Confidentiality key for club directors

OCTOBER 2010
The Official Magazine for the Club Directors Institute CLUBDIRECTOR
Confidentiality:
knowing when
to keep your
mouth shut.

2
CONTENTS
GOVERNANCE 3 Internal Communication and Confidentiality
6 e-Confidential
LEADERSHIP 8 Leadership for the Mere Mortal
STRATEGY 12 Reporting through the Strategic Planning Cycle
GOVERNANCE 17 What is Outstanding Club Governance?
Club Director is proudly
supported by Pigott Stinson.
CLUB DIRECTOR, Issue 27, October 2010
Copyright in this document is vested in Club Directors Institute (CDI) or the original author.
Use by members of the Club Directors Institute as part of the CDI program is permitted. No
other use, citation, reproduction or publication (in whole or in part) is permitted without the
prior written consent of CDI.
Publishers
ClubsNSW, Level 8, 51 Druitt St, Sydney 2000
phone 02 9268 3000
Executive Manager Member Services
and Marketing: Anne Fitzgerald
Editor: Shayne Leslie
Design & DTP: John Hewitt
Thanks to …
Bruce Gotterson.
G o v e r n a n c e
O r i e n t a t i o n
for Board Elections
Embrace good corporate governance
Attract and retain quality board members
Establish good relationships between the board and CEO from the outset
Allow your new directors to hit the ground running
Attracting the right directors is important for the future of your club. Clubs have undergone
tremendous change in the past decade. Complex legal, political and social environments mean
more is being expected of club directors. Governance Orientation is designed to give people who
are planning to nominate, who are new to the board or who are standing for re-election insight into
the capabilities expected of a club director and an important overview of club operations and law.
Governance Orientation is offered online for $29 or if you prefer face to face in your club, please
contact Scott Tutton on 02 9268 3023 for a quote.
Governance Orientation Pack (previously known as the Pre-nomination Pack) is available for $99.

3
Nothing could be more frustrating! Supposedly confidential information
discussed at a board meeting has been leaked to staff, members or others.
The club struggles to maintain confidentiality while some directors feel it is
their duty to “inform” members about what the board is planning.
Meeting Responsibilities in a Regulatory
Environment
Many CDI members will know from completing
the Director Foundation and Management Collaboration
course that directors are expected to meet an
increasing range of obligations amidst commercial
and legal expectations of their actions. The legal
responsibilities that directors face underpin
good corporate governance practice under the
‘fourth pillar ’ of John Carver ’s Governance Policy
model (1. Strategic planning; 2. Board and CEO
relationship; 3. CEO limitations; and 4. Governance
processes).
The Australian Securities and Investments
Commission (ASIC) has stated that there are five
foundation legal responsibilities for directors when
considering governance processes and the fourth of
these legal foundations relates to confidentiality:
4. Not improperly use information you obtain as
a director to gain an advantage for yourself or
someone else or cause detriment to the company.
by Shayne Leslie
Member Services Manager, ClubsNSW
u
GOVERNANCE
Internal Communication
and Confidentiality
Confidentiality
On induction by the club, it is crucial that directors
are made aware that internal operational issues
and board discussions should never be disclosed
to a non board member. All club operational
information provided to board members remains
the property of the club, not of the director. All
dialogue, written and spoken, from board meetings
must remain strictly confidential.
This instruction to board members is enshrined in
two pieces of legislation; Section 183 Corporations Act
2001 and Section 47HA (2)(i) Registered Clubs Act 1976.
In layman terms, that means if you walk from the
board room into the bar and proceed to tell your
friends about what just happened then you are
breaking the law. However, there are some critical
effects that can put yourself and your club in
jeopardy.
Here, we look at several ways clubs plug the ‘leaky
board’ while keeping the members well informed.
But why are some things confidential?

