Lawn Tennis Association Limited Governance Structure 1 January 2015

Transcription

1 Lawn Tennis Association Limited Governance Structure

2 Index Introduction... 1 Lawn Tennis Association Limited and its decision making structure... 2 Overview... 2 Council... 2 The Board... 3 Board and Committee Structure... 4 Tennis Performance Committee... 4 Tennis Development Committee... 4 Other Committees... 4 Advisory Project Groups... 5 Appendices Appendix 1 LTA Limited Governance Structure Diagram... 6 Appendix 2 Councillor Role Definition... 7 Appendix 3 List of organisations who may nominate Councillors... 9 Appendix 4 Board Responsibilities Appendix 5 Scheduled Business for Board Meetings... 12

3 1. Introduction The mission of Lawn Tennis Association Limited ( the LTA ) is to get more people playing tennis more often, and part of its role is to govern tennis in Great Britain, Channel Islands and the Isle of Man by acting as guardians to promote and safeguard the integrity of the sport. The LTA is proud of the governance changes it has made in the past ten years. In 2004, the LTA Council agreed to pass responsibility for operational decision making to the Executive. In 2005 the LTA appointed its first two independent non-executive directors, Val Gooding and Sir Robert Phillis. In 2009 the Council Reform Project Group reviewed the LTA Council s structure, size and ways of operating and made a series of recommendations. Between 2010 and 2013 those recommendations have been implemented resulting in a smaller, more skills-based, Council. Another milestone in the LTA s history was on 1 st October 2011 when it changed its corporate structure from an unincorporated association to a company limited by guarantee. In 2012, it was agreed by the Council that an independent non-executive Chairman of the Board should be appointed, that the post of Honorary Treasurer be abolished, and that the number of Committees and Panels be streamlined, in order to allow the LTA to be more effective in its decision making. In January 2013, the LTA welcomed David Gregson as its first independent nonexecutive Chairman. The LTA now has in place a skills based Board, chaired by David Gregson, and its first female President, Cathie Sabin. The LTA will continue to look at ways of improving its corporate governance, including increasing the diversity of its Board and Council in line with Sport England s Corporate Governance recommendations. The LTA is pleased to welcome Chelsea Warr, Clare Hollingsworth and Nicola Maskens as new Board members this year. Cathie Sabin President David Gregson Chairman 1

4 2. Lawn Tennis Association Limited and its decision-making structure 2.1 Overview Lawn Tennis Association Limited ( the LTA ) is a company limited by guarantee whose constitution is set out in its Articles of Association, as well as its Rules. The stated object of the LTA in its Articles is to be the governing body of tennis in Great Britain, the Channel Islands and the Isle of Man with the general object of advancing and safeguarding the interests of tennis and to promote increase in participation at all levels of the game of lawn tennis. Although not stated in its Articles, the LTA s mission is to get more people playing tennis more often. Its role is: (i) (ii) (iii) to develop the sport through support for those partners who grow tennis in a viable way; and through world class support for British players and coaches who inspire more people to play and follow tennis; to promote the sport by increasing the appeal and awareness of tennis; and govern British tennis acting as guardians to promote and safeguard the integrity of tennis. The LTA s shareholders, known as members, are organisations which have an interest in the development and promotion of tennis in Great Britain. They are the 36 English counties, Tennis Scotland, Tennis Wales, Channel Isles LTA and Isle of Man LTA, the All England Lawn Tennis and Croquet Club (AELTC), the Tennis Foundation (TF), Army LTA, Association of British Tennis Officials, Insurance LTA, United Banks LTA, British Universities Sports Association, Royal Air Force LTA, Royal Navy LTA, Seniors Tennis GB, International Lawn Tennis Club of Great Britain, Civil Service LTA and National Wheelchair Tennis Association of Great Britain. The LTA has an Executive Team and below that a leadership team which is made up of the heads of the various departments. The Executive Team is charged with the day to day operation of the business. Whereas the Board determines the strategy of the LTA on the basis of proposals submitted by the Executive Team. The Board in turn consults with the Council on strategic matters. A diagram setting out the LTA s structure is set out at Appendix Council The LTA s Council is the forum representing most of those bodies which are members of Lawn Tennis Association Limited and some other organisations involved in tennis. Its composition and powers are governed by the Articles of Association and the Rules of the LTA. It consists of the President (who chairs the Council), Deputy President and Councillors (who are nominated by the various member and player organisations). In addition, both the LTA Board and the Tennis Foundation can nominate Councillors. Councillors play an important role in growing tennis throughout Britain. The Councillor Role Definition is set out in Appendix 2. A list of the organisations who may nominate a Councillor is set out in Appendix 3. The Standing Orders set out how the Council operates as well as the composition of, and appointment to, the Board and other committees. 2

