Scottish Golf Amalgamation Frequently Asked Questions Frequently asked questions regarding the proposed amalgamation of the Scottish Golf Union Limited and Scottish Ladies Golfing Association Limited
The Amalgamation Proposal FAQs Introduction This Frequently Asked Questions (FAQs) document highlights some of the questions relating to amalgamation that have been asked most often, including those raised during the consultation. Additional and more detailed information about a range of issues can be found in the document Consideration of Responses to the Consultation Proposal available on the Scottish Golf Union Limited (SGU) and Scottish Ladies Golfing Association Limited (SLGA) websites. Subjects The Proposal The Company Membership Areas and Counties Board Board Committees Audit and Governance Committee The Scottish Golf Forums Presidents and Vice Presidents Nominations Panel Championships and Performance Finance The Proposal What are the benefits of amalgamation? A national governing body speaking with one voice will give a powerful message about the direction and approach of the leadership of the sport and will widen the appeal of golf in today s culture and society. By combining resources, the already very good services and back up to golf clubs can be improved. There are likely to be many other advantages, such as attracting more commercial sponsorship and more sportscotland and government funding. Amalgamation is a primary enabling step in the longer-term programme to reverse the trend of declining golf club membership. 1
What will amalgamation mean for Clubs? The main constitutional change for Clubs is that they will be voting members of Scottish Golf Limited in their own right and entitled to vote directly on behalf of their members - both men and women - at General Meetings of the new company, Scottish Golf Limited. Presently, within SGU the men s Areas vote on behalf of male club members; within SLGA women s clubs and women s sections of mixed clubs vote directly. How will services to Clubs improve? Following amalgamation there will be a single point of contact for Clubs on all issues which will ensure that access to guidance, information and support is simplified. For example, there will be a single point of contact for handicap enquiries, queries about affiliation fees, the provision of the member benefits programme to both men and women, and information about legal matters and safeguarding etc. How will the interests of women s golf be protected in the new structure? The Proposal provides for this in several ways: Counties, which play a vital role in organising tournaments and identifying and developing talented golfers, will have a significant voting say in Scottish Golf Limited Counties will also be represented in the Scottish Golf Forums which have the remit of identifying and considering issues of importance to grass roots golfers, and then bringing their recommendations to the Board At all times at least one of the President, Senior Vice President and Junior Vice President will be a woman The Board will have a minimum of three women directors (and a minimum of three men) out of a total Board membership of nine, and some Committees will also have gender balance The Audit and Governance Committee will have a responsibility to ensure that Scottish Golf Limited is allocating resources effectively. This will include treating women s golf fairly The company What will the new organisation be called? Scottish Golf Limited. Why will Scottish Golf Limited be a Company Limited by Guarantee? This is the form of legal entity which most sports governing bodies and charities have adopted. It affords all the democratic advantages of a limited company, whilst it also is easier to administer. Why is the SLGA being used as the vehicle to effect the amalgamation? As the SLGA is already a company limited by guarantee. Using it as the corporate vehicle allows the objectives to be achieved while minimising costs. Membership Why will the Clubs, together with the Areas and Counties, be members of Scottish Golf Limited? This is democratic and acknowledges the importance of these groups to Scottish golf. The Clubs are the lifeblood of the sport. They provide 60% of the combined revenues of the SGU and SLGA at present, and it is of crucial importance to the future of the sport that they are encouraged to participate as fully as possible in the re-establishment of golf as a vibrant, growing sport and leisure activity in Scotland. Why will Areas and Counties have 10 votes each? Ten votes for each County and Area equates to approximately one third of the total possible votes. This recognises the considerable value which the Areas and Counties contribute to Scottish golf at a local level, for example in organising local championships, selecting representative teams, providing coaching, and identifying emerging talent. Whilst the greatest proportion of voting power should reside with the Clubs, the Areas and Counties should have a substantial degree of influence. Why is proportional representation not being applied to voting? It is considered that this would not serve the best interests of Scottish golf as it could result in dominance of the smaller and/or more geographically remote Clubs (and Areas and Counties) by the larger ones and make it difficult for the necessary skilled personnel, knowledge and expertise to emerge. Why will Counties have the same number of votes as Areas? It is necessary to pay due regard to the consideration that generally golf clubs have a substantial predominance of male members. Under the proposal the 2 3
