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OWNERS' AND DIRECTORS' TEST
1.1 In this Appendix the following words shall have the following meanings:
'Authorised Signatory' means any person duly authorised by a resolution of its directors to sign the Declaration on the Club's behalf.
'Bankruptcy Order' means an order adjudging an individual bankrupt.
'Bankruptcy Restriction Order' and 'Interim Bankruptcy Restriction Order' mean orders made under the provisions of Schedule 4A of the Insolvency Act 1986.
'Club' means any Member Club and, for the purposes of this Appendix 4 only, includes any Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, Parent Undertaking or Subsidiary Undertaking of such Club.
'Club Director' means in respect of any Club any individual Person (and not any Entity) operating the powers that are usually associated with the powers of a director of a company incorporated under the 2006 Act (as a Company limited by shares or by guarantee). Without prejudice to the generality of the foregoing, the following individuals shall be deemed to qualify as a Club Director:
(a) a director as defined by Section 250 of the 2006 Act;
(b) a shadow director as defined by Section 251 of the 2006 Act;
(c) a person registered as a director or secretary of the Club with the Registrar of Companies;
(d) a person for whom a Form AP01 (to be filed with the Registrar of Companies) has been completed in relation to the Club;
(e) a person who has been elected to become a director of the Club at a meeting of the board of directors of the Club;
(f) a person who has been elected to become a director of the Club at a meeting of the members of the Club;
(g) a person in accordance with whose directions or instructions the persons constituting the management of the Club are accustomed to act;
(h) a person who exercises or is able, legally or beneficially, to exercise Control over the affairs of the Club,
but excluding any legal or professional advisers acting in their legal or professional capacity without any interest (in excess of a 5% shareholding) in the Club other than as its advisers.
'Declaration' means the Owners' and Directors' Declaration form prescribed by the Executive and published on the Football League Extranet required to be completed by each Club Director of a Club, such form to be signed both by the Club Director and an Authorised Signatory (who must not be the same person).
'Dishonest Act' means any act which would reasonably be considered to be dishonest.
'Disqualifying Condition' means all or any of the following:
(a) either directly or indirectly being involved in, or having the power to determine or influence, the management or administration of another Club or Premier League Club unless a dispensation in respect of the same has been granted by the Board in accordance with Regulation 91;
(b) either directly or indirectly holding or acquiring any Significant Interest in a Club while at the same time either directly or indirectly holding any interest in any class of shares or securities of another Club unless a dispensation in respect of the same has been granted by the Board in accordance with Regulation 91;
(c) being subject to a suspension or ban, whether directly (for example a sanction against the individual in particular) or indirectly (for example a direction to persons subject to the jurisdiction of the Sports Governing Body that they should not employ, contract with or otherwise engage or retain the services of, any individual), from involvement in the administration of a sport by a Sports Governing Body or such other similar forms of disqualification as may operate from time to time;
(d) being found to have breached (irrespective of any sentence actually imposed), or having admitted breaching (irrespective of whether disciplinary proceedings were brought or not) at any time:
(i) Rule E8 of the Rules of the Football Association (as amended, or replaced from time to time); and/or
(ii) any other rules in force from time to time in relation to the prohibition on betting on football matches played in England and Wales;
(e) having an unspent conviction (or where the Rehabilitation of Offenders Act 1974 does not apply for any reason, having a conviction within the period that would have rendered that conviction unspent had the provisions of that Act applied) for any offence (including any attempt to commit the same) that can reasonably be considered to fall within the category of:
(i) an offence involving a Dishonest Act;
(iii) perverting the course of justice;
(iv) committing a serious breach of any requirement under the 1985 Act or 2006 Act;
(v) dishonestly receiving a programme broadcast from within the UK with intent to avoid payment under Section 297 of the Copyright, Designs and Patents Act 1988;
(vi) admitting spectators to watch a football match at unlicensed premises under Section 9 of the Football Spectators Act 1989;
(vii) ticket touting under Section 166 of the Criminal Justice and Public Order Act 1994;
(viii) conspiracy to commit any of the offences set out in paragraphs (i) to (iv) above; or
(ix) any conviction for a like offence to any of the above offences by a competent court having jurisdiction outside England and Wales,
whether such conviction occurred prior to or after 10th March 2005 (being the date of implementation of this Test).