5 The Council is consulted on strategic matters including the LTA s mission and role, strategy, the annual budget, and accounts. Council also regularly approves the nomination of the Officers, for example nominations for the President and the Deputy President and Council representatives to the Board as well as certain other office holders as set out in the Standing Orders/Rules. It also reserves the right to approve amendments to the Standing Orders and the LTA s Articles and Rules (which are also subject AGM approval), and to approve any material changes to the agreement in place with AELTC in respect of The Championships, Wimbledon. As they are matters of direct financial interest to member bodies, annual subscription and registration fees and the rate of interest to be charged on the LTA s loans are matters on which Council decides. The Council on average meets three times a year as well as at the Annual General Meeting. The first meeting each year takes place in February, followed by a meeting in May and a third meeting in October or November. Each meeting deals with the formal business of Council as well as strategic matters giving Councillors an opportunity to engage in general debate on specific topics. Council plays a really important role in linking the work of the LTA centrally with its support for volunteers, coaches and parents in delivering and growing the sport locally. Before their first Council meeting, training is given to all new Councillors on the workings of the LTA. 2.3 The Board A. Membership of Board The Articles provide that the Board cannot exceed 15 directors in number. The Board is usually made up of the following directors: the Chairman, the President, Deputy President, the Chairmen of the Principal Committees namely Tennis Development and Tennis Performance, two Council-elected directors, the Chairman s and President s nominee (if appointed), the Chief Executive, the Finance Director, up to two Executives appointed by the Chief Executive and up to two unpaid outside independent Board directors. The maximum unbroken term for directors is six years, with exceptions for the Executives, the Chairman, President, Deputy President, and the Independent Board Members once nominated for these positions. The appointment of the independent Chairman and the independent Board members is, on the recommendation of the Nominations Committee, decided by the Board with the approval of Council. Training is given to all Board members on joining the Board, with additional training as required thereafter. B. The Role of the Board The Board is responsible for the direction and strategy of the LTA to deliver its mission. The matters which the Board are responsible for are set out in Appendix 4. There are on average five Board meetings a year. At Appendix 5, is a table setting out the scheduled business for each Board meeting. 3

6 3. Board and Committee Structure The Board may delegate any of its powers to its Principal Committees and Committees as set out in the diagram at Appendix Principal Committees There are two Principal Committees the Tennis Performance Committee and the Tennis Development Committee. Their terms of reference are set out in the Standing Orders. These two Committees report to the Board through their respective Chairman who will be members of the Board. The Committees do not have any decision-making powers but have delegated responsibility from the Board. The minutes are provided to both the Board and Council and the Chairmen will update the Board on any key issues. A. Tennis Performance Committee The Tennis Performance Committee makes recommendations to the Board on the strategic performance areas and the Performance System infrastructure for Player programmes, including National Teams, High Performance Coach Development, High performance competitions and the Performance centre network. B. Tennis Development Committee The Tennis Development Committee makes recommendations to the Board on the participation strategy and plans and it has a series of main work streams set by the Board each year. 3.2 Other Committees The other Committees of the LTA are those you would expect to find in any other similar size business namely an Audit Committee, a Remuneration Committee and a Nominations Committee. The Audit Committee is chaired by the Deputy President and one of the independent directors also sits on the Committee. Remuneration Committee is chaired by one of the independent directors. The Nominations Committee which makes recommendations on appointments to various offices is chaired by the President who has an overview of the skills of Councillors who may serve on the various Committees. The Terms of Reference of these Committees are attached as Appendices in the Standing Orders and can be found on the LTA s website at In addition to these Committees there are two specialist Committees: (i) The Licensing & Registration Committee, which deals with accreditation of licensed and registered coaches and officials; and (ii) The Safeguarding and Protection Committee which makes decisions regarding safeguarding of children and vulnerable adults. There is also a Disciplinary Panel established by the Board made up of external individuals with legal and/or tennis experience as well as LTA Councillors. Individuals on the Panel will hear cases brought by the Disciplinary Officer. 4

7 3.3 Advisory Project Groups The Board has also established a number of Advisory Groups. There is an Investment Advisory Group chaired by the Finance Director. There is also a Funding Advisory Group which advises on capital facility grant and loan applications. The Board and the Principal Committees may also appoint ad hoc groups called project groups in accordance with Standing Order 83. The responsibility for the activities of and the monitoring of such project groups is with the Board. In the case of the Tennis Development Committee rather than project groups it has a series of work streams. In addition, the Board has established the County Treasurers Working Group which meets regularly to raise issues of concern and to share knowledge and experience. These project groups and work streams in the case of the Tennis Development Committee, may involve any mix of Councillors, Executives or specialists from outside the LTA to undertake a range of tasks. 5