largest category of membership of the new body will be the Clubs (accounting for approximately two-thirds of the whole membership), and as clubs will represent the interests of all their members - both male and female, this is an appropriate method of achieving democratic representation and ensuring that the female voice is heard with sufficient potency at the highest levels in Scottish golf. Why is it deemed appropriate for all playing members to have a vote at Club level on Scottish Golf matters? All playing members will pay the same per capita fee to Scottish Golf Limited and therefore should have a say in the company, no matter what category they are within their own Club. Why will individual golf Club members not be members of Scottish Golf Limited? This high level of democracy may be an aspiration but presently individual membership is impractical and too costly to administer. Areas and Counties Will there be any effect on Area and County boundaries? No. Will men s Area and women s County associations be required to amalgamate? No. Whilst Areas and Counties are encouraged to work closer together and consider amalgamating, this will not be mandatory. This would require a redrawing of some Area and County borders to effect harmonisation of the geographical boundaries and also constitutional changes to many Area and County constitutions which neither the existing governing bodies, nor Scottish Golf Limited under any proposal, have the power to effect. Areas and Counties are autonomous bodies with their own constitutions and membership. It is desirable that Areas and Counties collaborate and part of the remit of the Forums will be to facilitate closer working and effective communication between Areas and Counties at local and national level. Will Areas and Counties finances be affected? No. Areas and Counties will continue to fund their activities as now. However, it is expected that central funding will also be provided. Board How will Directors be appointed? Candidates for directorships will be sought as widely as possible. As well as publicly advertising the posts of Chairman and Directors, nominations for these positions will be sought directly from Areas, Counties and Clubs. Will the Chairman be elected at the AGM? Yes. What will the roles and responsibilities of the Directors be? 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 Scottish Golf Limited s strategy and performance. The roles are non-executive. Delivery of Scottish Golf Limited s strategy and services will be the responsibility of the staff under the day-to-day direction of the CEO. How long will Directors be able to stay in post? The term of office will normally be three years with Directors being limited to serving for two terms. Will the Directors be paid for their role? No. As is the case in both SGU and SLGA, the Chair and Non-executive Directors will not be remunerated for these roles. Board Committees Will men and women be represented in the membership of the amalgamated organisation s committees? Yes. Overall policy is to seek to appoint the best candidates for all Board and Committee positions. However it is acknowledged that there is a need to recognise certain gender-specific aspects. This is achieved by a minimum of three Directors of each gender on the Board and gender representation on some committees. If at any time a difficulty should arise in fulfilling these provisions, the Articles of Association permit a temporary alternative arrangement. 4 5
Audit and Governance Committee Why is there an Audit and Governance Committee? This committee will provide a check and balance on all Board activities. It will be established by the Board but will be independent of it. What will the functions of this committee be? It will assist the Board in ensuring the interests of stakeholders are properly protected in relation to sound governance. How will it report to members? It will report to the membership at regular intervals specifically in an interim half year report and in a full report at the AGM. The Scottish Golf Forums What is the purpose of the Scottish Golf Forums? To provide effective up and down communication between the clubs and the middle tier comprising the Areas and Counties on one hand and the governing body on the other. This will allow the Areas and Counties to discuss matters of common interest and to identify and develop best practice in all aspects of golf organisation. It is recognised that there is a need for a body to identify and debate issues which are important to golfers, golf Clubs and golf Club members. What topics will be discussed at Scottish Golf Forums? The topics to be discussed at all Forums should be determined by the Areas and Counties themselves. Scottish Golf Ltd will provide all resources necessary to allow these purposes to be achieved. In particular the Areas and Counties will be entitled to call upon Scottish Golf Ltd to undertake research and provide material as requested. Staff of Scottish Golf Ltd will be on hand at all Forums to supply required information. Will the Board take heed of issues discussed at the Forums? Yes. 