Board Charter of Sussex Inlet Bowling Club Limited ABN 001 057 905
1. Overview and Purpose of the Charter
The operations and activities of Sussex Inlet Bowling Club (the Club) and its subsidiaries are managed under the direction of the Board of Directors, in the best interest of the members as a whole. The Board is responsible for the business and affairs of the Club except for matters reserved for members in general meeting. The Board is responsible to the members for the direction and performance of the Club. The Board is governed by all applicable Law, the Club Constitution and the Clubs Code of Practice and Best Practice Guidelines. The purpose of this Charter is to set out the functions, responsibilities and key protocols of the Board and the basis of delegation of its authority to Board committees and members.
2. Vision and Mission Statement of the Board
To be the club of choice for our community. To create and continue to develop unique, memorable experiences that bring our community, guests and team together, through our diverse entertainment and quality service, in a safe, happy and inclusive venue that is environmentally responsible.
3. Role of the Board
The Board has responsibility to Club members for the conduct of the affairs and activities of the Club. In carrying out its responsibilities, the Board undertakes to serve the interests of all members, employees, other stakeholders and the broader community. Each Direct
of the Club will act in good faith in the best interests of the Club as a whole and collectively oversee and appraise the strategies, major policies, processes and performance of the company using care and diligence to ensure that the Club’s long-term sustainability is assured.
4. Structure and Composition of the Board
The Club Constitution provides for the election of up to nine (9) Directors. The Directors are elected biennially (two year terms of office). Board elections are held pursuant to clause 54 of the Constitution. Each Director will hold office until the applicable Annual General Meeting and/or as determined by the Constitution “or as may be amended by the Constitution from time to time.”
5. Board Responsibilities
The Board is responsible to the members for the overall governance and performance of the Club, for determining the strategic direction of the Club and monitoring Club management’s implementation of that strategy.
- Selects and appoints the General Manager and identifies an appropriate succession plan
- Determines the General Manager’s remuneration policies and practices conditions of service, delegate responsibilities and monitors his/her performance against established objectives;
- Monitors financial outcomes and the integrity of reporting, particularly approving annual budgets and longer-term strategic and business plans;
- Sets specific limits of authority for management to commit to new expenditure, enter into new contracts or acquire businesses without Board approval;
- Approves acquisitions and disposals of businesses and investments above the delegated limits of authority;
- Approves significant changes of key policies;
- Monitors compliance with legislative requirements and ethical standards and reporting back to members on these issues;
- Appoints any such Committees of the Board as may be appropriate to assist in the discharge of its responsibilities, determines their responsibilities and approves a charter for each Committee;
- Ensures that the Club conforms to the principles and practices of economic, social and environmental sustainability and best practice wherever possible;
- Ensures that the Club’s business is conducted ethically and transparently;
- Oversees strategic risk management; and
- Meets in accordance with the Constitution and By-Laws of the Club and any other relevant legislative requirements.
6. Club Constitution
7. Delegation of Authority and Board Committees
To assist in the discharge of its responsibilities, the Board has delegated the following responsibilities to the General Manager and Board Committees.
The Board delegates the responsibility for the day to day operation and management of the Club’s business to the General Manager;
A Director will not interfere with the day to day operation and management of the Club and will direct all enquiries concerning employees, contractors or the operation of the Club to the General Manager;
Management must report to the Board on a regular basis to maintain accountability and to inform the Board so that it can make its decisions in the best interests of the Club and the members as a whole;
Deals with attendance of management and invited experts at Board meetings.
The Board, in accordance with the Club‘s Constitution, may form advisory and other Board Committees to assist in carrying out its responsibilities;
The Board will appoint the members of each Committee, including each Committee Chair who will be responsible for governing the Committee and may allow for external expertise where appropriate;
The Club Chairperson (President) is authorised to attend all meetings of Board Committees.
The Board will establish Charters setting out matters relevant to the composition, responsibilities and administration of the Board Committees and other matters that the Board may consider appropriate; and
A Board Committee with delegated powers must exercise the powers delegated in accordance with the Charter for that Board Committee, as approved by the Board from time to time.
Notwithstanding the above delegated duties, The Board will ensure that it retains its independence which may require independent expert advice from time to time.