4
When confidentiality goes out the window
Non-profit board members often acquire, maintain,
and use confidential information. More often
than not, this information is gained in the board
room but it can be gained through other types of
communication as well (e.g. email and phone calls).
The personal information of employees (including
the CEO), members and commercial partners is
also protected by privacy legislation and must be
protected by the club and its directors.
Confidentiality is there as it may be necessary:
• for the best interests of the club
e.g. impact of legislation on club employment or
the introduction of competitive strategies
• because disclosure of the information could
cause injury to individuals
e.g. citation of a member that may affect their
employment
e.g. discussion of someone’s employment to a
non-director is an invasion of privacy
• because disclosure of the information could
cause injury to other businesses
e.g. diversification strategies impacting on a
local business.
It is not up to the individual director to determine
what is and is not confidential. Even though board
members are volunteers and may not be paid, they
have been placed in a position of trust and it is their
fiduciary responsibility to honor the club’s need to
keep certain information confidential.
Leaky boards often have a detrimental effect on the
club’s reputation. In business dealings, a director
who discloses confidential information could
impose a financial liability on the club if the club
was legally required to maintain confidentiality.
Culturally, leaky boards can cause tension between
staff and management or CEO and board relations
creating a poor atmosphere for club members.
Maintenance of confidentiality is also critical to
prevent the corrosive effect breaches of board
confidentiality will have on a board’s deliberative
process and the trust and confidence directors have
in each other.
Internal strategies to increase confidence
GOVERNANCE ORIENTATION sessions
When a club conducts a governance orientation
session, it allows aspiring directors to be better
educated on the significant responsibilities,
including confidentiality, that are associated with
the director role. There are generally two steps to a
governance orientation session to be completed by
the nominee:
1. Completion of the governance orientation
online course and quiz; and
2. Attendance at a face-to-face session held at
the club by a club spokesperson covering
expectations and time commitment of a
director, board culture and discussion of the
board charter, organisations the club supports,
introduce the CEO, levels of decision making,
professional development expectations and
overview of the club’s operational areas.
Contact ClubsNSW for more information on
governance orientation sessions.
Letter of appointment and signed agreement
Consider a letter of appointment for new (and
existing) directors. The letter could include
an outline of the board’s policy in regards to
confidentiality and repercussions for failing to
remain confidential.
While effective enforcement of a club’s
confidentiality policies with respect to misuse of
confidential board information may be difficult, the
existence of the policy serves two other important
purposes – education of all of the directors as to their
confidentiality obligations and creation of a Code of
Conduct that should have significant moral suasion*.
Communication plan
Decide early on in board matters how the
communication is to be handled and by whom. This
means going through the process of identifying
potential problems or issues and implement
strategies to manage them. That gives directors
an ‘out’ when they are waylaid in the bar. Without
looking unfriendly, a director can provide an answer
to a member without breaching confidentiality.
Consider the following common scenario:

5
Setting: Director Dan emerges from the board room and walks into the bar …
Member Mike: Sitting at the table of knowledge, sees Director Dan approaching).
“Hey Director Dan! What’s the news on the contract caterers? Are we getting rid of them
or what?”
Director Dan: “Member Mike! Mate, you’ll have to ask Chairman Charlie about that one!”
Member Mike: “Didn’t you just have your board meeting? C’mon! You can tell your old mate. Remember, I voted
Spokesperson for the board
Different situations require a different
spokesperson. However, when it comes to board
matters it should be the chairperson. Although the
CEO should respond to the vast majority of issues
facing the club, it is the chair ’s responsibility to
maintain board confidentiality.
One spokesperson for the board means that there
is one agreed story coming from the board rather
than 7, 9 or however many directors are on the
board. It won’t stop members speculating amongst
themselves and prying for further information to
get the ‘edge’ on the latest gossip, but it will protect
the club’s business in a competitive environment.
Eventually, the members will get used to the fact
that the directors won’t talk and confidence in the
board will actually increase as a result.
Member news
This idea features a member newsletter (not to
be confused with the club’s entertainment and
promotional newsletter). The member news is a
status report on the strategic direction of the club
for members. There need not be too much detail
and it can act as an engagement tool for all those
good news stories or industry stories that don’t
seem to get a mention elsewhere.
*Moral Suasion: A persuasion tactic used by the board
to influence and pressure, but not force, directors into
adhering to policy, or encourage or discourage particular
behaviour without formal actions such as laws or
regulations.
for you.”
Director Dan: “Yeah, I appreciate your support. Best you chat to Charlie, eh. He’s your spokesperson, didn’t
you know?”
Member Mike: “Well, what about CEO Sally then? What’s the news there?”
Director Dan: “News?”
Member Mike: “I heard she was quitting. General Manager Gerry has his eye on that role.”
Director Dan: “Seems you know more than I.” (Director Dan then changes the subject).
“Tell me Mike, how’s that landscaping business of yours coming on? I heard you were doing Mrs
Morris’ garden…”
Member Mike: “Yeah ... ” (Conversation continues on with Director Dan steering the conversation away from what
happened at the board meeting).

6
Are email communications between directors
or for that matter between the club and
directors dealing with club business subject
to usual rules of confidentiality? This question
was raised at a recent CDI seminar. The
answer is, ‘yes’.
The law imposes on directors of companies
- and almost all clubs are companies - a duty
of confidence, which includes an obligation
not to disclose the deliberations of the board
room unless they were otherwise published to
members of the club with the authority of the
board.
The release of confidential information to persons
who are not directors may have serious adverse
consequences for the club.
The law imposes upon anyone who becomes
a director a fiduciary duty to use confidential
information coming into their hands by virtue
of being a director only for the purposes of the
corporation.
The Corporations Act makes it clear that directors
may face severe penalties if they disclose
confidential information (that they have received
only because they are directors) to persons who
are not directors and which causes detriment to
the club.
e-Confidential
by Bruce Gotterson, Partner, Pigott Stinson
It is very important to note that this obligation
continues on after a member ceases being a director
of the club - it does not stop with resignation or
retirement from the Board.
Section 183 of the Corporations Act provides:
Use of information—civil obligations
Use of information—directors, other officers and
employees
(1) A person who obtains information because they are,
or have been, a director or other officer or employee
of a corporation must not improperly use the
information to:
(a) gain an advantage for themselves or someone
else; or
(b) cause detriment to the corporation.
Note 1: This duty continues after the person stops
being an officer or employee of the corporation.
Note 2: This subsection is a civil penalty provision
(see section 1317E).
(2) A person who is involved in a contravention of
subsection (1) contravenes this subsection.
Note 1: Section 79 defines involved.
Note 2: This subsection is a civil penalty provision
(see section 1317E).

