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The Football Association (“The FA”)

The FA is a company, The Football Association Limited, and just like every other company registered in England and Wales is subject to the Companies Act 2006. Pursuant to section 18 of the Companies Act 2006, The FA is required to have an articles of association, which are written rules for the organisation and running of a company. The FA’s Articles of Association (“the Articles”) can be found in Part 9 of The FA Handbook and identify the organisation of the FA, including the role of The FA Board, The FA Council and the significance of the Rules of the Football Association Limited (“the Rules”) (see article 2(iii) of the Articles and Part 10 of The FA Handbook), which shall be explained in turn.

It should be noted that there are 408 shareholders of The FA Association Limited, which include The FA Premier League, the Football League, each member of The FA Council, life vice-presidents, each full member club, each county association and The FA secretary (see articles 8, 10 and 11 of the Articles). Subject to the Professional Game Special Share and the National Game Special Share and its application to specific amendments to the Articles (see article 22 and 23 of the Articles), the shareholders have the ability to amend the Articles and the Rules (see articles 27 and 86-87 of the Articles and sections 21 and 283 of the Companies Act 2006).

Organisation

The FA Board

The FA Board is the board of 12 directors of The FA (see articles 48-49 of the Articles), which are:

  • The chairperson (an independent and non-executive position), who chairs meetings of The FA Board and carries out other representative, ceremonial and ambassadorial roles as The FA Board determines (see articles 50.4, 50.14 and 63 of the Articles);

  • Up to three national game representatives, who are, as defined in article 2.1 of the Articles, members of the FA Council that are also representatives of, for example, County Associations or The Referees’ Association;

  • Up to three professional game representatives, who are, as defined in article 2 of the Articles, members of the FA Council that are also representatives of, for example, The FA Premier League or The Football League;

  • The chief executive officer;

  • Up to three independent non-executive directors; and

  • The Audit Committee chair (the Audit Committee being one of the committees that supports the FA Board).

The chairperson and the independent non-executive directors are nominated by the Nominations Committee (another committee that supports the FA Board) and appointed, and can be removed by, the FA Council (see articles 50.1 and 50.10 of the Articles). Once elected, the chairman and the non-executive directors serve a term of three years and may not serve more than three terms (see article 50.6 of the Articles). The three national game representatives are elected by all of the national game representatives, and once elected serve a term of three years and may not serve more than three terms (see article 51 of the Articles). The professional game representatives are appointed by The FA Premier League and The Football League (one each and one jointly), and once elected serve a term of roughly one year and may not serve more than nine terms (see article 52 of the Articles).

As detailed under article 55 of the Articles, the powers and responsibilities of The FA Board include:

  • Taking such decisions and actions considered appropriate in managing the affairs of The FA;

  • Appointing, removing and determining the terms of service of the chief executive officer;

  • Being responsible for all financial matters;

  • Creating, developing and implementing The FA’s overall strategy;

  • Sanctioning competitions and matches in England (see also rules B1 and B2 of the Rules);

  • Taking advice from the Inclusion Advisory Board, the National Game Board, and the Professional Game Board (see articles 2, 58 and 59 of the Articles for details of those boards);

  • Convening the annual general meeting (if any) of The FA’s shareholders (see articles 24-26 of the Articles);

  • Calling extraordinary meetings of the FA Council (see standing order 7 found in Part 4 of The FA Handbook); and

  • Subject to the approval of the FA Council, amending the Rules (see article 86.2 of the Articles).

Notably, the FA Board retains all responsibility for determining all commercial issues and any decisions relating to the structure, format and regulation of The FA Cup and The Community Shield (see clause 3.1.1 of the Terms of Reference for the Operation of the Professional Game Board (found in Part 5 of The FA Handbook)). Similarly, The FA Board retains all responsibility for determining all commercial and operational issues relating to all England teams and the decision on the appointment of the head coach and all senior coaching and supporting staff (see clause 3.1.2 of the Terms of Reference for the Operation of the Professional Game Board).

Further, The FA Board also has the power to delegate any of its powers to committees and boards, such as (i) the Nominations Committee; (ii) the Women’s Football Board; (iii) the Women’s Super League and the Women’s Championship Board; and (iv) the Professional Game Board (see article 56 of the Articles).

Notable powers are delegated to the Professional Game Board (see article 59 of the Articles and clause 3.1 of the Terms of Reference for the Operation of the Professional Game Board), including:

  • Appointing individuals to, delegating powers to and operating the FA Cup Committee and the International Committee;

  • Administering The FA Board’s policy on or deciding on all administrative and operational issues relating to The FA Cup and The Community Shield;

  • Administering the representative and ambassadorial roles of England’s men’s under-19, under-21 and senior teams; and

  • Deciding on the allocation and disbursement of the Professional Game Distributions (see also article 54 of the Articles).

