Dear Carlton members,
By now you would have received some information regarding proposed changes to the constitution to be voted on at this year’s Annual General Meeting.
I understand that you may have some questions regarding what it all means, so to help you better understand what we are proposing I thought it an opportune time to provide you with further clarity.
What is the Independent Nominations Committee?
The Independent Nominations Committee (INC) consists of three members. Two are independent members with expertise in corporate governance including long-time returning officer Andrew Mansour and John Davies, as well as the President of the football club.
Andrew has been the returning officer for the Club for 23 years and is a partner at the law firm K&L Gates with recognized expertise in corporate governance practice.
John is a former audit partner of Ernst and Young and has been a member of numerous governance committees including Chairman of the Audit & Risk Committee at Cricket Australia, member of the Audit Committee at Golf Australia, and has completed governance reviews of various Australian sports on behalf of the Australian Sports Commission.
Why does the Club need an Independent Nominations Committee?
The purpose of the INC is to make sure we are getting diversity and an appropriate range of skills onto the Board of the Carlton Football Club. We want Board members who are passionate, highly skilled, and who have adequate time to actively contribute to our Club’s future.
As President, it is my duty to ensure we deliver the right governance and procedures for our members, while also ensuring we have a succession plan in place for the future.
What is the role of the INC?
The INC’s role is to review the balance of skills, knowledge, experience and diversity on the current Board and provide recommendations on how nominees may enhance the Board in the future.
Can any member still nominate for the Board?
Yes. In any given year, any Carlton member can nominate to be on the Board by sending a nomination form to the Club secretary before September 1. A nominating member simply needs to comply with the INC process. As part of that process, nominees will be required to provide a standard set of information to enable the INC to assess their capacity to act as a director.
Can the INC prevent a member from running for the Board?
No. The INC will review nominations and make recommendations to the Board. Even if the INC provides a negative recommendation or no recommendation at all, the nomination will still proceed to ballot. However, the INC may identify a factor that prevents a nominee from acting as a director (eg failure to meet statutory requirements).
The role of the INC is not to reject a nomination, but rather to ensure that the Board is sufficiently informed about the suitability of a nominee. In turn, that information can then be relayed to members ahead of any vote.
Is the INC independent?
Yes. The INC is consistent with ASX best practice guidelines for the independence of the nominations committees of listed companies. In particular, the INC consists of a majority of independent members with an independent chair, and its rules and procedures will be transparent. While the Club is not a listed company, the Club is a large and complicated business that aspires to best practice.
A number of other football clubs have similar committees, including Greater Western Sydney, Hawthorn, Essendon, Richmond (and indeed the AFL itself has a nominations committee on which the Chairman sits.)
Is the Board number being reduced?
In effect yes, as we are proposing to cap the number of Directors at 10.
In December 2013 we had 13 Directors on the Board and over the last twelve months we have seen the retirements of Stephen Kernahan, Ryan Trainor and Richard Newton, bringing the current operating number to 10 Directors.
Hopefully the above helps clarify any queries you may have had about the proposed changes.
Given the importance of the proposed constitutional changes to promoting transparency and good governance at the Club, I recommend the changes to you and encourage all members to vote.
Registered members can vote on the proposed constitutional changes on the website here - http://goo.gl/5oMOjA - by using your membership number and postcode.
Online voting closes at 6pm on Tuesday 16 December.
The AGM is returning to our home at Visy Park this year and will be held on Thursday 18 December. I look forward to seeing you there.
