Corporate Governance

Overview

The purpose of a Corporate Governance Charter is to assist the Members, current and future Board members and others to understand the philosophy the Board adopts in discharging its duties.

The Corporate Governance Charter of the Club follows this Overview and Committee structures and charters.

The Corporate Governance Charter adopted by the Club supplements the rights and the role of the Directors and Members of the Club contained in the Club’s Constitution.  The Club’s Constitution includes the Membership classes, the process for election of Directors the powers and duties of the Directors and the role of the Executive of Directors.

The governance structure of the Club in achieving the Objects of the Club is focused on an agile structure to:

• Achieve the 5-year strategic plan through clarity of goals and objectives, and
• Development of annual business plans focusing on the Members’ needs and what they value

The key roles in the governance are segregated into:

• Strategic plan – Directors and Senior team to manage the objectives of Club, Members needs/values and key stakeholders
• Business plans –Senior Staff and approved by the Board

The Board has established Committees to focus on selected areas and:

• Support management in developing and achieving the annual business plans
• Provide advice to the board and management

Committees structures and charters

The purpose, areas of focus, composition and meeting frequency of each Committee is as follows:

 

Committees structures and charters (Cont’d)

The Board has adopted a Charter for each of the Committees to provide governance on the functions and roles of each Committee and members of a Committee.  Selected extracts of the charter for each committee are as follows:

The Committee also exercises such powers and performs such other functions as may be delegated to it by the Board from time to time.  Unless there is delegated authority under by the Board in writing or a specific minuted other delegated authority, the role of each Committee is to make recommendations to the Board.

Each Committee shall conduct it affairs as it sees fit and appropriate and comply with the following:

• The Board at the recommendation of the President and Captain shall appoint Board members to each committee
• The President will appoint the Chair of each Committee who shall be a Board member. The Chair of each Committee is not also to be the Chair of the Board. For clarity, the Chair of a Committee shall be a Board member at the time of a Committee meeting.
• OtherMembers of the Club or external parties may be appointed to a Committee at the nomination by any Board member in consultation with the Chair of a Committee, and any such appointments shall be approved by the Board.
• Each Committee shall have at least 2 members of the Board as Committee members.

Any appointee to a Committee shall be on an honorary basis.

 

SOUTHPORT GOLF CLUB LTD

CORPORATE GOVERNANCE CHARTER

This Corporate Governance Charter has been prepared to assist the Members, current and future Board members and others to understand the philosophy the Board adopts in discharging its duties.

The Board is elected by the members to develop strategies and implement controls to manage the Club’s operations.  The responsibilities of the Board include the strategic planning of the Club’s operations to manage the challenges it will face in the years ahead.

An overview of the roles of the Board and Management is as follows:

A summary of the matters outlined in the Charter are dealt with under the following headings:

• Board and its Committees
• Internal control framework; and
• The role of members.

The Board will have a documented 5-year strategy and the strategy should be formerly reviewed with management annually.

Board

The Board is responsible for the overall Corporate Governance of the Club including the strategic direction, establishing goals for management and monitoring the achievement of these goals. To give further effect, the Board has the authority to establish a number of Committees to assist in the execution of its responsibilities.

The Board has also established a framework for the management of the Club including a system of internal control, a business risk management process and the establishment of appropriate ethical standards.

Committee Structure

The Board has established a Committee structure to facilitate the Board and management in determining the strategy and management of the annual business plans as follows:

 

The Board has established a framework for the operation of the Committees and a charter for the operation of each of the Committees.

Succession Planning

It is preferable for a member to have at least 2 years’ experience as a Board member prior to being elected to the position of Club President or Club Captain.

The Board members are the appointed Directors under the Corporations Act 2001.  Accordingly, Board members have specific legal obligations under the Corporations Act 2001.  It is a requirement the Board members have an understanding of their legal responsibilities.

Internal control framework

The Board acknowledges that it is responsible for the overall internal control framework but recognises that no cost-effective internal control system will preclude all errors and irregularities. To assist with this responsibility, the Board has instigated an internal control framework that can be described under three headings:

• Financial reporting – there is a comprehensive budgeting system with an annual budget approved by the Board. Monthly actual results are reported against budget and revised forecasts for the year are prepared regularly.  The Club reports to members on an annual basis.
• Quality and integrity of personnel – formal appraisals are conducted at least annually for all employees.
• Investment appraisal – the Club has clearly defined guidelines for capital expenditure aligned to the strategy of the Club. These include a capital budget, detailed appraisal and review procedures and levels of authority.

The Role of Members

The Board aims to ensure that the members are informed of all major developments affecting the Club’s state of affairs.

Information is communicated to members as follows:

• Throughout the month by eNews, and where members do not receive emails, the communications for a month are summarised and posted to a member. The eNews will come from the management team, President, Captain and the Chairs of each Committee as needed to keep Member’s informed of matters on a timely basis.
• Information sessions– communicating strategy, master plan developments and annual plans.
• The Annual Reportis distributed to all members. The Board ensures that the Annual Report includes the audited financial statements, relevant information about the operations of the Club during the year, changes in the state of affairs of the Club and details of future developments;
• Board meetingsare held which discuss summarised reports from the Committees, strategies, financial information and review the operations of the Club; and
• Proposed major changes in the Club which may impact members’ rights or require a change in the Constitutionare submitted to a vote of members. Usually this will be done at the AGM for efficiency and cost effectiveness.

The Club will also utilise Social media forums as appropriate, but due to the private nature of Club matters to members, this will not be a focus to members of communications.

The Club will conduct a survey of Members to assist with the strategy and business plans. The feedback from the surveys will be communicated to Members.

Board encourages full participation of members at the Annual General Meeting and Information Sessions to ensure a high level of accountability and identification with the Club’s strategy and plans.

Appointment as a Director

Upon appointment as a Director, the Director shall be provided by the Company secretary an appointment letter from the Club, which shall include:

• Consent to act as a Director
• Board manual
• Annual declaration required to sign each year
• Deed of indemnity and access