Scottish Golf Amalgamation. Creating a single unified national governing body for amateur golf in Scotland

Transcription

1 Scottish Golf Amalgamation Creating a single unified national governing body for amateur golf in Scotland Proposed amalgamation of the Scottish Golf Union Limited and Scottish Ladies Golfing Association Limited 1

2 The Amalgamation Proposal Contents A joint letter from the Chairmen of the Scottish Golf Union and Scottish Ladies Golfing Association 1 2 Proposal 3 6 Finance 7 13 The Joint Working Group s remit was to propose the basis for amalgamating Scottish Golf Union Limited and Scottish Ladies Golfing Association Limited into a single, inclusive, modern, democratic and fit for purpose governing body. Appendix 1 Roles and Responsibilities of Non-executive Directors Appendix 2 Composition and Remits of Committees and Panels Appendix 3 Audit and Governance Committee Sheriff Alastair Thornton Amalgamation Working Group Chairman 2

3 A joint letter from the chairmen of SGU & SLGA December 2014 Dear Member We are delighted to present to you the Proposal for the amalgamation of the Scottish Golf Union Limited (SGU) and Scottish Ladies Golfing Association Limited (SLGA), the two current governing bodies of amateur golf in Scotland, into a single unified national governing body called Scottish Golf Limited. Since we published the Consultation Proposal in March, SGU and SLGA have undertaken an extensive consultation with Clubs, Areas, Counties, staff and other interested parties. The comments received have all been considered by the Amalgamation Joint Working Group. The Working Group has incorporated a number of the suggestions into this Final Proposal and a summary of these comments and the Working Group s consideration of them is available on the SGU and SLGA websites. A Frequently Asked Questions booklet, the Articles of Association and the Regulations for Scottish Golf Limited accompany this Proposal. The Amalgamation Joint Working Group, made up of representatives from both bodies, under the independent chairmanship of Sheriff Alastair Thornton, has undertaken its remit diligently and thoroughly. The group has approached every aspect afresh and SGU and SLGA wish to thank them most sincerely for all their hard work in developing a proposal which fulfils their remit: Tom Craig SGU Chairman The benefits of amalgamation As a unified national governing body for Scottish golf we will be able to: Provide leadership to our clubs and players Project golf as a modern, inclusive sport with a positive image in the media Attract more resources into the sport from commercial sponsorship and government Bring a cohesive and consistent approach to the development of our best players Attract more players into our sport Support our clubs and members better and more cost-effectively What if we don t amalgamate? A range of risks and issues associated with not amalgamating have been identified: Amateur golf will be the only governing body for sport in Scotland that is still gender defined The negative perception of golf being a divided game and not welcoming to all, will be reinforced This may have a damaging effect on Clubs striving to attract new golfers and increase membership The decline in golf Club membership will continue It will be even more difficult to attract young people and families to join our clubs Commercial and government support will be put at serious risk There may be a negative impact on staff and our ability to attract and retain good people To propose the basis for amalgamating Scottish Golf Union Limited and Scottish Ladies Golfing Association Limited into a single, inclusive, modern, democratic and fit for purpose governing body. Beth Paterson SLGA Chairman What happens next? The amalgamation requires the approval of the Voting Members of the SGU and SLGA at General Meetings. SGU and SLGA will each separately hold these General Meetings in accordance with their respective Articles of Association. Recommendation Your Boards firmly believe that an amalgamation of the SGU and SLGA, as set out in this proposal document, is in the best interests of Scottish golf and strongly recommend all Members to vote in favour of the Proposal. Our vision for the future of Scottish Golf We believe that amalgamation of SGU and SLGA is fundamentally important for the future of Scottish golf. Amalgamation provides a platform for a new governing body to lead Scottish golf into a new era. We want to help our clubs to be viable and vibrant to be welcoming places for men, women, boys and girls to enjoy our wonderful game. We want to enable our best amateur golfers to win at the highest level at home and abroad, individually and as part of our national teams. We want to attract more people to participate in golf throughout Scotland. Tom Craig SGU Chairman Beth Paterson SLGA Chairman Becoming a single governing body is a first and hugely important step towards creating a really cohesive partnership between Board, staff, Areas, Counties, clubs and players of all ages, abilities and genders, to ensure that golf and golfers in Scotland are recognised worldwide for their success. 1 2

