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Code of Conduct - full version
Code of Conduct - full version

Code of Conduct to help govern the relationship between Club and Trust

CODE OF CONDUCT (April 2003)

Governing the relationship between York City Supporters Trust and York City Football Club Limited (YCFC)

It is intended that the Code of Conduct be considered and adopted by meetings of both the Trust Board and the YCFC Board.

Unless it is otherwise the case, it is not intended that the provisions of this Code have the binding force of law, but that it will serve as a framework for the working relationship between the YCFC Board and the Trust Board. The Code is intended as a framework that can be amended in due course according to the particular circumstances in consultation between the YCFC Board and the Trust Board.

It is acknowledged that each of the directors of YCFC owes his/her ultimate responsibility to YCFC as a director under Company Law and that his/her adherence to this Code takes effect subject to that responsibility. Similarly, it is noted that the members of YCFC (i.e. the shareholders) have certain rights under Company Law and none of the matters noted below are intended to limit those rights.

1. Majority approval of Trust Board required before the directors of YCFC carry out any of the following matters/transactions:
i. Appointment of a new director (NB: the make-up of the YCFC Board should always have at least as many directors who are also Trust Board members as other directors);
ii. Any proposed change to the identity of the Chairman of YCFC;
iii. The appointment of any honorary positions that the YCFC Board may be considering;
iv. Any proposed changes to the Articles & Memorandum of Association;
v. Any proposed increase in the authorised share capital of YCFC;
vi. Any proposed issue or transfer of shares by YCFC;
vii. Remuneration to directors (excluding reimbursement of reasonable expenses incurred whilst conducting business for the benefit of YCFC);
viii. Loans to directors or any other related parties;
ix. Change of Club name or nickname;
x. Increase ticket prices by more than 10% for any one game or from one season to the next;
xi. Submission of planning permission to develop the Monks Cross Stadium Site or any alternative site;
xii. Entering into any form of agreement with Persimmon plc, Bootham Crescent Holdings plc, Mr J Batchelor (or any other party related to any of these people/entities) or any other party in relation to the development of a new stadium.
Note: Some aspects noted above are, in effect, requirements of Company Law anyway.

2. Regular (at least quarterly) reporting by YCFC Board representative(s) to the Trust Board to canvass the views of the Trust Board on the following matters:
i. Prior to the commencement of a season, presentation of financial budget for the forthcoming season;
ii. Quarterly financial summary (Budget versus Actual; Forecast to end of season; brief commentary of key aspects);
iii. Progress report in relation to the development of a new stadium at the Monks Cross Stadium site or any alternative site;
iv. Share with the Trust Board the significant deliberations and decisions of the YCFC Board and matters to be discussed at forthcoming YCFC Board meetings;
v. General policy decisions of the YCFC Board.

Note: It is acknowledged that the YCFC Board representative(s) reporting to the Trust Board shall not, without the prior authority of the YCFC Board, disclose any confidential information to any other person.

3. In relation to the operations of YCFC:
i. The YCFC Board to use their best endeavours to engage Trust Board members and other supporters in assisting the operations of the Club.

4. Matters that can be initiated by the Trust Board
i. With good reason, request the resignation of a YCFC Board member;
ii. With good reason, suggest the appointment of a new YCFC Board member.

Notes: If a Trust Board member who has also been appointed as a director of YCFC subsequently relinquishes his/her status as a Trust Board member (by way of resignation or non-election), they will no longer be one of the YCFC Board members with dual status as a Trust Board member. The make-up of the YCFC Board may need to be changed, such that the YCFC Board should always have at least as many directors who are also Trust Board members as other directors.

5. In relation to the potential provision of further funding/donations (of any single amount greater than 5,000) by the Trust to YCFC
i) YCFC Board to make application to the Trust Board with full explanation of reasons for the application;
ii) Majority approval of Trust Board required before any transfer of monies takes place or settlement of liabilities on behalf of YCFC by the Trust.

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