Back in December, we indicated that we planned to consult on the future of TJF’s representation on the Club Board.
Today we’re launching the consultation, and seeking your views. This is not a binding “vote” on what should happen, but your feedback will help shape our approach to fan representation going forwards.
As this affects the wider fan-ownership structure, we are seeking views from all Thistle fans, regardless of whether or not they are a TJF member, PTFC Trust beneficiary, or neither. You can complete the survey anonymously if you prefer, but it helps us to follow-up on feedback if you indicate who you are.
We have provided some detail below setting out the history of the current arrangement, and why we’re now reviewing it. We recommend reading this before completing the survey.
If you have any questions about this survey, or the wider issues raised in it, please contact us at contact@thejagsfoundation.co.uk.
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1. The state of play in June 2023
TJF was invited, back in May 2023, to nominate a representative from its own board to serve on the Club Board, as part of the transition towards a conventional and enduring fan-ownership governance structure.
The invitation was extended, initially, as an interim arrangement. At that time:
- TJF was not yet a corporate trustee of the PTFC Trust
- TJF’s members were not yet beneficiaries of the PTFC Trust
- there was no legal agreement governing the relationship between the Club and PTFC Trust
- there was no mechanism for elected fan representation on the Club Board
- the Club’s internal governance and ways of working had not been adapted to the new fan-ownership context
Having initially declined an earlier invitation in late 2022, TJF accepted the summer 2023 invitation to try to strengthen its working relationship with the Club and to help deliver on those key governance milestones, on behalf of its members. This was intended to be a temporary arrangement, while more permanent arrangements were properly considered, consulted on and implemented.
2. The initial impact to January 2024
- TJF became a corporate trustee of the PTFC Trust (as did The Jags Trust)
- all bar one of the individual trustees stepped back from their positions as trustees
- the beneficiary base of the PTFC Trust was expanded to include (among others) members of TJF
- most of the work to develop a Club-Trust Agreement was undertaken
3. What still had to be done in January 2024?
The Club-Trust Agreement work was at an advanced stage, but had not yet been signed-off. There also was no Corporate Governance Manual.
Although it had been (informally) agreed in principle that there would be elections for two fan representative positions by the summer of 2024, the arrangements to enable those elections had still not been made.
We (TJF) felt that the Club was still “in transition” and that a continued TJF presence on the Club Board was preferable, to get key governance milestones over the line.
It was also felt that, if we could provide a period of boardroom stability, the new directly elected fan representatives would have a better opportunity to find their feet and develop their roles.
On that basis, and again at the Club Board’s invitation, TJF nominated Stuart Callison to replace Andrew on the Club Board at the January 2024 AGM.
4. What has happened since January 2024?
Since then, the following key milestones have been delivered:
- the Club-Trust Agreement was publicly consulted on and then finalised and implemented in February 2024
- the remaining individual trustee (Neil Drain) stepped back from the PTFC Trust (giving the two fan groups full control of the majority shareholding)
- the first PTFC Trust elections for directly elected fan representatives took place in May 2024
- the Club Board adopted a Corporate Governance Manual in October 2024
- the Club Board launched a recruitment drive for working groups to involve other fans in the strategic direction of the Club in November 2024 (and some appointments have now been made)
5. Current Club Board
At the moment, the Club Board has seven members, including:
- Richard Beastall (Club Chair and independent director)
- Caroline Mackie and Elliot Gilmour (independent directors)
- Donald McClymont (investment director)
- Stuart Callison (TJF Board’s nominated director)
- Allan McGraw and Alistair Gray (Fan Representatives directly elected by beneficiaries of PTFC Trust)
6. Consultation and options
Now that key governance milestones have been delivered, we think it’s the right time to take stock of TJF’s relationship with the Club Board.
We are seeking your feedback on the best way forward, in part because there isn’t consensus on TJF’s board about the best way forward. We want to make sure that TJF and the Club are striking the right balance between representation and accountability.
