Matthew Benham Responds to BIAS and GPG Questions
1. Having read your statement in the BU mail-out, we don’t get a feel of the underlying reason for why you want to (effectively) buy BFC. Has it always been a life-long ambition? Most people buy a club to become the Chairman of their local football club, not to sit in the background which you appear to be your intentions. So, why are you doing this? Is it solely because you are “not willing to invest further money in the club on the same basis you have done so far”?
No, it has not always been a lifelong ambition – however, over the years I have lent a lot of money to the club and have been financially involved for quite a while. I don’t believe (and this is not revolutionary thinking) that continuing to loan money to the club is in its best long term interests. I don’t feel that I have the necessary experience or indeed inclination to be an effective Chairman of a football club. I’ve said before that I’m also not a frustrated “wannabe” football manager.
However, on operational issues, the agreement does envisage that I would possess a kind of ultimate veto. The idea though is that when the Board, the executive team and the manager are all working together efficiently, the Board will reach the best decisions for the club by means of the usual processes of day to day discussion – and I have Phil Whall on the Board, who I am happy will represent my interests and views.
As you know football has treated me well, and it’s on record that a lot of what I learnt about football was gained on the terraces of GP. It’s also true that with my other interests (business and family) I don’t have a great deal of time to commit to the club at present, and I don’t think it is fair to oversell that side of things. I am hoping however that as we go forward, I’ll gradually be able to contribute more of my knowledge of the game to the club. I’m very keen for us all to be realistic about the pace of change.
2. What plans do you have for the "executive" that run the club? Will you appoint the board & the CEO? If not, do you have a veto over such appointments?
Likewise, how will the hiring and firing of the football manager work? If you're not taking an active role in the club then do you still have the final say on when a manager goes or which one gets hired?
This is all highly “what if”, isn’t it? I suppose the Board would line up candidates, and carry out interviews etc., and I’d hope to influence the Board’s view (like other directors) in a transparent and open fashion through my nominee on the Board. I will have a view, just as each of the Board members will, and I’m sure I’ll be able to express that at the appropriate time. Clearly having a veto over such appointments and using it without very good reason could be highly de-stabilising, so I don’t see it being part of “business as usual”.
Will there be a Director of Football or the "continental" style of management, rather than the traditional English approach?
For the foreseeable future, the traditional English approach. I see any potential influence on footballing matters being through development of my relationships with the manager, who will remain the bottom line when it comes to footballing matters.
Finally, who will decide whether to accept an offer for a player – you, the board, the CEO or the manager?
I think the club has a good tradition of allowing the manager to have the greatest influence on the buying and selling of players – provided that transfer activity is within the club's playing budget. Also, the manager can and does already work closely with the current executive team to properly manage expenditure over the course of a season. I’d expect that to continue – and for the Board to be able to test the manager at Board meetings if they have concerns/thoughts. However, as with most businesses, from time to time there may be financial constraints on the club that make it essential that action has to be taken which could result in the sale of players. An obvious example is seen every year when clubs drop from the premiership – they have to sell players as they can no longer afford their wages. In such situations, I would imagine that the preference of the manager would be to retain his squad, but that the Board would be advised by the executive/finance team that letting the manager have his way would not be in the long term interests of the club’s survival!
3. Do you expect Alan Bird and David Heath to continue working for nothing?
No, that would be totally unreasonable. They have both been hugely generous with their time and expertise to date, and I sincerely hope their ongoing relationships with the club will be long and happy ones.
4. How will the £1m contribution from yourself be spent? Are the board/CEO of the club free to (e.g.) improve the facilities at Griffin Park? If the manager wants to, can he approach you for additional funds for the playing budget over and above the £1m?
The investment I am making is for the long term benefit of the club. It may include ground improvements (none have been done for a while, I think). Brentford, like all other professional clubs has player wages as the top line item of their costs, and so naturally I anticipate a chunk of the funds to go towards playing budget. I’m very clear though that we operate the club as efficiently as possible – in a division with some big budget clubs, we have to make every pound work. The club can of course approach me for additional funds, and no doubt the the club will figure out an appropriate system for that sort of request to be considered by all relevant parties!
