Part 56 of 70 — Original Chapter: Chapter 15: Confidentiality — Dysfunction — Conflict
This article forms part of the serialised republication of Panthers, Passion & Politics – The Roger Cowan Years.
In the last section of this chapter, we return to an earlier attempt to break the deadlock — Cowan’s offer, following the Kilmister seminar, to bring his existing contract to an end and give the Board the opportunity for a fresh start. Around the time of the Lone Star meeting, Cowan circulated a letter offering the Board the opportunity to consider his contract at an end. In part, he wrote:
The best way to clear this matter to everyone’s satisfaction is for me to agree that my contract is now terminated. The club no longer has any obligation to continue my employment. This will give the board the full opportunity to evaluate its position regarding the management of Panthers without any pressure from contracts. The board is free to act in the best interest of Panthers.
An agreement should encompass what each party expects from the other, defined clearly and unambiguously. If we do agree on a new contract, I would like it to include what the board expects from me.
The other option is to go for a fresh start, by advertising, headhunting or promoting from within. I will assist if required.1
The Board took no action on the offer. Cowan had invited the directors to define what they expected of him under any new agreement, or alternatively to appoint someone else. Neither course was pursued.
Craig Terry told the Temby Inquiry that in mid-2002, he had independently sought legal advice on whether they could terminate Cowan’s contract. He was told that there would be great difficulty. The contract was solid; they would have to prove wilful misconduct, and would likely be sued for breach of contract.
Terry told the inquiry,
Even if the full board had determined that a CEO needed to be terminated, the legal infrastructure surrounding Mr Cowan’s tenure was really stopping the board from doing that.
Yet when Cowan had earlier walked out of the Board meeting — an action he later acknowledged amounted to resigning — nobody sought to hold him to it when he returned. Nor did the Board act when he subsequently put in writing an offer to consider his contract terminated.
Some directors would later tell the Inquiry that they wanted Cowan to work within parameters set by the Board and to improve the accountability of the CEO. Cowan’s written offer had specifically invited the Board to define what it expected of him under any new agreement. No new agreement or set of parameters resulted.
How can that make sense in the light of their complaints before and during the Temby Inquiry?
Phyro had also become an issue for some directors well before the final confrontation. Yet, on Bateman’s evidence, the matter was not raised directly in the Boardroom until shortly before the Five left the Board. Even then, Geoff James agreed with Ian Temby that they were just ‘tweaking Roger Cowan’s nose’ when they raised it.
On 28 August 2002 Cowan asked the Board whether he had its confidence. The vote was five to four that he did not.2 The resolution read,
The majority of the board believes it is time for a change of GM and are happy to work with him to work out a timetable in respect of this change.
But the board did nothing more about it.
Temby later observed that many chief executives faced with such a resolution would have negotiated terms for their departure. Cowan did not. With another Board election approaching in October, Temby simply observed: “He hung on.” Cowan says he was driven by the lack of response to his letter offering the termination of his contract, and he just wanted to bring it to a head. He hoped it might even flush out some information that would provide clues as to what was going on in their minds. From Cowan’s perspective, nothing seemed to fit into a logical pattern.
Greg Evans denies that the board wanted to get rid of Cowan. ‘If we wanted to; we could have after the walk-out’ he said in 2006.
There was never an agenda to get rid of him, except that might have changed right at the very end when things were so bad. All the directors were happy to work with him, but within a proper structure. We wanted Roger to work within the parameters – we recognised his talents, there was no question of his ability to do the job, but he was answerable to no-one. He might not have liked the parameters, but we were the ones elected by the members.
Cowan recalls no specific parameters or guidelines ever being put to him by the Board.
That left an unresolved contradiction. Evans maintained that the Board wanted Cowan to work within clearly defined parameters and recognised the directors’ authority as representatives elected by the members. Cowan maintained that no such parameters or guidelines were ever put to him. Even after the 5–4 vote that it was time for a change of General Manager, no timetable for that change was implemented.
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- Temby later examined the contemporary document, headed “General Manager Agreement”, and recorded that it offered to treat Cowan’s existing contract as terminated, leaving the Club with no continuing employment obligation. Temby also noted that Cowan’s email to Geoff James dated 7 June 2000, following his walkout from the previous evening’s Board meeting, again offered his resignation.
↩︎ - Temby records that a major factor in the no-confidence motion was a report by solicitor Brett Boon reviewing the Club’s amalgamations. The report was critical of management in some respects and had been delayed because not all relevant documents had been made available to Boon. ↩︎
Panthers, Passion & Politics - The Roger Cowan Years 
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