Jonathan Greenstein on Football Board Risk

In this episode of The Boardroom Path, Ralph Grayson speaks with Jonathan Greenstein, co-founder and director of Lagom Sports Compliance, about football club governance and the responsibilities of directors under the Independent Football Regulator.

Jonathan draws on his financial services compliance background to explain why a good governance statement needs a record of decisions, challenge and follow-up behind it. The regulator’s draft State of the Game report says 94% of clubs in the top five English leagues were loss-making in its 2025/26 dataset, which combines actual and forecast information. Jonathan discusses what boards should establish about the amount, timing and reliability of owner support. 

The conversation covers related-party transactions, delegated authority and the difference between accountability and the practical ability to challenge. Jonathan also sets out the documents a prospective NED should request, the football-specific knowledge they will need to learn and why supporters must remain part of the board’s thinking.

• (00:00) - Welcome to The Boardroom Path
• (03:54) - Why Football Needs Regulatory Experience
• (06:07) - Club Losses and Owner Funding
• (09:17) - Evidence of Effective Governance
• (12:17) - Individual Accountability and Responsibility
• (15:17) - Club and Director Liability
• (18:10) - Related-Party Deals and Independent Challenge
• (20:31) - Board Skills and Club Risks
• (23:46) - Independence and the Authority to Challenge
• (26:22) - Bringing Outside Experience to Football
• (29:39) - Due Diligence Before Joining a Board
• (32:32) - Supporters, Heritage and the Club

Jonathan Greenstein: Jonathan Greenstein is co-founder and director of Lagom Sports Compliance, a specialist governance, risk, compliance and anti-financial crime advisory business focused on professional football. He founded Lagom Consulting in 2024 after 15 years in financial services regulatory compliance. At Lagom Sports Compliance, Jonathan leads business development, operations, finance and marketing, alongside his work with Lagom Consulting clients.

Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom.

Episode Insights:

• A governance statement is more useful when directors can trace a decision through challenge, approval and review.
• Owner support should be tested for amount, timing, conditions and reliability, alongside the source of funds.
• Independent challenge requires access to information, a chair who supports it and a way to record dissent.
• Board skills should match the club’s risks, funding and structure; governance arrangements should be proportionate to its size.
• Directors from outside football can bring relevant experience, but need to learn the game’s economics, rules and relationship with supporters.

Action Points:

1. Trace a material decision: Select a recent decision and follow it from proposal to review. Check that the record shows challenge, authority and approval. Identify any gaps before the next decision reaches the board.
2. Test owner funding: Ask for the amount, timing and conditions of promised support. Review the cash forecast and the plan if funding does not arrive. Examine the source of funds where appropriate.
3. Agree decision limits: Establish who can commit the club and which decisions return to the board. Set an escalation route for exceptions, including urgent transfer decisions. Record approvals before commitments are made.
4. Check independence in practice: Ask how directors obtain information and independent advice. Review the conflicts procedure and how dissent is recorded. Consider whether a director can exercise the authority needed to discharge their responsibilities.
5. Assess the board’s skills: Map existing experience against the club’s funding, ownership and transaction risks. Identify gaps and decide whether to recruit or obtain specialist advice. Provide football-specific induction for directors joining from other sectors.

The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. 

Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com.

The Boardroom Path is produced by Story Ninety-Four in Oxford, UK. 

Creators and Guests

Host

Ralph Grayson

Guest

Jonathan Greenstein

Producer

Matt Eastland-Jones

Producer

Story Ninety-Four

What is The Boardroom Path?

Welcome to The Boardroom Path, the essential podcast for aspiring and newly appointed Non-Executive Directors navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career.

Jonathan Greenstein: A governance statement can be beautifully written and still tell you absolutely nothing. Give us evidence. Impressive governance describes a system and good governance actually leaves a trail.

