october 2015 clubdirector - clubsnsw · risk management & procurement – understand how your...

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CLUBDIRECTORT h e C l u b D i r e c t o r s I n s t i t u t e M e m b e r M a g a z i n e

a new eraI N L E A R N I N G

The ClubsNSW Governance Program is the core of the nationally accredited Certificate IV of Governance qualification (BSB40907). Once you have completed the two mandatory governance modules, there are three other modules of governance knowledge to be gained that constitute the ClubsNSW Governance Program:

Club Leadership in Action – DiSC facilitation helps understand how you interact with your team and guide you to deliver better leadership outcomes against the Club Leadership Framework.

Strategic Planning & Market Profiling – Learn how to analyse your members, community and competition to develop the right strategic objectives to lead your club to a profitable and sustainable future.

Risk Management & Procurement – Understand how your governance decisions impact business risk and crisis management and learn how to minimise a portion of that risk through influencing how your management procure their supplies for your club.

These modules will be delivered by the ClubsNSW Learning & Development team at the Sydney head office: Level 8, 51 Druitt St Sydney.

To participate in the accredited governance program, you are required to complete the ClubsNSW Governance Workshops, as well as completing and submitting additional workbooks, within eight weeks of the training date, for assessment and accreditation. Additional charges apply to gain accreditation, for each module you complete or, for the whole Certificate IV in Governance.

Please note that these three modules are not compulsory and do not cover your Mandatory Director Training requirements.

Course investment• $290 per session

(CDI Members)• $390 per session

(Non-CDI)

For more information, visit www.clubsnsw.com.au/education or contact Delna Dugdale, Learning & Development Specialist on 02 9268 3000 or email [email protected]

Date Module

Mon 26 October Club Leadership in Action

Tues 27 October Strategic Planning & Market Profiling

Wed 28 October Risk Management & Procurement

Course investment• $290 per session (CDI Members)• $390 per session (Non-CDI)

TAKE CHARGE OF YOUR CLUB’S FUTURE

LEADERSHIPSTRATEGYRISK & PROCUREMENTCertificate IVGovernance Workshops

26–28 October 2015

CLUBSNSW.COM.AU/CDI I CLUB DIRECTOR I 3

I look forward to catching up with many CDI Members at the ClubsNSW Annual Conference and AGM when it kicks off with the masterclasses, mandatory training and the new Corporate Governance Challenge all on 9 October. My team has put a lot of effort into the pre-conference training and many classes are filling fast. There are however places still available for the Corporate Governance Challenge and I urge all experienced directors to think about taking this challenge on as it is a great way for all participants to test their decision making and analytical skills in a fun environment. It isn’t for the faint hearted though because over 12 hours all participants, through a board game simulation, will:• manage a successful club through

pitfalls and opportunities as both the club finances and the local community respond to change

• handle compliance issues from both staff and board, and target opportunities with live negotiations and role plays.

• negotiate and complete due diligence on potential amalgamations.

The conference proper kicks off on Saturday afternoon with our Welcome Party, and from there the program is jam packed. AICD Managing Director and CEO John Brogden AM and IGT International CEO Walter Bugno will lead us all into a ‘new era’ on Sunday at the

S E E Y O U AT T H E C L U B S N S W C O N F E R E N C E & A G MPlenary Session. At the CDI lunch, Megan Quinn will focus on key governance issues, leadership and diversity on boards including skills, age, gender and generational change. With her experience as a Non-Executive Director of UNICEF Australia and an ASX listed Specialty Fashion Group, and CEO of her own consultancy, Megan is no stranger to such board issues. She believes in order to lead a business into the future, boards need to review their mix of talent and experience. Growing up as a hotelier’s daughter also means she has a strong appreciation for our industry.

We have five great seminars on offer on 12 October including Generation Next: Investing in the Future. This exciting seminar will feature three young club leaders who will share their vision for clubs in a new era. To choose the three speakers, ClubsNSW invited young leaders from the industry to submit a white paper addressing what makes a successful, relevant and sustainable club in one or all of the following areas: Club Culture, Community Engagement, and Services and Facilities. Congratulations to the finalists – Bankstown Sports Club’s Sarah Hillhouse, Candelo Kameruka Bowling Club’s Scott MacLean and Ingleburn RSL’s Mitchell Vine – and also thanks to everyone who made a submission. Once the finalists present their strategies at the conference seminar, an independent panel will select one of them to attend an all-expenses paid trip on the PKF New York City Food and Beverage Insights Tour No 4 in 2016 – an opportunity of a lifetime. I thank PKF’s John Tully for providing a spot on this tour and my team for their work in coordinating this opportunity. I can’t wait to hear what these young leaders have to say about the future of clubs. I hope many of you join me for this seminar and the many other learning and networking opportunities offered by our conference.