4 The Amalgamation Proposal Name The Company, which will be the governing body for amateur golf in Scotland, will be called Scottish Golf Limited. Corporate Form The amalgamation will be delivered within a company limited by guarantee. Provision will be made to ensure that the assets of the company cannot be sold or disposed of except with members approval and, in a winding up its assets, can only be transferred to a company with equivalent objectives. Scottish Ladies Golfing Association Limited (SLGA), which is a company limited by guarantee, will be the vehicle used to effect the amalgamation. It will change its name to Scottish Golf Limited. It will change its Memorandum and Articles of Association to incorporate all provisions necessary to give effect to the proposals in this paper. It will acquire the assets of The Scottish Golf Union Limited (SGU). Membership The membership of Scottish Golf Limited will be: The Clubs Men s Areas Ladies Counties The Clubs are golf Clubs in Scotland which administer handicaps and run for their members qualifying competitions as defined in the CONGU Unified Handicapping System. Upon acceptance of its application for membership, each Club will become a member of the Company. Each member Club, Area and County will be a guarantor of the Company with a liability of 1 in the event of the insolvent winding up of the Company. Each member Club will be entitled to one vote. Each Area and each County will have 10 votes. Should an Area and County amalgamate, the votes of each will be aggregated Each member will be entitled to exercise its vote(s) at General Meetings of Scottish Golf Limited through attendance of a representative at such meetings, or by postal vote, or by granting a proxy. Where an issue arises which requires a Club to vote on a matter pertaining to Scottish Golf Limited, the Club should seek the views of its playing members on that matter, irrespective of gender or membership category. In relation to each such matter, every playing member of the Club should have an equal vote for the purposes of ascertaining the views of that Club s members. It is therefore recommended that Clubs should incorporate such provision in their constitutions. Other golf organisations may apply to become affiliated to Scottish Golf Limited. These might include junior golf Clubs and golfing associations and societies who do not own or have a permanent right of occupation of a golf course and who do not administer handicaps, and any other golf related organisations approved by the Board from time to time. Areas and Counties There is no requirement for Areas and Counties to change their boundaries or amalgamate in their own regions as a condition of amalgamation of the SGU and SLGA. However, it is desirable that Areas and Counties move towards harmonisation and joint working. It is hoped that these bodies will work more closely together and will consider formalising that closer relationship over time. This closer working will be facilitated by the Scottish Golf Forums (see section 8). Central funding will be provided by Scottish Golf Limited to Areas and Counties to support core functions such as coaching, communications and governance. Each Area and County will provide representatives to attend Scottish Golf Forums (see section 8) where matters of strategic significance relating to Scottish golf will be discussed and two-way communication can take place. The Board of Scottish Golf Limited will be required to have regard to the views expressed by the Scottish Golf Forums Board A Board of Directors will require to be appointed for Scottish Golf Limited (the Board of Scottish Golf Limited will supersede the existing SGU and SLGA Boards). An Appointments Panel will be set up to manage the selection process of choosing a Chairman and Non-executive Directors for the inaugural Board of Scottish Golf Limited. This Appointments Panel will require to have minuted authorisation from existing SGU and SLGA Boards. The Appointments Panel will comprise the existing Chairs of SGU and SLGA plus three other suitably experienced people agreed by the two Chairs. The Appointments Panel will first appoint the inaugural Chair of Scottish Golf Limited and thereafter involve that Chair in the selection process for the remainder of the new Board. The Non-executive Director roles which will form the remainder of the new Board are defined within the following areas of responsibility as follows: Championships Club Development Commercial Communications Finance Handicapping and Course Rating Participation Performance Together with the Chairman, this will comprise a Board of nine. The Chief Executive Officer will be the Company Secretary. The new Board will be selected and will prepare for office prior to the targeted date of amalgamation and, while it will not have formal authority until the amalgamation takes effect, it will work closely with the Boards of SGU and SLGA to achieve continuity. The Boards of SGU and SLGA will therefore continue to function up to the date of the amalgamation. Roles and responsibilities for each Non-executive Director role are attached as Appendix 1. The posts of Chairman and Directors will be advertised widely through the SGU and SLGA websites, as well as seeking nominations directly from Areas, Counties and Clubs. This will similarly apply in future for any replacement and successor Board members. The Appointments Panel will shortlist (where necessary) and interview the candidates to make a selection for the first Board. The normal term of office for a Chairman or Director will be three years. Individuals will be restricted to serving a maximum of two three-year terms on the Board. A suitable rota system will be developed for the terms of office of Board Members. Thereafter, the Board will consider and recommend to the AGM the future Directors on a rotational basis, which will normally apply to no more than three Directors in any one year under consideration. As is the case in both SGU and SLGA, the Chair and Directors will not be remunerated for these roles. There will be a minimum of three directors of each gender. This will ensure that a substantial minority group is appropriately represented within the organisation. There will be a clear policy on communication, which will ensure effective multi-directional communication and understanding, with the Directors responsible for ensuring the flow of information between the governing body, staff, Areas/Counties and Clubs and vice versa. All publications from the organisation will also be available to all golfers on the Scottish Golf Ltd website, and social networks will be utilised to maximum effect. Board Committees The Committees of the Board will comprise: 1. Championships 2. Club Development 3. Finance and Management 4. Handicapping and Course Rating 5. Participation 6. Performance 7. Remuneration 3 4

