ASA SPECIAL COUNCIL MEETING

Transcription

1 ASA SPECIAL COUNCIL MEETING Minutes of the SPECIAL MEETING of the Council of the Amateur Swimming Association Held at the Radisson Blu, East Midlands Airport 6 th July 2013 PRESENT: OFFICERS: Josie Grange (President) John Crowther (Chairman) David Sparkes OBE (Chief Executive) ASA BOARD: Keith Ashton Chris Bostock Anne Clark David Fletcher Ian Mackenzie Bernard Simkins Kay Grimshaw Robert Margetts Ray Gordon Simon Rothwell EAST: Tom Baster Sheila Mackenzie Andy Morton David Metcalf Derek Milton Paul Hayes Gerry Metcalf Dean Walker Joan Wheeler EAST MIDLANDS: Ursula Beck Brian Collis Claire Everest Carol Henson John Hidle David Rush David Hendel Stephen Penrice NORTH EAST: David Alexander Fred Murray Roger Perrell David Watson Alan Donlan Anne Reah NORTH WEST: John Armour Brian Boyle Janice Whittle Neil Booth Andrew White Alan Boyle Garry Whittle SOUTH EAST: John Davies Jane Davies Roger Prior Alan Lewis Roger Penfold Geoff Stokes Susan Harrison Mollie Lewis SOUTH WEST: Julia Airlie David Flack Gerry Griffin Ray Warren John Bird Philip Gordon Simon Veale Sue Dors Chris Robinson Coral Waldock LONDON: Stephen Baker Jean Cook John Melotte Jackie Bedford Norman Edgell Colin Robson Den Collen Alex Harrison WEST MIDLANDS: Mike Beard Simon Kirkland Alan Bartlett John Russell Tony Green Liz Sykes STAFF: Andy Gray Jane Nickerson Ashley Beaveridge Charlie Dunmore Cathy Lambert Tracey Carecci Director of Regulatory and Legal Affairs Chief Operating Officer Chief Financial Officer Assistant Head of Workforce Development Operations Team Operations Team 1

2 CHAIRMAN S WELCOME The Chairman welcomed delegates to the meeting and confirmed that the meeting was quorate. The format of the meeting was outlined to delegates as follows: Section 1 Awarding Body Proposal Section 2 Governance Review 1. APOLOGIES 1.1. Dave Robinson East Region Sub Joan Wheeler David Broomhall North West Region Gary Shields South East Region Gordon Smart South West Region Sub Gerry Griffin Hazel Day East Region Sub Derek Milton Janet Hedger South East Region Jim Wilks North West Region Sub Janice Whittle John Leach London Region Keith Chisholm North West Region Lisa Topliss East Midlands Region Sub Claire Everest Mavis Fox West Midlands Region Pam Davies West Midlands Region Ray Hedger ASA Board Member Richard Whitehead London Region Sub Alex Harrison Robin Butterfield North East Region Sub David Alexander Shelley Robinson South East Region Sub Jane Davies British Swimming Coaches Association English Schools Swimming Association Great Britain Diving Federation John Stiven 2. DECLARATIONS OF INTEREST 2.1. None declared. 3. MEETING RULES OF DEBATE 3.1. Members were reminded of the Rules of Debate, which should be adhered to and to hold their cards high when voting for counting purposes. 4. AWARDING BODY 4.1. The Director of Regulatory and Legal Affairs outlined the rationale for the proposal to Council for a separate ring fenced ASA Awarding Body Board. The proposal follows a visit from the Office of Qualifications and Examinations Regulator (Ofqual) who observed and highlighted how the differentiation between the ASA as a national Governing Body (NGB) and the Awarding Board as an Awarding Organisation is not clearly defined. For clarity they required a separate board to deal with commercial, taxation and operational issues within a budget set by the ASA and Terms of Reference as agreed by Council The Chairman advised members that there are no amendments submitted to the proposed Law change (19) as set out in the paper circulated to delegates Delegates were asked to approve the proposal for an ASA Awarding Body Board and to change ASA Law 19 in principle and intent as follows: 2