5. What is the risk that you will not be able to invest £1m per year over the initial 5 years (e.g. is it possible that you will incur losses in your main business that mean that you will not be able to fulfil your obligations)? Will the £5m be ringfenced to ensure that the monies will be available to BFC no matter what?
I’m happy in principle to ringfence the money.
6. Alan Bird has stated that the club should break even after two years in League One, Does MB share this view and will it be the clubs policy to do so?
I am in no position to argue with Alan’s financial expertise, and I would have no issue were this to be the current Board’s policy. In the circumstances and given what I have said above, it’s a premature for me to be making statements about what the club’s detailed financial policy might be in the event the deal is approved and goes through – but aiming for the club to break even within a reasonable timescale is a very sensible target for any loss making business particularly with the level of proposed investment here.
7. If BU members vote against the proposal then is that the end of getting any financial help from you? Will you sit back and let the club go insolvent?
As much as I love the club, I am not prepared to continue making loans (interest free or otherwise) forever – the Board has a responsibility in any event to make sure the club does not trade whilst insolvent, and so even if I were prepared to continue to make such loans, there would come a point when the club couldn’t take them on and continue to operate.
I’ve made what I believe to be a generous offer to the club. I’m already the club’s biggest creditor, and my loans are saving the club thousands of pounds in interest – but the club is not a charity, it is a business, and if the BU members decide that BU has a better long term strategy for the club than accepting the offer I have made, then I presume that plan would take into account how to deal with all the club’s creditors, including me.
8. Are you planning to appoint a new chairman? What would be the balance of responsibility between the chair and your appointed CEO? Will the CEO have your full delegated authority or will you expect them to consult with you regularly?
No. I’m not aware of any plans from within or outside the Board to appoint a new chairman. As far as I am concerned Greg does a great job. It’s difficult to say quite what the balance of responsibility will be between the chair and the executive team, as that depends on their relationship but (at the risk of oversimplifying) in accordance with normal corporate practice, I’d envisage that the Board will continue to have responsibility for setting overall direction for the club, and the executive team will take the role of implementing that vision, with oversight from the Board.
The executive team will report to the Board, in accordance with normal business practice. I wouldn’t expect the executive team to be reporting regularly to me in addition to their responsibilities to the Board, but there will be certain matters that, as a substantial investor, I will have the right to be consulted on.
9. What role do you envisage BU having in this partnership? Would you be happy to participate in future Fans Forums? Are you happy to engage with supporters groups such as BIAS?
BU will continue to be the majority shareholder for at least 5 years, with Board representation, and so I expect BU to retain its raison d’etre, to bring its experience to the table, and to continue to support community relations for the foreseeable future. I’ve always envisaged my involvement will be more akin to a partnership with BU in any event.
In terms of my involvement in forums etc, I’m fairly sure I’ll continue to keep a low profile. It’s the Board which fans’ forums and supporters clubs should be looking to engage with. Principally this is because I won’t be involved enough in the club on a day to day basis to be able to speak for it from a position of knowledge. That said, I am of course willing to engage with the fans and supporters groups from time to time if they fell they'd like to hear from me – as you know I’ve given interviews from time to time, and am happy to answer questions if that is appropriate.
10. Reading the documentation it says that BU are entitled to appoint a single director. Who out of Bird, Dyke, Merritt and Kerr will have to resign? If none, are BU at liberty to replace any of these four?
I’m not the master of this level of detail, but I think that various investors in the club may have rights to appoint nominee directors to the Board. It is proposed that I be allowed to appoint a single director to the Board, but that aside, Board composition I suspect will and should ultimately remain a Board matter. [On investigation that clause is a minimum right for BU – so the deal does not envisage any forced resignations from members of the current Board].