7
There is little doubt that the use of email as a form
of communication between a club and its directors
and between directors themselves will increase
over time. All the information made available to
directors at each Board meeting can be scanned in
and sent to directors by email.
So it is very important that the club have a form of
security limiting access to the emailed information.
Section 183 extends to persons involved with
breach which may be simply allowing access to
others who then use the information to cause harm
to the club.
The fundamental point here is that confidential
information must be protected and access limited
only to those persons that are directors of the club.
A suggestion here is to ensure that all directors
have access to a club email address rather than a
UPCOMING COURSES
personal email address; e.g. a director at Flat Rock
Creek Club may have an email such as director1@
flatrockcreekclub.com.au or the president may have
president@flatrockcreekclub.com.au. Policy can be
drawn up around the security and use of the club
email address and such things as remote (or home)
access to the club email.
The reality is that there is probably an increased
risk of disclosure of information by using email. For
example, sending an email to the wrong address or
incorrectly attaching information to an email.
Therefore, clubs need to be very careful on the
use of email as a form of communication between
the club and directors and between directors
themselves.
Governance Orientation for Board Elections & Finance for Club Boards
Tues 16 – Wed 17 November Laurieton United Services
Mon 6 – Tues 7 December The Epping Club
Strategic Planning & Market Profiling
Wed 10 – Thurs 11 November Shellharbour Workers Club
Wed 8 – Thurs 9 December The Epping Club
Club Leadership in Action
Thurs 18 – Fri 19 November Laurieton United Services
2011 dates released soon.
Governance Orientation for Board Elections (90 mins)
By appointment. Call Scott Tutton on 02 9268 3023.

8
LEADERSHIP
for the mere mortal
Why is that when we see a ‘leadership’ course most of us inwardly groan at the prospect of
attending? It’s way too hard for most of to get to any class, but a leadership class?
That requires hard work of a very different kind.
from the ClubsNSW Club Leadership in Action course by Shanye Leslie, Member Services Mananger
& Scott Tutton, Training and Development Coordinator

9
Here are four common fallacies about leadership
which will be investigated and how we can get a
handle on improving our personal leadership and
our club:
1. Leadership is born not made Wrong!
2. Leadership is something that others Wrong!
(i.e. not me) do from the front
3. Leadership is all about feelings Wrong!
4. What makes a leader is indistinct Wrong!
and vague
Fallacy 1: Leadership is born not made
We’ve all heard of the stories about how someone
stepped up and became a leader. You may have
even heard someone make the comment, “a
born leader.” However, leadership traits are not
necessarily hereditary. They are skills that can be
learned and refined.
Let’s break the ‘born leader ’ down for the mere
mortal and look at the skill of listening. Listening
is a skill at which some are naturally good whereas
others need to practice. The ‘born leader ’ may
appear a natural listener whereas someone who is
argumentative or inattentive may not garner the
same type of leadership support.
Listening is a skill that is important as board
directors need to build and maintain ongoing
consultative relationships with key club
stakeholders both internally – for instance,
members and senior managers – and externally –
for instance, the local community and government.
Leaders are highly effective and proactive in
establishing and maintaining a large number of
strategic relationships with a range of key internal
and external stakeholders.
An important part of stakeholder consultation is
listening. Some key skills to practice listening are:
• Act like a good listener
• Look at the other person
• Use your eyes pick up the non-verbal signals
• React to the speaker by sending out non-verbal
signals.
• Use expression in your face and nodding
• Stop talking but use receptive language... “uh
huh, I see, oh really!”
• Concentrate on what the speaker is saying
Born leaders also appear committed to their task.
Again, this can be broken down into a skill that
can be cultivated and practiced. An aspect of
service leadership is demonstrating dedication
and enthusiasm for the club’s mission (reason
for existence) and values (the manner in which
it operates) which are particularly highlighted in
a club’s community engagement. A leader will
consistently demonstrate a strong commitment to
the club’s mission and values as well as the Club
Code of Practice in every aspect of behaviour and
is a recognised advocate for promoting increased
understanding of and ensuring adherence to club’s
mission and values.
Fallacy 2. Leadership is something that others
(i.e. not me) do from the front
Leadership is not something that is necessarily
done from the front; it can also be done from
within without supplanting leadership at the front.
If we compare leadership to a game of football (the
round-ball game), the striker scores the goals and
gets the glory but, without the rest of the team
and coach, there wouldn’t be a game. The leader is
the person with the ball at any given moment and
it is also the player with the vision – so there are
two leaders on the field at a minimum. The other
players support until the next moment of play
when everyone’s leadership role changes instantly.
Let’s break this fallacy down and see what it
might look like by looking at the leadership role of
mediator. Working effectively with board colleagues
and stakeholders, even when people have disparate
views on issues, is crucial to the success of the
board. To be a leader in fostering collaboration you
need to be highly confident when confronted by
opposing viewpoints and a person others defer to
in difficult situations. Fostering collaboration also
means bringing parties together on issues.
We’ve all seen situations where different people with
different goals and needs have come into conflict.
The fact that conflict exists is not necessarily a bad u

