ARU Governance Review: The Recommendations

The ARU Governance Review was delivered publicly today, and it makes for interesting reading.

ARU Chairman Michael Hawker

There are 15 recommendations in all (like the pre-2012 Deans, no need for reserves) which we’ve summarised below. We’ve also added the two objections and amendments that the ARU had with two of the recommendations.

The Vibe

Overall, the Dennis Denuto vibe of the thing is that

• there’s a smoothing over of power — the QLD and NSW unions no longer have everyone by the balls, but then the Super Rugby franchises also now get a say;
• community rugby is no longer left to swing in the wind — the ARU is the ‘keeper of the code’ from grassroots to elite level;
• the board should no longer be an old boys club voted in by NSW and QLD, but rather should comprise skills-based guys who know what they’re on about.

It looks, on first glance, eminently sensible and as with any report of recommendations, success will lie in how well it’s implemented. To date there have also been some good noises emanating from the likes of NSW Chairman Nick Farr-Jones and RUPA (who lose a seat on the board, but gain a vote as a member), so maybe there is hope!

Voting

Here’s what the member voting at an AGM will look like:

TOTAL 16

So, for example, NSW interests now have just three of 16 votes. Queensland and NSW together have six of the 16.

Timetable

Here’s the timetable as laid out in the report.

• August: Report presented to the Governance and Policy Committee of the Board.
• October: Board’s response to the Report.

• November: a delegation of the Board to meet with Member Unions, Affiliated Unions and Super Rugby teams to discuss the Board’s recommendations.
• December: an Extraordinary General Meeting of ARU called to endorse the Board’s Recommendations.
• April 2013: AGM runs under the new arrangements.

You can download the full 45 pages here: http://myrugby.rugby.com.au/myrugby/images/docs/Gov/Details.pdf

What do you think?

The Governance Committee Recommendations

Recommendation 1: That the State and Territory Unions continue to be acknowledged as Members of ARU and remain responsible for growing the Game in their own jurisdiction.

Recommendation 2: That the Australian Super Rugby teams be recognised as also having a key role in the Game, with each current Team (and any future Teams) acknowledged as Members of ARU in their own right.

Recommendation 3: That Members agree to new voting rights determined on the following basis:
- one vote for each Member Union
- one vote for each Super Rugby team as a condition of their licence
- one additional vote for each Member Union with more than 50,000 registered players (for a maximum of one additional vote)
- one vote for the Rugby Union Players’ Association.

Recommendation 4: That ARU adopt a skills-based Board comprised of up to eight Independent (non-executive) Directors.

Recommendation 5: That the following process be adopted for electing and appointing new Directors:
- a four person nomination committee to be formed each year comprising the ARU Chair and another representative selected by the Board and two representatives selected by the Members
- the committee assesses candidates based on their skills and experience and the Board’s requirements and makes recommendations on a unanimous basis to Members at the AGM for the election of up to six Directors
- the nominees are put to the Members of ARU at an AGM for approval on a two-thirds vote
- in addition to the elected directors, the Directors may appoint up to two other Directors to the Board
- that all Directors be appointed for three years and be eligible to serve a maximum of three terms in line with the current terms for the Directors appointed by the Member Unions
- that the Chair of ARU be appointed by the Board with the position to be formally reconsidered every three years.

ARU’s response: The Board concurs with this recommendation subject to the following amendments: 
- a four person Nomination Committee to be formed each year comprising the ARU Chair, another representative selected by the Board and two representatives selected by the Members. These selected representatives must have no formal association with a Rugby organisation 
- committee members have a tenure of four years 
- the Committee assesses candidates based on their skills and experience and the Board’s requirements and makes recommendations to Members at the AGM for the election of six Directors 
- one objective of the Committee should be to promote the maintenance of a strong rugby culture on the Board
- the nominees are put to the Members of ARU at an AGM for approval on a two-thirds vote 
- in addition to the elected directors, the Directors may appoint up to two other Directors to the Board
- that the Chair of ARU be appointed by the Board with the position to be formally reconsidered every three years. The Chair would have a maximum of two terms, with the capacity to extend the Chair’s maximum term as an ARU Director to complete two terms as a Chair 
NB: No change to the required implementation.

Recommendation 6: That the CEO sit on the Board as an Executive Director while retaining his or her position as CEO on an ex officio basis.

Recommendation 7: That the Chair of the Board preside as Chair at AGMs and exercise a casting vote and that the President have no automatic entitlement to attend meetings of Directors.

Recommendation 8: That the positions of President and Vice-President be amended so each serves for a single term of one year.

ARU response: The Board did not concur with this Recommendation. Instead, the Board supported amendments to the constitution that delivered the following system:
- That the ARU adopt a President, Senior Vice President and Junior Vice President model.
- Office holders progress through offices each two years.
NB: No change to the required implementation.

Recommendation 9: That ARU adopt the practice of reporting against ASX Best Practice Recommendations.

Recommendation 10: That ARU form a joint Board and management stakeholder committee to help manage communications and interactions with key stakeholders including Member Unions, Super Rugby Franchises, sponsors and government.

Recommendation 11: That ARU continue to pursue the initiative of the current Chair to bring the Chairs of the Super Rugby teams together with CEOs and members of the ARU Board, to provide strategic as well as operational focus to the Super Rugby Commission.

Recommendation 12: That ARU work in collaboration with Member Unions and Super Rugby teams to develop a National Charter for Australian Rugby which outlines the roles and responsibilities of all organisations at all levels of Rugby.
Australian Rugby Union should also link the payment of financial Grants to the Member Unions to specific and measureable outcomes under the National Charter.

Recommendation 13: That ARU be acknowledged as the ‘keeper of the code’ for Rugby in Australia from the grassroots to the elite level and that this role is reflected in a newly drawn up ARU constitution.

Recommendations 14: That Member Unions also adopt ‘best practice’ governance structures, including an independent skills-based Board.

Recommendation 15: That ARU, through the joint Board and management stakeholder committee, actively identify and pursue those opportunities where the objectives of Rugby align with the goals of government.

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