Anne FitzgeraldExecutive ManagerMember Services & Marketing, ClubsNSW

CONTENTS

ARE YOU UP TO THE CHALLENGE? 4

TURBOCHARGE YOUR CLUB BOARD’S 6 APPROACH TO RISK AND STRATEGY

THINK AHEAD 8

THE CHALLENGES AND OPPORTUNITIES OF 10 DEVELOPING PROPERTY

HOW OLD IS TOO OLD? 13

DIRECTOR IN FOCUS: JENNIE SMITH 14

SALVOS CHAPLAINS SPREAD STATEWIDE 16 PROGRAM

Q&A: MEGAN QUINN 18

PUBLISHER’S CREDITSCLUB DIRECTOREditor: Carissa Simons02 9268 3069 I [email protected]

Designer: John Hewitt02 9268 3016 I [email protected]

Printer: Lachlan FinchRawson Graphics02 8873 2500 I [email protected]

Distributor: Adam ToothThe Pack Factory02 9585 1144 I [email protected]

Contributors: Ron Browne, Rowan Cameron, Jason Clarke, Tim Escott, Anne Fitzgerald, Bruce Gotterson, Richard Howard, David Shortland

Sponsor:

Disclaimer: Views expressed in this publication are not necessarily the views of the publisher. Liability howsoever as a result of use or reliance upon any advice, representation, statement, opinion or conclusion expressed in Club Director is expressly disclaimed by CDI and all persons and associates involved in the preparation of this publication. Reproduction in whole or in part is prohibited without CDI’s prior permission.

The ClubsNSW Governance Program is the core of the nationally accredited Certificate IV of Governance qualification (BSB40907). Once you have completed the two mandatory governance modules, there are three other modules of governance knowledge to be gained that constitute the ClubsNSW Governance Program:

Club Leadership in Action – DiSC facilitation helps understand how you interact with your team and guide you to deliver better leadership outcomes against the Club Leadership Framework.

Strategic Planning & Market Profiling – Learn how to analyse your members, community and competition to develop the right strategic objectives to lead your club to a profitable and sustainable future.

Risk Management & Procurement – Understand how your governance decisions impact business risk and crisis management and learn how to minimise a portion of that risk through influencing how your management procure their supplies for your club.

These modules will be delivered by the ClubsNSW Learning & Development team at the Sydney head office: Level 8, 51 Druitt St Sydney.

To participate in the accredited governance program, you are required to complete the ClubsNSW Governance Workshops, as well as completing and submitting additional workbooks, within eight weeks of the training date, for assessment and accreditation. Additional charges apply to gain accreditation, for each module you complete or, for the whole Certificate IV in Governance.

Please note that these three modules are not compulsory and do not cover your Mandatory Director Training requirements.

Course investment• $290 per session

(CDI Members)• $390 per session

(Non-CDI)

4 I CLUB DIRECTOR I OCTOBER 2015

The ClubsNSW Corporate Governance Challenge is an interactive session designed to test your governance knowledge, business oversight and problem solving skills. It will also make you challenge your thinking around the key governance decisions you may face at your club.

Delivered over three pre-conference training sessions, this interactive style of learning will provide real life governance challenges, without any real club properties, funds or reputations being at risk.

Attendees will form small competitive teams, representing club boards, in a simulation that has been specifically customised for ClubsNSW. The key profit drivers, inhibitors and actual experiences of real clubs have been taken and moulded into the simulation to make it a realistic and significant learning experience.

By removing the clutter of day-to-day operational detail, participants will be able to experience and work through four years in the life of a simulated club in just a few hours. Participants will need to manage profits, governance and community expectations, as the operating environment around them changes.

Based on a Monopoly board, the key areas of operation are represented by different parts of the board, such as membership and events, bar sales,

are you up toTHE CHALLENGE?Looking to challenge your governance skills in an innovative and exciting way? Look no further.

by Ron BrowneClubsNSW Manager, Professional Development


catering sales and gaming machine management. Chance and Community Chest cards will throw real life benefits or consequences into the mix, challenging the governance, decision making and operational guidance of the board. Utilities, Railway Stations and Tax Squares will add further complications or windfalls to the activities of your club. The challenge is to make the correct strategic decisions to respond to the good, the bad and the ugly options placed before you. Each lap around the board represents a quarter of a financial year where you tally and record your performance.

Team roles will be allocated and rotated so that all participants experience running the Chair, being responsible for Finance, and being in charge of Marketing and Research. Market dynamics are established at the beginning to provide parameters for strategic plays around marketing.

There are three distinct sessions to the simulation. The first three hour session involves getting to know the club and the simulation as the first two financial years of trading unfold. There will be challenges and opportunities to negotiate as well as strategies to discuss and set – all the things that are essential to a successful club operation.

The second session is one for reflection and evaluation of several amalgamation alternatives over the next two trading years. Teams will need to carry out their own due diligence and present their preferred option for approval at a club meeting. Our simulation will reinforce the legal, moral and social implications for all directors as events unfold for the simulated club. Serious challenges like a strike against your licence or a major catering disaster will also test your resolve and risk management skills. Session three brings it all together with the final two years of trading, allowing you to see whether your strategies have led to success or not. As in real life there will be winners and losers, but ultimately in a simulation everyone who learns from their experience wins significantly

By removing the clutter of day-to-day operational detail, participants will be able to experience and work through four years in the life of a simulated club in just a few hours.

– without having actually put their club at risk.

Managing Director of WorldGAMES and respected Australian Institute of Company Directors facilitator, John Radclyffe, will be facilitating the session. As a highly experienced senior executive director with national and multinational organisations, John has a wealth of knowledge in governance and his own unique set of learnings from a business failure during the 1989/90 recession. This resulted in John developing the well-established, globally respected learning tool, WorldGAMES. For more than 20 years, WorldGAMES has been providing experiences, positive and negative, in a safe learning environment. “I call it a flight simulator for corporate pilots. If you are going to crash and burn, it is far better to do it in a simulation and learn how to correct or avoid so that it does not happen in real life,” says Radclyffe.