Ralph Grayson: Welcome to The Boardroom Path by Sainty Hird & Partners. I'm your host, Ralph Grayson, a partner in the board practice. In this series, we'll offer practical steps and useful perspectives for aspiring and newly appointed NEDs. Would you join the board of a business where success could encourage you to spend beyond your means? Your most valuable assets couldn't readily be sold when you needed the cash, and your financial security might depend on the one individual continuing to write cheques, and what if that business also represented generations of family loyalty, a community's identity, and hopes of thousands of people every Saturday? Welcome to the boardroom of a football club.

English football attracts extraordinary audiences, talent and investment, but behind that commercial success lie some uncomfortable questions about financial resilience, ownership, and the quality of oversight. Those questions are becoming much harder for directors to leave unanswered. The arrival of the independent football regulator and the introduction of statutory licensing bring a new level of scrutiny to how football clubs are funded, governed, and led, and for the people around the boardroom table, that means being able to demonstrate who makes decisions, how assumptions are challenged, and what happens when the plan goes wrong.

My guest today is Jonathan Greenstein, co-founder and director of Largum Sports Compliance, a specialist governance, risk, compliance, and anti-financial crime advisory business focused on professional football. He's also the founder of Largum Consulting and brings 15 years of experience in financial services regulatory compliance.

That background is particularly relevant to this conversation. Financial services has considerable experience of asking difficult questions about ownership, sources of wealth, accountability, and the difference between having a policy and demonstrating that it works. Jonathan and his colleagues are now applying that experience to football with an emphasis on arrangements that clubs can use in practice. Through his writing, training and governance tools, Jonathan explores what the new regime means for owners, chairs, directors, and senior executives.

His work also asks some very direct questions, "Who really exercises control? What has management been authorised to do? Can concerns reach the board? And could the club produce evidence of effective oversight if the regulator asks tomorrow?" We'll explore those questions through the IFR State of the Game Report, the advent of licensing, and the Manchester City Affair, where the Commission's findings and the club's appeal raise important questions about institutional accountability, individual responsibility, and due process.

But this episode also looks forward. What should a football club board now look like? Which skills and experiences does it need? How does an independent director challenge an owner who pays the bills? And how can the board support sporting ambition while protecting the institution entrusted to it?

For listeners whose careers have been in finance, professional services, technology, people, or other regulated businesses, there is a further question. Could your experience be valuable in a football boardroom, even if you've never considered yourself a football person? You would certainly have plenty to learn. You might also bring precisely the judgement, curiosity, and willingness to challenge that a club needs.

Jonathan, welcome to The Boardroom Path.

Jonathan Greenstein: Thank you for having me here today. I really do appreciate it. It's not often I'm on this side of the table. I'm usually the one asking the questions, so this does feel a little bit foreign to me.

Ralph Grayson: Before we get into all this complexity of the rules, what first convinced you that football needs the experience that you and your colleagues could bring?

Jonathan Greenstein: I was approached by a former colleague of mine, Isabel Lemis, who I worked with in another consultancy who identified that football clubs in the UK and the EU are, well, were facing regulation that is in some cases very similar to and other cases almost the same as financial services regulation.

Coming from a financial services regulatory background, we have, as a consulting team, 30, 40-odd years' experience combined in supporting financial services firms meeting regulation and regulatory change. Football clubs, whilst having had exposure to regulation through the leagues and governance in that way, are not used to facing an independent regulator like the IFR, the same way financial services firms have been facing the FCA, and we decided to set up Largum Sports Compliance to help them in meeting regulation and regulatory change.

Ralph Grayson: So let's get into the commercial success and the vulnerability, I guess, from a governance perspective of football. So two highly influential people, Ed Warner and Adam Crockett who wrote the background to the IFR rules. Ed calls the state of English football today bonkers, quote unquote and Adam has said the financial problems should surprise nobody. So let's just start with those two quotes. What's changed that makes this a boardroom issue that we can no longer put off and means that boardrooms have to look at themselves and the skills and experience and knowledge that they have within it?