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. Presidents and Vice Presidents The role of President can be demanding and amalgamation will increase the workload. How will this be managed? There will be a President, a Senior Vice President and a Junior Vice President who will share the responsibilities. How will the first President and Vice Presidents of the new organisation be appointed? The new office bearers will be selected by the Appointments Panel as soon as practicable after amalgamation and after the new Chairman and Directors have been appointed. Nominations will be sought from Clubs, Areas and Counties for the positions and the successful candidates will be recommended to the Board for approval in the first instance. As there is a strong likelihood of amalgamation taking place midway through a year, the new appointments will be put to the first Scottish Golf Limited AGM for ratification. Thereafter, the process of appointing Presidents and Vice Presidents will become the responsibility of the Nominations Panel as outlined in the Proposal. Nominations Panel What is the role of the Nominations Panel? The Nominations Panel will be appointed by the Board to assist in the selection of the President and Vice Presidents of Scottish Golf Limited. Championships and Performance Why will there be separately organised male and female championships and competitions, and training? Although there will be a single Championships Director and Committee, it is recognised that these competitions should run on a gender-specific basis. Scotland has a long and proud history of staging excellent championships for men, women, boys and girls. This is a vital part of Scottish golf and should be maintained and nurtured. 6 7
There will be a single Performance Director and Committee, but the training squads will be gender specific. Males and females sometimes need a different approach to how they are coached, although joint training sessions may be carried out if appropriate. Finance Who will be responsible for financial matters? The Finance and Management committee. The company accounts will be subjected to an independent external audit annually. How is the amalgamation process being paid for? The cost of meetings, working groups, briefings to Areas, Counties and Clubs, and the production and distribution of the Consultation Proposal has been paid for by SGU and SLGA with support from sportscotland. All members of the Joint Working Group are unpaid volunteers. How will funding be distributed in an amalgamated organisation to ensure fair shares for men s and women s golf? The Board and all the Committees will have an obligation to ensure that the interests of all parties are properly represented. How will subscriptions be paid post amalgamation? Subscriptions to Scottish Golf Limited will be paid by all member Clubs based on their playing membership. The Proposal obliges the new Board of SGL to undertake a review to determine the most appropriate method for members to provide funding to the governing body. Will the per capita subscription be the same for men and women? Yes. Will the per capita charge on Club members increase? Only by inflation. The financial forecasts assume that the per capita charge will remain at the level set for SGU member clubs for 2014/15, i.e. 11.00, adjusted only for inflation. If amalgamation had been in place for 2014/15, the average combined per capita charge would have been 11.40. The new Board will have the responsibility for proposing the subscription for approval by voting Members each year. However, financial projections have been made on the basis of a subscription for 2015/16 of 11.25 per playing Member. Will membership subscriptions to golf Clubs be affected? E.g. will men and women all pay the same rate of subscription? Amalgamation will have no effect on how individual golf Clubs set their subscription rates. Will women have to pay an additional membership fee to the Ladies Golf Union? No. Any fee payable to the Ladies Golf Union (LGU) will be included in the per capita subscription paid by all playing members to Scottish Golf Limited. Subscriptions to the LGU go towards the running costs of the Ladies, Girls and Senior Ladies British open championships, Home International Matches in these three categories, and International Matches such as the Curtis Cup, Vagliano and Junior Vagliano Trophies, and the Astor Trophy. Many of the equivalent men s and boy s championships and International Matches are run by the R&A with no charge being levied on the national organisations such as the SGU. In these circumstances, it is fair that the per capita subscription to Scottish Golf Limited takes in any charge paid to the LGU. What are the cost implications of amalgamation? The SGU and SLGA currently work together in many areas, so staffing is unlikely to change dramatically. There are a number of areas where the SGU and SLGA policies will need to be brought into line. This will have cost implications. There will also be an initial cost of rebranding and marketing the new company. Efficiencies will be made through streamlining of procedures but these will not be immediate. Will there be any staff redundancies at either of the two organisations? Both organisations are committed to appointing from existing members of staff but redundancies cannot be ruled out when the new structure is agreed. It is likely that the new Board of Scottish Golf Limited will undertake a review to determine the appropriate staff structure and numbers required. The staff will be protected by the provisions of the Transfer of Undertakings (Protection of Employment) regulations (TUPE). 8 9
Scottish Ladies Golfing Association Limited Caledonia House 1 Redheughs Rigg South Gyle, Edinburgh EH12 9DQ Call: 0131 339 3987 Email: admin@slga.co.uk Or visit: www.slga.co.uk Scottish Golf Union Limited The Duke s St Andrews, Fife KY16 8NX Call: 01334 466 477 Email: sgu@scottishgolf.org Or visit: www.scottishgolf.org Designed by: Jane Turner Design www.janeturnerdesign.com