10
thing; as long as it is resolved effectively it can
lead to personal and professional growth. Effective
conflict resolution skills can make the difference
between positive and negative outcomes.
Another aspect of leading from within is in leading
for change, which takes a special type of leader. This
is not referring to change management theory, but
instead being the type of person who can recognise
a need for change and see the way towards it.
Identifying and encouraging innovation and
best practice methods to benefit the club is a key
component to the continued existence and success
of clubs in an evolving operating environment. A
leader will have successfully championed a number
of new practices that have resulted in significantly
improved performance for the club and be
recognised as an innovator by others.
Continuous improvement also involves promoting
and supporting professional development
amongst others within your club. A leader in this
area personally models commitment to ongoing
personal and professional development and is
recognised as an advocate of continuous learning.
They set and maintain clear performance standards
for themselves and others.
So you can see that everyone has a leadership role
to play in their particular position.
Fallacy 3: Leadership is all about feelings
Learning about leadership can be uncomfortable
as we interrogate some of our personal behaviours
CLUB DIRECTOR, Issue 267, JOucnteo b2e0r1 20010
to ensure we can improve our skills. The concept
of leadership has evolved over time and taken
on many different forms. This can be seen in the
definitions of leadership over the last 80 years
from the ‘Lone Ranger ’ style of leader towards
leadership which motivates and coordinates a
team-based approach.
Traditional leadership models are becoming less
relevant as the emerging workforce is highly
’connected’, educated, has different priorities in
life and is very willing to challenge the status quo.
Leadership is moving towards being recognised
as a ‘collective’; contemporary organisations
often require staff and stakeholders to provide
input on setting direction, creating alignment on
organisational goals and gaining commitment.
Technology has also played a major role in
leadership. It has changed the way that knowledge
and information is viewed and disseminated.
Leadership today is about learning, acquiring
and practicing skills. There is no detailed list of
what makes an effective leader because the skills
required will vary depending on the needs of the
situation. While research into leadership produces
varying lists, it is generally accepted that effective
leaders tend to have worldly intelligence, social
maturity, motivation to achieve, self-confidence and
communication skills.
To assist board members, ClubsNSW has developed
a Capability Framework that identifies the various
capabilities in high performing boards. Leadership
is demonstrated in all facets of the Capability
Framework (see table below).
Service Orientation Demonstrates exemplary service by actively engaging with members, staff and the
community and responding to their needs.
Influence and Collaboration Actively works with members, staff, board colleagues and the community for the
benefit of the club.
Commercial Orientation Ability to set a strategic direction and ensure long-term financial viability.
Operational Governance Taking responsibility for good corporate governance of the club on behalf of
members and staff.
Continuous Improvement and
Evolution
Committing to continuous professional development to align capabilities with the
evolving club environment.

11
Fallacy 4: What makes a leader is indistinct
and vague
Looking at the other fallacies, it becomes clear that
leadership is not an indistinct and vague subject.
However, like all topics we know little about (think
quantum physics or dancing) it is indistinct and
vague until we spend time in developing our
understanding.
Yes, some people are naturally good at leading
– but this is the same for football, physics and
doing the fox-trot. Those who aren’t so naturally
good need to practice the skills. It brings to mind
the difference between professional athletes and
amateurs. Amateurs practice until they get it right
while professionals practice until they never get it
wrong. Professionals will also spend time correcting
poor technique and are always learning – even
swimmer, Ian Thorpe, at the peak of his career had
a coach and kept on improving his technique.
In summary
So it’s time to take a new look at leadership. It’s
comforting that we are able to break the concept
down into chunks and practice different facets of
leadership knowing where we naturally excel and
where we need support.
The Club Leadership in Action course, which forms
part of the Certificate IV in Governance, addresses
key areas of leadership and how each individual
director contributes to board leadership.
It is a unique course as it presents leadership in
the context of performing as board members. The
framework is taken from ClubsNSW Capability
Framework, which participants will have an
opportunity to complete at the close of the course.
The framework demonstrates the many and varied
aspects of leadership to which directors aspire.
The Club Leadership in Action course will be
held over two days, Thursday 18 and Friday
19 November at Laurieton United Services.
Contact Shayne Leslie on 02 9268 3019 for more
information.
FINANCE
FOR
CLUB
BOARDS
The free online module of
this course for CDI Members
Ends 31 December 2010.
To activate your free course or
for information on setting up your
club’s online account please contact
the Member Enquiries Centre.
1300 730 001
Watch for ClubsNSW Governance
courses in your region that will help
with your online training modules.

