Board Charter

The operations and activities of NBC Sports Club (the Club) and its subsidiaries are managed

under the direction of the Board of Directors, in the best interest of the members as a whole.

The Board is responsible for the business and affairs of the Club except for matters reserved

for members in general meeting. The Board is responsible to the members for the direction

and performance of the Club.

The Board is governed by all applicable Law, the Club Constitution and the Clubs Code of

Practice and Best Practice Guidelines.

The purpose of this Charter is to set out the functions, responsibilities and key protocols of the

Board and the basis of delegation of its authority to Board committees and members.

The Vision of the Board of Directors of the Club is to;

• Represent the interest of all Club members

• Develop a strategic plan that secures the Club’s financial future

• work to ensure the Club’s reputation as a premier bowls Club is maintained

• Ensure the Club provides a high standard of food, beverage, sports and entertainment

options for the benefit of members and guests

• Oversees the care of the Club’s physical assets and facilities

• Provides support for our local community and families and,

• Ensure the Board communicate regularly and transparently with the Club’s members

• Provide safe premises for employees and members to work and enjoy the amenities.

• Provide training and opportunities for employees to reach their full potential.

The Board has responsibility to Club members for the conduct of the affairs and activities of

the Club. In carrying out its responsibilities, the Board undertakes to serve the interests of all

members, employees, other stakeholders and the broader community.

Each Director of the Club will act in good faith in the best interests of the Club as a whole and

collectively oversee and appraise the strategies, major policies, processes and performance

of the company using care and diligence to ensure that the Club’s long-term sustainability is

assured.

The Club Constitution provides for the election of 7 Directors made up of a President, Vice

President, Treasurer and four ordinary Directors.

The Directors are elected biennially (two year terms of office). Board elections are held

pursuant to clause 53 of the Constitution.

Each Director will hold office until the applicable Annual General Meeting and/or as determined

by the Constitution “or as may be amended by the Constitution from time to time.”

The Board is responsible to the members for the overall governance and performance of the

Club, for determining the strategic direction of the Club and monitoring Club management’s

implementation of that strategy.

The Board:

• Selects and appoints the General Manager and identifies an appropriate succession

plan

• Determines the General Manager’s conditions of service, delegate responsibilities and

monitors his/her performance against established objectives;

• Approves senior management remuneration policies and practices;

• Monitors financial outcomes and the integrity of reporting, particularly approving

annual budgets and longer-term strategic and business plans;

• Sets specific limits of authority for management to commit to new expenditure, enter

into new contracts or acquire businesses without Board approval;

• Approves acquisitions and disposals of businesses and investments above the

delegated limits of authority;

• Approves significant changes of key policies;

• Monitors compliance with legislative requirements and ethical standards and reporting

back to members on these issues;

• Appoints any such Committees of the Board as may be appropriate to assist in the

discharge of its responsibilities, determines their responsibilities and approves a

charter for each Committee;

• Ensures that the Club conforms with the principles and practices of economic, social

and environmental sustainability and best practice wherever possible;

• Ensures that the Club’s business is conducted ethically and transparently;

• Oversees strategic risk management; and

• Meets in accordance with the Constitution and By-Laws of the Club and any other

relevant legislative requirements.

The Board of Directors is governed by the Constitution of the Club and this Charter supports

the Constitution of the Club and the Constitution takes precedence in the event of

inconsistency.

To assist in the discharge of its responsibilities, the Board has delegated the following

responsibilities to the General Manager and Board Committees.

General Manager:

The Board delegates the responsibility for the day to day operation and management of the

Club’s business to the General Manager;

A Director will not interfere with the day to day operation and management of the Club and will

direct all enquiries concerning employees, contractors or the operation of the Club to the

General Manager;

Management must report to the Board on a regular basis to maintain accountability and to

inform the Board so that it can make its decisions in the best interests of the Club and the

members as a whole;

Deals with attendance of management and invited experts at Board meetings.

Notwithstanding the above delegated duties, The Board will ensure that it retains its

independence which may require independent expert advice from time to time.

Board Committees:

The Board, in accordance with the Club‘s Constitution, may form advisory and other Board

Committees to assist in carrying out its responsibilities;

The Board will appoint the members of each Committee, including each Committee Chair who

will be responsible for governing the Committee and may allow for external expertise where

appropriate;

The Club Chairperson (President) is authorised to attend all meetings of Board Committees.

The Board will establish Charters setting out matters relevant to the composition,

responsibilities and administration of the Board Committees and other matters that the Board

may consider appropriate; and

A Board Committee with delegated powers must exercise the powers delegated in accordance

with the Charter for that Board Committee, as approved by the Board from time to time.