The FA Board meets when it thinks fit (see article 63 of the Articles). When matters before the FA Board require a vote, the FA Board is quorate when five directors are present and includes the chair or the chief executive officer and one representative from each of the national game representatives and the professional game representatives (see article 65 of the Articles). Each director has one vote and matters are decided by a majority vote (see article 66 of the Articles).

The FA Council

The FA Council consists of 26 types of members (some in multiples, see article 75 of the Articles), which include

  • The leader of council, who chairs meetings of The FA Council and general meetings of The FA and carries out other representative, ceremonial and ambassadorial roles as The FA Board determines (see articles 2 and 78 of the Articles and standing orders 33-37 found in Part 4 of The FA Handbook);

  • The chairperson of the FA Board;

  • Representatives of The FA Premier League;

  • Representatives of The Football League;

  • Representatives of the County Associations;

  • Representative of the FA Youth Council; and

  • The BAME Football Communities Representatives.

Save for some exceptions, each member of the FA Council serves, roughly, for a term of three years and may not serve more than three terms (see article 77 of the Articles and standing order 34 found in Part 4 of The FA Handbook).

The powers of The FA Council (see article 79 of the Articles) include:

  • The operation of the Football Regulatory Authority and the Judicial Panel (explained below);

  • The control and management of the national league system and the leagues beneath the national league system;

  • The criteria for membership of The FA;

  • The sanctioning of competitions and matches in England and overseas (see also rule B2.2 of the Rules);

  • The status and registration of players;

  • The registration, control and development of refereeing;

  • Approving and recommending to the shareholders proposed amendments to the Articles and the Rules;

  • Debating any current and significant issues relating to football; and

  • Receiving reports from The FA Board concerning the exercise of The FA Board’s powers on an annual basis.

The FA Council does not have the power to make any decision relating to financial or commercial matters (unless authorised), as such powers reside with The FA Board.

The Standing Orders for the conduct of business at the meetings of The FA Council (see Part 4 of The FA Handbook) provide further details on the powers and procedures of The FA Council. For example, The FA Council has the power to delegate to the Football Regulatory Authority, the Judicial Panel and such other committees (see standing orders 64-82 found in Part 4 of The FA Handbook) as may be established from time to time.

There are no more than six meetings of The FA Council each year, subject to any extraordinary meetings that may also be necessary (see standing orders 2-6 found in Part 4 of The FA Handbook). When matters before The FA Council require a vote, The FA Council is quorate when 50% or more of its members that are entitled to vote are present (see standing order 12 found in Part 4 of The FA Handbook). Proxy votes are only permitted in limited circumstances, and matters are decided by a majority vote (see standing order 23-26 found in Part 4 of the FA Handbook).

The Rules

Article 86 of the Articles states that all shareholders, directors and members of The FA Council and any other body appointed under the Articles are bound by and subject to and shall act in accordance with the Rules (and any regulations, standing orders, decisions et al). The Rules also apply to all ‘Participants’, defined in rule A2 of the Rules as:

‘… an Affiliated Association, Competition, Club, Club Official (which for the avoidance of doubt shall include a Director), Intermediary, Player, Official, Manager, Match Official, Match Official observer, Match Official coach, Match Official mentor, Management Committee Member, member or employee of a Club and all persons who are from time to time participating in any activity sanctioned either directly or indirectly by The Association’.

The Rules, as found in Part 10 of The FA Handbook, deal with, amongst other things:

  • Rules relating to player status and contracts, i.e. player registration and transfers (see section C of the Rules);

  • Misconduct, i.e., what it is (see section E of the Rules); and

  • The FA’s powers of inquiry and disciplinary powers for when dealing with suspected and proven misconduct (see sections E-H of the Rules).

Further, and has been similarly seen in Football Law’s overviews of FIFA and UEFA, the Rules provide that all ‘Participants’ and The FA agree to submit to arbitration disputes between them arising from, amongst other things, the Rules, the statutes of FIFA and UEFA, and the Laws of the Game (see rule K1 of the Rules):

  • There are restrictions to this agreement to arbitrate:

    • Rule K1(b) of the Rules states that no arbitration shall be commence ‘unless and until the party or parties wishing to commence an arbitration… has exhausted all applicable rights of appeal pursuant to the Rules’; and

    • Rule K1(d) of the Rules states that the agreement does ‘not operate to provide an appeal against a decision of a Regulatory Commission or an Appeal Board under the Rules and shall operate only as the forum and procedure for a challenge to the validity of such decision under English law on the grounds of ultra vires (including error of law), irrationality or procedural unfairness’.