“It is an indisputable fact that people learn best by doing things and experiencing outcomes for themselves. Discovery learning engages all learning styles. Our simulation is tactile, highly visual and allows plenty of discussion – but more than this – it provides opportunities for club directors to learn from the simulation itself, the experiences of their co-directors and fellow professionals, and handle issues they hope will never eventuate, all in a safe environment,” Radclyffe explains.

Previous clients have reported the benefits of this safe learning environment, when they have encountered one of the simulated pitfalls in the future. Indeed, one past participant said, “It was six years [later] that it happened to me in real life, and I thought – ‘ah! It’s just like that game’ – and I knew exactly what to do.”

Seats for the challenge are limited, so ask yourself, are you up to the challenge?

Book now. Visit www.clubsnsw.com.au/conference.


App Store, AirBnB, Uber, Google… the list goes on.

There are many articles about how we live in extraordinary times. Depending on the topic and the author you might feel uplifted and be optimistic, or feel doubtful and pessimistic. Either way, for directors and executives of organisations everywhere it is a time of great potential. However, this possibility should be matched with an appropriately cautious approach.

So what does this mean for club directors, their clubs and the NSW communities they serve? And what impact does all this have on the services those communities enjoy from their clubs?

Well, even if you think the wonderful services you provide to your members and tremendous support you provide

We live in interesting times. Indeed there are futurists who suggest the pace and advance of technology and the collaborative (or ‘sharing’) economy could bring about change on the scale of the Industrial Revolution.

A NEW ERAEvery time we switch on a device, whether it be a digital model of the 20th Century invention, the television, or a 21st Century invention like the smart device, we can be overwhelmed with information and ideas. People are now accessing information and services through technology and organisations that were scarcely imagined in previous decades. Things like mobile banking and payments, driverless cars and trains, the

to your community may not change a great deal in the coming year or two, the forces operating around your club and its environment are changing and significant. Accordingly, as you and your fellow directors actively consider and monitor risks, their management, and your club’s strategic direction in the coming year or so, it is vital to be up to speed.

So how can you turbocharge your board’s risk and strategy efforts?

How do we accelerate to power through and get the right things done swiftly, but in the right way with rigour and care?

Do we think about what our club’s risk appetite may be and identify all the risks our club faces over its journey, then come up with the path to get where we want to go? No.

turbochargeYOUR CLUB BOARD’S APPROACH TO RISK AND STRATEGY

by David ShortlandAICD Facilitator, Shortland Consulting


Instead, we should imagine where we want our club to be in a few years’ time, then think about the potholes along the road.

STRATEGYThe truth is that strategy is an overused word. Often it is employed as a descriptor to make meetings or activities seem more important than they are. That’s why the phrase strategic planning might make even the most dedicated feel a little jaded. However, embarked upon in the right spirit, mindset and with the right information available, setting the strategic direction of the club can be an exciting and exhilarating trip!

One of the simple things that can help speed things up in the long run, ironically, is to make sure each director, and the board collectively, takes the time to think about the future and the

forces shaping it, then share and discuss before doing the actual planning. All too often people get stuck into planning methods and maps without allocating time to reflect, share and discuss.

Another potential pitfall is switching to “cruise control” mode once you are on the road and feel you have sufficiently planned the trip to the destination. It may be that you’re wearied after doing the first part of the process of coming up with a plan and are no longer as alert as you might otherwise be to potential changes in conditions. Being determined about checking whether all is going as it should be, and learning and adjusting as you go, may seem like unnecessary effort, but again it ultimately helps speed you to your chosen destination.

So, if things are not going to plan or conditions change materially, are we ready, willing and able to change course? Have we furnished our organisation with sufficient resources to get to where we want to go? And, lastly, are we reviewing, improving and learning as we go?

RISKSo shouldn’t we have thought about the risks of the chosen vehicle, route and conditions before we set out on our turbocharged strategic journey? Surely some work around possible scenarios would be useful?

Yes it would be, but here’s the thing. We don’t have to do these two important pieces of thinking and board work – strategy and risk – in a strict sequence or isolated from one another. If you go back to basics and think about a working definition of risk, it is “the effect of uncertainty on objectives”. So why not do your strategy and related risk thinking and associated work (e.g. scenario analysis) at the same time?

When thinking about risk we should be thinking about the upside – the opportunities that are presented by examining the risks. Some organisations

conduct extensive work on their risk management framework and brainstorm all manner of situations to develop a comprehensive risk plan, but do not then link it back to the purpose or strategy of the organisation. When considering an important matter that requires a decision, a responsible board would not come to a view without having regard to both the upsides and the downsides, the benefits and the costs, the positive and negative aspects.

Applying the same simple logic, there are clear benefits to be had by thinking and analysing matters related to strategy and risk simultaneously where possible. The board gets a holistic and balanced view of the possible direction, goals and environment within which they are to be achieved, as well as some of the approaches, analytic tools and modes of thinking which are common to both areas of board responsibility.

Another simple but compelling benefit that can emerge from this approach is that some of the key reporting on strategy implementation and risk management can also be integrated. Structured appropriately, this may mean getting fast, genuine insights into both whether your strategy is getting executed and progressing well, and ensuring any associated risks are being managed and treated as they should.

So in a dynamic world where it feels like complexity is ever-increasing and the forces we cannot control in our environment are growing, working on these things together can make things more efficient by saving time, bring more certainty and clarity, and possibly even improve board reporting.