Directors must carry out their duties in compliance with all applicable law including the

Corporations Act, NBC Sports Club Constitution and By-Laws, the Clubs Code of Practice and

Best Practice Guidelines and all Club policies and procedures. In discharging his/her duties,

each Director must:

• Exercise care and diligence (Business Judgement Rule);

• Inform themselves about the subject matter of a decision to the extent they reasonably

believe to be appropriate;

• Act in good faith in the best interest of the Club;

• Declare any material personal interest or pecuniary/financial interest they have in the

affairs of the Club;

• Not improperly use his/her position or misuse information of the Club;

• Maintain Board confidentiality at all times;

• Commit the time necessary to discharge effectively his/her role as a Director;

• Engage in ongoing skill development in relation to their role as Director.

The responsibilities of the Chair are principally to:

• Lead the Board;

• Chair Board and General Meetings of the Club competently, ethically and transparently

and ensure Board effectiveness;

• Ensure that general meetings are conducted efficiently and that members have

adequate opportunity to express their views and obtain answers to their queries;

• Liaise with the General Manager to ensure that new Board members are briefed and

have access to information on aspects of the Club’s operations;

• Facilitate the effective contribution of all Directors;

• Establish the agenda for Board meetings in consultation with the General Manager;

• Be the main point of contact and communication between the Board and the General

Manager, ensuring that the Board’s views are communicated clearly and accurately;

• Lead the review of the Board’s performance and the review of the General Manager’s

performance, ensuring that the delegated authority of the General Manager and

expected key performance criteria for the General Manager are clear;

• Ensure that there is regular and effective evaluation of the Board’s performance;

• Set a standard for Board members in terms of attendance at meetings and prior

familiarity with Board Papers distributed and issues to be raised; and

• Be the media spokesperson for the Board where appropriate and represent the Club’s

interests.

• The General Manager is responsible for the day to day management of the Club in an

efficient and effective manner. The General Manager is to have a formal employment

agreement describing his/her term of office, duties, rights and responsibilities and

entitlements on termination. The role of the General Manager includes but is not limited

to:

• Managing implementation of the Club’s Strategic Plan and Annual Budget

• Managing all facets of the Club’s operations on a day to day basis

• Organising Board Meetings, Agendas, Board Papers etc;

• Monitoring compliance with the Club Constitution, By-Laws, Government Regulations

and this Charter;

• Advising the Board on compliance with meeting procedure, and

• Preparing minutes of Board meetings, arranging approval of minutes and entering into

minute book within one month of the meeting.

In the interests of ensuring the full accountability and support of the General Manager by the

Board, the General Manager (or in his/her absence the Acting General Manager) is, in general,

the only member of management who attends Board meetings.

However, the General Manager at his/her discretion and in consultation with the Chair, may

arrange for senior staff members to attend parts of Board meetings where he/she determines

that there is benefit in relation to his/her providing clarification to the Board.

Full Board meetings will occur at a frequency determined by the current Constitution of the

Club and the Registered Clubs Act, which is generally at least once each month.

Board Meetings are to be conducted in accordance with the Club Constitution, standing orders

and fair rules of debate.

Board Committee meetings will occur at a frequency determined by the Constitution of the

Club or at a frequency determined by the Board which is congruent with any requirement of

the Constitution.

Prior to and after their election, each Director is to commit to ongoing education and

professional skills development as determined by the Board, or applicable law, and is subject

to annual review. The Board will have access to resources and training specific to the Club

Industry as offered by ClubsNSW, CDI and other providers.

The Board and Directors will be guided at all times by the Club Code of Practice as published

by ClubsNSW and from time to time revised. Directors are bound by the principle of

transparency and will at all times ensure that issues are discussed in open forums where the

Board is able to openly evaluate strategies, ideas and suggestions.

The Board will conduct regular reviews of its performance. The method of conducting each

review and the extent of that review is for the Board to determine from time to time and in

conjunction with the Club Constitution and Club Code of Practice.

The Chair or the Board may elect to be assisted by an external independent agency in

undertaking the Review of Performance. The review of the Chair’s performance will also be

conducted in accordance with this Charter.

The Board will regularly review this Charter and the Charters of Board Committees to ensure

they remain consistent with the Board’s objectives and responsibilities and relevant standards

of corporate governance.

This Charter will be made available to the Club’s members upon request and key features

may be outlined in the Club Annual Report.

This Charter has been adopted by the Board. Any amendment to this Charter can only be

approved by the Board. The General Manager is responsible for reviewing this Charter on an

annual basis to ensure its continued compliance with legal requirements, corporate

governance requirements applicable to the Club and the Club Code of Practice, and if

necessary, suggesting amendments to the Charter for consideration by the Board.