Jonathan Greenstein: So I actually met with Adam for a coffee not too long ago well before the report came out and this was one of the key points that we had discussed. So clubs have reported losses for years with owners support often covering the gaps. What has changed is that there is now a statutory regulator with the power to obtain information and a body of evidence in the draft State of the Game Report that puts numbers on the exposure.

If anyone hasn't read it, the draft reports 94% of clubs across the top five divisions as loss-making before tax in their 25/26 data set. That mixes actual and forecast information, so it is a qualified finding from the data set, not a prediction that these clubs will fail. For boards, the practical question is whether funding continuity is evidenced or merely assumed. If a budget depends on the owner covering the gap, directors should understand the amount, timing, conditions, and reliability of that support and what happens if it does not arrive. The question becomes, what can the club reliably fund and for how long?

As a governance risk and compliance specialist, this is one of the first things that we test when we work with any board. From an anti-financial crime perspective, we often look and add a second question, where does this money actually come from?

Ralph Grayson: So what I think is very interesting in some of that is going back to Adam. He actually comes from a regulatory background within the civil service. He's an ardent Everton fan, but he wasn't responsible for writing the IFR report because he was a football fan. It was because he was a regulatory expert and I think what's really interesting here are the links that he drew on to financial services and using the FCA almost as an index for how football should be governed. And I think that's really interesting to the people listening to this podcast who aren't from a football background in terms of where they may have relevant experience.

So you also come from an FCA regulatory advisory background. Do you want to just draw out a little bit on where some of those themes and crossovers are?

Jonathan Greenstein: The two key themes and crossovers I would think is initially with the IFR's licensing scheme, think of this as the FCA's authorisation pathway when setting up new financial services firms in the UK. The licence scheme for those who don't know, opens on November the 2nd and closes on February the 26th, and 116 clubs in England, essentially the 116 men's clubs in England, need to go through that licensing process and be approved before the '27/'28 season. So that's one, one area where there's a similarity.

A lot of the threshold conditions under the IFR are not dissimilar to the FCA's where one key difference is fan engagement, which the FCA doesn't necessarily look at. Another area where there's a lot of similarity is between the ODSE or ODSER, as some people call it, which is the Owners, Directors, and Senior Execs Regime, which is very similar to the FCA's SM and CR, the Senior Managers and Certification Regime, both put in place senior management functions, SMFs, which are there to make sure there's accountability within the firm and to know who to look at if things went wrong.

Ralph Grayson: So you've developed a really interesting toolkit to help boards and board members think about licensing and I know your toolkit asks clubs to answer yes with evidence. So what's the difference between an impressive governance statement and a board that's actually governing well and how does it know that?

Jonathan Greenstein: So a governance statement can be beautifully written and still tell you absolutely nothing. Give us evidence. If a club says its board challenges management, show where it happened. The easiest way to tell the difference is to pick one material decision and trace it from proposal through challenge, approval, execution, and review. Who proposed it? What did the board ask? Was the decision inside delegated authority or did it need an exemption? Was it reviewed afterwards?

Impressive governance describes a system and good governance actually leaves a trail of evidence behind it and it's auditable. A further point to make is that it really needs to be proportionate. A national league club will not have the same machinery in place as a premier league club, and it should not pretend to.

Ralph Grayson: Jonathan, perhaps you'd like to just take us through what a good audit trail would contain and maybe what evidence would make someone sceptical.

Jonathan Greenstein: So look at the proposal with total contract cost and cash timings, delegated authority checks, agent and conflict checks, finance views, the recorded challenge within the board, approval at the right levels and the post deal reviews.

I think the thing that would make me most sceptical is gaps in evidence and seeing what is not there, which is often more telling. Additionally, further to expand on that, evidence that really shows that the process wasn't dived into in as much detail as it possibly could have done, and if it was almost window dressing.

Ralph Grayson: So I think anybody listening to this is immediately going to recognise common themes of good governance here that aren't sports and football specific and I think certainly people looking from the outside may not think historically that football had good governance. So I think this really is raising the balloon, so to speak, as to why football is going to have to look outside its usual orbit for good governance and for individual board members.