  • The rules governing the procedures of any such arbitration and the arbitral tribunal’s powers in dealing with any such arbitration are found in rules K2-14 of the Rules.

  • It should also be noted that the applicability of Rule K1 of the Rules to a dispute between two (or more) Participants is not as straightforward as may appear at first blush, particularly in circumstances where the issue giving rise to the dispute is further away from the mere playing of football (e.g., a football agent’s business dealings with a football club). Whether an agreement to arbitrate has arisen between the parties to a dispute pursuant to Rule K1 of the Rules is to be determined by a fact sensitive analysis undertaken by reference to the general principles of contractual formation (see Mercato Sports (UK) Ltd & Anor v The Everton Football Club Company Ltd [2018] EWHC 1567 (Ch), (HHJ Eyre QC) at [26], [41]-[42]).

The Football Regulatory Authority and the Judicial Panel

The Football Regulatory Authority (“FRA”) and the Judicial Panel are two significant bodies that are worthy of some explanation here due to their important role in the making of and ensuring compliance with the Rules.

The FRA was established by The FA Council and is the ‘regulatory, disciplinary and rule-making authority of [The FA], and [The FA] Council delegates to the FRA powers to administer and exercise on behalf of [The FA] the powers and functions of [The FA] contained in Rules E to L’ (see clause 3.1 of the Terms of Reference for the Composition and Operation of the FRA (“the FRA Terms”) found in Part 7 of The FA Handbook).

The FRA is managed by the FRA Commissioners, which consists of up to eight members of The FA Council (four of who are national game representatives and four of who are professional game representatives) and up to four independent non-FA Council commissioners (see clause 4.1 of the FRA Terms).

The FRA Commissioners have the power to delegate any powers and duties to any other FRA Commissioner(s), any other employee(s) of The FA or any committee(s) as they think fit (see clauses 4.4 and 7.5 of the FRA Terms). The FRA Commissioners meet as often as they think fit but must meet at least five time per year (see clause 7.1 of the FRA Terms). Where matters before the FRA Commission require a vote, each FRA Commissioner has one vote and a simple majority (more than 50%) of the votes is required for a matter to be decided.

In addition to the FRA Commissioners, there is also a Chief Regulatory Officer, who is a full-time employee of The FA responsible for the day-to-day management of the FRA on behalf of the FRA Commissioners (see clause 4.5 of the FRA Terms).

The FRA’s responsibilities (see clause 3 of the FRA Terms) include:

  • Formulating and proposing amendments to, and publishing, the Rules or any other relevant rule or regulation of The FA;

  • Making recommendations to The FA Council in respect of changes made to the FRA Terms and the Terms of Reference for the Composition and Operation of the Judicial Panel (see Part 8 of The FA Handbook);

  • Monitoring compliance with and detecting breaches or possible breaches of the Rules, the Laws of the Game, the statutes and regulations of UEFA and FIFA;

  • Administering for the Regulatory Commissions and the Appeal Boards; and

  • Appointing members of and delegating the appropriate powers to sub-committees and bodies, such as the Rules and Regulations Sub-Committee and the Disciplinary Sub-Committee.

The Judicial Panel was also established by The FA Council as ‘as the group of individuals from which Regulatory Commissions and Appeal Boards will be drawn by the Judicial Panel Chair or its nominee, to hear cases or appeals in connection with disciplinary and other regulatory processes of [The FA]’ (see clause 3.1 of the Terms of Reference for the Composition and Operation of the Judicial Panel (“the Judicial Panel Terms”) found in Part 8 of The FA Handbook).

The Judicial Panel consists of five types of members (see clause 4.1 of the Judicial Panel Terms), including:

  • Members of The FA Council;

  • Legal panel members, who are professionally qualified barristers or solicitors;

  • Football panel members, who are individuals with appropriate experience of the game of association football);

  • Chairs’ Panel members, who are appointed by the FRA to sit as Chairs of Regulatory Commissions; and

  • Specialist panel members, who are qualified barristers or solicitors, or other experienced individuals, with more than seven years’ experience.

One member of the Judicial Panel is appointed by the FRA as the Judicial Panel Chair (see clause 9 of the Judicial Panel Terms).

The Judicial Panel chair draws from the Judicial Panel members, and for appeals draws from the Appeal Board Chairs’ Panel members (see clause 5 of the Judicial Panel Terms), those needed to establish Regulatory Commissions and Appeal Boards to hear misconduct first-instance hearings or appeals (see clauses 6 and 7 of the Judicial Panel Terms).

Fuller details of the FRA and the Judicial Panel can be found in Football Law’s overview of Football Discipline.

26 July 2022

Thomas Horton