11 I have heard talk of a Player Development Fund. My understanding, if it's true, is that if a player is funded through this route, some of the profit from a future sale of the player goes to yourself as a way of reducing the debt owed to you. Is that going to be the case for all future transfers following your investment? Likewise, what happens to the monies from Turner when he's sold for £12m? Will 50% of them still be paid out to you with a corresponding reduction in the debt?
This does sound like one of the conditions of my previous loans to the club. I’ve offered to commit to invest at least £1million per year for 5 years, and have already made extensive loans. As to what happens in future, then I think we will have to wait and see – I’m not going to commit myself to more than that, but equally the 1 million is not stated to be a “maximum” figure. I don’t know the exact provisions relating to sell on clauses for Turner, but I’m certainly not going to count any of those chickens before they have hatched.
12. What will be the determining factors as to whether or not you will exercise your option after 5 years?
The most important factor will be whether or not BU exercise their option to buy the club first - it is important to remember that my option to buy only kicks in if BU do not exercise their right to buy my minority shareholding out after five years. Five years is a long time in anyone’s life, and anyone who can honestly say they have a good idea of what the football world will be like in five years time will be doing better than me.
13. Can you tell us about the Golden Share: Why has it transferred to BU from Martin Lange? Why are there conditions attached to it when it is transferred to BU that are not there whilst Martin Lange holds it?
The Golden Share will be transferred to BU after 5 years because (amongst other things) it will expire in its current form on Martin’s death – and whilst we all wish Martin a long and happy life, this arrangement provides more long term security to the club.
It is true there are certain conditions attached to the Golden Share. These provide me with some certainty that if the club wanted to make a bona fide move to a new stadium satisfying all its reasonable requirements, then it would be able to do so. It simply articulates between myself and BU one agreed version of what would constitute a “reasonable move”. These conditions are not in place in the first 5 years, probably because we wanted to get the heads signed before we all retire, and opening up a new negotiation with Martin about conditions to be attached to the Golden Share would have been a distraction to us all as we tried to negotiate the other parts of the heads.
14. Given that the price BU may have to pay you in five years time rests on this, what valuation do you currently put on the club?
A difficult question, and one which I can’t give you an answer on in pounds shillings and pence. What would you pay for it?!
15. Do you have a planned exit route? If it is to eventually to sell your shares, what assurances can you give supporters regarding the person that you will entertain in selling them? What obligations will you place on them?
I don’t have a planned highly detailed exit route. There might be an opportunity for me to take a controlling interest in the club in 5 years time. If so, and the club does well after that, then like all shareholders, I’d be able to sell my shares. Unlike the vast majority of other majority shareholders in football clubs, though, both I and any subsequent purchaser would be bound by the provisions of the Golden Share, which provide significant protections against activities such asset stripping of the ground, the club’s major non-playing asset.
Also, no sale could be made to any person not satisfying the FA and/or Football League’s criterion.
On a more general theme, unfortunately much as I would love to, I am not able to provide cast iron assurances that Brentford will be secure forever down the generations, or that all future owners will have certain characteristics, but I hope that my involvement over the years with the club in the capacity, first and foremost as a fan on the terraces and secondly as provider of finance ,means fans can be much more comfortable in the situation the club currently finds itself, than would be available if I were simply a faceless investor providing a similar offer.
16. Finally, what are Brentford's chances of promotion this season? Who are the teams to be worried about? Who is going down? Just one more thing: what value would you put on Michael Turner?
Promotion would be a tough challenge. I’m sure you are all as aware as I am what the “big matches” will be this year. And finally.... Michael Turner is worth £13,267,412 according to my calculations.
No, it has not always been a lifelong ambition – however, over the years I have lent a lot of money to the club and have been financially involved for quite a while. I don’t believe (and this is not revolutionary thinking) that continuing to loan money to the club is in its best long term interests. I don’t feel that I have the necessary experience or indeed inclination to be an effective Chairman of a football club. I’ve said before that I’m also not a frustrated “wannabe” football manager.
