith premiership winner Luai is in the second of a five-year deal at the Tigers, but had exit clauses inserted into his contract allowing him to leave as early as the end of next season.

Bula is off contract at the end of 2026 and is yet to recommit to the club, with the star young fullback linked with a move to rivals Canterbury.
 
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