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critical changes facing clubs

critical changes facing clubs. Presented to you by:. Introduction of speakers. What will we cover today? Panel Discussion. Stage Two of the reforms. What is the new legislation?. Registered Clubs Amendment Act 2003. Registered Clubs Amendment (Accountability) Regulation 2004.

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critical changes facing clubs

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  1. critical changes facing clubs Presented to you by:

  2. Introduction of speakers. • What will we cover today? • Panel Discussion. • Stage Two of the reforms.

  3. What is the new legislation? • Registered Clubs Amendment Act 2003. • Registered Clubs Amendment (Accountability) Regulation 2004.

  4. Wheredid it start? • Appointment of the Honorable Grant McBride to the position of Minister for Gaming & Racing. • Briefing by the Director General of the Department of Gaming & Racing to address the following: • Accountability and transparency; • Reporting procedures; • Attempts by private companies to take over the operation of clubs for their own gain. • Minister set up an industry task force to bring forward a package of reforms.

  5. Where did it start? The Club Industry Task Force was formed in August 2003 comprising: • ClubsNSW; • CMAA; • Services Clubs Association; • The NSW Bowling Association; • The Leagues Clubs Association of NSW; • The LHMWU; • The Department of Gaming & Racing; and • Members of the Minister’s own staff.

  6. Where did it start? • The aim of the Task Force was to develop a set of recommendations that would clearly identify and articulate what is expected of the club industry in NSW in the future. • Government has said that if the legislation and regulations are not working, a review will be held.

  7. Where did it start? • The Registered Clubs Amendment Act was passed through Parliament on 10 December 2003. The Act was proclaimed together with Regulations on 9 April 2004. • This means that the Act and Regulations became law on 9 April 2004

  8. So what do the changes mean? • Clubs with more than one set of defined premises must appoint a manager to each club premises. • The manager must be approved by the Liquor Administration Board. • Clubs have until 9 October 2004 to obtain LAB approval and make appointments.

  9. Accountability “Close relative” of a person means • A parent, child, brother or sister of the person • A spouse (including a de facto spouse) of the person • A spouse (including a de facto spouse) of a parent, child, brother or sister of the person. “Top executive” means a person who is one of the 5 highest paid employees of the club at each separate premises of the club.

  10. Disclosure of interest in contracts A director of a club who has a material personal interest in a matter that relates to the affairs of the club must declare the nature of that interest.

  11. Interest in hotels • A director or top executive must make a written declaration of any interest in a hotel within 14 days. • The secretary of a club cannot have an interest in a hotel. • A manager of separate premises cannot have an interest in a hotel.

  12. Disclosure of gifts from affiliated bodies • A director or top executive must declare any gift of $500 or more that is received from an affiliated body. • Gift includes money, hospitality or discounts.

  13. Disclosure of giftsfrom persons or organisations with contracts with the registered club • A director of a club or any employee of a club that receives a gift from any organization that is a party to a contract with the club must submit a written return disclosing gifts received from that contractor which exceed $500. • A gift includes money, hospitality or discounts.

  14. Register of interests The secretary of the club is required to keep a register of: • Declarations of material personal interests by directors. • Disclosures of gifts from affiliated bodies received by directors and top executives. • Returns of gifts received by directors and employees.

  15. Annual reporting requirements • The club is required to provide a written report to members each year containing the information required by Section 41H of the Act. • The report must be sent to members within 4 months of the end of the financial year. • Members cannot opt out of receiving a report under Section 41H.

  16. Contracts with clubs A club cannot dispose of any land unless: • The disposal has been approved at a general meeting of the ordinary members of the club. • The disposal is by way of public auction or open tender conducted by a real estate agent. • In the case of a sale of land the club must obtain a valuation of the land from an independent valuer.

  17. Contracts in which a director or top executive has an interest The Board of the club must approve all contracts with: • A director; • A top executive; and • Any company or other interest in which a director or top executive has a pecuniary interest.

  18. Contracts with a secretary manager and close relatives • A club must not enter a contract with a secretary, a manager or close relative of the secretary or manager or with any company in which the secretary, manager or their close relative has a controlling interest. • In non metropolitan areas such contracts are permitted as a result of an “open tender process conducted by the club”.

  19. Remuneration of top executives The remuneration of top executives must be approved by the Board of Directors.

  20. Loans to directors and employees • A club cannot lend money to a director. • A club cannot lend money of more than $10,000 to an employee. • Any loan to an employee must be approved by the Board of Directors.

  21. Controlled contracts are: • Any contract with a director or top executive or a company in which they have an interest. • Any contract with the club for the provision of professional advice relating to: • Significant changes to the management or governance of the club. • Significant changes to the financial management of the club. • Disposal of real property. • Amalgamation.

  22. Copies of controlled contracts must be sent to the Director of Liquor & Gaming within 14 days of entering into such contracts.

  23. Notification of top executives A club must give written notice to a person who is a top executive informing them that they are a top executive with responsibilities.

  24. Offences by secretary and directorsin relation to contracts If a club: • Disposes of land • Enters into a controlled contract • Fails to notify top executives of their position contrary to the Act then the secretary, directors and others are liable to a penalty of $11,000.

  25. Inquiries by Director of Liquor & Gaming • Inquiry will be a mini royal commission • Inquiries can be held into termination of employees of clubs

  26. Definition of Corporate Governance • Doing the right thing and • Doing things right Per Professor Michael Adams Professor of Corporate Law UTS

  27. What will Stage Two of the reforms address? • Industry Code • Best practice for: Major capital works Tendering processes Club elections Accounting & reporting Community service obligations Work has already started on these issues by industry working parties and hopefully all these issues will be resolved before the end of the year.

  28. Panel Discussion Panel Discussion

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