12
REPORTING THROUGH THE
STRATEGIC PLANNING CYCLE
by Shayne Leslie
Member Services Manager, ClubsNSW
Without a strategic plan, there is nothing
meaningful for the CEO to report against
to the board. On the other hand, without
the right types of reports, there is no way
for directors to measure the success of
the strategic plan or make modifications
as required. The quality of management
reporting is contingent on the quality of the
strategic planning. The quality of strategic
planning is contingent on the board.
Quality management reporting will assist in
guiding boards as to the decisions they should be
making at a corporate governance level and the
decisions that should be made at management
level – the tactical and operational decisions. To
look at reporting in more detail, let’s first do a
quick review on the different levels of planning
and who is responsible for what (summarised in
the table below).
Reporting is a formal way to manage the
information flow. As we know, information is
everywhere cluttering our daily lives. To make
good decisions, we need to sort between the
reliable information and the garbage. We need to
sort through what can be supported by evidence
and figures and what is merely gossip, innuendo
or speculation. Quality reporting also is devoid of
as much ‘noise’ as possible. Directors will want to
consume information in a way that enriches their
understanding of a topic while allowing them to
easily utilise it for decision making and monitoring.
It is a fine line and an art to get the balance right –
and that is why it is OK to ask for more information
at the boardroom table.
There is one more important fact directors need to
know about the information flow. The information
flow is hierarchical in structure; it isn’t a wafty,
indistinct nebula in space. Rather, it is stepped and
Vision
Mission
Values
Objectives
Strategies
> Strategic plan >
Board and CEO
responsibility
Actions to realise
strategies
> Tactical plan >
CEO and Management
responsibility
Day to day operations > Operational plan >
Management and staff
responsibility

13
in direct line with the level of decision making.
That means, for example, operational information
belongs to the operational level of responsibility.
When we view reporting as managing the
hierarchical information flow in a way that
supports decision making and monitoring, it
becomes clear as to what needs to be reported. A
visual illustration of the reporting cycle against
the levels of responsibility can be seen in the
diagram below.
You can see that the three plans link together and
the intersecting points are the responsibility of the
CEO and Managers. A small club will still have the
three links but the CEO will usually be looking
after the tactical and operational plan.
We will demonstrate quality reporting and
managing the information flow through a fictional
club called the Jigadee River Club.
CEO reports to the board
on the success of the
tactical plan and barriers
to success against
strategic objectives.
Formal reports are
written including
alterations to the
strategic plan and
finances.
Management report to
the CEO on the success
of the operational plans
and barriers to success
against tactical
objectives. Formal
reports are written
including alterations to
the tactical plan and
finances.
Jigadee River Club
Jigadee River Club is a medium sized club situated
in south-west NSW. It has a board of directors,
a CEO, an operations manager, a gaming & bar
manager and 42 general staff. The board and CEO
of Jigadee River Club have decided their strategic
vision is ‘to bring enjoyment to peoples’ lives safely
and whilst being sustainable.’ One of their objectives
in realising this vision is to ‘have the highest regard
for all people through our diligence in security,
occupational health and safety, building maintenance
and training.’ There are a number of strategies to
achieve this objective.
To orientate yourself against the visual illustration
of the reporting cycle above we are at the area
that gives the instruction, the CEO reports to the
board on the success of the strategic plan and barriers to
success. To ensure that the board is monitoring the
Strategic Plan
BOARD
CEO
Tactical Plan
MANAGERS
Operational Plan
Changes to the strategic
plan are communicated
to the CEO by the board.
The strategic plan
informs the tac$cal plan.
If there is no strategic
plan there will exist a
tac$cal situa$on that will
be haphazard with poor
results.
Changes to the tac$cal
plan are communicated
to managers by the CEO.
The tactical plan informs
the operational plan. If
there is no tactical plan
operational costs will get
out of hand and there
will be a lack of
accountability.
The opera$onal plan is
communicated to staff
by the managers.
Staff report to
management daily and
weekly on the success of
the operational plan and
and barriers to success.
STAFF