One of the things you've emphasised to me in the past is what somebody actually does matters more than their title. So let's go into the heart of the owners, directors, and senior executives regime. How is that going to affect what a NED does, an influential owner and a sporting director?

Jonathan Greenstein: So the regime looks at what someone actually does as well as their formal position. A non-exec director who sits on the board is in scope as a director, an influential owner is in scope as an owner, and informal influence over officers can bring someone in too. Sporting director depends on the role. Are they responsible for managing parts of the club where mismanagement could have serious consequences for the club, including taking part in those decisions? For officers, the IFR assesses honesty, integrity, competence, and financial soundness and both the individual and the club must notify the IFR as soon as reasonably practical of a material change relevant to suitability.

One route links a club's relevant infringement to the individual senior management function and requires the reasonable excuse question to be addressed. Separate personal failures such as failing to meet an applicable notification duty can also create an exposure. A negative suitability finding can lead to removal or disqualification, but a financial penalty needs its own enforcement trigger. The officer and owner's penalty formulas are, do differ, and we can go into that separately later on if you want. That is why responsibility mapping, accurate information, and a record of challenge matters so much. From a compliance perspective, that is why we advise clubs and individuals to map responsibilities, keep information accurate, and record challenge before anything goes wrong.

We did the same thing when SMCR came into play. So when I was at previous firms, 2017 and 2019 respectively for dual regulated and solo regulated firms, what needs to be put in place from a governance perspective is virtually the same. So people who are looking to take on board senior positions, directors' positions, and positions need to understand this, and if you come from a financial services background, it's something you should already be used to. For owners there is also a source of wealth limb, which is where our anti-financial crime work would look at it as well.

Ralph Grayson: So let's get into Man City. Obviously we can't talk about the specifics and obviously City have appealed. So without anticipating that appeal, what are the distinct questions that you think the league, the FA, and the IFR are going to have to ask of themselves as it relates to governance? Let's just keep it very specific.

Jonathan Greenstein: I'll not comment on the merits as a regulatory consultant. What I can usefully do is explain how the different processes would work. Firstly, I would separate the league appeal from the IFR's own responsibilities. The commission's published liability findings are under appeal, as you mentioned beforehand, and City does dispute them. The IFR's reported statement says the decision raises serious issues, that it has suitability powers and that it will await further developments. That is its stated public position. It does not mean the Act prevents it seeking further information or acting where a particular power test is met.

A club-level

Jonathan Greenstein: finding is not automatically a finding about an owner or a director. For an incumbent fitness assessment, the Act asks whether the IFR has information giving grounds for concern followed by its own process and evidence. The provisional licensing process has a separate statutory test. City would need to explain its present financials, controls, and material uncertainties. A published league finding is not an extra automatic refusal ground, and any material sanctions would need to be reflected in the club's planning when its effect becomes known.

So the short answer to that is the IFR is waiting to see what happens and is sitting on the horizon, but there is enforcement action available for them to take baked into the regulation, but not just yet.

Ralph Grayson: And what's the liability between the club as a business and an individual director? Has there been any noise around that? I guess the reason I ask the question is if somebody's sitting here thinking, "Gosh, I could solve for a lot of this," and then they're thinking, "Christ, I don't want to be in the crosshairs of this lot," where's the balance between the club and the individual director?

Jonathan Greenstein: It's worthwhile saying that what has happened with City is previous and in the past, and evidence connecting the persons to relevant decisions, actual function, authority, knowledge, conduct, and any applicable findings. In terms of incumbent persons, make sure that everything you do, and this is relevant not only for City, but any club or financial services firm for that matter, is evidenced and documented properly.

Under the ODSE, similar to the SMCR, if you are a senior management function, if you are the chair, the CEO, the CFO, COO, director, or SMF six within a football club, which is anyone who has material decision-making ability, you can be held personally liable if something went wrong under your purview, and holding an SMF means the buck does stop with you. But there's also going to be challenges to the club.

