2018 Governance Proposals Revised Articles of Association
Current Framework • Been in operation since 1968 • No longer meets the requirements of good governance • Complicated membership and voting structure • Uncertainty around roles of the Board, EXCO and Management • Doesn’t take account of growth of Hong Kong cricket • It does not comply with the new Companies Ordinance.
Current Articles of Association • CHK is COMPANY, registered under and subject to HK Law. • By law, CHK must have MEMBERS and DIRECTORS. • The BOARD of DIRECTORS is CHK’s ultimate decision-making body, exercises the powers of the organisation and acts in the best interests of CHK in a manner consistent with legal duties. • CHK is LIMITED BY GUARANTEE: The MEMBERS guarantee to pay a set amount of money towards company debts.
Current Articles of Association 4 Directors – President – Chairman ELECTED – Hon. Secretary – Hon. Treasurer
Current Articles of Association Executive Committee (EXCO) Chairman • ELECTED Hon. Secretary • Hon. Treasurer • Women's Representative • Independents Representative • Chinese Representative • LCMC Representative • ACU & S Representative • APPOINTED HKCC Representative • KCC Representative • LSWCC Representative • Pakistan Association Representative •
Current Articles of Association • All registered and paid-up cricketers regarded as “members” of CHK, but are not MEMBERS of the COMPANY. • They are entitled to play cricket in HK • The MEMBERS of the COMPANY are the VOTING REPRESENTATIVES who have agreed to be MEMBERS and registered as such. • VOTING REPRESENTATIVE = Team Captain (usually)
Current Articles of Association • Each TEAM in the official senior leagues has 1 vote – through their captain. • CLUBS are not MEMBERS or “members” of CHK • Management of CHK and control of its funds / property rest with the EXCO. • Legal responsibility rests with the DIRECTORS. • Doesn’t provide for a proper management structure.
Process of Change • Examined Companies Ordinance to ensure compliance • ICC membership criteria • HKSAR funding requirements for NSAs • LCSD & ICAC governance criteria • Lessons from Project Phoenix • Australian Sports Council Guidelines • Sport England
Process of Change HKSAR GOVERNMENT Settled composition and detailed terms of reference of Board Procedures for eligibility, nomination, election and disqualification of directors Appointment of Independent Directors Separation of powers between Board and Management Defined roles / responsibilities of the Chairman, Board members and management Leadership renewal / rejuvenation and maximum term for directors Board skills required for effective governance Broad stakeholder representation Functional committee terms of reference and appointment procedures Standing committees: Audit, Risk and Selection Free & fair elections with proper nomination procedures Full transparency all governance procedures No conflicts of interest Proper membership criteria including suspension and termination of membership Acceptable ratio of Executive to Non-executive Directors and Board diversity Defined relationship between the Board, CEO and senior management
Process of Change • Reviewed Best Practices: • Cricket Australia • New Zealand Cricket • England and Wales Cricket Board • Cricket South Africa • Cricket Ireland • Cricket Scotland • Lodha Commission (BCCI) • USA Cricket
Proposed Framework • Governance structure regarded as Best Practice for an NGB • CLUBS will be the MEMBERS of CHK with voting rights • Clearly defined Board and Management roles / responsibilities • A skills-based BOARD - free from conflicts of interest. • Promotes BOARD diversity, inclusivity and independence • Meets the standards required by ICC and HKSAR Government • Robust written CONSTITUTION underpinned by solid principles
Proposed Framework Board of Directors Management Cricket Standing Sub- Committee Committees Committees
Key Changes • Voting structure simplified • Term limits for DIRECTORS (2 x 3 years) • New categories of membership – increased inclusivity • Committee structure to support effectiveness of the BOARD • Power to remove DIRECTORS for under-performance • Introduces INDEPENDENT DIRECTORS • DIRECTORS appointed by a NOMINATIONS COMMITTEE
Membership (Article 9) • Replaces all previous categories of membership • CLUBS will be the members – not individuals • 3 new categories: – Associate: To facilitate new clubs and leagues (e.g. more league teams, Challenge League inclusion ) – Ordinary: Applies to all current official participating clubs – Senior: Ordinary members who provide a ground for CHK activities
Voting and General Meetings (Articles 9 & 10) • Each member club will be entitled to appoint one representative to attend General Meetings • Only Ordinary and Senior members shall have voting rights • Votes = number of teams CLUB has in official CHK leagues • No splitting of multiple votes entitlement • Members obliged to attend General Meetings
Directors (Article 11) • 9 Directors – 6 Directors with Portfolio – 3 Independent Directors • Minimum 30% representation of each gender (men/women) • Appointment of Directors will be through a rigorous nominations procedure and election • Directors appointed for a 3 year term – maximum 2 terms
Directors Portfolios (Article 11) • Chairperson • Director – Finance • Director – Cricket • Director – Facilities • Director – Commercial • Director – Development Detailed Roles and Responsibilities for all Directors
Election of Directors (Article 11) • Nominations Committee make recommendations on suitable candidates to stand for election after due consideration • Nominations Committee: – CHK Chairperson – Chairpersons of CHK Senior Members – CHK Independent Directors • Ordinary and Senior Members may nominate candidates to oppose the Nomination Committee’s recommended candidate
Sub Committees (Article 13) • The following sub-committees to be established – Cricket Committee – Audit Committee – Risk Committee – Nominations Committee • Board may establish further sub-committees as and when required • Sub-committees will operate under terms of reference
Existing Executive Committee (Article 13) • Will be reconstituted as Cricket Committee but excluding: – CHK Chairperson – Secretary – Treasurer • Will be chaired by the Director – Cricket • Responsible for the operational product of Hong Kong cricket (particularly domestic/community cricket).
Cricket Committee (Article 13) • Director – Cricket (Chairman) • Club Representatives: • HKCC • KCC • LSWCC • PACC • Women’s Cricket Rep. • Chinese Cricket Rep. • League & Cup Rep. • Umpires & Scorers Rep. • Youth Cricket Rep. *
President and Vice Presidents (Article 15) • President and Vice-Presidents appointed by the Board • They do not participate in administration and management • President serves a 3-year term • Vice-Presidents are appointed for Life • Honorary Vice-Presidents appointed for 1 year
Interim Measures • On approval, the New Articles, become effective except for: – Board – Sub-committees • The Board and EXCO will continue to operate until the FY2018 AGM. • An Interim Nominations Committee will come into operation once the New Articles are approved and commence nomination process.
Interim Measures • Interim Nominations Committee : – Chairman CHK – Chairman HKCC – President KCC – Chairman LSWCC – 3 Independent Appointees approved by EXCO prior to EGM
Interim Measures • Director nominations will be called for by the Nominations Committee • Nominations Committee will provide list of preferred candidates for all 9 Board positions which will be published prior to the AGM • Members may propose alternative candidates to Nominations Committee nominees before the AGM and this will then be voted on at the AGM
Interim Measures • On conclusion of the election of the 9 Directors provided in the New Articles: – The Current Board will be replaced by the New Board – EXCO will become the Cricket Committee • The New Board will operate until the next AGM when 3 Directors will be rotated off but may be re-elected if eligible. • Directors rotation provided for in the New Articles
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