8 Appendix 1 Lawn Tennis Association Limited s Governance Structure (as from ) Audit Committee Lawn Tennis Association Limited COUNCIL Tennis Performance Committee* Safeguarding and Protection Committee Licensing & Registration Committee Lawn Tennis Association Limited BOARD Tennis Development Committee* Nominations Committee Remuneration Committee EXECUTIVE TEAM LEADERSHIP TEAM,.. * together referred to as the Principal Committees 6

9 Appendix 2 The Role of a Lawn Tennis Association Limited Councillor The general requirement of the role is to be a representative of the organisation (and its members) which elected him/her to the Council. 1. Purpose Councillors are elected each year at the Lawn Tennis Association Limited s ( LTA ) AGM following nomination by the members of the LTA who are entitled to representation on the Council. They are elected as representatives of the members which nominated them to the Council and should play an active role in the organisation which nominated them. Council plays an important role in helping to get more people playing tennis more often. 2. Accountability Whilst Councillors are elected to represent their members, they must act in the best interest of the LTA as a whole, as stated in the Conflict of Interests Policy. They are representatives, not delegates mandated to vote as their organisation has previously instructed. Councillors are expected to uphold the accountability of the Equality and Diversity Policy. Councillors are asked to express their opinion at Council but once a decision has been taken they have collective responsibility to support the implementation of that decision. 3. Role The key areas of the Councillor s role are as follows: a) To act as a two way link between the representative body which elected them and the Board and Executive staff of the LTA. In particular, they need to be able to cascade information from the Council meetings to their member organisation and respond to requests for information from the LTA on matters relating to their member organisation. It is essential that the person appointed is able to give time to assist in the further development of British tennis and ensure that the LTA s strategies are supported by the organisation he/she represents. b) To lead in the identification and support of new and existing volunteers who are able to work with the County executive and volunteer teams to deliver the LTA s Participation Strategy and to be an active member of regional forums. c) It would be expected and appreciated if the Councillor would represent the LTA at County and Inter County Competitions and other relevant events. d) To be able to serve on the LTA s Board, Committees, Advisory Groups, Project Groups/Work Streams and so contribute his/her knowledge and experience to the relevant areas, which are broadly: Direct management of the LTA: (Board only). The principal committees, namely the Tennis Development Committee and the Tennis Performance Committee. The regulatory function of the LTA: e.g. Disciplinary Panel, Safeguarding and Protection, Coach Licensing and Registration Committee. Project Groups / Work Streams. e) To contribute to policy making through the appropriate channels. 7

10 f) To give advice through the appropriate channels to Executives, drawing on his/her own experience, knowledge and expertise. Appointment 4.1 Although there is no minimum or maximum length of term, or standard method of selection for Councillors, member organisations should regularly review their appointment process and the Councillor elected to ensure that they always have the best possible representative on the LTA s Council, and in the light of the requirement of the role set out above. Any Councillor should be closely involved in the affairs of his/her organisation. 4.2 Ideally in the first instance Councillors should be appointed to serve for a minimum of three years. Attendance at meetings will be a matter of public record and part of the review process. If a Councillor misses three consecutive Council meetings without permission from the President, they may be removed from Council. 4.3 When selecting/electing Councillors the Skills and Experience Questionnaire should inform the process. 8

11 Appendix 3 List of Organisations Who May Nominate Councillors NATIONAL ASSOCIATIONS Tennis Scotland Tennis Wales COUNTY ASSOCIATIONS Avon Bedfordshire Berkshire Buckinghamshire Cambridgeshire Cheshire Cornwall Cumbria Derbyshire Devon Dorset Durham and Cleveland Essex Gloucestershire Hampshire & Isle of Wight Herefordshire & Worcestershire Hertfordshire Kent Lancashire Leicestershire Lincolnshire Middlesex Norfolk Northamptonshire Northumberland Nottinghamshire Oxfordshire Shropshire Somerset 9

12 Staffordshire Suffolk Surrey Sussex Warwickshire Wiltshire Yorkshire ISLAND ASSOCIATIONS Channel Islands Isle of Man OTHER ORGANISATIONS Association of British Tennis Officials Combined Armed Services Representative Seniors Tennis GB Tennis Foundation The All England Club 10

