CANTERBURY & DISTRICT SOCCER FOOTBALL ASSOCIATION

 

GOVERNANCE STATEMENT

 

Recommendation

 

The Board of the CDSFA submit to the Council of Clubs a corporate governance statement which if adopted would become part of the CDSFA Policy & Procedures Manual for 2006 as we move forward in revising the CDSFA Constitution and Corporate Structure.

 

This would be a step in the process of structuring the way in which the Association conducts its business and how we will be perceived in the future by State Government Agencies, Local Government, Commercial and Football Partners and the Member Clubs of the Association

 

The governance of the Canterbury & District Soccer Football Association (Football Canterbury) is based on the CDSFA Constitution and Charters (Rules & Regulations).

 

The Executive Committee (BOARD)

 

The board is the governing body of CDSFA (FOOTBALL CANTERBURY) between meetings of the Council of Clubs. Its powers are set out in the CDSFA (FOOTBALL CANTERBURY) Constitution and the CDSFA (FOOTBALL CANTERBURY) Board Charter. The CDSFA (FOOTBALL CANTERBURY) Constitution is regularly reviewed by the board. The adoption of any proposed changes is subject to the approval of the membership at an annual general meeting. The CDSFA (FOOTBALL CANTERBURY) Constitution and CDSFA (FOOTBALL CANTERBURY) Board Charter are available on the CDSFA (FOOTBALL CANTERBURY) website www.footballcanterbury.com.au

 

Composition of the board

 

The Board consists of seven directors. The seven directors are elected annually at the Annual General Meeting.  One of the Directors is the President, the other Directors are; the Senior Vice President, the Honorary Secretary, the Treasurer, the Assistant Secretary and two Executive Members. The procedure for appointing directors can be found in the CDSFA (FOOTBALL CANTERBURY) Constitution. The board structure and the new CDSFA (FOOTBALL CANTERBURY) Constitution were approved by members at the AGM on 21 November 2005.

 

Non-executive board remuneration

 

The directors and elected or appointed representatives are members of CDSFA (FOOTBALL CANTERBURY) and do not receive any remuneration, in terms of salary for their services to CDSFA (FOOTBALL CANTERBURY). The members may at the Annual General Meeting grant an honorarium for out of pocket expenses and disturbance to domestic arrangements to such elected office bearers as thought fit by the members.

 

 

No director of CDSFA (FOOTBALL CANTERBURY) will be entitled to receive a benefit from CDSFA (FOOTBALL CANTERBURY) during a financial year unless there is a contract with:

* the director, or

* a firm of which the director is a member, or

* an entity in which the director has a financial interest, or

* an entity that CDSFA (FOOTBALL CANTERBURY) controlled, or

* an Association related to CDSFA (FOOTBALL CANTERBURY) when the contract was made or

when the director received or became entitled to receive a benefit.

 

 

In circumstances where a Director receives a benefit, or an Association or entity receives a benefit as described in the preceding paragraph this will be disclosed in the financial accounts of the Association as a related party transaction.

 

Role of the board

 

The board is responsible for the overall corporate governance of CDSFA (FOOTBALL CANTERBURY). This includes setting and periodically reviewing the strategic direction, monitoring the achievements and financial performance of the organisation, and deciding on key policy positions for CDSFA (FOOTBALL CANTERBURY) to take on behalf of the member  Clubs.  A minimum eight meetings of the board were held during the fiscal year with the Member Clubs.

 

The Board and the executive officer (EO)

 

The board is responsible for the appointment and employment contract of the EO. The EO's role is to lead the organisation. He or she develops a business strategy in collaboration with the senior management team (President, Senior Vice President Secretary & Treasurer) and implements it once it is approved by the board. The EO is also responsible for the internal work culture of the organisation, for the employment of staff and for financial management and control. He or she is the secondary spokesperson, after the President, for CDSFA (FOOTBALL CANTERBURY) and the secondary person in its key relationships with government and other organisations.

 

The board determines the EO's performance goals and remuneration on advice from the Treasurer. His or her remuneration may consist of a salary and an at-risk component. The amount of the latter is set by the board on advice from the Treasurer, which assesses the EO's performance against the predetermined goals.