David Shortland presents the Turbocharge Your Board Risk & Strategy Masterclass at the 2015 ClubsNSW Conference.

When thinking about risk we should be thinking about the upside – the opportunities that are presented by examining the risks.


by Jason ClarkeMinds@Work

There was a time you could just jump in a car and zoom off (without a care for the price of petrol), and when you arrived, slide into a free parking spot, right out the front. Today we don’t zoom – we crawl, bumper to bumper. Parking is almost non-existent (let alone free), and the price of petrol reflects how hard it is these days to find any.

But then think about how quickly we can now access and transfer information, entertainment, documents, services and even money. Today we can collaborate effortlessly with people anywhere on the planet.

Over the next 50 years many of the things that are now getting harder will become impossible if not illegal, and the things that are getting easier will become inevitable.

Imagine what that world will be for your kids and their families.

Population growth, demographic shifts, life expectancy, resource depletion, environmental and technological change are already shifting what our communities look like and their needs. Imagine how those needs will transform given a few more decades.

The fact is that your business will need respond to those needs… or fade away.

thinkAHEADThings that used to be easy are now getting harder. Mind you, the reverse is true as well.


This is why every business needsits own, compelling picture of the world, not as it is, but as it should be. And when that vision is big and bold and brave, it becomes a powerful magnet for people who are every bit as inspiring and noble as the vision itself.

Only when people know – and fully embrace – the ultimate purpose of an organisation can they bring the full measure of their heart, mind and body to the mission; because they see the chance to make a difference.

Finding clarity and vision isn’t as hard as you might think – half a dozen open minds and the right questions can quickly sketch out everyone’s workload for the next half century. The tricky bit is looking up from our KPIs and quarterly targets and looking instead at ‘The Big Picture’.

It’s a crucial bit of strategic thinking that organisations tend to ignore, which is why there’s usually a massive gap between what we do and why we do it. Collect documents from across your organisation and you’ll find a hundred lists of daily tasks, spreadsheets of monthly targets and yearly budgets, and even the occasional three-year plan, which is typically a ‘steady as she goes’.

And in a forgotten file somewhere, enshrined within a glossy brochure espousing Our Mission and Our Values, lies the last surviving copy of ‘The Great Plan’. Between the routine and the heroic? There is often nothing.

If we don’t know how to get to the Promised Land from where we are, if we’re not sure what happens between now and 50 years hence, then we don’t know what to do right now to set us up to shape the future both for our communities and our business.

But say we worked backwards, from the Grand Design to the present day? If we had a truly heroic vision of what the world should be, surely we’d get

But say we worked backwards, from the Grand Design to the present day?

Surely we’d get some clues about what we should do now in order to get there.

some clues about what we should do now in order to get there.

Say we want the best for our communities. We want them to be healthy, happy, sustainable, prosperous and peaceful. We want a society that cares for its vulnerable, celebrates selflessness and compassion and preserves its common wealth for all to share.

Would that community still need (or for that matter, even want) the services and facilities we offer right now? Or will different demands need to be met?

New demands mean new offerings, possibly to new customers in new ways and locations. New partnerships might be necessary, perhaps within a new business model based on new sources of revenue and funding.

All of which sounds like a new purpose and reputation within that community.

If we then compared that to what we are right now, we’d take a close look at what parts of our business belong in the future, and which should be left in the past.

We’d recognise what needed to change and maybe even by when.

And if we were willing to face the truth of what’s stopping us, we could easily identify a ‘To Do’ list of pressing structural and cultural issues that represent the immediate barriers between our business now, and the future we want to create.

But that future belongs to whoever sees it first. So let’s get looking.

You can catch Jason Clarke from Minds@Work when he presents the Vision, Leadership & Strategic Delivery Masterclass at the 2015 ClubsNSW Conference.


However, clubs often progress down the development path with a varying set of commercial motivations and objectives. These are influenced by macro industry trends as well as each club’s unique cultural and demographic membership profile, purpose, land holding features, profitability and management attitude and appetite for change.

Contracting or neutral gaming and alcohol revenue growth, stemming from regulatory changes and shifting societal attitudes, coupled with an ageing membership base, has resulted in significant sustainability issues for many clubs. This is particularly relevant for small to medium size clubs.

The diversity of registered clubs in NSW is reflected in the variety of property development projects that clubs are considering or undertaking as part of their constant crusade to remain financially sustainable and relevant to their communities.

Those readers who have built or renovated a house or worked in construction will appreciate the challenges, opportunities, risks and rewards of property development. Clubs face these same challenges and benefits.

‘Land rich’, yet often ‘cash poor’, clubs often view property development as the ‘golden goose’ in their search for alternative revenue streams, financial sustainability and to safeguard themselves from the ‘wolves of insolvency’. While property development can assist in achieving all these outcomes, such projects need to be thoroughly assessed and considered in parallel with an analysis of other reasons why a club may be struggling. The old adage – ‘build it and they will come’ – may be a band aid solution that disguises core deficiencies in a club’s existing governance and operating models.

Property development can mean many things – from the installation of a small

by Richard HowardFormer CEONewcastle Cruising Yacht Club

the challengesand opportunitiesOF DEVELOPINGPROPERTY


outdoor gaming area or a modest refurbishment of a club house, to the large scale construction of sporting infrastructure or the redevelopment of underutilised land or ‘air space.’ Irrespective of the scale, such projects will all be important to a particular club’s business model.