14
CEO’s performance in realising this objective and
receiving quality information, the CEO reports
against the objective. The entry on the CEO’s
report for Objective 5 for the month of September
2010 is in the table below.
To be able to write a concise report such as this,
the CEO needs to get quality information from his
managers and decide what is relevant to board
decision making and what is not. This can be
a very tricky business! If there is a lack of trust
between the board and CEO then there can be
suspicion to the detriment of the club business
and a ‘board doctor’ may need to be called to get
things working better. But that is another story…
back to the reporting.
Let’s look at Strategy 2: Look at our responsible
service of alcohol. In realising this strategy, which, in
turn, will help realise the objective which will help
realise the vision, the CEO would involve working
on a tactical plan with the gaming & bar manager
who would report on the strategy’s progress
during their regular meeting with the CEO. See
the example 'Gaming & Bar Manager Report for
July’ on the next page to understand how the
gaming & bar manager may report their minutes.
Jigadee River Club CEO’s Strategic Plan Update – September 2010 - Confidential
VISION: To bring enjoyment to peoples’ lives safely and whilst being sustainable
Objective 5: Have the highest regard for all people through our diligence in security, occupational health and safety, building
maintenance and training.
Strategy Current action Notes
Ensure all compliance and security
Currently putting all staff through OH&S
training is up to date for staff by August
online training
2011
Look at our responsible service of
alcohol processes and procedures
Currently putting all bar and functions
staff through RSA online training.
Have formed a staff RSA committee to
discuss recommendations for improved
crowd control on Live Rock nights. See
report attached to this update for initial
recommendations
Budget request from RSA committee –
see attached report
Review all clearance, banking opening
and closing procedures by August 2011
No action as yet
Screen all cash-handling and finance
staff
No action as yet
Conduct an independent maintenance
check by November 2011 and create
an asset and maintenance strategy by
including staff training February 2012
Talking to a number of compliance
companies to review maintenance and
assets with the view to releasing a tender
for the project in January 2011
Initial budget forecasts around $23,600
for the project due to the age of the site
and some assets
Improve lighting and remove
obstructions in car park and external
areas by December 2011
Would like to include in above project
tender for cost efficiency so finish date
may need to be re-evaluated
Finish date – February 2012
Review Member Code of Conduct and
enforce with formal member disciplinary
hearings
Conduct committee met for the first time
in August. Minutes and report attached
to this update
See attached report
Work closer with liquor accord, local
police and other agencies to keep up on
current activity
Meetings with Area Constable in
November ahead of accord meeting in
December

15
Gaming & Bar Manager Report: 5 – 9 July
ACTION: Look at our responsible service of alcohol processes and procedures
• Looked a number of options for refresher training in RSA and went with the online RSA training. Currently
rostering staff to come in 1 hour earlier to complete the training in-house. Course costs plus extra wages cost
comes out at $35 per person (in-house course was $165 per person plus wages).
• Set up the learning system for RSA training. It will begin in 3 weeks time with bar and functions staff.
• Attended a seminar in June about alcohol-related violence. Since then, I have formed an RSA committee
which is made up of 4 staff members (Sarah Jacobsen, Linda Frolley, Scott Peterson and Anthony Lindles) and
managed by me. Staff attend voluntarily (at the moment).
• First meeting of RSA Committee. Initially, we are looking at ways we can reduce alcohol violence on Saturday
band nights. Our initial recommendations include using plastic cups, better queue management, dedicated staff
on till to look for signs of intoxication, and limit numbers into the club through pre-purchase of tickets and limited
number on sale on the night. I will write up as a board report for September meeting.
• We may need a budget for some of the RSA Committee ideas. Cost / benefit analysis may be helpful (although
I may need some assistance).
Look at the difference between the gaming & bar
manager’s report and the report given to the board:
• The board update is much more concise – it
summarises the activities relating to this strategy
occurring over the past month
• The ‘noise’ has been removed (such as staff
members’ names, day-to-day tasks) – board
members don’t need this information to make
strategic decisions
• The board update is supported by a fuller report
on the request for funding in support of ideas as
this will affect the budget
• There is no operational information provided –
board members are not involved in the rostering
of staff or any other day-to-day running of the
club.
Board issues new instructions to the CEO
When presented with new information as the result
of reports, the board may need to change direction
or prioritise other aspects of the strategic plan.
For example, let’s say at the same board meeting at
Jigadee River Club a few critical aspects regarding
RSA have been reported:
• The CEO reports that an ‘incident’ has been
marked against the club (see Liquor Act 2007)
• More than 75% of disciplinary charges against
members in June were alcohol related
• During June, around $5,400 in damages was
accumulated in the club through drunken
behaviour
• Member satisfaction in safety and security at the
club is ranked low.
Clearly, the reports do not suggest that the club’s
vision or objective are being realised. The board
may issue an instruction to the CEO to reprioritise
strategies to investigate and rectify the current
situation with regards to alcohol violence. And here
comes another tricky bit. Issuing an instruction of
this type at a strategic level means there will need
to be changes at a tactical level. For example, to
achieve the objective the CEO may decide to:
• Cancel band nights until new RSA management