 

Committees

 

To improve its efficiency, the board delegates roles to the Standing Committees (Grading, Judiciary, Appeals and Development). In addition, CDSFA (FOOTBALL CANTERBURY) is advised on policy matters by three committees of which have been constituted by the Board (Women's Football, Disciplinary and Competition Review). The board reviews and ratifies the terms of reference of these committees and their membership annually. The charters for these committees are available on the CDSFA (FOOTBALL CANTERBURY) website

 

Adherence to Ethical Standards

 

All CDSFA (FOOTBALL CANTERBURY) members and the board agree to be bound by the principles contained in CDSFA (FOOTBALL CANTERBURY)'s Code of Conduct. A copy of the eleven points of the code is provided to all members. The principles call for honesty, due care and diligence, and adherence to the spirit, as well as the letter, of the law and principles of Fair Play.

 

All CDSFA (FOOTBALL CANTERBURY) staff are bound by a code of conduct set out in the CDSFA (FOOTBALL CANTERBURY) Values. This statement sets out 10 core values that outline the staff's commitment to members, team work, excellence, sound financial management, recognition of achievement, and enjoyment of their roles.

 

Review of Corporate Structure (not adopted at CM 3-06, 20-3-06)

 

CDSFA (FOOTBALL CANTERBURY) member clubs have empowered the Board to review the present CDSFA Constitution and Regulations. The Board is required to submit its recommendations flowing from its review to the member clubs for decision at the November 2006 Annual General meeting.

 

Part of the review will entail a review of the role of each existing standing committee and Board Committees.

 

A key structural related issue is the suitability of the current corporate framework under which the Association currently operates. Given the growth in playing numbers, legislative risk management requirements, corporate governance, legal and financial issues affecting community based organisations, there exists, an obligation to adopt modern methods of operation and adopt best practice.

 

While the CDSFA will remain a member based community organisation, it is now a medium size enterprise and as such needs to undergo reform to meet the needs and expectations of its clientele.

 

The Board anticipates delivering a raft of recommendations which will permit the organisation to operate more efficiently and effectively in delivering the product of "football" within the geographic area of the Association's responsibility.

 

The process of reform will involve consultation and feedback.

 

The Board foreshadows a substantially revised Constitution which will be based upon the Corporations Law. Additionally, it is envisaged that a separate Regulations and Policies Document will also be delivered to the membership for consideration.

 

CODE OF CONDUCT

CANTERBURY & DISTRICT SOCCER FOOTBALL ASSOCIATION INC

(FOOTBALL CANTERBURY)

 

CODE OF CONDUCT

(Approved by the CDSFA (FOOTBALL CANTERBURY) Board   January 2006)

Every member of the Association is expected to comply with the Code of Conduct as determined by the CDSFA (FOOTBALL CANTERBURY) Board from time to time.  This Code of Conduct is set out below.

 

A member club should comply with the following standards of conduct.

The code of conduct is as follows:

 

1) The member should act honestly, in good faith and in the best interests of the Association as a whole.

2) The member should have a duty to use care and diligence in fulfilling the functions of office and exercising the powers attached to that office.

3) The member should use the powers of office for a proper purpose, in the best interests of the Association as a whole.

4) The member should recognise that the primary responsibility is to the Association as a whole but may, where appropriate, have regard for the interest of all stakeholders of the Association.

5) The member should not make improper use of information acquired as a member of the Association.

6) The member should not take improper advantage of the position of being in membership of the CDSFA.

7) The member should properly manage any conflict with the interests of the Association.

8) The member has an obligation to be independent in judgement and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the board of directors.

9) Confidential information received by the member in the course of the exercise of its membership of the Association remains the property of the Association and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by the Association, or the person from whom the information is provided, or is required by law.

10) The member should not engage in conduct likely to bring discredit upon the Association.

11) The member has an obligation, at all times, to comply with the spirit, as well as the letter, of the law and with the principles of fair play and this Code.

As approved by the Council of Clubs meeting, 20 March 2006