1. INTEGRITY

2. Principle 2: Defining and Evaluating the Role of the Board The board needs to understand and evaluate the role it plays and the way it contributes to the organisation. Principle 7: Understanding and Engaging with the Sporting Landscape The board needs to be aware of the international and domestic sporting environment and position its organisation appropriately.

3. Introduction Vijaya Panangipalli  8 years of experience in governance  Advised boards ranging from FTSE 100s to AIMs to European listed companies on corporate governance issues  Well versed with Companies Law  Fellow of the Corporate Governance and Sustainability International Group (CGSIG)  Member of the Association of Women Chartered Secretaries (AWCS)  Member of European Corporate Governance Institute (ECGI)  Member of European Institute of Governance Awards Limited

4. Learning Outcomes Understanding the role of the board and the board of directors The relationship between the CEO and the chairman Director legal obligations Performance evaluation – practical considerations for sports boards Things a board must do – strategy vs operational Directors’ duty to understand sporting landscape Representing the board and delivering key messages to promote your organisation

5. Role of the Board and the Board of Directors “Coming together is a beginning. Keeping together is progress. Working together is success” The Role of the BoardBoard duties Establish Vision, Mission and Values Leadership Set strategy and structure Control Delegate to manage Compliance Exercising accountability to members Protection responsible to relevant stakeholders Monitoring and Reviewing

6. Understanding the Role of the Board  Ensure compliance with the Law  Maintain proper financial oversight  Select and support the Chief Executive  Respect the role of staff  Maintain effective board performance  Promote the organisation Section 214, Insolvency Act 1986 Directors must exercise the same standard of care, skill and due diligence that would be excised by a reasonably diligently person with: The general knowledge and skill expected of a person having the same functions (objective test); The general knowledge, skill and experience that the director actually has (subjective test). “Always begin with the end in mind”

7. Who is a Director? Director in LawDirector by Name “Any person occupying the position of director whatever name called” incl Volunteers Associate director Executive and non-executive directors Branch director Nominee director Regional director Alternate director Project director Shadow director – “someone in accordance with whose instructions the board is accustomed to act”

8. Group Discussion Write down the top 5 things a board must do

9. Five things a board must do… 1.Familiarising and reviewing the governing documents e.g. articles of association or memorandum of association 2.Having clear understanding of the roles and division of responsibilities as well as having roles descriptions for each board member 3.Collectively reviewing and running a skills audit each year 4.Exercise independent judgement 5.Exercise reasonable care, skill and diligence

10. Director Duties Companies Act 2006 Below are the seven duties that directors will have to comply with 1.Duty to act within powers 2.Duty to promote the success of the company 3.Duty to exercise independent judgment 4.Duty to exercise reasonable care, skill and diligence 5.Duty to avoid conflicts of interest 6.Duty not to accept benefits from third parties 7.Duty to declare interest in proposed transaction or arrangement “The future depends on what we do in the present”

11. Making the right decisions A strong board… Makes strategic decisions as opposed to operational and management decisions Works with the Executive and staff to ensure the decisions of the Board are acted upon Delegates to sub committees, but doesn’t abdicate “Wise directors avoid the temptation to co-manage”

12. Strategic Planning QWhere are we now? QWhere do we want to be? QHow are we going to get there? QHow will we measure success? “However beautiful the strategy, you should occasionally look at the results”

13. Operational vs strategic Effective boards understand the difference between governing and managing; dysfunctional boards do not. Seven Guiding Questions 1.Is it big? 2.Is it about the future? 3.Is it core to our mission? 4.Is a high-level policy decision needed to resolve a situation? 5.Is a red flag flying? 6.Does this effect stakeholders or members? 7.Does the CEO want and need the board ʼ s support?

14. Case Studies

15. Performance Evaluation – Practical Considerations Being familiar with the governing document Reviewing and updating the governing document Being aware of the structure of the organisation Having appropriate information on all aspects of the organisation Having a framework to evaluate, monitor and review the performance that suits best for your organisation Key thing to remember: It allows directors the opportunity to stand back and look at how they work. Fact: The first evaluation of the board, its committees and of each director took place in 1994 and had an immediate and positive impact behaviorally.

16. Clear role description, and demonstrate my understanding of it and my statutory & legal duties as a director. Seek feedback on my own board performance; and ensure we learn and improve as a collective board. Seek external advice as appropriate. Take an active part in effectively engaging and networking with our key stakeholders. Think about emerging trends, future legislation & policy, and sporting developments in order to contribute ideas to strategic discussions. Explore commercial and expansion opportunities for the organisation. Listen actively and sensitively to encourage and understand the contributions and views of my board colleagues, CEO/staff, and all stakeholders. Raise awareness of and champion equality and diversity at every opportunity. Key Behaviours

17. You are Your Board’s Advocate. Are You? Understand who the key partners and stakeholders are Know the sport sector really well Great networks within in sector and outside the sector too Promote the sport nationally and internationally Become the face of the board Apart from performing the legal and fiduciary duties, directors are also expected to:

18. How do Board’s Measure Success? Something to think about… Stakeholder Consultation SWOT – Strengths, Weakness, Opportunities, Threats Board Effectiveness Board Appraisal

19. Questions?