5 The Amalgamation Proposal The Director responsible for the relevant area will Chair the respective Committee. The Directors roles will be supervisory, acting as key links from Committee to Board. They are non-executive roles. The remit and composition of each Committee is as set out in Appendix 2. The mix of skills and representation required specific to each Committee is included in this detail. It is critical that Scottish Golf attracts properly experienced, qualified and energetic people on each Committee to match the skills identified. These posts will, as for the Board membership, be advertised widely for Areas, Counties and Clubs to nominate prospective Committee members. Appointment to any Committee will be for a period of three years and restricted to a maximum of two three-year terms, with a rotation system for each Committee to be established to achieve continuity. Audit and Governance Committee An Audit and Governance Committee will be established by the Board (See Appendix 3). The Committee will be independent of the Board, and will assist the Board in ensuring the interests of stakeholders are properly protected in relation to sound governance. Its main function is to examine the overall performance of the new body in fulfilling its aims and objectives. The Committee will report directly to the Board with recommendations. The Audit and Governance Committee Chairman will be independent of the Board and his/her appointment will be ratified by the membership at the Annual General Meeting. The main focus of this committee will be on the delivery of the strategy of Scottish Golf Limited, risk management, equality and diversity, and sound governance rather than checking the propriety of the company s financial dealings (financial matters will be the province of the Finance and Management Committee, and the body s accounts will undergo annual audit by its external auditors). The Audit and Governance Committee will report to the membership every six months by way of an interim half-yearly report and a full report thereafter at the AGM. It should review the content of the Scottish Golf Limited Annual Report and advise the Board whether, on the whole, it is fair, balanced and understandable, and provides the information necessary for stakeholders to assess Scottish Golf Limited s performance. Scottish Golf Limited will provide the necessary resources to allow the Committee to fulfil its role. The Scottish Golf Forums Representatives from each Area and County will meet on both a regional and national basis to consider current and major issues facing Scottish golf and to bring these issues to the attention of the Board. It is suggested that they would meet a minimum of once per year nationally and twice per year regionally, possibly on a North, South, East, West basis. A consultative exercise will be undertaken to consider the groupings for the regions and the frequency and format of the meetings. The purposes of the Scottish Golf Forums are to provide effective two-way communication between the Clubs and middle tier on one hand and the governing body on the other, to allow Areas and Counties to discuss matters of common interest, and to identify and develop best practice in all aspects of golf organisation. The topics to be discussed at all Forums should be determined by the Areas and Counties. Regional Forums should be meetings where more local issues can be addressed and would accordingly focus on matters affecting Clubs and golfers in that part of the country, whereas the National Forums would allow larger scale issues applicable in all parts of the country to be aired. Agendas and topics will be set by the Areas and Counties. The Forums will be chaired by the President or a Vice President, and attended by a member of the Audit and Governance Committee. Scottish Golf Limited will provide the necessary resources to allow the Forums to operate effectively and the Areas and Counties will be entitled to call upon Scottish Golf Limited to undertake research and provide material as requested. Staff of Scottish Golf Limited will be on hand at all Forums to supply information sought by those attending. The Board will have a positive duty to consider all recommendations and requests made at Forums, and the Audit and Governance Committee must ensure that the Board fulfils this duty, reporting to the AGM and in the Annual Report in the event of any failure or omission by the Board in this connection. Presidents and Vice Presidents The new combined governing body will have a President, and two Vice Presidents (senior and junior) who are recognised as being of standing within Scottish golf. The President, Senior Vice President and Junior Vice President positions will comprise a mix of genders at any one time. This will ensure at least one male and one female office bearer at all times. The role of the President will be ambassadorial and golf related, with the emphasis on promoting the good name and interests of Scottish golf wherever possible. The President and Vice Presidents should be kept informed of Board matters and receive Board papers. They will be entitled to attend Board meetings as observers. A new President and two Vice Presidents will be appointed in the first year of Scottish Golf Limited. They will be initially nominated by the Appointments Panel and thereafter elected at the Annual General Meeting of Scottish Golf Limited. The President, Senior Vice President and Junior Vice President will hold office for a maximum of one term, with each term of office being one year. Each position will be elected annually. Nominations Panel A Nominations Panel will be appointed by the Board to assist in the selection of the President and Vice Presidents of Scottish Golf Limited. The Nominations Panel will comprise one representative from the Clubs, and one each from the Areas, and Counties, and will be chaired by the Chairman of Scottish Golf Limited. The Panel will become effective during the year following the first AGM of Scottish Golf Limited. Nominations for President, Senior Vice President and Junior Vice President will be sought from the Clubs, Areas and Counties. Candidates should have made a significant contribution to Scottish amateur golf. The Panel will consider the nominations and then make recommendations to the Board. Unless there are exceptional circumstances, the Board will put the nomination to the Annual General Meeting for approval. Championships and Performance There will continue to be separately organised male and female championships and competitions, and separate training will continue as at present although joint training sessions may be carried out if appropriate. These separate interests will be represented within the new body. The Scottish Golf Academy will continue as at present. Finance An annual per capita charge will be used to determine the subscription which each affiliated Club will pay to Scottish Golf Limited. The level of annual subscription must be approved by the membership at the AGM preceding the financial year in which the subscription is to be levied. The per capita level will be the same for both genders and will include any subscription payable to the Ladies Golf Union. It will be calculated by reference to numbers of adult golf Club members with playing rights. Within the first year following amalgamation the Board of Scottish Golf Limited will commence a comprehensive review of the basis upon which subscriptions are levied. There will be no change in the method of funding Areas and Counties. All the necessary independent advice on legal, financial and tax matters relating to the proposal has been obtained. Scottish Golf Limited will be located in St Andrews with a satellite office in Edinburgh, until such times as the new Board can determine office requirement. 5 6

