BYE-LAW 10. THE EXECUTIVE BOARD

10.1 Composition of Executive Board

10.1.1 (a) The Executive Board shall comprise of:

(i) the Chair;

(ii) the CEO;

(iii) the Chair of World Rugby Events DAC;

(iv) four members elected by the Council from the High Performance Union Representatives of which two must be from the North and two from the South;

(v) one Regional Representative;

(vi) one Non-High Performance Union Representative;

(vii) three Independent Members proposed by the Nominations Committee and approved by the Executive Board and Council (at least two of whom shall be female); and

(viii) two International Rugby Player Nominees of which at least one of whom shall be female.

(b) No Member Union or Member Association, other than the Member Union of the Chair, shall have more than one Representative on the Executive Board. 

(c) The Executive Board shall be chaired by the Chair.

(d) No employee or contractor of a Member Union can be elected to the Executive Board.

10.1.2 World Rugby will carry out its functions as an incorporated entity through World Rugby Limited. The members of the Executive Board from time to time shall be directors of World Rugby Limited. 
All members of the Executive Board shall act: (i) in the best interests of World Rugby and the global game; and (ii) in accordance with applicable laws. Members of the Executive Board shall, for the avoidance of doubt, recuse themselves from any decision in which they have a conflict of interest. All members of the Executive Board who are also directors of World Rugby Limited shall act in accordance with their duties as directors of World Rugby Limited.

10.1.3 The Executive Board may, from time to time, establish Other Committees in accordance with Bye-Law 13.1, working parties, sub-groups and advisory groups as it considers necessary.

10.2 Appointment of the Executive Board

10.2.1 The Chair shall be elected in accordance with Bye-Law 9.8.1.  

10.2.2 The Vice-Chair shall be elected from the eligible Representative Executive Board Members in accordance with Bye-Law 9.8.2.

10.2.3 The Chief Executive Officer shall be appointed in accordance with Bye-Law 9.8.4. 

10.2.4 Five other members of the Executive Board shall be elected by the Council from the Representatives in accordance with the procedure set out in Bye-Law 9.9.

10.2.5 The Chair of World Rugby Events DAC will be appointed in accordance with the Articles of Association of World Rugby Events DAC.

10.2.6 (a) The three Independent Members of the Executive Board shall be proposed by a panel nominated by the Executive Board, be Eligible to hold such a position in World Rugby and, subject to the approval of Council, be appointed to the Executive Board.  

(b) In the event that Council does not approve the proposal(s) of the panel nominated by the Executive Board pursuant to Bye-Law 10.2.6(a), such panel shall make further proposal(s) until such time as the Council approves three Independent Members of the Executive Board. 

(c) A person appointed as an Independent Member must continue to meet the Independence Criteria throughout the duration of such appointment and shall immediately report to the Chair any actual and/or potential failure to comply therewith. The Chair and/or their nominee may conduct an investigation into compliance with the Independence Criteria which may also result in disciplinary and/or other action (including requiring the Independent Member to resign from the Executive Board).
10.2.7 The International Rugby Players Executive Board members will be nominated by the International Rugby Players, subject to the approval of Council.

10.3 Terms of Office of the Executive Board

10.3.1 (a) The Chair shall serve on the Executive Board for the duration of their term(s) of office in accordance with Bye-Law 9.8.1. 

(b) The other members of the Executive Board (save the Chief Executive Officer) shall be elected usually but not necessarily at the Interim Meeting in the year immediately following the Rugby World Cup Finals and shall hold office for a period of approximately four (4) years commencing immediately following their election until the earlier of: (i) such member being required to relinquish their position in accordance with Bye-Law 10.3.1(c); or (ii) the Interim Meeting in the year immediately following the Rugby World Cup Finals which falls approximately four (4) years after their election.

(c) The members of the Executive Board elected from the Representatives by the Council shall only be entitled to remain members of the Executive Board if they remain Representatives on the Council as appointed by their respective Member Union or Member Association and shall relinquish their position on the Executive Board immediately upon ceasing to be a Representative.

(d) Subject to the foregoing as applicable, members of the Executive Board may be re-elected and/or re-approved for a further period of membership of the Executive Board up to a maximum of eight years in aggregate save that where the term(s) of office of the Chair under Bye-Law 9.8.3 extends beyond the maximum eight years in aggregate then the Chair shall remain a Member of the Executive Board for the duration of their term(s) of office under Bye-Law 9.8.3.

(e) The Chief Executive Officer shall remain a member of the Executive Board for the duration of their tenure.

10.3.2  Should a vacancy occur on the Executive Board, subject to Bye-Law 9.8.3(f), the Chair may appoint a replacement on an interim basis until the position can be formally filled at the next Council meeting subject to the following: 

(a) where the vacancy relates to one of the five Representatives, the Chair may appoint such interim replacement from the Representatives; 

(b) where the vacancy relates to one of the three Independent Members, the Chair may appoint an interim replacement who has been proposed by the Nominations Committee;

(c) where the vacancy relates to the Regional Representative who has been appointed on the rotational basis, the relevant new Regional Association President  who is a member of Council shall be appointed;

(d) where the vacancy relates to one of the two International Rugby Player Nominees, the Chair may appoint a new nomination made by International Rugby Players. 