While each club’s development budget will vary depending on the club’s financial capacity, land holdings and whether a development involves a joint venture partner, the benefits and risks that may flow will impact proportionally on the operations and profitability of a club. That is, for a small club a small project, such as the installation of a café style alfresco dining option, may have proportionally greater positive

or negative influence on that club’s operating model, than that of a grander development project undertaken by a much larger club and vice versa.

For the reasons outlined above, regardless of project size and budget, it is essential to understand your club’s current and potential markets, to set clear development goals that are aligned with the club’s strategic and operating plans, and to ensure that good decision making processes and governance are maintained during the project lifecycle.

A significant challenge during the initial stages of a club development is determining the most appropriate project to pursue. That involves ‘crunching the numbers’ on various project alternatives while not losing sight of the club’s broader objectives. Detailed planning, cost analysis, cash flow forecasting, profit modelling and sensitivity analysis will assist in determining the best project option and payback periods on an initial capital investment. Analysis that is professionally developed and independent will help ensure that funds are directed towards the most appropriate development.

Project choice can be complicated in a club environment where minority interest groups often have significant board influence owing to board membership requirements being linked to membership type and/or active participation in primary club activities. While such influences don’t preclude sound development decisions being made, they may unconsciously narrow a club’s willingness to consider the full range of development alternatives. For example, such a tension could result from a proposed redevelopment which includes building on an underutilised bowling green. While commercially sensible, such a proposal may not be ‘politically’ palatable.

Similarly, in situations where a club is considering a joint venture with a private development partner, it is

recommended that the club goes to significant lengths to ensure that its financial interests are maintained during project negotiations and construction. Ensuring that legal and financial due diligence is thorough, probity is maintained, conflicts of interest are appropriately managed, and that the project remains transparent to members, will be critical to achieving the desired project outcomes.

One of the unique strengths of clubs is the existence of loyal and passionate members with a wide variety of valuable skills. These skilled members can be ‘leaned on’ by management for advice or guidance, often at little or no cost. Keep in mind though that walking the fine line with respect to the use of ‘pro bono’ or ‘cheap’ services of members and truly independent services of external non-member advisors, is a challenge.

Further, ensuring that there are project ‘sponsors’ or ‘drivers’ both on the board and in senior management, is critical to progressing a club property development project, especially through the myriad of planning and commercial challenges which are normal in such projects. Similarly, engaging a reputable project manager, planner and/or architect at the conceptual stage to provide guidance and assistance, is generally considered a sound investment.

The Property Development – Challenges & Opportunities Masterclass at the 2015 ClubsNSW Conference will explore in more detail some of the issues raised in this article. The format will be interactive and interesting, and will include case studies, workshop tasks as well as a few ‘war stories’. The breadth of the topic guarantees the discussion of a variety of concepts and issues that will be relevant to your club, regardless of its size.

One of the unique strengths of clubs is the existence of loyal and passionate members with a wide variety of valuable skills.

the challengesand opportunitiesOF DEVELOPINGPROPERTY


wanted to appoint a person who had turned 72.

For example, subsection 11 required a company limited by guarantee that elected its directors through postal voting to notify members that a candidate had turned 72 and then the candidate could only be elected if they received a majority of 75 per cent of the votes in their favour. A club that did not have postal voting had to apply to ASIC for an exemption to this rule.

In the early 1990s, the Registered Clubs Act was amended with the intention that the ‘72’ rule would not apply to registered clubs by inserting section 73A, which provides that, “A person may become or be a member of the governing body of a registered club even if the person is of or above the age of 72 years”.

Unfortunately for one club, it took a decision of the Supreme Court to determine that section 73A had the effect of removing the extra hoops provided under the Act.

But what if a club’s constitution still contains a prohibition or restriction regarding directors over the age of 72? The simple answer is it’s time to update your constitution.

Apart from obligations under the Anti-Discrimination Act, a company must ensure that any conditions of eligibility for appointment as a director are not “oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member”.

The Supreme Court of NSW considered this issue in Sutherland v NRMA Ltd (2003) 47 ACSR 428 (“Sutherland”). In this case, the NRMA had a provision in its constitution (reflecting an older version of 201C) that precluded a person over the age of 71 from being elected to the board.

Mr Sutherland asked the NRMA if the restriction in NRMA’s constitution still applied. The NRMA’s solicitor informed

So how old is too old to be a director of a registered club?

Well, it appears the answer was summed up by Swiss philosopher Henri-Frédéric Amiel when he said, “I’m not interested in age. People who tell me their age are silly. You’re as old as you feel”.

The Corporations Act 2001 (the Act) provides that there is a minimum age of 18 for a person to become a director of a company (including a public company like virtually all clubs in NSW), but does not specify an age where one is no longer eligible.

This is good because as we all know, many clubs rely on directors with considerable life experience who give back to the community by serving on the board and such a prohibition would have wide reaching implications for the club industry.

However, this wasn’t always the case. Previously, Section 201C of the Act provided that a “person who has turned 72 may only be appointed or act as a director of …a public company… if authorised to do so under this section”. The section then proceeded to set out a series of metaphorical hoops for companies to jump through if they

how oldIS TOO OLD?by Bruce GottersonPigott Stinson

him that even though section 201C had been repealed that the NRMA was still bound by its constitution and Mr Sutherland was therefore ineligible to nominate as a director.

