The utmost good faith?

While the media frenzy swirls around the conduct of Craig Whyte during his time as owner of Rangers, a far more significant story is being missed by the Scottish media.

In the furore over Ticketus and the unpaid taxes since last May, the wider significance of the “big tax case” on the governance of the Scottish game has not been fully analysed.

Let us assume that the First Tier Tribunal finds in favour of HMRC and against Rangers.

That will mean that Rangers, in the first decade of the millennium, operated an illegal tax evasion scam.

During this time, directors of the Ibrox club signed off on accounts stating that everything was ok, and submitted annual club license applications to the SFA and to permit their participation in Scottish and European football.

Moreover if we look at who was doing the signing in the boardroom at Edmiston drive then we find people simultaneously holding key positions on both the SFA and the SPL.

For the first half, of the “EBT decade” Campbell Ogilvie was a Rangers director and company secretary and simultaneously treasurer of the SFA.

Martin Bain, the Rangers CEO, was a director on the board of the SPL in 2008.

John McClelland a founding director of the SPL in 1997 until 2008 (when he was replaced by Bain) was executive Chairman of Rangers from 2002 until 2005 and only recently resigned from the board.

So here are three men, Rangers directors during the time when Rangers were running the Employee Benefit Trust scheme that has exposed the club to a  potential  bill for unpaid taxes, interest payments and penalties that could top £50million.

These three splendid fellows also, during that time, occupied senior positions on the ruling bodies of the game in Scotland.

Wearing their SPL and SFA hats it was incumbent upon them to make sure that ALL clubs in Scotland abided by the laws of the game.

If we look at the current rules then if these laws were in operation during the “EBT decade”, then Bain, McClelland, and Ogilvie may have a little explaining to do.

Given what we know about how Rangers are alleged by HMRC to have operated the EBTs then consider the following:

SFA Articles as previously advised, PLUS rule 2.2.1 of the Registration Handbook.


Rule 2.2.1

Unless lodged in accordance with Procedures Rule 2.13 a Non-Recreational (professional) Contract Player Registration Form will not be valid unless it is accompanied by the contract entered into between the club concerned and the player stating all the terms and conditions in conformity with the Procedures Rule 4.


Also, from the SPL Rules:

Rule D1.2

An application for a Player to be registered or to change Status must be made, in the case of Professional Registration, by submitting to the Secretary a fully completed and executed Contract of Service for the Player concerned.


Rule D1.13

A Club must, as a condition of Registration and for a Player to be eligible to play in Official Matches, deliver the executed originals of all Contracts of Service and amendments and/or extensions to

Contracts of Service and all other agreements providing for payment, other than for reimbursement of expenses actually incurred, between that Club and Player, to the Secretary, within fourteen days of such Contract of Service or other agreement being entered into, amended and/or, as the case may be, extended.

Rule D 9.3

No Player may receive any payment of any description from or on behalf of a Club in respect of that Player’s participation in Association Football or in an activity connected with Association Football, other than in reimbursement of expenses actually incurred or to be actually incurred in playing or training for that Club, unless such payment is made in accordance with a Contract of Service between that Club and the Player concerned.


In all matters and transactions relating to the league and company each club shall behave towards each other club and company with the utmost good faith.

If the Rangers directors signed off on accounts and knowingly failed to disclose to their director colleagues at SFA and SPL that Rangers had invalidly registered players while they were holding senior positions on the governing bodies of the game in Scotland, then they will have been in breach of their duty to act in utmost good faith.

They will also have breached their fiduciary duties to these governing bodies and their members.

Did Rangers, by virtue of their alleged failure to lodge full and complete contracts in the form prescribed by FIFA, field invalidly registered players throughout the last decade?

Did these Rangers directors, as formal directors of the SFA and SPL, in failing to disclose potential breaches of player registration rules, conspire to deceive members of these governing bodies?

These questions have to be asked by the Scottish media, unless they are willing to wait until they are mere spectators in a UEFA probe into the governance of the game in Scotland.

It will be interesting to see if the sports desks in Glasgow go after this story with the same ferocity as they have been pursuing Craig Whyte since Scotland’s establishment club went into Administration two weeks ago.

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