However, on operational issues, the agreement does envisage that I would possess a kind of ultimate veto. The idea though is that when the Board, the executive team and the manager are all working together efficiently, the Board will reach the best decisions for the club by means of the usual processes of day to day discussion – and I have Phil Whall on the Board, who I am happy will represent my interests and views.
As you know football has treated me well, and it’s on record that a lot of what I learnt about football was gained on the terraces of GP. It’s also true that with my other interests (business and family) I don’t have a great deal of time to commit to the club at present, and I don’t think it is fair to oversell that side of things. I am hoping however that as we go forward, I’ll gradually be able to contribute more of my knowledge of the game to the club. I’m very keen for us all to be realistic about the pace of change.
2. What plans do you have for the "executive" that run the club? Will you appoint the board & the CEO? If not, do you have a veto over such appointments?
- It’s long been recognised that the club owes a great deal for the efforts of several individuals who have given up substantial amounts of their time and given of their expertise over the past couple of years to get the club into much better financial shape and far better organised than might previously been the case. The club is ambitious, and I agree with the Board that the club needs an executive team that is sustainable and professional, whoever they may be. My personal view is that there are a few key “roles” that any executive team need to have a good handle on – finance, marketing and the relationship with football manager - and as long as those are under control, then the business should be in good shape. I’m not tied to any particular structure though.
- The board are currently actively reviewing how the playing and non-playing teams work together –whichever solution is adopted, I know the executive team will continue to work to improve the running of the club.
- In terms of who appoints the board, I don’t see anything like a revolution coming. The Board will remain responsible for the composition of the Board. One of the things that any new face should not do when becoming involved with a new business is to come in with too many preconceptions. There is a very good reason for football clubs and other businesses being structured around their boards of directors, and that is because it is a system which works.
- I’d imagine that any recruitment process for so called “executive” positions would be led by the Board – with my input, in the first instance, being through my nominated director. The Heads of Terms do provide that I have the power to appoint a new executive team who have “operational control” over the club if I feel it is in the club's best interests, but I anticipate that the vast majority of the club’s business will continue to be run between Board and executive team in the normal way.
Likewise, how will the hiring and firing of the football manager work? If you're not taking an active role in the club then do you still have the final say on when a manager goes or which one gets hired?
This is all highly “what if”, isn’t it? I suppose the Board would line up candidates, and carry out interviews etc., and I’d hope to influence the Board’s view (like other directors) in a transparent and open fashion through my nominee on the Board. I will have a view, just as each of the Board members will, and I’m sure I’ll be able to express that at the appropriate time. Clearly having a veto over such appointments and using it without very good reason could be highly de-stabilising, so I don’t see it being part of “business as usual”.
Will there be a Director of Football or the "continental" style of management, rather than the traditional English approach?
For the foreseeable future, the traditional English approach. I see any potential influence on footballing matters being through development of my relationships with the manager, who will remain the bottom line when it comes to footballing matters.
Finally, who will decide whether to accept an offer for a player – you, the board, the CEO or the manager?
I think the club has a good tradition of allowing the manager to have the greatest influence on the buying and selling of players – provided that transfer activity is within the club's playing budget. Also, the manager can and does already work closely with the current executive team to properly manage expenditure over the course of a season. I’d expect that to continue – and for the Board to be able to test the manager at Board meetings if they have concerns/thoughts. However, as with most businesses, from time to time there may be financial constraints on the club that make it essential that action has to be taken which could result in the sale of players. An obvious example is seen every year when clubs drop from the premiership – they have to sell players as they can no longer afford their wages. In such situations, I would imagine that the preference of the manager would be to retain his squad, but that the Board would be advised by the executive/finance team that letting the manager have his way would not be in the long term interests of the club’s survival!
3. Do you expect Alan Bird and David Heath to continue working for nothing?
No, that would be totally unreasonable. They have both been hugely generous with their time and expertise to date, and I sincerely hope their ongoing relationships with the club will be long and happy ones.