6 Finance Scottish Golf Limited Group Structure After amalgamation Scottish Golf Limited group will be made up of the four existing operating companies; SGU, SLGA, Scottish Golf Environment Group Limited (SGEG) and ClubGolf (Scotland) Limited (CGSL) which will be a 2/3 owned subsidiary (the Professional Golfers Association (PGA) will continue to own 1/3 of the shares of CGSL), as well as two dormant companies, Scottish Golf Limited and SLGA (Projects) Limited. The Scottish Golf Limited Group Structure is illustrated in the diagram below: Pro Forma Consolidated Income and Expenditure of Scottish Golf Limited Group 5 years to 30th September 2018 The figures presented reflect the combination of the activities of the four operating companies in Scottish Golf Limited Group, as if they had been amalgamated throughout the five year period. Some planned deficits arise, as the figures also take into account the decisions of all four Boards to utilise Reserves to support clubs over the same period. Development Officer costs have been transferred into CGSL from April 2015 to align with new Government funding announced in September This provides a sustainable way forward to support a vital area of work in supporting club development. All CGSL Income and Expenditure has been included into the consolidated figures, with no account taken of the Minority Interest attributable to the PGA s shareholding. SLGA (Projects) Limited ClubGolf (Scotland) Limited Scottish Golf Limited Scottish Golf Environment Group Limited ANO Limited SGU Limited Scottish Golf Environment Group Limited 100% SLGA (Projects) Limited 100% dormant ANO Limited (formerly Scottish Golf Limited) 100% dormant SGU Limited 100% dormant ClubGolf (Scotland) Limited 66.6% see Note 1 Note 1: ClubGolf (Scotland) Limited is 33.3% owned by the PGA, the 1 A share held by the SGU prior to amalgamation will be transferred to Scottish Golf Limited The figures presented on pages 11 and 12 show: The pro forma actual Consolidated Income and Expenditure and Net Assets of Scottish Golf Limited as if it had been in existence for the 2013/14 financial year The pro forma budgeted Consolidated Income and Expenditure and Net Assets of Scottish Golf Limited as if it had been in existence for the whole of the 2014/15 financial year The pro forma forecast Consolidated Income and Expenditure and Net Assets of Scottish Golf Limited assuming it will be in existence for the financial years 2015/ /18. While it may be desirable to anticipate and cost the organisational structure of Scottish Golf Limited, this will be the remit of the new Board. Amalgamation will provide an opportunity for a complete review of Scottish Golf Limited operations and structure. However, until the new Board undertakes its review of the organisation it would be inappropriate to recognise any potential savings or additional ongoing costs, except to the extent that some costs and savings are known. The figures do take into account a conservative estimate of the likely financial benefits that amalgamation will bring through: Increased income as a result of better retention of existing sponsors and from winning new sponsors Retention of current levels of funding from sportscotland and the Scottish Government Modest increases in support from sportscotland and the Scottish Government Reducing and eliminating by September 2018 the fall in overall club membership Modest reduction in administration costs over the period of the forecasts as a result of elimination of duplicate activities and reduction in some specific costs such as rent The figures also recognise that there will be some one-off costs of amalgamation, such as re-branding The Budget for 2014/15 and the three year projections to 2017/18 are based on the current levels of activity of the individual companies. The figures are based on the assumption that the level of per capita charge will be That is, the current level of SGU per capita for 2014/15, adjusted only for inflation. The figures have been reviewed by an independent Chartered Accountant. 7 8

7 Finance Summary of Latest Audited Balance Sheets (at 30 September 2014) The figures below show that Scottish Golf Limited will be financially viable, stable and well funded. It will have Net assets of 1.7 million at 30 September 2014 and be able to maintain Reserves in excess of 1 million throughout the period of the forecasts. (For ease of comparision and understanding the figures in all tables and diagrams following are rounded to 000s) Current Assets Diagram SGU - 1,577 SLGA SGEG - 36 ClubGolf Net Assets SGU SLGA SGEG ClubGolf Fixed Assets Current Assets Current Liabilities Net Current Assets (842) 735 (42) 533 (5) 31 (157) 372 Stock Debtors & Prepayments Investments Cash at Bank Inter Company Current Liabilities Diagram Current Assets Stock 8 SGU SLGA - 42 SGEG - 5 ClubGolf Debtors & Prepayments Investments Cash at Bank Inter Company , Current Liabilities 13 4 Creditors & Accurals PAYE/NIC & VAT Creditors & Accruals PAYE/NIC & VAT Taxation Other Creditors Inter Company Taxation 4 1 Other Creditors Inter Company

8 Finance Pro Forma Consolidated Income and Expenditure 2013/ /18 Income Subscriptions (note 1) 2013/14 (Actual) 2, /15 (Budget) 2, /16 (Forecast) 1, /17 (Forecast) 1, /18 (Forecast) 2, ,390 4,250 4,379 4,433 4, ,315 4,260 4,459 4,463 4,499 Grants (note 2) 1, Sponsorship (note 3) Events Development Performance Marketing Administration Bank Interest ,390 4,250 4,379 4,433 4, Expenditure Events (note 4) Development (note 5) 1,398 1,454 1,580 1,572 1,587 Performance (note 6) 982 1,058 1,104 1,116 1,132 Marketing (note 7) Administration (note 8) Office Bearers Subscriptions & Donations (note 9) ,315 4,260 4,459 4,463 4, /14 Actual 2014/15 Budget 2015/16 Forecast 2016/17 Forcecast 2017/18 Forecast /14 Actual 2014/15 Budget 2015/16 Forecast 2016/17 Forcecast 2017/18 Forecast Surplus/(Deficit) before Special Projects 75 (10) (80) (30) 42 Annual Income Annual Expenditure Special Projects (note 10) Income Expenditure Surplus/ (Deficit) after Special Projects (257) (182) (276) (286) 55 (55) (135) 59 (59) (89) 47 (47) (5) Subscriptions (note 1) Grants (note 2) Sponsorship (note 3) Events Development Performance Events (note 4) Development (note 5) Performance (note 6) Marketing (note 7) Administration (note 8) Office Bearers Marketing Subscriptions & Donations (note 9) Pro Forma Closing Net Assets (note 11) 1,706 1,420 1,285 1,196 1,191 Administration Bank Interest Annual Expenditure Annual Income 11 12