(f) being subject to a banning order in accordance with Schedule 1 of the Football Spectators Act 2000;
(g) being a Registered Offender (as defined in this Appendix 4);
(h) having an unspent conviction (or where the Rehabilitation of Offenders Act 1975 does not apply for any reason, having a conviction within the period that would have rendered that conviction unspent had the provisions of that Act applied) for any offence anywhere in the World (including any attempt to commit the same) where such conviction has resulted in a sentence of at least 12 months' imprisonment but for the avoidance of doubt, not a suspended jail sentence unless that sentence is subsequently activated for a period of at least 12 months for whatever reason (irrespective of whether such conviction occurred prior to or after 10th March 2005 (being the date of implementation of this Test));
(i) being subject to a disqualification order as a director under the Company Directors Disqualification Act 1986 (as amended), or being subject to the terms of an undertaking given to the Secretary of State under that act, unless a Court of competent jurisdiction makes an order under that Act permitting an appointment as Director of a Club;
(j) being subject to any form of suspension, disqualification or striking-off by a professional body including, by way of example and without limitation, The Law Society, Bar Council or the Institute of Chartered Accountants, or any other equivalent body or bodies in any jurisdiction throughout the World and whether that suspension, disqualification or striking off is direct or indirect (for example a direction to Persons subject to the jurisdiction of the professional body that they should not employ, contract with or otherwise engage or retain the services of any individual);
(k) being subject to an Individual Voluntary Arrangement (in accordance with the provisions of Part VIII of the Insolvency Act);
(l) being subject to a Bankruptcy Order, Interim Bankruptcy Restriction Order or a Bankruptcy Restriction Order; and
(m) being a Club Director of:
(i) at least two Football Clubs that have each been subject to or suffered unconnected Insolvency Events;
(ii) one Football Club that has been subject to or suffered two unconnected Insolvency Events, on or after the 11th June 2004). For the purposes of this definition of Disqualifying Condition:
(A) a Person shall be deemed to have been a Club Director of a Football Club that was subject to a sporting sanction if the relevant Insolvency Event occurred in the 30 days immediately following his having resigned as a Club Director of that Football Club;
(B) the Insolvency Event of a Group Undertaking alone where the Football Club was subjected to a sporting sanction in accordance with Regulation 12.3 of the Football League Regulations (in the case of a Club), or the applicable rules of the league or association of which that Football Club was a member at the relevant time (if any) shall be treated as an Insolvency Event of the Football Club; and
(C) by way of example, where any Football Club or Group Undertaking has been subject to more than one Insolvency Event during the process of compromising or entering into a composition with its creditors (for example Administration followed by exit via a Company Voluntary Arrangement), this will only count as one Insolvency Event.
'Football Club' means any Club or club.
'Professional Conduct Committee' means the committee to convene from time to time in order to hear and evaluate any appeal by a person disqualified by The League in accordance with these Rules and which shall comprise:
(a) 2 Football League Board Directors, neither of whom shall be related (whether legally, commercially or in any other way related) to the relevant Appeal Applicant or Review Applicant or any Football Club; and
(b) 1 individual who shall be a qualified solicitor or barrister with at least 5 years post-qualification experience.
'Registered Offender' means any person who is required to notify personal information to the police in accordance with Part 2 of the Sexual Offences Act 2003 or any statutory modification or re-enactment thereof.
'Sports Governing Body' means any ruling body of a sport that is registered with UK Sport/Sport England, or any corresponding national or international league, association or other competent governing body of any sport.
1.2 In these Rules the phrase 'qualifying / qualifies as a Club Director' shall mean when an individual satisfies one or more of the criteria set out within the definition of Club Director as described above.
2.1 Any person who is at any time subject to a Disqualifying Condition shall be disqualified from holding office or acting as a Club Director at a Club for such a period as they shall remain subject to a Disqualifying Condition.