13 Appendix 4 Board Responsibilities Operational, Performance and Budget Matters 1. Approval of strategic plan. 2. Approval of annual plan and budgets. 3. Setting and monitoring of targets to achieve the annual operating plan. 4. Conducting an annual review of the Board. 5. Agreeing policy on health and safety, safeguarding, data protection, equality & diversity and other related matters. 6. Review of Board sub-committee recommendations including, but not limited to, the Principal Committees. 7. Requesting advice or seeking scrutiny from the Principal Committees on designated matters. 8. Any single new event or project proposal (i.e. not in the agreed operating plan and budget) where the capital, assets or annual revenue costs, including computer hardware, software and development costs, exceed 250,000, or a series of such unbudgeted events and proposals in the aggregate exceed 250,000 in any one year. Financial, Audit and Risk Matters 9. The financial performance of the organisation throughout the year. 10. Assessing annually the LTA s relationship with related organisations such as AELTC, the International Tennis Federation, Tennis Europe and TF. 11. Through its Investment Advisory Group, reviewing the treasury and investment policy. 12. All donations, charitable (e.g.tf and or LTA Trust) or otherwise. 13. Acquisition/disposal of subsidiary companies. 14. Through its Audit Committee, reviewing the effectiveness of the financial controls and risk management plan and in particular the recommendations of the Audit Committee. 15. Recommending to Council the annual appointment of Auditors. Governance Matters 16. Approving recommendations for the Chairmen and make up of Board committees and Advisory Groups. 17. Approval of changes to LTA Rules and Regulations. HR Matters 18. While the day-to-day management of human resources is vested in the Chief Executive, the Board will review the associated general policies including staff pensions annually. 19. Changes in pension policy. Communications 20. Reviewing annually the communications and crisis management strategy of the LTA. 21. Any nomination for an award or recognition not covered above. Consultation with Council The Board will consult with Council on the following matters: General vision, strategy and budgets; The LTA s Accounts and Annual Report for circulation to the AGM; Nominations as required by Standing Orders; 11

14 The LTA s Rules and Articles (subject to AGM approval); Standing Orders of Council; Subscription fees for Members and Associates; Interest charged on LTA Operations Limited loans; and Any Proposal for a material alteration in the terms of the agreement with AELTC in respect of The Championships. 12

15 Appendix 5 Scheduled Business for Board Meetings Meeting Date Scheduled Business General business Declarations of Interest Consideration of minutes from previous meetings and discussion of any matters arising Report from CEO and other members of the Executive team, as determined by the CEO Review of operational achievements/forecasts against targets/budgets for present year Review of any Board/Committee/Panel recommendations Consideration of matters relating to The Championships International Report from International Representative (to include report on the ITF AGM at the appropriate time) Finance Update from the Finance Director Health & Safety Update from Company Secretary February Approval of Strategic Plan Approval of statutory accounts Consideration of whether to waive interest on loans Review of Board performance and agree Board Challenges Review of The Championships strategy for forthcoming year Agree format of February Council meeting May Presentation of Q1 reforecast Approval of subscription fees for members Nominations for submission to Council for President and Deputy President for following year (in accordance with Standing Orders 41-45) Consideration of recipient of Carl Aarvold Award Appointment of LTA Operations Limited Major Events/Tournament Ambassadors for following year Report on TE AGM Agree format of May Council meeting July Consideration of Q2 reforecast Update on Annual Plan Consideration of nomination by Nominations Committee of chairpersons of Principal Committees Consideration of nominations for Councillors received from National, County and Island Associations, other Member Organisations and sponsors of other Councillors (eg TF, International Club, TIA and Lawn Tennis Association Limited Nominated Councillors) September Budget pre planning process Consideration of, and action arising from, any declaration of financial interest by members of Council under Rule 27 (as disclosed on Councillor declaration of interest forms submitted in accordance with Standing Order 94)Review of proposed amendments to Standing Orders, Rules, Articles and/or regulations Appointment of leader and delegates to General Meetings of ITF and TE Appointment of International Representative Appointment of President s/chairman s Nominee (if any) Appointment of Disciplinary Officer and Anti-Doping Officer 13

16 Nominations for Lawn Tennis Association Limited s representatives on Committee of Management and Joint Finance Committee of The Championships Nominations for Lawn Tennis Association Limited s representatives on other Joint Committees Consideration of Chairperson of Audit Committee Consideration of Independent Board Member to serve on Remuneration and Audit Committees, consideration of independent chairperson and membership of Safeguarding & Protection and Licensing & Registration Committees Consideration of members of Principal Committees and membership of Facilities Advisory Group Consideration of Disciplinary Panel list Agree format of October/November Council Meeting December Review of progress against Annual Plan Approval of Annual Plan for budget for next year Agree work streams for Principal Committees Review updated Corporate Structure Document including format for Board reporting for ensuing year Consideration of nominations for Honorary Membership of Lawn Tennis Association Limited, Retired Councillor Service Award and Meritorious Service Awards Approval of AGM agenda 14