9 Finance Appendices Notes to Pro Forma Consolidated Income and Expenditure Assumes the same per capita fee for all from 2015/16 ( 11.25) and inflation only rise in the following two years Assumes a reduction in membership numbers of 7% between 2013/14 and 2017/18 Assumes the decrease in membership numbers reduces from 3.3% in 2014/15 to 0.4% in 2017/18 Assumes Amalgamation secures Sportscotland funding, including 1m over 4 years for ClubGolf announced September 2014 Assumes ClubGolf additional funding commences April 2015 The large decrease in Grants between 2013/14 and 2014/15 relates to the end of the ClubGolf Ryder Cup funding Assumes a greater opportunity to maintain existing sponsors Appendix 1 Roles and Responsibilities of Non-executive Directors Appendix 2 Composition and Remits of Committees and Panels Appendix 3 Audit and Governance Committee 4 Assumes harmonisation of Championship organisation, with potential cost savings 5 Already a lot of joint working exists assumes small savings on duplication 6 Increase in Performance expenditure due to aligning talented player support & increasing regional coaching 7 Increase in Marketing expenditure year 1 and 2 due to phased rebranding costs There will be gradual efficiency cost savings to be made on eradication of duplication Assumes same level of staffing, therefore no redundancy costs have been budgeted 9 Assumes SGL will continue to pay a per capita fee of 2.50 to the LGU for all women club members with playing rights Special Projects includes costs of Amalgamation, the Membership Card Scheme launched 2013/14 and Development costs per Clubgolf additional funding application The funding of Development Officers is an existing commitment by both the Boards of SGU and SLGA to try to arrest the decline in club membership numbers Funding and costs of Development Officers will transfer to Clubgolf from April 2015 Member Card Scheme expenditure occurs only in 2013/14 and 2014/ Net Assets are stated before making any adjustment for the Minority Interest (33.3%) held by the PGA in ClubGolf Ltd The Board of ClubGolf Ltd made a policy decision to run down its considerable reserves over a 6 year period, starting 2012 The annual deficit in the accounts arising from this policy /15 197k, 2015/16 55k, 2016/17 59k, 2017/18 47k PGA would not be expected to contribute their share of the ClubGolf deficit to Net Assets Deficit attributable to Minority Interest is 2014/15 66k, 2015/16 18k, 2016/17 26k, 2017/18 16k It is a policy decision by the SGEG Board to utilise its reserves and thereafter maintain a balanced budget 13 14

10 Appendix 1: Board Roles and Responsibilities The envisaged structure of the inaugural Board of Directors of Scottish Golf Limited is set out in Section 5 of the Proposal. Each Director will be appointed to a specific role and will have responsibility for overseeing and supporting a specific area of the organisation s operations. In addition, Directors will have overall responsibilities for the Scottish Golf Limited strategy and performance. The roles are non-executive and delivery of the Scottish Golf Limited strategy and services will be the responsibility of the staff, under the day-to-day direction of the CEO. Appointment of Directors Directors will be appointed on the basis of their skills, qualifications, experience and track records within the game and/or from their professional careers. They will be expected to have a sound knowledge of the game and of the golf industry. For some roles they will be expected to have specific qualifications/experience. All Directors will require: To have strong knowledge and interest in golf, and in particular Scottish Golf and the golf industry in Scotland To have previous experience of working within a Committee or Board environment To be a good communicator with good written and oral skills, and to be IT literate To be able to work on their own initiative, providing leadership in their specific area, and also to be an effective and enthusiastic team member collaborating with others when required To have good interpersonal skills The Roles In addition to their specific roles, all Directors will have general responsibilities: To work closely with other Scottish Golf Limited Directors in governing the general operations of Scottish Golf Limited To contribute, through the Board, to the ongoing development of Scottish Golf Limited and the achievement of the targets identified within the business plan As a member of the Board, to work in conjunction with others within Scottish Golf Limited to develop and plan the on-going delivery of the Scottish Golf Strategy Chairman Accountable to the AGM, the prime role of the Chairman is to lead the organisation in the delivery of the Scottish Golf Strategy. The key tasks include: To provide leadership and direction to Scottish Golf Limited, through the Board of Directors, and in line with the agreed Strategy To lead and support the work of the Board and Committees, maintaining regular contact with them To chair the Scottish Golf Limited Board meetings To support and advise the CEO by holding regular meetings and conducting the CEO s performance review To report regularly (with the Chief Executive and other Directors as appropriate) about the Strategy to the membership (including at the AGM and Scottish Golf Forums) To develop and maintain external relationships in support of the Strategy To represent Scottish Golf Limited as appropriate and required, including at the R&A s biannual Golf Forum and international meetings To approve, with all members of the Board of Directors, the performance targets and reporting mechanisms to ensure accountability across all areas of the sport To ensure that Scottish Golf Limited complies with the standards of good corporate governance generally accepted in business In addition to the general skills and experience required for appointment to the Board the Chairman should have: Proven leadership experience Business knowledge and experience Championships Director Accountable to the Chairman of Scottish Golf Limited and the Board, this Director has the specific role of working with Scottish Golf Limited executives to develop an effective strategy for the provision of national golf championships and an appropriate player competition structure. The key tasks include: As a member of the Board, to work in conjunction with others within Scottish Golf Limited to develop and plan the delivery of a detailed event strategy To chair the Championships Committee Through this Committee and with the executive team, to oversee the organisation of all Scottish Golf Championships, in accordance with the Scottish Golf strategy To advise and support the executive staff with the development, maintenance, management and staging of all Scottish Golf Championships, European Championships (as appropriate), Men s Home Internationals (every four years) and international matches held in Scotland Club Development Director Accountable to the Chairman of Scottish Golf Limited and the Board, the specific remit for this Director is to work with the staff to deliver an effective strategy to support golf clubs, particularly in their commercial contexts in support of the strategy of building stronger clubs. The key tasks include: To chair the Club Development Committee To develop and maintain external relationships in support of the commercial development of clubs in particular those related to golf tourism and club management To support the staff in the development of advice materials and training courses for golf club staff and committee members. This will be in relation to aspects of club management, business development, governance, marketing and legal matters that are aimed at increasing membership and developing stronger clubs To support the staff in the development and implementation of programmes and initiatives aimed at assisting clubs in the management and presentation of golf courses To maintain external relationships with organisations involved in the supply of relevant services to golf clubs Commercial Director Accountable to the Chairman of Scottish Golf Limited and the Board, the specific remit for this Director is to work with the staff to develop an effective marketing and sponsorship strategy. The key tasks include: As a member of the Board, to work in conjunction with others within Scottish Golf Limited to develop and plan the delivery of a marketing strategy To work in conjunction with the staff to improve the corporate identity of Scottish Golf Limited and Scottish golf in general To actively seek introductions to potential sponsors of Scottish Golf Limited for the executive team and support the sponsor programmes in general To advise on the development of Scottish Golf Limited as a brand To advise on possible means of supporting and promoting both existing and future Scottish golf events and operations in conjunction with the staff To support the executive team to implement the marketing strategy The Commercial Director should have a strong business background with knowledge of marketing and sponsorship. Communications Director Accountable to the Chairman of Scottish Golf Limited and to the Board, the Communications Director will work with the staff to develop an effective communications strategy both for external and internal parties and will have a key role in engaging with the Areas and Counties. The key tasks include: As a member of the Board, to work in conjunction with others within Scottish Golf Limited to develop and plan the delivery of a communications strategy To work in conjunction with the staff specifically to ensure excellent communications with the Scottish membership (Areas, Counties and Clubs), including overseeing the implementation of the Scottish Golf Forum programme 15 16

