A letter to members inviting attendance at a consultation meeting on February 16th at The SSE SWALEC.
Dear Member,
I am writing to invite you to a consultation meeting to be held at 19:00 on Thursday 16th February 2017 in the Sytner BMW Lounge to consider some proposed changes to the governance of the Club which, subject to your feedback, have been unanimously approved by your Committee and will be put to members for approval at the Annual General Meeting due to take place at The SSE SWALEC on Thursday 30th March 2017. The consultation meeting will be preceded by a curry buffet at 18:30 and conclude with a presentation on the 2017 season by Hugh Morris and Robert Croft.
Background:
The Club is presently constituted as a Community Benefit Society (being the new name for Industrial and Provident Societies) the main features of which are that the Club has limited liability but is prohibited from the distributing profits or assets to Members.
Presently the Club is managed by the Committee which consists of:
- the President (who is appointed annually by the Committee)
- the Chairman (appointed annually by a two-thirds majority of the Elected Members of the Committee);
- eight Elected Members (elected by Members for a two year term);
- four Nominated Members (nominated by the Chairman and approved by a two-thirds majority of the Elected Members); and
- up to two additional members usually including the Club’s Chief Executive
Ultimately, however, the Club is controlled by you, the Members, in that a three-quarters majority of those voting at a special general meeting can remove or appoint Committee members and give directions to the Committee as to how the affairs of the Club are to be managed.
The Need for Change
The governance of sporting organisations is in the spotlight. The scandals at FIFA and World Athletics are two high profile examples of inadequate governance and there are many other examples closer to home. In response the UK government has published a charter requiring all sporting organisations in receipt of government funding (including cricket) to reform their governance arrangements.
As a result the England and Wales Cricket Board (the ECB) is undertaking a root and branch review of its governance and has indicated to us that the 18 First Class Counties will be expected to follow suit.
Closer to home Cricket Wales (the body responsible for the development and promotion of cricket in Wales) has recently reformed its governance arrangements so as to ensure greater independence and diversity and a greater range of skills.
Good Governance:
As a Club our ambition should be to ensure that we have the very best governance which will be applauded by Members, the ECB and by the Welsh and UK governments. To achieve this objective the Committee needs to be reformed so that it:
- is not too large to be effective (our current committee has fourteen members which is too big);
- is sufficiently diverse in terms of gender and ethnicity (presently we have no women or representatives of the Black and Minority Ethnic community);
- has sufficient skills including cricket, financial, commercial, human resources, property and legal (this has been partly addressed by the appointment of the Nominated Members); and
- represents the interests of the membership and the wider cricket community in Wales (and not just Glamorgan).
In reviewing our governance arrangements we need to recognise that the Club is now a multi-million pound business and that we still have liabilities of nearly of £7 million which need to be repaid in the coming years. Ensuring that we have the right mix of skills remains critical.
Protections:
Before setting out our proposals for the reform of the Committee I would emphasise the safeguards. First and foremost, Members will continue to retain the ability to convene a special general meeting to consider any resolution including the appointment and removal of Committee members and to give directions on the management of the Club’s affairs. Indeed, to strengthen this control we propose to reduce the number of Members required to requisition a meeting from 300 to 200 and to reduce the required majority to pass a resolution from three-quarters to two-thirds of those voting.
Secondly, all members of the new committee shall stand for ratification by Members at each year’s Annual General Meeting and this ratification will be by way of a simple majority of those voting.
Finally, all initial appointments to the Committee will require the recommendation of a newly established Nominations Panel. This panel will have a distinguished membership of those with the reputation, skill and experience to ensure that the very best appointments are made to the Committee. The composition of the Nominations Panel will also be ratified annually by Members at the Annual General Meeting. If approved, it is proposed that the initial Nominations Panel would comprise:
- Me, as the Chairman of the Club;
- David Morgan, the previous Chairman and President of the Club;
- Ian Lovett, the deputy chairman of the ECB and former Chairman of Middlesex CCC; and
- Ann-Marie Smale, a non-executive director of the Board of Cricket Wales.
Proposals
So, the unanimous recommendation of your existing Committee is that the Club’s Committee (the New Committee) should comprise:
- the President
- the Chairman
- the Chief Executive
- two Elected Members (one elected each year for a two year term)
- five Nominated Members; and
- one Representative of the Board of Cricket Wales
The President will be appointed annually by the New Committee for a term not exceeding three years unless any extension is approved by Members at the Annual General Meeting.
Following my retirement, the Chairman’s initial appointment will be made following a recommendation of the Nominations Panel and thereafter annually by the New Committee. The Chairman’s appointment (including any extension of my appointment) shall be ratified by Members at each Annual General Meeting by a simple majority of those voting.
The appointment and renewal of Nominated Members to the New Committee will be made following the recommendation of the Nominations Panel and shall be ratified annually by a simple majority of Members voting at the Annual General Meeting.
The Board of Cricket Wales will nominate its representative following consultation with the Nominations Panel and this nomination will be ratified by Members at each AGM by a simple majority of those voting.
The Rules of the Club shall require the Nominations Panel to have regard to the following factors when making recommendations of the Chairman and Nominated Members:
- the requirement to promote and protect the interests of the Members of the Club;
- the requirement that the New Committee is sufficiently diverse as regards to gender and ethnicity;
- the requirement to engage effectively with the Board of Cricket Wales and to promote the development and community objectives of the Club;
- the requirement to comply with any regulations, charter, or code issued by the UK or Welsh Government or by the ECB regarding governance;
- the requirement to ensure that the New Committee has sufficient skills and experience including cricketing, financial, commercial, human resources, property and legal; and
- the requirement to ensure that members of the Committee do not serve for excessive periods of time and to ensure succession planning.
The Rules shall also require that any vacancies (of the Chairman or Nominated Members) shall be advertised so as to encourage the widest range of applications.
In order to facilitate a smooth transition to the New Committee, existing Elected and Nominated Members (including those elected or nominated at the March 2017 AGM) shall remain in place until the 2018 AGM. All Members of the existing Committee shall be entitled to apply to join the New Committee.
New appointments to the Nominations Panel will be made by the New Committee following consultation with the remaining members of the Nominations Panel and the terms of reference (as set out in the Rules) will require such appointments, so far as possible, to include those with a distinguished association with the Club, those with relevant cricket experience and nominees from one or more of the ECB, Cricket Wales, Cardiff City Council and Welsh Government. Such terms of reference will also identify the diversity of the Nominations Panel as highly relevant factors.
If adopted by Members at this year’s AGM, Glamorgan CCC will be seen as having adopted the very best of governance arrangements. More importantly, these governance arrangements will ensure that the Club is in the best position to face the challenges - financial, commercial and cricketing that lie ahead with confidence.
I look forward to receiving your feedback on these very important proposals on the 16th February.