2.2 Where The League (by whatever means) becomes aware that a Club Director has become subject to a Disqualifying Condition The League will give written notice to:
(a) the Club Director that he is subject to a ban, giving reasons therefore, and requiring him to forthwith resign as a Club Director; and
(b) the Club that, in default of the Club Director's resignation as a Club Director, it shall procure the removal of the Club Director from that position within 28 days or such other period as is determined by the Board in its absolute discretion.
2.3 Any Club that:
(a) fails to comply with the provisions of Rule 3.1 (annual submission of Declarations);
(b) fails to comply with the provisions of Rule 3.3 (submission of Declaration of prospective Club Director);
(c) fails to comply with the provisions of Rule 3.2 (provision of further information);
(d) fails to comply with the provisions of Rule 3.4 (submission of Declaration of Club Directors of Clubs promoted or relegated into The League);
(e) fails to comply with the provisions of Rule 3.6 (notifying The League of changes in relation to a Club Director);
(f) fails to inform The League of the identity of an individual who qualifies as a Club Director; and/or
(g) has as a Club Director an individual who is subject to a Disqualifying Condition,
shall be subject to such sanctions as are prescribed in accordance with the provisions of this Appendix IV.
2.4 No Person may acquire any Holding in a Club if, pursuant to the law of the United Kingdom or the European Union:
(a) he is prohibited from entering the United Kingdom; or
(b) no funds or economic resources may be made available, directly or indirectly, to or for his benefit.
3 Reporting Requirements
3.1 Not later than 14 days before the commencement of each Season each Club shall submit to The League a list of all Club Directors at that Club and, in respect of each Club Director, a completed Declaration.
3.2 The Executive may at any time by notice in writing require any Club to supply to the Executive, within such period as the Executive shall reasonably specify, but in any event within 14 days of the date on which the notice was issued, such information as the Executive may specify to enable the Executive to satisfy itself that the Club has complied with the provisions of Rule 3.1.
3.3 If any person proposes to become a Club Director of a Club (including for the avoidance of doubt by virtue of being a shadow director or acquiring Control of the Club):
(a) the Club shall no later than 10 Normal Working Days prior to the date on which it is anticipated that such person shall become a Club Director submit to The League a duly completed Declaration in respect of that person;
(b) within 5 Normal Working Days of receipt thereof The League shall confirm to the Club whether or not he is liable to be disqualified as a Club Director under the provisions of Rule 2.1, and if he is so liable The League will take the steps set out in Rule 2.2; and
(c) he shall not become a Club Director until the Club has received confirmation from The League pursuant to Rule 3.3(b) above that he is not liable to be disqualified as a Director under the provisions of Rule 2.1.
3.4 Those Clubs promoted into The League from the Football Conference and those relegated into The League from the Premier League shall submit to The League a completed Declaration in respect of each of its Club Directors within 14 days of becoming a member of The League.
3.5 A Club Director shall, within 14 days of any change in any of the particulars set out within his Declaration, provide an updated Declaration to his Club. Failure to do so shall be misconduct.
3.6 A Club shall, within 14 days of becoming aware of any change to any of the particulars submitted by a Club Director in their Declaration, provide an updated Declaration to The League.
4.1 Any Club that fails to comply with the provisions of Rule 3 (Reporting Requirements) shall be guilty of misconduct. The Executive shall have the power to prescribe fixed fines in respect of any default pursuant to Regulation 78 of the Regulations save that there shall be no appeal against such penalties.
4.2 Any Club that:
(a) persistently fails to comply with the provisions of Rule 3, where persistent means failing to provide The League with Declarations (including updates to Declarations) and/or information notwithstanding three written requests to do so; or
(b) intentionally or negligently provides to The League a Declaration in respect of any Club Director that is false; or
(c) appoints a new Club Director without complying with the provisions of Rule 3.3,
shall be guilty of misconduct. The League's powers to bring disciplinary proceedings under the Regulations, together with the provisions of Rule 5 below, shall apply.
