Photo Credit: South Australian Cricket Association
SACA Board of Directors – 2024 Call for Nominations for Election
In accordance with the Constitution of South Australian Cricket Association Limited
ACN 623 135 393 (SACA), nominations for positions as a Member Elected Director on the SACA Board are now open, each for a term commencing on the date of the Annual General Meeting (AGM) of SACA to be held on Thursday, 19 September 2024.
There are three vacant positions for the purposes of the 2024 annual election of Member Elected Directors.
The three vacant positions are created by the retirement of SACA Board member Dean Marsh (which will take effect at the close of the 2024 AGM), and the retirements of Caroline Rhodes as required by clause 11.7(a) and David Sanders as required by clause 11.7(c) of SACA’s Constitution.
Caroline Rhodes and David Sanders are eligible for re-election.
Eligibility
In accordance with clause 11.6(b) of SACA’s Constitution, each candidate must be a Full Member or a Country Member of SACA. No other category of SACA Membership (including, for the avoidance of doubt, Adult Reserved Seat Members) is eligible to nominate for a position as a Member Elected Director.
Candidates should note that Membership rights are suspended while Membership Fees are outstanding and failure to pay their Membership Fees would result in them being ineligible for election to the SACA Board.
If the 2024-25 Membership Fees of a candidate or either of their two nominating Voting Members remain outstanding as at 5.00pm (ACST) on Thursday, 15 August 2024 (i.e. the deadline for lodgement of nominations), the nomination will be ruled invalid by the Returning Officer.
Nomination
Nominations must be lodged via the website managed by the Returning Officer.
Each nomination must be supported by two SACA Members who are entitled to vote and be accompanied by the candidate’s consent to the nomination and to acting as a Director of SACA.
The following categories of SACA Members are entitled to vote: Full Members, Country Members, Life Members, Honorary Life Members, Tenured Members, Honorary-Services Rendered Members, Premier Cricket Committee Members and Adult Reserved Seat Members.
Lodgement
Nominations must be received by the Returning Officer via the website by 5.00pm (ACST) on Thursday, 15 August 2024.
Candidates are encouraged to submit their completed nominations as soon as possible to provide the Nominations Committee as much time as possible to review and evaluate all nominations received.
Supporting Documentation
The Nominations Committee, in giving any guidance in relation to candidates, will have regard to the overall skill set, experience and diversity required to achieve a balanced, fit for purpose Board to oversee the delivery of SACA’s strategic objectives and operational plan by the Chief Executive.
Candidates should refer to the statement of desired skills and competencies set out in the attached Statement of Director Expectations and Responsibilities prepared by the Nominations Committee. Candidates must submit:
· a current curriculum vitae regarding their capabilities, having regard to the Statement of Director Expectations and Responsibilities; and
· a completed Skills and Competencies Checklist with their completed nomination form.
A candidate’s curriculum vitae and completed checklist will not be provided to Members as part of the election materials
Interviews
Candidates must be available on Thursday, 22 August 2024, or by arrangement with the Nominations Committee, to participate in an interview, if requested by the Nominations Committee.
Working with Children Check
All persons who work with or are likely to work with children in South Australia must undergo screening by the Department of Human Services Screening Unit (DHS), known as a ‘Working with Children Check’. This requirement extends to Directors of SACA. Australian Cricket’s Policy for Safeguarding Children and Young People also requires SACA Directors to obtain a Working with Children Check.
Failure to do so is an offence, which may result in significant financial penalties or imprisonment under the Child Safety (Prohibited Persons) Act 2016 (SA).
Candidates must provide evidence that they hold a current, valid Working with Children Check issued by DHS or have applied to DHS for a Working with Children Check (at their own cost). To allow SACA to verify the details of a candidate’s Working with Children Check directly with DHS, candidates must provide their full name (exactly as it was provided to the DHS Screening Unit) and either the Screening Reference Number or Screening Application Number issued by DHS. Candidates must notify SACA of the outcome of any application for screening completed after the candidate has submitted their nomination form.
The Nominations Committee will not recommend a candidate for election if that candidate has failed to obtain a current, valid Working with Children Check and provided details of the Screening Reference Number to the Returning Officer by 5.00pm (ACST) on Tuesday, 27 August 2024 (the day prior to the date on which the election is due to open, if required).
Applications for a Working with Children Check may be lodged via this link: https://screening.sa.gov.au/applications/application-informaton-for-individuals
Candidates are urged to lodge their application as early as possible, as DHS has indicated that the screening process may take a few weeks to complete.
Director Identification Number
Company directors are required by law to apply for a director identification number (Director ID), before being appointed to the Board of a company.
Failure to do so is an offence, which may result in significant financial penalties under the Corporations Act 2001 (Cth).