4. How will the £1m contribution from yourself be spent? Are the board/CEO of the club free to (e.g.) improve the facilities at Griffin Park? If the manager wants to, can he approach you for additional funds for the playing budget over and above the £1m?
The investment I am making is for the long term benefit of the club. It may include ground improvements (none have been done for a while, I think). Brentford, like all other professional clubs has player wages as the top line item of their costs, and so naturally I anticipate a chunk of the funds to go towards playing budget. I’m very clear though that we operate the club as efficiently as possible – in a division with some big budget clubs, we have to make every pound work. The club can of course approach me for additional funds, and no doubt the the club will figure out an appropriate system for that sort of request to be considered by all relevant parties!
5. What is the risk that you will not be able to invest £1m per year over the initial 5 years (e.g. is it possible that you will incur losses in your main business that mean that you will not be able to fulfil your obligations)? Will the £5m be ringfenced to ensure that the monies will be available to BFC no matter what?
I’m happy in principle to ringfence the money.
6. Alan Bird has stated that the club should break even after two years in League One, Does MB share this view and will it be the clubs policy to do so?
I am in no position to argue with Alan’s financial expertise, and I would have no issue were this to be the current Board’s policy. In the circumstances and given what I have said above, it’s a premature for me to be making statements about what the club’s detailed financial policy might be in the event the deal is approved and goes through – but aiming for the club to break even within a reasonable timescale is a very sensible target for any loss making business particularly with the level of proposed investment here.
7. If BU members vote against the proposal then is that the end of getting any financial help from you? Will you sit back and let the club go insolvent?
As much as I love the club, I am not prepared to continue making loans (interest free or otherwise) forever – the Board has a responsibility in any event to make sure the club does not trade whilst insolvent, and so even if I were prepared to continue to make such loans, there would come a point when the club couldn’t take them on and continue to operate.
I’ve made what I believe to be a generous offer to the club. I’m already the club’s biggest creditor, and my loans are saving the club thousands of pounds in interest – but the club is not a charity, it is a business, and if the BU members decide that BU has a better long term strategy for the club than accepting the offer I have made, then I presume that plan would take into account how to deal with all the club’s creditors, including me.
8. Are you planning to appoint a new chairman? What would be the balance of responsibility between the chair and your appointed CEO? Will the CEO have your full delegated authority or will you expect them to consult with you regularly?
No. I’m not aware of any plans from within or outside the Board to appoint a new chairman. As far as I am concerned Greg does a great job. It’s difficult to say quite what the balance of responsibility will be between the chair and the executive team, as that depends on their relationship but (at the risk of oversimplifying) in accordance with normal corporate practice, I’d envisage that the Board will continue to have responsibility for setting overall direction for the club, and the executive team will take the role of implementing that vision, with oversight from the Board.
The executive team will report to the Board, in accordance with normal business practice. I wouldn’t expect the executive team to be reporting regularly to me in addition to their responsibilities to the Board, but there will be certain matters that, as a substantial investor, I will have the right to be consulted on.
9. What role do you envisage BU having in this partnership? Would you be happy to participate in future Fans Forums? Are you happy to engage with supporters groups such as BIAS?
BU will continue to be the majority shareholder for at least 5 years, with Board representation, and so I expect BU to retain its raison d’etre, to bring its experience to the table, and to continue to support community relations for the foreseeable future. I’ve always envisaged my involvement will be more akin to a partnership with BU in any event.
In terms of my involvement in forums etc, I’m fairly sure I’ll continue to keep a low profile. It’s the Board which fans’ forums and supporters clubs should be looking to engage with. Principally this is because I won’t be involved enough in the club on a day to day basis to be able to speak for it from a position of knowledge. That said, I am of course willing to engage with the fans and supporters groups from time to time if they fell they'd like to hear from me – as you know I’ve given interviews from time to time, and am happy to answer questions if that is appropriate.
10. Reading the documentation it says that BU are entitled to appoint a single director. Who out of Bird, Dyke, Merritt and Kerr will have to resign? If none, are BU at liberty to replace any of these four?