16
procedures can be introduced,
• Increase the price of drinks to dissuade gross
consumption,
• Conduct research into reported problems,
• Introduce member-only events and
electronically scan all member cards ...
... and so on. These are tactical decisions to support
the strategic decision. Strictly speaking, the board
has employed the CEO to carry out these tactical
tasks without board interference, so be careful
on how instructions are given! However, a CEO
who enjoys a good relationship with the board
All prices shown are CDI prices and are inclusive of GST. For more information about these resources, call the
Members Enquiries Centre on 1300 730 001.
will discuss different options before going out and
changing things as each change affects other areas
of business.
Once options are discussed, the CEO should be
confident that they can proceed without interference
by the board. Actually, it is the CEO’s right to proceed
without interference from the board. The CEO will
draw up a tactical plan with their managers, who will
report back to the CEO on the success of the tactics.
At the next board meeting, the CEO will issue a report
on the progress of new measures being instigated.
And so the cycle begins again.
RESOURCES
Governance Orientation Pack (previously known as the Pre-nomination Pack)
Includes all you need to run a successful information session from information posters &
flyers to workbooks and online courses.
$99 per pack
Club Industry Guide: Governance and Compliance
This is the comprehensive & plain-English guide for directors and CEOs in NSW
registered clubs.
Available in print $99, USB $33
or download (free for members).
Director Foundation & Management Collaboration Workbook
This will assist you in completing Director Foundation online course. Also available:
Finance for Club Boards.
$39 each
Capability Framework Assessment CD Rom 2009 Edition
Completing the assessment will help you identify your individual and collective board’s
strengths, needs and the areas you as a director might want to develop through further
training.
$99 per pack
Board Meeting Agenda Template and Yearly Calendar of Operation CD Rom
This CD Rom provides helpful example templates for board meeting agendas, board
minutes and a useful calendar of board operation.
$99 each

17
by Kate Stead
ClubsNSW Events Coordinator
The ClubsNSW Awards for Excellence category of Outstanding Club
Governance and Innovation has had a makeover. Here we look at the
questions, some hints on responding and why entering this category is
more than just about winning.
Sound systems and processes that meet good
corporate governance expectations means more time
and resources can be spent by the club on creatively
meeting emerging community needs. Entering the
ClubsNSW Awards for Excellence in the Outstanding
Club Governance and Innovation category is a good
opportunity to conduct a self-audit on the board’s
understanding and performance in governance. The
questions have been re-shaped to match the John
Carver model of Governance Policy, which is a good
model to start with for understanding corporate
governance. Carver recommends that the board
should develop four areas of governance policy: the
strategic plan, board and CEO relationship, CEO
delegations and governance process.
Let’s look at the new questions and how you might
respond. Remember, this is intended as a guide so
treat the suggestions as just that - suggestions. Whe
it is time to prepare your responses, you may have
different aspects of your club governance to highlight.
Strategic Planning
Describe how the board and management manage
the strategic planning cycle to ensure the success of
objectives/goals of your club.
u
what is …
OUTSTANDING
CLUB GOVERNANCE?
Key words in this question are strategic planning
cycle, not just the plan itself but looking at how
the plan is designed, implemented, monitored
and reviewed. So a good response here would
comment on the holistic process of strategic
planning. Does your club engage in an annual
strategic review and who does this involve; how
is the plan realised through tactical and operational
plans and how are these monitored through
the reporting process; is there a clear decision-making
demarcation between board and
management; and how is success (and barriers
to success) measured?
Planning is not an exact science, so the emphasis
in this question is not on realising and carrying
out a perfect prediction of future events. What
the judges are looking for is how the board and
CEO get the three levels of planning to work
together and recognising that clear reporting is a
key part of linking the plans together. In fact, an
objective that went ‘south’ and required intervention
and a re-assessing of the strategic plan may be a
perfect showcase of how board and management
manage the strategic planning cycle.