Mr Sutherland made a complaint to the Anti-Discrimination Board of New South Wales that he was being discriminated against on the grounds of age. The Anti-Discrimination Board found that it was unable to resolve the complaint as the NRMA regarded itself as still obliged to operate in accordance with the provisions of its own constitution. The complaint was then referred to the Administrative Decisions Tribunal.

The legal advisers of the NRMA suggested to Mr Sutherland that he make an application to the Supreme Court to have the NRMA’s constitution amended by order of the Court. Mr Sutherland made such an application, with the NRMA supporting the orders sought.

Justice Campbell noted that the NRMA was correct to refuse Mr Sutherland’s nomination and then made the requested orders to amend its constitution which allowed Mr Sutherland to stand for election at the next AGM.

The Sutherland case is a reminder that a club may be bound to follow its constitution even when this may mean breaching other legislation. Therefore, it is vital that clubs ensure their constitutions are up to date and in good working order.

What if a club’s constitution still contains a prohibition or restriction regarding directors over the age of 72?


d i r e c t o r i n f o c u sJ E N N I E S M I T HWARRAGAMBA WORKERS & SPORTING CLUB

The 35 year old, who came on as a Director in April, is passionate about her club and believes it has not yet unlocked its full potential.

The Warragamba Workers and Sporting Club is indeed a “hidden gem” tucked away in the small Warragamba township, some 35km west of Sydney. Sunday social motorbike riders like the Warragamba Dam Riders and car enthusiasts are often seen spotted in the area or travelling through to nearby Silverdale.

There are seven directors at the club, including the President and Vice President and approximately 2,500 members and about 15 staff. It wasn’t that long ago that the club was just a small demountable and the ‘drinking canteen’ for dam workers. They have also lost the club once to bushfires over the years. In coming years, the much publicised Badgerys Creek Airport will open for takeoff. The airport is only a 10 minute drive away from the club and the population in this area is expected to

boom, which gives the club a golden opportunity to grasp.

“There so many positives for our club, I cannot begin to tell you them all,” says Smith. “The club has no major competitors of similar size in a five to 10 kilometre area and, with the right changes, our club will prosper for many years to come.”

Smith says she decided to become a Director to personally challenge herself and in her own words, “to test her self worth, that she could be more than just a stay-at-home mother of two.”

“The Warragamba Workers and Sporting Club is the heart and soul for many local residents and without our club the quality of life for many in this isolated area would greatly diminish,” says Smith.Though still young, Smith brings solid skills to the Boardroom table. She has a four year honours university education in communications, marketing, events and design. Add to this a professional career involving communications, public relations, design, marketing and customer service experience.

Interview by Tim EscottClubsNSW Digital Communications Officer

Her first job was working for McDonalds at 14 which Smith says gave her a great understanding for what good customer service means. Smith left school in Year 10 to work full time. After six years, she returned to full time study at university receiving the Commonwealth Learning Scholarship for outstanding achievements.

Smith then completed a degree in Design Communications with Honours and several other UWS short courses including business communications, project management and report writing. She also received the prestigious UWS Summer Research Award to work with Blacktown City Council gaining ongoing casual employment in the Civic Events Department.

Leaving the Council in 2007 she began working full time for UnitingCare Burnside as a Public Relations and Design Officer. However, in 2011 the entire communications team was made redundant. Pregnant with her first child she happily became a stay at home mother and now has two young children.Smith likes the community-based

In less than six months, Jennie Smith is already making a significant impact as a Director at Warragamba Workers and Sporting Club. She exemplifies the fresh ideas and initiatives of the younger generation of directors coming through.

A Warragamba (Damn) Good Director


approach of the club industry and says these venues are more than just a place to have a drink.

“They provide endless support for their local communities,” says Smith. “Clubs have become an essential framework for our society. Modern clubs are increasingly becoming a versatile place of choice, for many patrons and families offering a huge range of entertainment services for the young and young at heart.” Smith is genuine about creating real change and recently presented her Board with a Customer Satisfaction Survey Analysis Report she authored which contains a raft of suggestions for the Board’s consideration and action. These include minor changes to the bistro, creating a harmonious environment for all, a courtesy bus Friday and Saturday nights, a wider variety of entertainment, background music, live sports and entertainment and function space. At a recent Board meeting, the majority of recommendations put to the Board were unanimously agreed. With many clubs closing their doors, Smith hopes the proposed changes will ensure the club is financially sustainable

and well prepared for whatever the future may hold.

Food is the starting point. “Fifty per cent of all patrons attending clubs visit solely for the food,” says Smith. “Yet there are no images of food anywhere other than on the TV menus. It’s a known fact people tend to eat with their eyes.”

She also undertook an internal audit of the Club’s Workplace Health & Safety (WH&S) policies and procedures with the Club’s Secretary Manager. This included highlighting to management current laws and obligations and ensuring all documentation is compliant.

“My short time being a director hasn’t always been a fun experience. Making difficult decisions that may not always please everyone has been challenging,” says Smith. “It is a responsibility I have not taken lightly but with the club’s best interests in mind. With the support of my fellow Directors, we will have a lasting impact that I hope will benefit many club generations to come. I enjoy and thrive on holding [such a] role. Throughout my life I have never been a silent, happy follower.”