So it's making sure that everything is documented and evidenced. You could be seen as being different to the club, but that's not necessarily the case.

Ralph Grayson: Okay. Let's just turn to independence. So Ed Warner's written a lot and spoken in a very eloquent way that this is a moment of intense credibility for the IFR, which it'll be judged on for years by its handling of City and so let's not get into the minutiae of how the regulator demonstrates that independence at the moment.

But I am interested to examine what a club director should expect to see that demonstrates decisions follow evidence and within the statutes. So what do you think the regulator owes to the public by way of explanation?

Jonathan Greenstein: Going back to the first part of what you were saying there in terms of the IFR will be judged for years by its handling of City, going back to my point in the previous response, again, it is still very much a legal case rather than a regulatory one. From a regulatory standpoint, I would look at the processes rather than the outcomes. I would judge independence through consistent criteria, managing conflicts, reasons, and the credible route to challenge.

Ralph Grayson: Let's set City's appeal to one side for a moment. What should a director at any club be asking about sponsorships, related-party deals and the information that's being supplied to football authorities?

Jonathan Greenstein: So what you've raised there is an area where governance and anti-financial crime or financial crime could overlap. So on a sponsorship or related third-party deal, the questions are, is it commercially real? Is it at fair value? Did the cash actually arrive and from where? And has anything been left out from what we told the authorities?

Then the structural questions, who checks the information and who is able to challenge a transactional link to the owner? If the answer is nobody because it's the owner, that is a gap. A board needs independent verification where the owner's on both sides, a speak-up route or a route to challenge that people trust and where the exposure justifies an independent assurance. So looking at it in terms of anti-financial crime, that means checking the substance of the arrangement, who the counterparties actually are in the transaction, where the money comes from, and whether the price can actually be explained.

None of that implies anything is wrong. Think of it like your maths homework when you're in school. If you didn't evidence it and you didn't show your working out, you only get maybe half a point rather than the one or the two points. In a case like this, if you can't evidence and document what's going on, a regulator, an independent regulator like the IFR, if they are as closely linked or based on the FCA as it looks like, will come in and say, "It didn't happen."

Ralph Grayson: That's a simply marvellous analogy. Let's try and bring it to life. If the board member's told, "Well, the owner has approved it, or our advisors are comfortable with this," what questions should they be asking before voting and how should they be thinking about their individual indemnity?

Jonathan Greenstein: They can ask questions about the value or the price, how was it tested, who tested it, was it audited? They could look at the cash, has it been received? Who, and what was the source of the cash? What was the source of wealth behind that cash as well? Is it recorded as a related third-party matter? And what must be disclosed and to whom during that process? I mean, there's a whole bunch of different things, but we don't want to give away too much.

Ralph Grayson: So is this auditable and is it transparent? You spent a huge amount of time looking into the complexity of all of this. How would you decide which skills belong crucially around the table and where do you most often find the gaps that you've looked at?

Jonathan Greenstein: The first thing I would do is actually start by doing an audit of what we have in place and having a look at everyone's backgrounds and skills and seeing where we may have been missing some key personnel or key knowledge. When looking at who to bring on board, I really wouldn't start with people's names or how famous someone is.

I would start with the club. I would look at which division, how it's funded, who owns it, whether it owns a stadium and where the transactional risks are. Then I would ask what capabilities the board needs to deal with to actually meet those. Financial resilience and treasury, because cash is the first risk, governance and regulation because the licence makes it a condition, ownership and investment because someone has to understand who controls the club and what funding is actually committed. Then for corporations, commercial development, people and culture, technology, information and supporters, I'm going to breathe now. One director can cover several of these and you can buy special knowledge in.