18
Describe how the board and management monitor key
factors which may impact on the success of the objectives/
goals of your club.
The hint on the question paper makes this easier
to answer. It asks you to include in your answer
consideration of the following; member needs,
guest and community needs, internal environment
and resources and the external environment. As
the first question is asking you to analyse your
internal strategic mechanisms, this questions looks
at your ability to understand and interpret the
environment in which the club operates. This will
include considering various driving forces that
may stem from global, national and state/territory
issues, changes in the club and hospitality industry
knowledge of your club’s competitors.
A good response here will include all four areas
that are recommended:
How membership statistics 1. are monitored and
reported (retention, satisfaction, churn, etc)
2. How community entertainment and leisure
needs are assessed
3. What type of internal checks are conducted
(e.g. return on investment in marketing or new
products)
4. What is going on in the wider community
(demographics, socio-economic change,
lifestyles, etc).
Board and CEO relationship
Describe how your board and chair manages the
relationship with the CEO.
Firstly, this question is asking you to demonstrate
that the role of the CEO is documented including
delegations, a definition or description of the
CEO role, how the board will monitor the CEO’s
performance and the CEO’s compensation.
Another aspect of managing the CEO is ensuring
there a healthy relationship between all governing
parties and that a process is in place to manage
altercations. This includes a process for the board,
and particularly the Chair, to ensure that the
board are behaving and operating in a way that
encourages a healthy relationship with the CEO.
As Todd Greenberg, CEO, The Bulldogs, stated,
“Boards need to do whatever they can to ‘step
up’ as there is a different breed of CEO coming
through. Managers, today, are professional,
educated and get ideas from around the globe.”
Describe how your board monitors the success of the
CEO in realising the strategic plan.
At first glance, this question seems similar to the
first Strategic Planning question. However, this
question asks you to go into detail on the operation
of the board and to respond about the level of
planning that is appropriate for the board (being
the strategic level). Does the board stay in touch
with the broader environment so they can ask
intelligent questions when monitoring the strategic
plan; do they understand how the financial
objectives fit with the strategic plan; how does the
board ensure solvency whilst the strategic plan is
being implemented; and what are the specific key
performance indicators that the board have set for
the CEO?
Governance Processes
Carver recommends six policies to be documented
under Governance Processes:
1. Governing structure (the way the board does its
job and its approach to governance)
2. Board job description
3. CEO’s role (what aspects of the board role does
it delegate)
4. Code of conduct
5. Committee principles
6. Cost of governance (value of the board to the
organisation and investment in education).
We have picked out two aspects of Governance
Processes in the following questions.
Describe the board and management’s reporting cycle
and how it ensures there is appropriate accountability to
members for the actions of board and management and
use of club resources.
This question looks predominately at the
governing structure and reporting to the members
rather than internal reporting. To be outstanding
in this section requires reporting more than what
is legislated (e.g. quarterly financial statements

19
Nomination Packs are now available.
Express your interest.
www.clubsnsw.com.au/events
or call Kate Stead on 02 9268 3045.
Ad AFE FPC 0910.indd 1 17/08/2010 9:07:58 AM
and annual report). Are your members aware of
your current strategic objectives and how do you
let them know about the strategic plan’s progress;
how do the members know how to nominate
for the board and what type of pre-nomination
information is given; how does the board manage
confidentiality and who is the spokesperson for
the board; and is there a feeling of confidence and
transparency in the club in the way the board does
its job.
Describe how individual directors are held accountable
for their personal contribution to the board and how
board members constantly improve their individual
directorship skills.
The Chair gets a specific look-in on this question.
The way the Chair manages and leads the board
will determine how individual directors are held
accountable for their personal contribution. This
question is to do with the cost of governance;
the value of the board to the organisation and
investment in director education.
Firstly, ask yourself if there is an induction process
for new directors which covers expectations on
professional development and the code of conduct;
and what role does the Chair play in the induction
of new directors and ensuring they can contribute as
early as possible. Next, does your board have a code
of conduct and how is it put into operation; what
role does the Chair play in managing the behaviour
and contributions of individuals; and how are
breaches investigated and broached.
Finally, the question asks you to be clear
about your board’s approach to professional
development. Being a member of an organisation,
such as the Club Directors Institute (CDI), isn’t
enough on its own. What the judges need to see is
the detail on participation in, and actions leading
on from, director training as well as appropriate
budgeting for director training.
Innovation
Describe one example of how good corporate
governance within your board’s systems and
processes, has resulted in the introduction of an
initiative that has benefited your club’s members,
or broader community during the period 1 July
2009 to 30 June 2010.
An example of innovation would be something
like a strategic planning session that led to the
identification of new revenue opportunities or
the introduction of a board charter to increase
governance transparency to members. Your
club may have found an innovative way to
use a committee or have attracted new board
members through an innovative succession
planning scheme. There are many innovative
ideas presented through CDI in leadership, board
assessment, sustainability, community engagement
and so forth.
For further information on the ClubsNSW Awards for
Excellence or for advice in entering a submission, please
contact Kate Stead, Events, ClubsNSW on 02 9268 3045.
Nomination Packs
are now available.
Express your interest
www.clubsnsw.com.au/events
or call Kate Stead on
02 9268 3045

20
ClubsNSW has released its
Certificate IV in Governance*
training and is inviting
Club Directors and Senior
Managers to enrol in this
unique and affordable
program now.
Essential
for every club.
There are five courses available in the ClubsNSW
Governance Program.
Director Foundation
& Management
Collaboration
Core
IPART
Recommended
Finance for
Club Boards
Core
IPART
Recommended
Strategic Planning
& Market Profiling
for Clubs
Elective
Club Leadership
in Action
Elective
Risk Management
& Contracts
Elective
Courses are offered face to face, online or a
combination of both (blended).
Complete one, two or all courses in your own
time, at your own pace – it’s your choice.
To find out more or to enrol, contact
Shayne Leslie or Scott Tutton on
1300 730 001
or visit
www.clubsnsw.com.au/education
*BSB40907 Certificate IV in Governance is awarded on
attaining competency in assessment materials. Statement
of Attainment is available for individual courses on attaining
competency in assessment materials.

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