The person filling the vacancy following such Council meeting shall be a member of the Executive Board until the term of office of the office holder they replace expires as set out in Bye-Law 10.3.1.

10.4 Roles, Powers and Responsibilities of the Executive Board

The roles, powers and responsibilities of the Executive Board shall be:

(a) The formulation and implementation, in conjunction with management, of the mission, strategic goals and plans of World Rugby subject to ratification by Council;

(b) The approval of the annual business plan and budgets;

(c) The monitoring of the implementation of the mission, strategic goals and plans and annual business plan, operational plan and budgets of World Rugby and assessment of performance against key performance indicators;

(d) The appointment of persons to, and removal of persons from, Standing Committees, advisory groups, World Rugby Events DAC and its associated entities, Rugby World Cup Local Organising Committees and working parties and the supervision of such Standing Committees, advisory groups, working parties and World Rugby Group entities subject to paragraph (e) below.  The Executive Board shall receive reports from appropriate committees such as the Men's / Women's / Sevens High Performance Rugby Committees and Regulations Committee in relation to proposed Laws of the Game and Regulations changes respectively, upon which it may comment to Council without amending the recommendations of the relevant Standing Committee in this respect only; 

(e) The appointment of persons to, following proposals from the Nominations Committee, and removal of persons from, the Board of Rugby World Cup Limited and World Rugby Events DAC. The Board of Rugby World Cup Limited and World Rugby Events DAC shall be accountable to the Executive Board and the Executive Board shall receive reports from the Board of Rugby World Cup Limited and World Rugby Events DAC;

(f) The formulation and implementation of good corporate governance principles and practices;

(g) To ensure that World Rugby operates as an effective business and member services organisation;

(h) To appoint a firm of chartered accountants to conduct the audit for the members of the World Rugby Group for the ensuing year;

(i)  To recruit, remove, monitor, evaluate performance and determine delegations of authority and accountabilities of the Chief Executive Officer;

(j) To approve expenditure, contracts and commitments that fall outside the authority of the Chief Executive Officer;

(k) To ensure that there is a sound system of internal control and risk management policy and process in place to identify and manage risk;

(l) To ensure that appropriate codes and policy frameworks exist to promote effective governance of World Rugby through clear written and regular review and updating of:

(i) The policies of World Rugby;

(ii) Strategic, business and annual operational plans;

(iii) Standing orders and terms of reference for committees and advisory groups;

(iv) Procedures and protocols for the operation of World Rugby Group entities excluding Rugby World Cup Limited and its associated entities;

(v) Clearly defined and delegated powers/limits of authority for decision making for the Executive Board, Standing Committees and staff;

(vi) Risk and audit policies (including without limitation through the Audit and Risk Committee established pursuant to Bye-Law 11);

(vii) Standard operating policies and procedures;

(m) Between Council Meetings, to deal with any emergency matters pursuant to Bye-Law 12;

(n) Subject to paragraph (m) above, to discharge such other responsibilities that do not fall within the constitutional, legal or statutory jurisdiction of the Council or other person/entity under the Bye-Laws required to ensure the effective management and operation of World Rugby;

(o) To receive and approve the audited financial statements of World Rugby Limited for the preceding financial year;

(p) To suspend a Member Union or Member Association from membership of World Rugby in accordance with Bye-Law 6(f);

(q) To approve World Rugby Medical Policy. The Chief Medical Officer shall have the right to attend and address Executive Board meetings in relation to medical matters and to raise such issues as they think fit for consideration by the Executive Board;

(r) To determine the host Member Union(s) for all World Rugby tournaments save for Rugby World Cup Tournaments (Men’s, Women’s and Sevens); and

(s) To approve International Matches and Tours Agreements.

10.5 Voting of the Executive Board

Decisions of the Executive Board shall be taken by simple majority, each member of the Executive Board having one vote and in addition the Chair also having a casting vote in addition to their deliberative vote. 

10.6 Meetings of the Executive Board

The Executive Board shall to the extent possible meet in person at least twice per year and at such other times as appropriate in person or utilising technology.

10.7 Quorum

The quorum for a meeting of the Executive Board shall be attendance by at least 70% of the members of the Executive Board including at least one Officer (who do not have a conflict of interest in relation to the relevant business of the meeting in question).

10.8    Written Resolutions of the Executive Board

(a)  A resolution in writing signed by a simple majority of the members of the Executive Board who are entitled to vote on the relevant business in question, each member of the Executive Board having one vote and in addition the Chair also having a casting vote in addition to their deliberative vote, shall be as valid and effectual as a decision made at a meeting of the Executive Board.

(b)  The resolution in writing may be contained in one document or communication in any electronic form or in several documents or communications in any electronic form (in like form) each signed by one or more of the members of the Executive Board.