4.3 Any Club Director who intentionally or negligently provides to The League a Declaration that is false (or fails to notify his Club of any change to the particulars set out within the Declaration) shall also be guilty of misconduct. The League's power to bring disciplinary proceedings under the Regulations shall apply.
5 Withdrawal of Membership
(a) any person qualifies as a Club Director at a Club in breach of Rule 2 and that Club fails to remove that Club Director within such period as is determined by the Board in its absolute discretion; and/or
(b) a Club is deemed to have persistently failed to comply with Rule 3 (as described in Rule 4) the Board may give notice requiring the Club to transfer its membership to the Company Secretary (the 'Notice') in accordance with Articles 4.5 and 4.7 of the Articles of Association. Article 4.8 (suspension of the Notice) shall apply in the Board's absolute discretion
5.2 There shall be no appeal against the service of the Notice.
6 Appeal Mechanism
6.1 Any person who has a ban imposed in accordance with Rule 2.1 (the 'Appellant') has the right to appeal against the imposition of a ban, such Appeal to be lodged within 14 days of receipt of notice of the ban (an 'Appeal Application').
6.2 An Appeal Application shall only be successful where the Applicant is able to establish to the satisfaction of the Professional Conduct Committee that they:
(a) are not subject to a Disqualifying Condition; and/or
(b) in respect of a conviction of a court of foreign jurisdiction or suspension or ban by a Sports Governing Body or suspension, disqualification or striking-off by a professional body, there are compelling reasons why that particular conviction or ban, disqualification, or striking off (as appropriate) should not lead to disqualification under this Appendix IV.
6.3 Without prejudice to the operation of Rules 6.1 and 6.2 above, any person who has a ban imposed in accordance with Rule 2.1 and has not made an Appeal Application or has had an Appeal Application rejected (the 'Review Applicant') may, subject to the proviso to Rule 6.6 below, apply to the Professional Conduct Committee for an order that the ban imposed should be reduced to a period less than the period during which they will be subject to the relevant Disqualifying Condition (a 'Review Application').
6.4 A Review Application may be made on one or more of the following grounds:
(a) that, in the case of the Disqualifying Condition being a criminal conviction the appellant has been rehabilitated in accordance with section 1 of the Rehabilitation of Offenders Act 1975;
(b) that, where the Disqualifying Condition is not a criminal conviction, the appellant is able to demonstrate a change in the circumstances which constituted the Disqualifying Condition, whereby such circumstances no longer constitute a Disqualifying Condition; or
(c) the length of the ban is disproportionate to the nature of the Disqualifying Condition.
6.5 Any Appeal Application or Review Application shall set out the grounds for such application and shall be heard by the Professional Conduct Committee.
6.6 In response to an Appeal Application, the Professional Conduct Committee shall have the option to either:
(a) uphold the Appeal Application in full and set the ban aside;
(b) uphold the Appeal Application in part by finding that a Disqualifying Condition applies but, where the grounds of the Appeal Application include a grounds for a Review Application, consider the matter as a Review Application under Rule 6.7 below; or
(c) reject the Appeal Application,
PROVIDED ALWAYS that, where an Appeal Application is rejected, the Professional Conduct Committee shall be entitled to stipulate a period of time within which a Review Application shall not be permitted to be made.
6.7 In response to a Review Application, the Professional Conduct Committee shall have the option to either:
(a) reject the Review Application and direct that the ban shall remain imposed for such period as the Review Applicant remains subject to a Disqualifying Condition; or
(b) determine that the Review Applicant should not be banned for that period during which they will remain subject to a Disqualifying Condition and substitute such period as it shall reasonably determine, having regard to all of the circumstances of the case and the factors set out at Rule 6.4 above,
PROVIDED ALWAYS that, where a Review Application is rejected, the Professional Conduct Committee shall be entitled to stipulate a period of time within which a subsequent Review Application shall not be permitted.
6.8 Regulations 81.4, 81.5, 81.7, 83 and 84 together with Appendix III shall apply to the conduct of any proceedings of the Professional Conduct Committee as if reference to the FDC therein was amended to make reference to the Professional Conduct Committee.
7.1 These Rules came into force on 10th March 2005.
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