As we see it, there are essentially four options available, and the aim should be to implement any changes by the end of this season.
The options being considered
Option 1
TJF’s elected board continues to nominate a Club Board representative
Option 2
TJF’s members directly elect a Club Board representative
Option 3
TJF withdraws its Club Board rep – PTFC Trust beneficiaries directly elect a 3rd fan rep
Option 4
TJF withdraws its Club Board rep – space created for skills-based appointments
The case for a TJF rep
There are a number of respects in which having TJF representation on the Club Board has been advantageous. Both role-holders strengthened communication channels between the Club Board and TJF’s Board, and enabled TJF’s Board (when necessary) to provide direct but private challenge to strategic decision-making at the Club.
There is also an argument to recognise the significant financial contribution that TJF members make to the Club. In the eyes of many, this may be seen to justify having “a seat at the table” in much the same way as a major investor (like Donald McClymont). On this view, a TJF nominee provides a distinctive voice and route for members to influence the strategic priorities of the Club.
There have been practical advantages to having someone in a dual-role, able to champion fan interests in the boardroom and get joint initiatives moving where they might otherwise have stalled.
For practical reasons, TJF’s Board has so far nominated the TJF rep for appointment to the Board. One option for greater transparency and accountability could be to make this role directly elected by TJF members.
The case against a TJF rep
The “dual-role” has presented its challenges. The lines of accountability, even with the Club-Trust Agreement and Corporate Governance Manual, have not always been clearly communicated and universally understood.
This isn’t an issue unique to our own fan-owned Club. But with high-profile decisions about investment, governance and restructuring having dominated the last two years, it has been more in the spotlight than would “normally” be the case.
Any dual-role comes with risks of conflicts of interest, which then have to be identified, managed and communicated carefully.
It has also been more difficult for TJF to communicate as publicly and candidly with our members as often as we would have liked. The fact that TJF’s Board has a direct link to the Club Board risks the perception (whether for good or ill) that TJF’s Board is a lot more involved in, and has a lot more control over, day-to-day decisions at the Club than is really the case.
The mantra “fan-owned, not fan-run” remains an important one for us, and if the dual role is widely perceived by fans to be obstructing that goal, the case for ending the arrangement would then be stronger.
Alternatives to TJF representation
1. Replace TJF's Club Board rep with a third directly elected PTFC Trust fan rep
The Club is not in the same position that it was in even a year ago, in that other forms of fan democracy have had a chance to bed-in. Certain aspects of the TJF “dual-role” should now be able to be carried-on by the directly elected fan reps of the PTFC Trust, feeding back to both Trustees.
If the TJF rep is withdrawn, it will be important for the elected fan reps (and other Club Board members) to do more to communicate important information back to the Trustees and wider support.
The Club-Trust Agreement provides for at least two directly elected Fan Representatives, to be voted on by the beneficiaries of the PTFC Trust (around two-thirds of whom are TJF members).
Some time ago now, TJF had originally suggested that there should be three fan representatives on the Club Board (assuming a maximum Club Board size of 8). There is no “magic number” for representation, and as we’ve previously noted, fan-owned Clubs in Scotland have taken a range of different approaches to the representation question.
Having a third Fan Representative, instead of a TJF rep, could help to strengthen fan democracy, whilst avoiding the perceptions of conflict of interest for a “dual board” rep.
2. Remove the TJF rep to create more space for skills-based appointments
We have previously observed that the move towards skills-based appointments on the Club Board has taken longer than we would have liked. We need to create an environment where experienced and talented people, both within the Thistle support and beyond, are willing to step-up and develop Partick Thistle as a professional and sustainable football brand.
One way of trying to accelerate that process could be to withdraw TJF’s rep, with the explicit expectation that the Club would seek to replace it, by the summer, with relevant expertise to strengthen the Club’s financial oversight and commercial performance.