Ralph Grayson: So I think if I sum that up, an effective board evaluation, external board evaluation by people who really understand governance is an effective starting point. And I would add here there are so many tools out there now that can enable you to do a tech-enabled board evaluation, whether you want to use a firm like Sainty Hird to do a board evaluation or not. It does seem to me that evidencing that you've at least thought through what your skills matrix looks like and what your risk register looks like is something that's going to be integral in an effective licence application.

Jonathan Greenstein: Yeah, absolutely, and it would be the absolute first port of call. How can you make changes to a board or add someone in before you actually know what you have and you're dealing with? You may have everything in place. You may have people who cover different areas. You may have overlapping experience. You may have absolutely enormous gaps which you didn't think you had before and in terms of those gaps, who is there to substitute them? What contingency do you have in place?

Ralph Grayson: So I think what we're looking at here is a complete rewriting of what is an effective board and I think from, if I understand what you've said, the bottom line is saying, "Well, this is the way we've always done it," just isn't going to cut it anymore.

Jonathan Greenstein: Yeah and to caveat to that, I talked about proportionality beforehand. It will be different depending on the club, the size, the league they are in. An owner bringing on board people who they may have known previously, yeah, is great if they have the right experience and can add to it, but it will be detrimental if they don't.

Ralph Grayson: Governance becomes important here not just in terms of the skills, experience, and knowledge around the board table, but actually how they act as a team. One of the things we cover a lot on this podcast is independence of mind, judgement, and how board members can challenge either the executive or challenge an overpowerful chair.

So how do you think that is going to have to be exemplified within a football board in terms of recognising the person you need on the board who will challenge the owners of the club, challenge how losses are being funded, and indeed have robustness of character to challenge the person who may have appointed them in the first place?

Jonathan Greenstein: It's hard and it helps to be honest about that. It's hard to challenge something unless you're truly independent. Independent has layers. There's the formal independence on paper, there's the personal courage, and there's the practical access to information because you can't challenge something if you can't see or you don't know what you're challenging.

So a formal structure will make it easier. A chair who can protect and challenge decisions, the owner cannot make a loan, a proper conflict procedure, access to independent advice, or help and add structure in place. I would say there is a risk in accepting a seat that carries responsibility without authority.

If you are on a board where you're expected to be accountable but cannot actually influence or see what is going on, you may be taking on duties you cannot properly discharge. Constructive disagreement is always the first step, but the director should know in advance what the ladder looks like when it does not work.

So when it comes to it as governance specialist, we would say make a structural change with reserve matters, a conflict procedure, and a recorded way to evidence dissent so that challenge does not depend on personality.

Ralph Grayson: So let's bring this to life. It's transfer deadline day. The manager wants a player, the owner wants to say yes, and the finance director is sweating quietly in the corner. What should the governance already have settled before that conversation starts?

Jonathan Greenstein: So before deadline day, the board should agree who can commit the club, the limits of that authority, and what must return for approval. Assess the total contract commitment, cash timings, agent arrangements and conflicts. Agents and intermediary payments are a classic anti-financial crime exposure. So checks on who is being paid and how much, why, and on whose behalf in the process should be done earlier, not on deadline day. Recruitment can then proceed within properly approved authority with exceptions escalated and recorded before commitment.

An owner's instruction does not itself create the authority to bind the club or override the directors' duties or regulatory requirements. If the owner also holds an authorised executive role on the board, that role still needs to operate within the club's governance and applicable duties. Urgency should trigger that agreed escalation process, but it shouldn't escalate it.

Again, taking it back to its simplest form, do you have all your ducks in a row? Has everything been discussed previously and evidenced? And has the right challenge been made before everything has been given the green light to go ahead?

Ralph Grayson: So let's try and pull this together a little bit as to what the opportunity is for potential NEDs joining from outside football. Why don't you need to be a supporter? Many of the listeners to this podcast intimately understand regulated businesses, investments, people, all those different themes, but would never describe themselves as football people.

So why do you think they should now consider a club board and what would they need to learn to be effective?