11 Appendix 1 Board Roles and Responsibilities To advise on means of improving both existing and future Scottish Golf Limited communications in conjunction with the staff To support the executive team to implement the communication strategy Finance Director Accountable to the Chairman of Scottish Golf Limited and to the Board the Finance Director will work specifically with the staff to develop effective and appropriate financial management systems for Scottish Golf Limited. The key tasks include: To work in conjunction with the staff to ensure the financial management, risk analysis and systems of internal control of Scottish Golf Limited are appropriate To work in conjunction with the staff to ensure the HR, IT and Health and Safety systems and procedures are appropriate To review and advise the Board on general financial and accounting matters including budgeting (profit and loss, and cashflow) and reporting against budgets To advise and support executive staff in meetings with banks, sponsors and funding parties as required To chair Finance and Management Committee meetings To ensure through the Board, and with due liaison with Scottish Golf Limited auditors and other appropriate external professional advisors, compliance with the Scottish Golf Limited statutory and fiscal obligations The Finance Director will be expected to hold a professional qualification and to have experience of financial management. Handicapping & Course Rating Director Accountable to the Chairman of Scottish Golf Limited and to the Board, this Director will have a specific role to work with Scottish Golf Limited executives to develop an effective strategy for the provision of support services to golf clubs in handicapping and course rating matters. He/she will also be expected to represent Scottish Golf Limited on some external bodies and this may include taking on additional directorships. Key tasks include: To provide leadership in the delivery of the Handicap and Course Rating elements of the Scottish Golf Strategy and to report to the Board on progress in these areas To chair the Scottish Golf Handicapping and Course Rating Committee To support and advise the relevant staff in matters relating to handicapping and course rating To contribute to the ongoing development of handicapping and course rating systems on behalf of Scottish Golf Limited To ensure that Scottish golf is appropriately represented as influential members on the CONGU Board and its sub-committees This Director should have specific relevant skills and will be responsible for operational areas that are technical in nature and consequently should experience which include: A thorough understanding of the CONGU Unified Handicapping System and a genuine interest in the handicapping process An appreciation of statistics and ability to gather, analyse and interpret data, and present technical information Knowledge of the principles of the USGA Course Rating system and preferably have course rating experience A sound knowledge of the Rules of Golf and ideally a rules qualification Participation Director Accountable to the Chairman of Scottish Golf Limited and the Board, the specific remit for this Director is to work with the staff to deliver an effective strategy which will grow the game of golf in Scotland. Key tasks include: To provide leadership in the delivery of the increasing participation elements of the Scottish Golf Strategy and to report to the Board on progress in these areas To chair the Participation Committee and Clubgolf (Scotland) Limited To support the professional staff in the initiation and promotion of other initiatives aimed at increasing the number of golfers in Scotland To develop and maintain external relationships in support of increasing participation The Director should have knowledge of golf development. Performance Director Accountable to the Chairman of Scottish Golf Limited and the Board, the specific remit for this Director is to work with the staff to develop and implement an effective strategy to foster, maintain and further the success of Scottish international teams and players. Key tasks include: As a member of the Board, to work in conjunction with others within Scottish Golf Limited to develop, plan and implement the delivery of a detailed pathway to maximise the opportunity for our International teams to succeed on a world stage. Also to provide a route for players and their coaches to further develop the skills required to maintain high level performance To chair the Performance Committee of Scottish Golf Limited To chair the process by which International team managers and captains are appointed, including agreeing selection criteria for these positions To advise and assist the staff in the creation of objective criteria to be used in the selection of golfers to the various national teams and to revise these criteria as necessary To oversee the appointment of all Selection Sub-committees To contribute to the ongoing development of our international players within Scottish golf, to ensure readiness for selection to international squads and teams To support and advise the staff, in matters relating to the Scottish international teams and to further enhance our reputation throughout the golfing world. Specifically, to support the staff in matters relating to the Scottish Institute of Sport, sportscotland and other partners The Performance Director should have a sound knowledge of Scottish golf and particular interest and experience of elite golf including knowledge of support programmes for elite sport

