Magpies Chairman Statement – March 2023

STATEMENT FROM THE CHAIRMAN OF WESTS MAGPIES – SHANNON CAVANAGH

You may have received notice from Western Suburbs District Rugby League Football Club Limited (Wests Magpies) regarding the suspension of my membership.

I make this statement to clarify some issues.

1. The Event

I had a conversation with Justin Pascoe, CEO of Wests Tigers, after the conclusion of the opening of the CoE, in the cafeteria area of the CoE facility.

The conversation lasted for around 90 minutes.  Mr. Pascoe, by his own admission, acknowledged that he was not offended by anything I had to say, nor did he communicate to me that he thought I was out of line, or we should end the conversation.

Our conversation covered a number of topics, some of which I believe are very important to Wests Magpies members, including governance around Wests Magpies’ investment in Wests Tigers, representation in the second tier Rugby League competition, representative jersey colours and other issues including culture, player signings and the like.

I will discuss in detail below the governance issues which I have raised.

2. The Complaint

Lee Hagipantelis, Chairman of Wests Tigers, whilst not in attendance, submitted a complaint to Wests Magpies and it was subsequently decided by a disciplinary committee (not unanimously as previously reported) that I had ‘engaged in conduct prejudicial to the interests of the company’.

It may be of note that, two years prior, I had a disagreement with Mr Hagipantelis regarding our respective views on the representation of Wests Magpies in competitions below NRL.  I had concerns that his views may have been in contravention of the Joint Venture Agreement and contrary to undertakings given to members of Wests Magpies when the joint venture was formed.

3. The Governance Issues

During the past two years as a Director and Chairman of Wests Magpies, I have raised concerns around a number of governance issues, in particular with respect to Wests Magpies’ investment in Wests Tigers.  I have raised these issues with the Wests Magpies Board, Wests Tigers directors, and Wests Ashfield directors, debenture holders and management.

Of particular concern to me are the following:

4. Replacement of Mick Liubinskas and appointment of Julie Romero as Wests Magpies’ nominated appointee on the Board of Wests Tigers

The Australian Securities & Investment Commission (ASIC) register records Julie Romero as being appointed as a Director of Wests Tigers on 19 April 2021.  The ‘appointment’ was notified to ASIC by a Form 484 lodged on 23 April 2021, signed by Mark Sawicki, Company Secretary and Chief Financial Officer of Wests Tigers.  The form also notified ASIC of the removal of Mick Liubinskas as a Director of Wests Tigers.

At the 2022 Annual General Meeting of Wests Magpies, it was acknowledged that Julie Romero was the nominated appointee of Wests Magpies on the Board of Wests Tigers.  This would be in accordance with the Wests Magpies Pty Limited (the investment company) Shareholders Agreement.

My concern is that Wests Magpies did not have a Board meeting on 19 April 2021, nor was the removal of Mick Liubinskas or the appointment of Julie Romero discussed with the Board of Wests Magpies.

My question, then, is who made the decision on behalf of Wests Magpies to remove Mick Liubinskas and appoint Julie Romero in his place, if it was not the Wests Magpies Board?  I have not received a satisfactory response to my concern.

I also note that the lodgement of false documents with ASIC is a criminal offence.

5. Appointment of Rick Wayde as a Director of Wests Magpies Pty Limited (the investment company)

The ASIC register records Rick Wayde as being appointed as Director of Wests Magpies Pty Limited (the company which holds Wests Magpies and Wests Ashfield’s shares in Wests Tigers) on 12 April 2021.  I understand this to be as the Wests Magpies’ representative.

I do not recall any decision or resolution of Wests Magpies being passed to appoint Rick Wayde as a Director of this company.  This is a very important role, as the company owns 90% of Wests Tigers and a resolution of this nature would at least require a proposer, seconder and a vote by Board members.

Concerning to me also, is the fact that the Form 484 was lodged on 5 May 2021, some three weeks after the ‘appointment’ and on the same day that Rick Wayde was reported in the media to have had a secret meeting with Benny Elias regarding the potential sale of Wests Tigers.

My question again, is who made the decision on behalf of Wests Magpies to appoint Rick Wayde as a Director of Wests Magpies Pty Limited, if it was not the Wests Magpies Board?  Again, I have not received a satisfactory response to my concern.

6. Balmain Tigers Football Club

I have also found that there are similar governance issues with Balmain Tigers Football Club, who still own 10% of Wests Tigers and, similar to Wests Magpies, have the right to appoint one director to the Board of Wests Tigers.

Balmain Tigers Football Club have two Directors (or ex-Directors, depending on the status of their appointments) on the Board of Wests Tigers.

I understand that Danny Stapleton is the nominated appointee of Balmain Tigers.  James Myatt also has a position on the Wests Tigers Board as an Independent Director.

I understand that Balmain Tigers Football Club have not held an Annual General Meeting (AGM) since November 2018.  Further, I understand that the club’s Constitution stipulates that the terms of Directors last only two years with election or re-election to be conducted at the AGMs.

This would indicate that Balmain Tigers Football Club have had no validly appointed Directors since November 2020, at the latest.

This again raises three important questions:

1. Who is making the decision to appoint the Balmain Tigers nominee to the Board of Wests Tigers?;
2. What is the definition of ‘independent’ according to the Chairman and Board of Wests Tigers?; and

• If these nominees cannot get their own affairs in order (ie. not attending to fundamental governance practices including holding AGM’s, preparing financial statements etc), are they appropriate people to be managing the interests of the Wests Tigers?

7. Comments from the Chairman of Wests Tigers, Lee Hagipantelis 

On 28 February 2023, Lee Hagipantelis, Chairman of Wests Tigers, informed listeners on the SEN radio network that Wests Tigers’ governance issues were ‘resolved years ago’.  He further commented that my views were ‘demented’.

I would encourage Mr. Hagipantelis to, at least, consider these concerns and, perhaps, reconsider his words. 

8. The Timeline

The following timeline of events may put events into context:

Timeframe	Event
August 2021	Governance concerns initially raised with Wests Magpies board
September 2022	Irregularities referred to ASIC
October 2022	Presentation of governance concerns to Debenture Holders
November 2022	Charged with engaging in conduct prejudicial to the interests of the club

9. The Penalty

I have had my privileges of membership of Wests Magpies suspended for 6 months.  I understand that this means that I may have to pay the $10 entry fee at Lidcombe Oval to watch Western Suburbs until September 2022.

However, I am still a Director of Wests Magpies and the current Chairman.

Thank you for taking the time to read this statement.

Shannon Cavanagh

Chairman – Wests Magpies