Jonathan Greenstein: Many people who come from industries outside of football would have immediate transferable skills and knowledge that would be beneficial here. You'd have real experience in regulated businesses, if it's in financial services, in investment firms or banks, for instance, managing people or customers. It's stuff that clubs, whilst they may have the information or experience to hand, people outside of that industry would have done it within a regulated environment beforehand.

One thing that is different is a club is an important community institution and is also a very complicated business. A director who can test assumptions, ask whether the controls work and exercise independent judgement is valuable. What does not transfer is football knowledge. Competition, economics, transfers, contracts, league rules and IFR requirements and how the supporters relate to the overall heritage all need a proper induction, and that can all be taught.

I would not claim that someone who is not a fan is automatically more independent or better qualified. It is a case for widening the pool of people who consider a seat, not a claim that it is easier or that there are roles waiting. Skills and risks, controls, and compliance are directly relevant to what the licence conditions ask of the board, and diversifying the board would always be beneficial.

Ralph Grayson: So the million dollar question to that then is what would you insist on understanding before saying yes to a NED role on a football board? And, the contrary to that, what would make you walk away?

Jonathan Greenstein: In terms of what I would need to understand who is on the board at the moment, what experience do they have, what is in place, what processes and framework do you have in place to evidence board meetings that have taken place? And as a board member, what protection have I got as well? And trust your gut.

If something doesn't feel right, maybe it isn't. If you don't see the right processes in place, if you don't see things being taken seriously, if you see very strong personalities who are dominating the conversations without proper challenge or authority, it may be cause for concern. Again, it's all hypothetical and maybe it would change case by case, but it's all things worth considering.

Ralph Grayson: So if the owner says, "I want you on my board," but for the avoidance of doubt I make the decisions. That'd be a red line?

Jonathan Greenstein: Yeah.

Ralph Grayson: So you've done a number of super interesting masterclasses on this and you've really prioritised in my notes, or I've written in my notes, it's all about sequence priorities. So if a new chair or NED starts tomorrow what are the first things you would ask them to do? And looking in the rear-view mirror a couple of years from now, how would we know that this has worked?

Jonathan Greenstein: I would seek to ask them to understand initially six things. So what the entity is and where the stadium, the debt, and the important contracts sit. Whether I can see the recent accounts, current cash forecasts, owner commitments, board minutes and any regulatory correspondence? Who appoints and removes me, what conflicts exist, and whether I can get information and independent advice? Which decisions are reserved to the board and whether that is respected in practice? How my competence will be assessed, what induction will I receive, and how much time is realistic? And finally, the terms, insurance support, and what happens if I disagree with the board or individuals on the board?

I would approach it as a compliance consultant approach as a counterparty. Understand the ownership and funding, the source of funds, the control environment before signing. What would make me walk away is a refusal to share the basics or a role with responsibility but no authority. A board seat carries real duties, as you and your listeners probably know, a prestigious badge does not replace proper due diligence.

Ralph Grayson: Let's try and finish this up because we could talk about this forever. But, let's do this with a classic finish the sentence for our listeners. So you don't need to know the offside law to add value to a football board, but you do need to...

Jonathan Greenstein: Make sure you know what you're getting into and make sure that the framework is in place for proper evidencing.

Ralph Grayson: Your sequence priorities becomes the mantra.

Jonathan Greenstein: Absolutely.

Ralph Grayson: I'm pulling all this to a conclusion. If somebody's sitting there and they've got years of financial services, regulatory experience, and they're a fan or not a fan, on a risk-adjusted basis, would you encourage people to apply if they get the call?

Jonathan Greenstein: I don't see why not. If you have the capacity and the right exposure in your previous roles and you can evidence that you know what you're talking about and have been there, done that, and can actually add value to a board, then absolutely.

But again, as we've discussed, you need to make sure that you actually have authority, not just responsibilities, and that your challenge will not go unheard, and that if you do challenge, and if anybody challenges, that there is a process in place that evidences it, so it can be checked and shown up later if it ever gets called upon.

