Part 62 of 70 — Original Chapter: Chapter 18: The Footy Five Make Their Play
This article forms part of the serialised republication of Panthers, Passion & Politics – The Roger Cowan Years.
Acuiti delivered its report on Panthers’ amalgamation processes to the Board in May 2002.
Walsh said that although the exercise cost the Club a lot of money it was carried out with no input from him. Not one of the managers involved in formulating or carrying through the amalgamation process was consulted.
It appears that the only people from Panthers who contributed to the preparation of this report were from the Five directors. The report contained 42 separate criticisms of the way Panthers had undertaken its amalgamations, many of them directed at management.
Those involved in the amalgamation process attended a series of meetings, spending around 50 hours dealing with the issues raised. A detailed response addressing each point was prepared and tabled for the Board. It was never discussed at a Board meeting.
On 31 July 2003, more than a year later, Roger Cowan received a letter from Boon. Boon explained that his report had been prepared as ‘essentially a discussion paper for the forthcoming board meeting’. He said his company had envisaged the report would facilitate discussion, and that further information would be provided to clarify the issues raised. Acuiti would then, taking everything into account, make its final comments and recommendations.
Boon’s letter continued that unfortunately neither management nor Acuiti itself was given an opportunity to discuss the report in any detail at any meeting. It acknowledged management’s responses to the 2002 report. It also concluded that Cowan and management had nothing to answer.
Barry Walsh estimated that the Acuiti exercise ultimately cost the Club far more than $400,000. He included the management time spent preparing a response, the diversion of managers from other Club responsibilities and other incidental costs that could not be accurately assessed.
A new election had to be scheduled. But by mid-2002 the Board had decided that the new nine-seat structure, which guaranteed five seats to Penrith, was not satisfactory. Craig Terry told the Inquiry that the simple majority model of five out of nine was not very ‘robust’, because it did not necessarily ensure that Penrith members retained ‘decent control of the organisation’.
There was a logical explanation for why a simple majority might not have been considered sufficiently ‘robust’. The model allowed up to four directors from non-Penrith sites to be elected. Even the election of one non-Penrith director would necessarily displace a sitting board member. If that person were a member of the Footy Five, their five-four majority would disappear.
By now, members from the clubs outside Penrith had been confirmed as Panthers members and, as such, had the right to vote – and stand for the Board. The distinction between Penrith members and members of the amalgamated clubs was evident in Terry’s explanation. He said that ‘the Penrith members were pre-eminent in our minds because they were the ones where we had a duty’.
Cowan took a different view. He argued that the memoranda of understanding had promised members of the amalgamating clubs particular rights in return for the transfer of substantial assets to Panthers, and that those commitments also had to be honoured.
The memoranda of understanding promising certain rights in return for the transfer of millions of dollars in assets to Panthers apparently had no effect on Terry’s sense of duty, according to Cowan.
After the cancelled election, Cowan continued trying to find a solution that would preserve the rights promised to members of the amalgamating clubs. The Board majority, however, had placed greater weight on ensuring continuing Penrith control.
Dennis Coffey was asked in the Inquiry if it concerned him that promises that had been made by Cowan would be broken by the constitutional changes, and that those members would be denied the rights they had been promised.
When I realised the problems that it could have caused our club, it didn’t concern me at all.
He agreed with counsel’s statement that he saw his duties as protecting the interests of Penrith members.
Ian Temby responded,
And if promises were broken, too bad?
Temby asked if Coffey knew that Cowan had been given authority by the Club Board to enter into negotiations for amalgamations. He said yes and then denied that he knew the amalgamating members would receive full voting rights. He had however been being a director on the Board that helped to devise – and approve – the amalgamation criteria, and entered into a memorandum of understanding setting out the rights of amalgamating members for each amalgamation.
All the directors of that time agree that Cowan strongly opposed the changes that would lessen the rights of the new members. John Bateman confirmed that Cowan repeatedly objected to both the cancellation of the election and later constitutional amendments on the basis that they were both unnecessary and meant that promises would be broken.
Temby asked Bateman,
Why shouldn’t it be thought that the Club behaved dishonourably in effecting that change?
Bateman replied,
Dishonourably is a strong word.
Temby:
I am not mincing my words and it is right that I shouldn’t.
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