A Certificate IV in Corporate Governance is on her radar so that she has options of entering a management position. Another area close to Smith’s heart is encouraging more young women on boards. She has recently finished a draft submission, in collaboration with ClubsNSW, entitled The Women On Boards Program. And with the help of both ClubsNSW Professional Development Manager Ron Browne and the resources of the Club Directors Institute, the club is mapping out a clear future. “Time is extremely valuable for young people,” says Smith. “We need to promote to the public the benefits, including flexibility and free qualifications, of becoming a Director. I strongly believe this would attract more educated and career driven young people into the industry.”

In years past, the club has financially struggled. It is now beginning to show signs of financial stability and can start looking at reinvestment and diversification streams. Coupled with a population growth trajectory from a new airport and related infrastructure to come, the club is looking set to fly high.


So how about your club? What would it mean to have a full-time chaplain ministering to your club’s community? Ask any of the clubs that have adopted the Salvation Army’s Club Chaplaincy model and they will probably share their wonder at how they ever did without such a support service.

The Salvos love the concept because they want their chaplains to be where the community is and they recognise that clubs are the modern-day equivalent of your town square.

Our clubs love the resource because it’s right there to directly benefit staff, members and guests in acknowledgement that there’s always someone who is going through a

Have you heard the latest on our ClubsNSW Salvation Army Club Chaplaincy Program? A lot has happened since ClubSAFE first partnered with the Salvos and then trialled Club Chaplaincy at the Mingara Recreation Club in 2012.

Since the trial ended, we’ve gone on to place chaplains at Bankstown Sports Club, Pittwater RSL Club, Twin Towns up in the far north of the state and with the Wests Group of clubs in Newcastle. Our original chaplain at Mingara, David Slee, has gone on to become a permanent and much relied-on fixture to that club’s community.

tough time in their life. Then there’s the added benefit that the presence of such a valuable and available resource can be fully funded through the ClubGRANTS scheme.

As empathic and kind as your staff may be, there are limits to their ability to be able to assist members and fellow staff who may be experiencing challenging times. Your own in-house chaplain would have the skill-set to respond appropriately and effectivelyto people in crisis.

One example of this support of a person in crisis we show here. Mingara Recreation Club Chaplain David Slee provided this story.

by Rowan CameronClubSAFE Manager

salvos chaplainsSPREAD STATEWIDE


The young man was kneeling, hunched over on the edge of the field near the Athletics track. He was facing the other way so as I got closer to him I called out, “Morning mate. I saw you here by yourself and thought I’d come over to see how you are.” He sat up a bit to look at me, blinking in the bright morning sun. “Hi... I’m alright. I’m just out here to think a bit.”

The staff at the athletics track had called over to the Club to say that he had been here since quite early and they were a bit worried about him. The shift manager had earlier come over to speak to him and as he wasn’t causing any trouble, had left him alone.

I stuck my hand out as I introduced myself, “I’m Dave. I work for the Salvos. I’ve got an office here at the club.” He shook my hand, “James*”, he said. I eased myself down on the grass next to him.

“You look like you’re having a bit of a rough morning. Do you want to have a chat about it?”

“Nah, not really. I’m ok. I’m just here ‘cause I wanted a bit of space for a bit.”

Obviously he wasn’t giving up too many details to a complete stranger so I thought I’d try a different angle. One of the strengths of being identified as a chaplain through my Salvo uniform means that I can get away with gently enquiring into a situation a little.

“How long have you been here? The staff at the track said that you’ve been here for a fair while. Did you sleep out here last night?”I kept engaging him with some open questions for a few minutes, and eventually we worked our way around to the reasons he was sitting by himself in the middle of the grass mid-morning looking pretty sorry for himself.

Life can be pretty challenging as a young person, especially when you are still developing your coping skills and facing a few barriers to getting on with life easily. James had fought with his mother early that morning before she left for work in Sydney all day. He had got the details mixed up about his job search appointment which was supposed to be that morning and his mother was trying to get him sorted out to still get there in time which had led to conflict.

He’d finished school last year and was struggling to find work or a TAFE course that engaged him. His older siblings had left home, and his single mum commuted to Sydney

for work. He was alone at home all day by himself and had gotten into a routine of late nights playing games online and late morning getting up.

As we chatted I was able to ask him questions about mental health – whether he thought he might be depressed, and if he had thought about suicide at all. My role helps people feel less awkward about being asked those questions, and more able to answer them honestly and openly.

I had time to hear his young adult angst and struggles, the difficulties of trying to find work as a young person on the Central Coast, and the learning curve of changing interactions and responsibilities moving into adult life.

I gave him some contact numbers for youth assistance, and asked him if he was ok to give me his contact details so I could check how he was in a week’s time. He was ok to go home and get on with his day at this point, so we said our goodbyes. I called James a week later to see how he was. He hadn’t contacted any of the services, but said that he was going ok now.

Hopefully the time that we spent connecting on the oval that morning made a positive difference to how James moved on with the rest of his day, or how he engaged with his mother, and left him feeling encouraged that things could get better.

If you would like to learn more about Salvation Army Club Chaplaincy, contact our ClubSAFE Manager Rowan Cameron via [email protected].

*Name has been changed to protect privacy.

Your own in-house chaplain has the skill-set to respond appropriately and effectively to people in crisis.

salvos chaplainsSPREAD STATEWIDE


survive the dot com bust in 2000 and a rapidly changing global environment.

CD: What key governance lessons did you learn in that four years of international business management?