Ralph Grayson: And how are you going to balance that reputational risk and the importance of the fans as your key stakeholder? And frankly, that's why the IFR was set up was the fans' game, right? So when we all see on the BBC, Match of the Day, sack the board and all these banners up. How should a prospective NED who's not an ardent fan think about that? I mean, it's more than just being a board member of a financial services company or a utilities regulator.

Jonathan Greenstein: The fan piece is a key differentiator. You wouldn't say that if HSBC wanted to change their colour scheme, they're going to go and ask their fans or their clients because they're a commercial entity that does not necessarily need to do that. Whereas a football club, if you change your colours wildly, if you want to make changes to your logo, you have to engage and consult the fans properly.

In terms of should the fans have a say on who is on the board and who isn't, my opinion again is the club is a commercial entity, but it is there for the service of the fans and it has a lot of heritage behind it and anyone taking a position on a board, whether you are a fan or not, needs to remember that there's another counterparty in this alongside you and that is the fans, and they come week in, week out to watch the games, they watch it on TV.

Depending on the fan, a lot of their earnings may go towards a club when buying season tickets and kits, et cetera. So shouldn't be taken for granted.

Ralph Grayson: Jonathan, thank you. It's been fascinating. For anyone considering one of these roles, the questions seem very familiar from what I've heard you say. Do I understand the business? Can I test the assumptions? Will I be able to exercise my judgement ? Football, as we just touched on there, adds its own pressures and responsibilities and that makes preparation for this role, I think, particularly nuanced and important. So if listeners wanted to follow up on the masterclasses you've run, which I've listened to a couple and they are so insightful. How do they reach out to you? How do they read your thoughts on this?

Jonathan Greenstein: We publish a lot on our website, which is Largumsportscompliance.com. You can also find us on LinkedIn for Largum Sports Compliance. All of our articles go on there. We try to do monthly webinars if we can. We've done two so far where we've looked at the IFR regulations for the 116 football clubs in the UK, and then the second one, we looked at EU regulations that will be affecting UK football clubs.

A lot of them would not necessarily be known or outwardly known. Our masterclasses, so we do a workshop, a free online workshop, that people can attend once a month on the ODSE. From conversations that we've had with future and current senior managers under the ODSE, a lot of them have not seen or understood the liabilities and the responsibilities of being a senior manager properly, and we decided to put in place the free training course. We didn't want any cost barrier to entry so people could come along and understand what is going on for them. And we've done a few of those so far and had really good feedback. So I'm glad you enjoyed it.

Ralph Grayson: Absolutely. It's just going to be so fascinating to see how the next few months and years evolve with board effectiveness reviews and to see the change in the composition and experience and profile of the people who are going to enter the boardroom in football clubs and I think it's only inevitable that the same is going to happen in rugby and cricket. So it's going to be a fascinating sector to watch.

Jonathan Greenstein: I think football is the tip of the sports regulatory iceberg and it won't only extend to rugby and cricket, it will extend to racing, it will extend to darts, it will extend to snooker and various other industries where there may be either little to no oversight or self-governing regulators or self-governing oversight.

The UK seems to be a big fan of independent regulators and having independent regulators take over from self-governing regulators. So there's a strong likelihood that it's going to extend to other sports as well.

Ralph Grayson: Well, it sounds as though it's a diary for 12 months' time and let's see where we are in other sports we're talking about. But in the meantime

Jonathan Greenstein: And maybe next time we can have you as a guest on one of our webinars and discussions.

Ralph Grayson: The challenge is laid. Thank you very much, Jonathan.

Jonathan Greenstein: Amazing. Thank you very much.

Ralph Grayson: I hope that you've enjoyed listening to this podcast and have found it helpful when thinking about how to approach your own path to the boardroom. If you would like to push this a little bit further, Sainty Hird runs a bespoke one-to-one programme designed specifically to this end. For more information, please visit our website saintyhird.com, follow us on LinkedIn, and subscribe to the Boardroom Path to receive new episodes. Thank you for listening.