A candidate who does not already have a Director ID can apply for one via Australian Business Registry Services at the following link: https://www.abrs.gov.au/director-identification-number
STATEMENT OF DIRECTOR EXPECTATIONS AND RESPONSIBILITIES
Objective
This document is designed to outline the key rights and obligations relevant to Directors of South Australian Cricket Association Limited (SACA).
This document is not intended to be an exhaustive list. If you are uncertain about your legal position or any of the matters set out in this information sheet, it is recommended that you seek independent expert legal advice.
Responsibility of SACA Directors
A Director is subject to various statutory and common law rights and responsibilities.
SACA Directors are bound by fiduciary and statutory duties, including duties to:
· act with due care and diligence;
· act in good faith in the best interests of SACA and for a proper purpose;
· not improperly use their position with SACA;
· not improperly use information obtained as a result of their position with SACA;
· avoid conflicts of interest; and
· ensure the accounts and financial records of SACA are properly maintained and approved.
In addition to the above duties, Directors of SACA will have to comply with other relevant statutory and common law requirements, including workplace health and safety, and employment legislation.
If a Director breaches their obligations, they can be subject to criminal offences including significant financial penalties and imprisonment.
SACA Directors must also comply with applicable SACA policies.
Role of Member Elected Directors
The role of SACA Member Elected Directors is specified in the SACA Constitution, SACA Board Charter as well as relevant legislation and common law requirements. The role of a SACA Member Elected Director is broadly to be responsible as a member of the SACA Board for the effective governance and oversight of SACA’s business and operations. This includes being responsible, as a member of the SACA Board, for:
· formulation of the strategic direction of SACA;
· the recruitment and performance of the Chief Executive Officer;
· reviewing, agreeing on and monitoring SACA’s business plans and annual budgets;
· the development of policies for the effective operation of SACA;
· ensuring appropriate compliance with legislation governing SACA’s business and operations;
· monitoring of risks facing SACA; and
· involvement with SACA Board sub-committees.
Specific desired business-related skills and competencies of Directors
Three vacant positions exist for the purposes of the 2024 annual election, created by the retirements of Dean Marsh, Caroline Rhodes and David Sanders. Caroline Rhodes and David Sanders are eligible for re-election.
Having regard to SACA’s strategic objectives and succession planning factors created by the retirements of Ms Rhodes, Messrs Marsh and Sanders, candidates with one or more of the following business-related skills and competencies are expressly sought:
· Superior skills and experience in strategic and technical Accounting and Finance
· Public Policy and Government Relations
· Stadia Operations and Asset Management experience
· Diversity and Inclusion experience
· Technology and Digital experience
· Environment and Sustainability experience
· Business leadership and Strategy development
Other skills and qualifications that would be viewed favorably include:
· Law and corporate governance
· A strong understanding of cricket as a player, administrator, umpire, or coach (or a combination of these); an understanding of junior and female cricket; and experience at either Premier Cricket, State or National level.
General desired business-related skills and competencies of Directors:
Refer to the general capabilities listed in the attached Skills and Competencies Checklist.
General desired personal-related attributes of all Directors
The following personal-related attributes are desired of all Directors:
· Integrity – meeting fiduciary duties and responsibilities, acting ethically, having appropriate independence, putting SACA’s interests before personal interests.
· Collaboration – the ability to work together with other Board members and SACA personnel.
· Effective communicator – the ability to engage and effectively communicate with relevant stakeholders.
· Commercial astuteness – demonstrates good business instinct and acumen.
· Engaged commitment – a willing participant with genuine interest in SACA and its business.
Diversity
The best discussions, thinking and productivity occurs when there is diversity. SACA seeks as broad a field of nominations as possible from across our membership. With regard to gender diversity, the SACA Board has set a participation target of 40 per cent women, 40 per cent men and 20 per cent discretionary.
Commitment
SACA Board meetings are generally held monthly (on the last Monday of each month) but the Board may meet more frequently where and as necessary to undertake its role effectively.
Directors must ensure they are prepared for Board meetings, including by reading and analysing Board papers before meetings. To effectively perform the duties and responsibilities of a Director, sufficient time must be devoted to the role.
Under clause 11.10 of SACA’s Constitution a person will cease to hold office as Director if they are absent from three consecutive Board meetings without the permission of the other Directors.
Board members may be asked to sit on one or more of the Board’s sub-committees. Generally speaking these committees also meet monthly and require a similar time commitment as serving on the Board.
SACA Directors are expected to attend cricket matches played under the auspices of SACA or Cricket Australia in South Australia in a representative capacity.
SACA Directors are not paid board or committee fees for their services as Directors.