I’m not the master of this level of detail, but I think that various investors in the club may have rights to appoint nominee directors to the Board. It is proposed that I be allowed to appoint a single director to the Board, but that aside, Board composition I suspect will and should ultimately remain a Board matter. [On investigation that clause is a minimum right for BU – so the deal does not envisage any forced resignations from members of the current Board].
11 I have heard talk of a Player Development Fund. My understanding, if it's true, is that if a player is funded through this route, some of the profit from a future sale of the player goes to yourself as a way of reducing the debt owed to you. Is that going to be the case for all future transfers following your investment? Likewise, what happens to the monies from Turner when he's sold for £12m? Will 50% of them still be paid out to you with a corresponding reduction in the debt?
This does sound like one of the conditions of my previous loans to the club. I’ve offered to commit to invest at least £1million per year for 5 years, and have already made extensive loans. As to what happens in future, then I think we will have to wait and see – I’m not going to commit myself to more than that, but equally the 1 million is not stated to be a “maximum” figure. I don’t know the exact provisions relating to sell on clauses for Turner, but I’m certainly not going to count any of those chickens before they have hatched.
12. What will be the determining factors as to whether or not you will exercise your option after 5 years?
The most important factor will be whether or not BU exercise their option to buy the club first - it is important to remember that my option to buy only kicks in if BU do not exercise their right to buy my minority shareholding out after five years. Five years is a long time in anyone’s life, and anyone who can honestly say they have a good idea of what the football world will be like in five years time will be doing better than me.
13. Can you tell us about the Golden Share: Why has it transferred to BU from Martin Lange? Why are there conditions attached to it when it is transferred to BU that are not there whilst Martin Lange holds it?
The Golden Share will be transferred to BU after 5 years because (amongst other things) it will expire in its current form on Martin’s death – and whilst we all wish Martin a long and happy life, this arrangement provides more long term security to the club.
It is true there are certain conditions attached to the Golden Share. These provide me with some certainty that if the club wanted to make a bona fide move to a new stadium satisfying all its reasonable requirements, then it would be able to do so. It simply articulates between myself and BU one agreed version of what would constitute a “reasonable move”. These conditions are not in place in the first 5 years, probably because we wanted to get the heads signed before we all retire, and opening up a new negotiation with Martin about conditions to be attached to the Golden Share would have been a distraction to us all as we tried to negotiate the other parts of the heads.
14. Given that the price BU may have to pay you in five years time rests on this, what valuation do you currently put on the club?
A difficult question, and one which I can’t give you an answer on in pounds shillings and pence. What would you pay for it?!
15. Do you have a planned exit route? If it is to eventually to sell your shares, what assurances can you give supporters regarding the person that you will entertain in selling them? What obligations will you place on them?
I don’t have a planned highly detailed exit route. There might be an opportunity for me to take a controlling interest in the club in 5 years time. If so, and the club does well after that, then like all shareholders, I’d be able to sell my shares. Unlike the vast majority of other majority shareholders in football clubs, though, both I and any subsequent purchaser would be bound by the provisions of the Golden Share, which provide significant protections against activities such asset stripping of the ground, the club’s major non-playing asset.
Also, no sale could be made to any person not satisfying the FA and/or Football League’s criterion.
On a more general theme, unfortunately much as I would love to, I am not able to provide cast iron assurances that Brentford will be secure forever down the generations, or that all future owners will have certain characteristics, but I hope that my involvement over the years with the club in the capacity, first and foremost as a fan on the terraces and secondly as provider of finance ,means fans can be much more comfortable in the situation the club currently finds itself, than would be available if I were simply a faceless investor providing a similar offer.
16. Finally, what are Brentford's chances of promotion this season? Who are the teams to be worried about? Who is going down? Just one more thing: what value would you put on Michael Turner?
Promotion would be a tough challenge. I’m sure you are all as aware as I am what the “big matches” will be this year. And finally.... Michael Turner is worth £13,267,412 according to my calculations.
) 