8. Board Committees
Directors must carry out their duties in compliance with all applicable law including the Corporations Act, Sussex Inlet Bowling Club Constitution and By-Laws, the Clubs Code of Practice and
Best Practice Guidelines and all Club policies and procedures. In discharging his/her duties, each Director must:
- Exercise care and diligence (Business Judgement Rule);
- Inform themselves about the subject matter of a decision to the extent they reasonable believe to be appropriate;
- Act in good faith in the best interest of the Club;
- Declare any material personal interest or pecuniary/financial interest they have in the affairs of the Club;
- Not improperly use his/her position or misuse information of the Club;
- Maintain Board confidentiality at all times;
- Commit the time necessary to discharge effectively his/her role as a Director;
- Engage in ongoing skill development in relation to their role as Director.
Role of Chairs
The responsibilities of the Chair are principally to:
- Lead the Board;
- Chair Board and General Meetings of the Club competently, ethically and transparently and ensure Board effectiveness;
- Ensure that general meetings are conducted efficiently and that members have
adequate opportunity to express their views and obtain answers to their queries;
- Liaise with the General Manager to ensure that new Board members are briefed and have access to information on aspects of the Club’s operations;
- Facilitate the effective contribution of all Directors;
- Establish the agenda for Board meetings in consultation with the General Manager;
- Ensure that there is regular and effective evaluation of the Board’s performance;
- Set a standard for Board members in terms of attendance at meetings and prior
familiarity with Board Papers distributed and issues to be raised; and
- Be the media spokesperson for the Board where appropriate and represent the Club’s interests.
9. Role of the General Manager
- The General Manager is responsible for the day to day management of the Club in an efficient and effective manner. The General Manager is to have a formal employment agreement describing his/her term of office, duties, rights and responsibilities and entitlements on termination. The role of the General Manager includes but is not limited to:
- Managing implementation of the Club’s Strategic Plan and Annual Budget
- Managing all facets of the Club’s operations on a day to day basis
- Organising Board Meetings, Agendas, and Board Papers etc;
- Monitoring compliance with the Club Constitution, By-Laws, Government Regulations and this Charter;
- Advising the Board on compliance with meeting procedure, and
- Preparing minutes of Board meetings, arranging approval of minutes and entering into minute book within one month of the meeting.
10. Board Attendance by Management
In the interests of ensuring the full accountability and support of the General Manager by the Board, the General Manager (or in his/her absence the Acting General Manager) is, in general, the only member of management who attends Board meetings. However, the General Manager at his/her discretion and in consultation with the Chair, may arrange for senior staff members to attend parts of Board meetings where he/she determines that there is benefit in relation to his/her providing clarification to the Board.
11. Board and Director Meetings
Full Board meetings will occur at a frequency determined by the current Constitution of the Club and the Registered Clubs Act, which is generally at least once each month. Board Meetings are to be conducted in accordance with the Club Constitution, standing orders and fair rules of debate. Board Committee meetings will occur at a frequency determined by the Constitution of the Club or at a frequency determined by the Board which is congruent with any requirement of the Constitution.
12. Professional Development
Each Director is to commit to ongoing education and professional skills development as determined by the Board, or applicable law, and is subject to annual review. The Board will have access to resources and training specific to the Club Industry as offered by ClubsNSW, CDI and other providers.
13. Club Code of Conduct and Protocols
The Board and Directors will be guided at all times by the Club Code of Practice as published by ClubsNSW and from time to time revised. Directors are bound by the principle of transparency and will at all times ensure that issues are discussed in open forums where the Board is able to openly evaluate strategies, ideas and suggestions.
14. Review of Performance
The Board will conduct regular reviews of its performance. The method of conducting each review and the extent of that review is for the Board to determine from time to time and in conjunction with the Club Constitution and Club Code of Practice. The Chair or the Board may elect to be assisted by an external independent agency in undertaking the Review of Performance. The review of the Chair’s performance will also be conducted in accordance with this Charter.
15. Review of Charter
The Board will regularly review this Charter and the Charters of Board Committees to ensure they remain consistent with the Board’s objectives and responsibilities and relevant standards of corporate governance.
16. Publication of the Charter
This Charter will be made available to the Club’s members upon request and key features may be outlined in the Club Annual Report.
17. Amendment of the Charter
This Charter has been adopted by the Board. Any amendment to this Charter can only be approved by the Board. The Board is responsible for reviewing this Charter on an annual basis to ensure its continued compliance with legal requirements, corporate governance requirements applicable to the Club and the Club Code of Practice, and if necessary, suggesting amendments to the Charter for consideration by the Board.