CORPORATE GOVERNANCE

BEST PRACTICE @ ACBC

The Armidale City Bowling Club has developed a series of practices which will establish our Club as the benchmark for best practice within the NSW Club industry.

Our focus values are to:

be community oriented;
be member focused;
be committed to employees;
be results driven;
demonstrate leadership;
act with integrity; and
achieve through teamwork.

Our Board is committed to meeting the expectations of all its stakeholders including government, regulators, members, employees, the community, media as well as our suppliers.

The essential elements of our commitments are based on 3 overriding principles:

Reasonableness what a person would be reasonably expected to do or act;
Transparency actions must be able to withstand reasonable scrutiny; and
Accountability justifiable actions.

The Board will aim to achieve managerial best practice by ensuring maximum efficiency in decision-making processes and by ensuring that the legal obligations of the Club are routinely and systematically met.

The Board has put in place a set of systems to ensure that there are recognised procedures in respect of every aspect of managing the Club. For example, the Board has:

established practices to ensure that there are no conflicts of interest which may affect the Directors’ abilities to properly discharge their duties to the Club;
adopted compliance programs that are consistent with our legal responsibilities under the Registered Clubs Act and Gaming Machines Act as well as other regulatory requirements;
adopted other programs and policies dealing with environmental issues, occupational health and safety issues and equal opportunity practices; and
put in place procedures to ensure that all areas of financial risk to which the Club is exposed are contained to acceptable levels and that the Club has effective internal financial controls.

DUTIES OF DIRECTORS & ACCOUNTABILITY

A Director’s prime duty is to the Club. In times of financial difficulty, the Director’s prime duty to the Club will be balanced against the Director’s duty to the Club’s creditors.

A Director owes to the Club duties of honesty, care and diligence, and good faith. These duties are imposed by the Corporations Act and the general law.

These duties are summarised below:

Duties of Care and Diligence;
Duty to Act in Good Faith and for a Proper Purpose;
Duty Not to Make Improper Use of Inside Information or Position;
Duty to Prevent Insolvent Trading;
Duty to Act in Good Faith and Loyalty (general law);
Duty to Act For a Proper Purpose (general law);
Duty to Give Adequate Consideration to Matters for Decision and to Keep Discretion’s Unfettered (general law);
Duty to Disclose Material Personal Interests (sections 191 and 192 of the Corporations Act);
Duty Not to Misuse Club Property; and
Duties to Creditors.

CODE OF CONDUCT

The members of the Board of Directors of the ACBC acknowledge and accept the scope and extent of their duties as Directors. They are committed to responsibly carrying out their duties in an honest and businesslike manner and within the scope of the authority conferred on them by the Clubs constitution and associated legislation and regulation. Directors are entrusted with and responsible for the oversight of the assets and business affairs of the ACBC in an honest, fair, diligent and ethical manner. As a Director you must act within the bounds of the authority conferred upon you and enact informed decisions and policies in the best interests of ACBC and its members. The Board of Directors has adopted the following Code of Conduct and our Directors are expected to adhere to the standards of loyalty, good faith, and the avoidance of conflict of interest.

Directors shall accept their personal responsibility to:

act honestly and in good faith in the best interests of the ACBC;
exercise due care, skill and diligence in preserving, protecting and advancing the ACBC;
acknowledge and act in accordance with all legal and regulatory obligations of a registered Club’s Director;
respect confidential information obtained and disclose any actual or potential conflict between their obligations owed to ACBC and their personal interests and other duties;
exercise powers fairly and for the purpose for which they are conferred and not misuse or profit from information obtained through their position;
fulfil their fiduciary and reporting obligation to the ACBC including the prevention of insolvent trading;
adhere to all ACBC policies, rules and regulations including supporting and leading the Club towards its mission, vision and core values;
provide positive and accountable leadership for the ACBC and auxiliary organisations;
attend and actively participate in Board meetings, including voting on motions and making policies as well as other duties prescribed;
resolve staff issues through the Clubs CEO. The ACBC CEO is employed by the Board of Directors to achieve Club objectives and all staffing issues should be directed to the holder of this position to dealt with formally;
seek approval of the Board to speak officially on behalf of the Club or using the Clubs logo when interacting with staff, members, public, press and any other entities;
to show due diligence when developing strategic goals for the Club that will ensure its long term viability; and
ensuring total transparency and accountability is maintained in all Club dealings and facilitating this through a commitment to performance management across the organisation.