12 Appendix 2: Composition and Remits of Committees and Panels The Committees upon amalgamation are set out in Section 6 of the body of the Proposal. The Board will have the power in the Articles to set up such additional Committees and Panels as it sees fit and to co-opt additional members when it deems appropriate. Effective Committees are essential to the running of Scottish Golf Limited. Amateur sport, golf in particular, cannot function successfully without considerable input from volunteers. Serving on a Committee of the national governing body is one way that the expertise and experience of the club golfer, and of former or current Area/County officials, can make a meaningful contribution to the success of Scottish golf. Committees will be most effective if they are populated by the best people in terms of skills and experience, and who are available and willing to serve at any given point in time. It is also important to strike a balance between retaining key knowledge/experience and having new ideas and challenges to consider. To strike such a balance, Committee members will have a defined term of office and will be appointed on the basis of their track records and potential contribution to Scottish golf. Appointments to Committees Vacancies for Committees will be intimated to Clubs, Areas and Counties and posted on the Scottish Golf Limited website. Nominations for each Committee may be made by Clubs, Areas and Counties (in each case with the consent of the nominee) for consideration by the Board. In addition, individuals will be able to submit their CV to the Board for consideration. The Board will review the applications and interview candidates in a manner as it sees fit to determine the successful applicant(s). In selecting the committee members, the Board will take into consideration the mix of skills necessary for each Committee to function effectively. If necessary, the Board will be able to co-opt additional members to fill a casual vacancy or to cover a specific need. The Chairman of the Board shall be an ex officio member of all committees. Terms of Office A member of a Committee will serve a term of office of three years and can serve a maximum of two terms which may or may not be consecutive. The Board will determine a rotation of Committee members to achieve continuity within each Committee. The Board of Scottish Golf Limited will be required to appoint Scottish representatives to serve on other external bodies e.g. the European Golf Association, British Golf Association, Scottish Golf Support, Ladies Golf Union and CONGU. The terms of appointment for representation on these bodies may not be the same as for appointments to the Board or Committees of Scottish Golf Limited. In such circumstances, the Regulations will provide for the terms of office and eligibility for re-appointment to be determined by the regulations of the external organisation and not to be subject to any term of office restriction of Scottish Golf Limited. In addition, if a Scottish representative on an external body is not a current member of the Scottish Golf Limited Board, a Committee, or Panel and the Board will co-opt that Representative to the relevant Committee or Panel. This will maintain continuity and facilitate appropriate communication and reporting between Scottish Golf Limited and the external organisation. Championships Committee The Committee will comprise: The Director responsible for Championships who will act as Chairman An R&A qualified Rules Official from the Rules Panel (see below) Up to eight members appointed by the Board, taking into account the need for national coverage when the appointments are made. Gender balance is considered appropriate for this Committee and the appointments will comprise a minimum of two of each gender. Committee members should have experience in running events and, if not already holding a Rules qualification, be prepared to work to obtain one The Committee will work to the following remit: To recommend venues for the championships and other competitions To recommend management teams and Rules Officials for all championships and competitions To ensure on-going training and examination update opportunities for existing members of the Rules Panel To support the staging of the annual championships and competition programme To recruit new members to the Rules Panel as necessary to ensure there is a sufficient number and distribution of Rules Officials for the staging of championships and international events Committee members will be expected to assist the staff in the running of some events each year, particularly when events are in their own region. The championships and other tournaments run by Scottish Golf Limited are, for many golfers and golf clubs, the only face-toface contact that they have with the management of Scottish Golf Limited. It is crucial that such events are run to a very high standard and having a pool of wellqualified, experienced Rules Officials and competition administrators is important in achieving this. The Rules Panel: The Championships Committee will maintain a list of Rules Officials, whose qualifications meet the Rules Officials Policy as set out by the Board, and who are available to form a Rules Panel to officiate at Scottish events. This list shall be reviewed annually. There will be no time limit for membership of the Rules Panel but members must meet the on-going qualification requirements. The Rules Panel will meet as recommended by the Championships Committee. Club Development Committee Accountable to the Chairman of Scottish Golf Limited and The Committee will comprise: The Director responsible for Club Development who will chair the Committee A golf club manager Up to four other members appointed by the Board The Committee will look for support from representatives of external bodies including the Professional Golfers Association (PGA), sportscotland, VisitScotland, Scottish Enterprise and Golf Tourism Scotland. The Committee will work to the following remit: To support the staff in the development, implementation and evaluation of initiatives designed to meet the objectives of increasing club membership and developing stronger clubs To link Scottish Golf Limited activity with the golf tourism activity of Scottish Enterprise and VisitScotland To provide guidance, including seminars, and support to affiliated Clubs in terms of business matters including HR, Health & Safety, business planning, governance, club management, legislation affecting clubs, club marketing and strategy To support the work of the staff in the implementation of the Scottish Golf Limited Child and Adult Protection Policy. A panel, the Scottish Golf Limited Child and Adult Protection Panel will support this remit To provide support and guidance to affiliated Clubs on current greenkeeping practices, legislation and environmental matters which affect the management and presentation of golf courses. A sub-committee, the Golf Course Committee, shall support this remit. A member of the Club Development Committee will chair this sub-committee which will comprise such members as appointed by the Board and which may include representatives from external organisations involved in greenkeeping and agronomy Finance and Management Committee The Committee will comprise: The Finance Director who will be the chairman of this Committee The Commercial Director The Communications Director Such additional members as may be appointed by the Board The CEO will be in attendance at meetings of this Committee. The Committee will work to the following remit: To consider and make recommendations to the 19 20