MQ: I was an Executive Director of NET-A-PORTER, so was necessarily deeply entrenched in the operational side of the ever-expanding international business. Having Non-Executive Directors with their wealth of experience and skills outside of our own was invaluable. It was befitting that a global business had such a breadth of diversity. There were seven different nationalities sitting around the Board table at various times. Our backgrounds ranged from publishing to banking, finance to industrialists, retail to advertising. We had an intergenerational diversity also, where the founders had the opportunity to learn from the established Board members and their wealth of experience and their vast networks. It’s well documented that rich diversity negates groupthink and anchored thinking, and creates more innovative and sustainable businesses.

CD: How did that experience influence your decision to move to your current business of consulting and advising senior management and directors?

MQ: Q&Co came about following my return to Australia having lived in London for 18 years. I was struck not only by how fortunate we are in Australia, but by how much we’d stagnated. We’ve become homogenous and risk averse, and still today companies are looking in the rear vision mirror waiting for cycles to repeat, assuming that historic patterns will prevail.

We used to be revered internationally for being energetic upstarts, and I was struck by the lack of evolution, innovation and rigour. Younger generations have incredible confidence, capacity and energy which augers well for our future, but our existing businesses and mindsets need to change. I thought

Megan Quinn was a co-founder of internationally acclaimed Net-A-Porter. From modest launch funding, Net-A-Porter went onto become a fascinating global success story of entrepreneurship, brand development, online strategy and unique levels of customer service.

Megan will be joining clubs at the CDI Luncheon in October. Recently Club Director Magazine sat down with her to discuss what she sees as the key to board success.

Club Director: Megan, you’re mainly recognised for your successful start up – NET-A-PORTER – the global online luxury shopping web-based business. Can you give me some insight into the evolution of the governance of that business?

Megan Quinn: I actually can’t say much about the [current] NET-A-PORTER Board as I left a number of years ago, and it remains a private company. However, I can say that one of the enduring strengths of NET-A-PORTER’s governance was that there was a rich diversity within the Board. There was a range of skill sets, experience, nationalities and a very healthy gender balance which all culminated in a deep understanding of our target market and the business of luxury. These skills and experiences were well leveraged to support the fast growing business which managed to

q&aMEGAN QUINNQ&Co Consulting

that I could help Australian companies because of my international experience and my diverse range of skills and experiences that spread across strategy, operations, marketing, digital and finance. Reinvigoration of any organisation needs to start from the top.

CD: You are currently on a couple of boards. Which ones are they and what do you see as the key governance challenges for those boards?

MQ: I currently sit on the Board of ASX listed Specialty Fashion Group (SFH) and UNICEF Australia. While both are very different entities, their governance requirements are very similar. Setting and monitoring the strategic development of an organisation are givens for a Board. An effective Board is constantly looking at succession, sustainability, risk, diversity, cyber security, technology and a plethora of other areas in and around their industry.

The role is to pressure test strategy, and provide direction, support and advice, without becoming inappropriately directive. The skill sets required for strident audit and risk compliance are obvious, and while lawyers and accountants have natural strengths in this territory, it’s beholden to all directors to have a deep understanding of finance and governance.

CD: You have some history in hospitality, albeit in pubs. So what are the key issues you will focus on at our CDI Luncheon in October that you feel could improve the governance of community-owned, not-for-profit clubs?

MQ: Yes, my father was a publican, and I lived in hotels until I was 12 years old. I probably have a unique insight into the importance of maintaining the core values and ethos of a club that plays such an important role in communities, but also the need for businesses to reinvigorate and evolve to remain relevant and sustainable. That’s what I’d like to explore in October.


SUCCESSION PLANNING MADE EASYFuture Director Information Session

Succession planning is an essential part of the role for any director – finding the next member of your board or even your own replacement.

ClubsNSW Learning & Development team can deliver a Future Director Information Session to all potential nominees to your club board, in your club at a time to suit you.

The session details the key aspects of a director’s roles and responsibilities, legal and financial aspects and the time commitments they need to understand.

Holding a Future Director Information Session in your club, prior to nominations closing, can be the critical success factor to identifying your next board members, with the right attitude, background skills and experience to enhance the board’s operation. A strong and functional board plays a vital role in ensuring the success of your club.

For more information, contact the Member Enquiries Centre or the Learning & Development Team on 1300 730 001 or [email protected]

The Future Director Information Sessionis a ClubPATHWAYS Development Resource© ClubsNSW 2015


CLUBSNSW BOARD PERFORMANCE ASSESSMENT TOOL

ClubsNSW, through the Club Directors Institute (CDI), has developed a simple self-assessment tool for Board members.

Through the completion of a survey, it measures the performance of Club Chairs, Directors, Managers and their boards as an entire unit, against the key competencies of the ClubsNSW Club Leadership Framework and the Best Practice Guidelines from the Club Industry Guide.

Accessed online at the ClubsNSW website, www.clubsnsw.com.au, the survey contains 44 questions, covering 11 responsibilities with up to four answers each. It takes less than one hour to complete and the whole survey should be completed in one sitting.

Cost $1,100 inc GST per club.

For more information, contact:

Member Enquiries on 1300 730 001or [email protected]

The ClubsNSW Board Performance Assessment Tool is a ClubPATHWAYS Development Resource© ClubsNSW 2015

october 2015 clubdirector - clubsnsw · risk management & procurement – understand how your...

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