Professor Michael Adams, Professor of Corporate Law, UTS
The Canterbury League Club has embraced this simple principle of Professor Adams and 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
- 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 bankers and suppliers.
The essential elements of our commitments are based on 3 over-riding principles:
Reasonableness - What a person would be reasonably expected to do or act
Transparency - Actions must be able to withstand reasonable scrutiny
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:
- The Duties of Care and Diligence
- The Duty to Act in Good Faith and for a Proper Purpose
- The Duty Not to Make Improper Use of Inside Information or Position
- The Duty to Prevent Insolvent Trading
- The Duty to Act in Good Faith and Loyalty (general law)
- The Duty to Act For a Proper Purpose (general law)
- The Duty to Give Adequate Consideration to Matters for Decision and to Keep Discretion's Unfettered (general law)
- The Duty to Disclose Material Personal Interests (sections 191 and 192 of the Corporations Act)
- The Duty Not to Misuse Club Property
- Duties to Creditors
Code of Conduct
The Board of Canterbury League Club have committed unanimously to a comprehensive Code of Conduct for Directors.
The Code embraces a multitude of issues which will provide direction, encourage responsible behaviour and require absolute commitment from each Director in the performance of their duties.
A person who accepts the office of a Director of the Canterbury League Club accepts the responsibilities of reasonable care, honesty, impartiality, confidentiality and loyalty. These responsibilities include acting collectively to manage the business and affairs of the Club through the Chief Executive Officer.
Among other things, the Code requires each Director to attend a corporate governance training seminar at least every 2 years. Further, that every newly elected or appointed Director must attend such a training session within 3 months of their election or appointment.
During 2006, the Board established an Audit and Compliance Committee comprising Board, management and external representation to continue and support its on-going development of a culture of compliance within the Bulldogs group. This includes our premises at Belmore, Lakemba, Belfield and Bateau Bay.
The role of the Committee is to report to the Board and specifically to:
- Assist the Board in fulfilling its fiduciary responsibilities relating to accounting and reporting practices.
- Ensure the on-going management of an effective internal compliance function.
- Ensure the Club's controls support acceptable operating standards.
- Review the adequacy and effectiveness of the Club's risk management framework.
- Review reports of the external auditor.