13 Appendix 2 Composition and Remits of Committees and Panels Board on all matters relating to the budgets and financial management of Scottish Golf Limited To consider and make recommendations to the Board for a five year, and accompanying annual, business plans To consider and make recommendations to the Board on matters relating to staffing structures and establishment, compliance, human resources and office premises To be responsible for corporate communication and advocacy To be responsible for communication with the Areas and Counties (including the Scottish Golf Forums) To report to the Board on any ongoing strategic collaborations for golf in Scotland Handicapping and Course Rating Committee The Committee will comprise: The Handicapping and Course Rating Director who will chair the Committee Up to seven other members appointed by the Board. The Board will seek Committee members who have skills and experience in handicapping, in United States Golf Association (USGA) Course Rating, in research and statistical analysis and in golf club management The Committee will work to the following remit: To monitor the application and maintenance of the CONGU Unified Handicapping System (UHS) in the Clubs and affiliated organisations To oversee the administration and implementation (which includes the operation of a Rating Review Panel) of the Course Rating System of the USGA in Scotland To monitor the maintenance the Central Database of Handicaps To make recommendations to the Board and to CONGU or the USGA (as appropriate) regarding future changes to the CONGU UHS or USGA Course Rating System or the administrative procedures of Scottish Golf Limited for implementing the CONGU UHS or the Course Rating system of the USGA Participation Committee The Committee will comprise: The Participation Director who will chair the Committee A representative from Clubgolf Scotland Limited Up to six other members appointed by the Board with at least two of each gender The Committee will work to the following remit: To support the staff in the initiation, evaluation and implementation of programmes and strategies designed to promote the goal of growing the game, including adult participation programmes and supporting the volunteer strategy To monitor the Clubgolf delivery and strategy Performance Committee The Committee will comprise: The Performance Director who will chair the Committee The Scottish Golf Limited Performance Manager Up to eight other members, at least three of each gender, which may include a National Coach, representatives of any selection or performance related Panel established from time to time and other members as appointed by the Board Committee members should have knowledge and experience of performance issues obtained from involvement in elite golf, elite sports, sports science and/or coaching. Whilst not voting members of this Committee, the national coaches will be in attendance as required. The Committee will work to the following remit: To monitor the work undertaken in selection, performance and academy/golf development activities To recommend the international events programme To monitor and evaluate the performance of teams, squads and players Remuneration Committee The Committee will comprise: The Chairman who shall chair the Committee The Finance Director Two other Board members The Committee will work to the following remit: To consider and oversee the implementation of a fair and reasonable performance related remuneration system for Scottish Golf Limited To determine the process by which annual remuneration is set To consider the recommendations of the CEO for annual remuneration using the agreed process and to report to the Board thereon To review the annual remuneration of the CEO and report to the Board thereon To consider the implications of any independent review of salaries and packages against the market 21 22

14 Appendix 3: Audit and Governance Committee Role of the Audit and Governance Committee The detailed role of the Audit and Governance Committee is contained within the Regulations of Scottish Golf Limited. Within its main functions, it is expected that the Audit and Governance Committee will focus on the following key areas: Development and delivery of Scottish Golf Limited Strategy Effective systems of governance and financial reporting Risk management Equality and diversity Communication and consultation Composition The Audit and Governance Committee Chairman must be independent of the Board. The appointee must not have held a Scottish Golf Limited/Scottish Golf Union Limited/ Scottish Ladies Golfing Association Limited Board position for a minimum of three years prior to appointment The Audit and Governance Committee will consist of four further members, including one from the Board of Scottish Golf Limited who will act in an ex officio capacity Excluding the Chair and the Board member, at least two of the additional Committee members must be members of an affiliated Club The Board must ensure that least one of the Audit and Governance Committee possesses recent and relevant financial experience and have a professional qualification from one of the professional accountancy bodies. Former Scottish Golf Union Limited/ Scottish Ladies Golfing Association Limited auditors and Finance Directors should not be considered It is desirable for one of the Audit and Governance Committee to have knowledge of equality and diversity issues Appointments will be for a period of up to three years, extendable by no more than one additional three-year period Meetings The Audit and Governance Committee Chairman will decide the frequency of meetings but there must be at least two per annum Only Audit and Governance Committee members will attend meetings although, from time to time, the Committee will have the powers to invite advisors with specific skills should it be necessary The Committee must meet with external auditors at least once per annum Quorum for meetings will be three Resources Scottish Golf Limited will provide sufficient resources to enable the Audit and Governance Committee to undertake its duties, including secretarial support The Scottish Golf Limited Board, via the CEO, will ensure all necessary papers are freely available to the Audit and Governance Committee and provided timeously Scottish Golf Limited will provide any necessary induction training in operations and activities of Scottish Golf Limited for non-scottish Golf Limited members Scottish Golf Limited will ensure ongoing training is available for the Audit and Governance Committee if required (e.g. courses/seminars in risk management, equality, company law and finance) Reporting The Scottish Golf Limited Board must ensure that the Audit and Governance Committee is in possession of the draft Scottish Golf Limited Annual Report at least one calendar month prior to it being published. This will allow the Audit and Governance Committee adequate time to review the Report and advise the Board whether, on the whole, it is fair, balanced and understandable, and provides the information necessary for stakeholders to assess Scottish Golf Limited s performance The Audit and Governance Committee will be allocated a separate section of the Annual Report in which to make relevant comments and observations The Audit and Governance Committee will also provide an interim half yearly report to members 23

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