HBG, Independent Directors Sacked

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.
 
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.
 
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?
 
innsaneink said:

Why would anybody want to be an independent director at the Tigers?​

Darren Kane


ByDarren Kane​

December 6, 2025 — 10.00am
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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.


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.​
Click to expand...
They knifed a lawyer 😂😂
 
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.
Click to expand...

Does this mean they needed NRL approval to remove the independents?
 
innsaneink said:
Does this mean they needed NRL approval to remove the independents?
Click to expand...
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)
Click to expand...
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.
Click to expand...
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.
Click to expand...
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?
Click to expand...

🏦 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.
 
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