3 ASA Law 19 should be changed with the addition of the following ASA Law 19A in order to; create a ring fenced ASA Awarding Body Board that shall have the powers and responsibilities set out in detailed Terms of Reference (as may be approved by the ASA Council from time to time) such body to be independent of the ASA Board whilst operating within the confines of the Terms of Reference and within such budgets as may be agreed by the ASA Board and further that a Nominations Committee be established with power to recommend to ASA Council persons for appointment to the ASA Awarding Body Board The Chairman thanked delegates for their approval and requested that these proposals were effective immediately 5. ASA AWARDING BODY BOARD TERMS OF REFERENCE 5.1. Delegates were advised of two changes to the Terms of Reference Composition of the Board Senior Officers to be replaced with Responsible Officer Composition of the Board add 1 independent member shall be appointed as Vice Chairman Delegates were asked to vote on the Terms of Reference including the two amendments. 6. ASA AWARDING BODY BOARD NOMINATIONS COMMITTEE 6.1. The Nominations Committee consists of: ASA interim Awarding Body board members: Ray Gordon and Spencer Moore (Chair) HR Specialist Sarah Ingman Other representative James Emmett (Skills Active Director) The Nominations Committee were delegated the task of appointing (subject to ratification by ASA Council) the Chairman and Independents. Appointments to the ASA Awarding Body are detailed below. Chairman: Allan Shaw Independent 1: Earl Laird Independent 2: Warwick Andrews Independent 3: Steve McQuaid Independent 4: Ben Rockcliffe Delegates were asked to confirm the appointments. 3

4 The Chairman thanked delegates for their approval and confirmed these proposals were effective immediately. 7. GOVERNANCE REVIEW 7.1. The ASA Chairman invited Chris Bostock, Chair of the Corporate Governance Strategic Delivery Group to make a presentation to Council on the governance review The Chair for CGSDG outlined the work undertaken since the last Council meeting. The process had involved 3 years of work by the CGSDG, a thorough consultation process and excellent work by the Rules Consultation sub-group who included representatives from the Board and the Regions. This had resulted in the 3 proposals for consideration by Council Proposal to change ASA Laws in principle and intent to facilitate the change to a two board structure Proposal to change ASA Regulations Council were reminded that constitutionally the ASA Board has the right to approve changes to the regulations but as these changes were substantive it was felt for good governance Council should have the opportunity to note these by voting Proposal to move existing ASA Laws 17 plus to regulations - Members were advised that if Council accepts this proposal the appropriate Board will review them in due course The Chair of the CGSDG summed up by indicating he was confident that the new structure would give the sport the necessary skills to deliver a dynamic sport and to deliver medals Prior to any voting the Chairman invited the West Midlands Region representative Mike Beard to put forward their proposed and seconded change to item Item Proposal to change ASA Laws/Regulations Reference 14.3 ASA Law 16 The West Midland Region notes that should their appointee be temporarily unavailable to attend a Sport Governing Board meeting there is no provision for a substitute to attend. The Region believes the work of both the Sport Governing Board and the Regions will benefit from regular communication and dialogue with each other at board meetings. If a Region is not represented at a meeting this important link will be lost. The Region recognises that only the appointee has the full authority to act but wishes to see provision for a substitute to attend Sport Governing Board meetings as an observer without the power to vote, but able to speak when invited by the Chairman of the meeting to do so. 4

5 The South West Region wished to make a further amendment to this proposal but acknowledged that they had not done this in accordance with the time scales set in Law and sought a solution to putting forward a proposed change. It was suggested a proposal from the South West under law could be considered by the ASA Board at its September meeting for agreement by Council in October Members were asked to vote on the proposal from the West Midlands Region. Voting: 69 for; 2 against; 1 abstention motion carried Proposal to Change ASA Laws 1 20 (Section One Appendix 1) Members were advised that these changes would be taken en bloc as they relate to the concept of setting up a two Board structure and agreeing some but not all would compromise this The London Region brought to the attention of Council that the terms of office of the Regional representatives on the SGB is defined as 4 years however this may conflict with regional constitutions. It was recommended that these members be appointed for 4 years and re-affirmed by Council each year Delegates were asked to vote on the proposal to change ASA Laws 1-20 noting the comment put forward by the London Region Proposal To Change ASA Regulations (Section 2 Appendix 1) Council were reminded that constitutionally the ASA Board has the right to approve changes to the regulations but as these changes were substantive it was felt for good governance Council should have the opportunity to note these by voting Item 1 Regulation 58 Protocols for appointments. Delegates were advised that there was an omission on the circulated documentation regarding the Chairman of the Group Board. Delegates were advised that the criteria had been set out in the original presentation to Council last year and it is therefore suggested the Rules Group include this in the drafting of the regulations and the ASA Board review them at their meeting in September The Chairman confirmed that no amendments had been received from Regional delegates and therefore this section would be taken en bloc Delegates were asked to vote on the Proposal to change ASA Regulations Proposal To Move Existing Laws 17 Plus To Regulations (Section 3 Appendix 1) Delegates were reminded that when setting out on this course it was requested by ASA Board that we move to a less prescriptive constitution and as part of the governance review it is recommended that some Laws are moved to Regulations 5

6 and reviewed by the relevant Board Delegates were asked to vote on this proposal to move existing Laws17 plus to Regulations Delegates were thanked for their strong endorsement of the proposed changes made by the ASA Board. It was reiterated that all proposals had been approved and that the substantive change to a two board structure has been successful The Chairman asked Council to agree that the principle and intent already approved be effective immediately in order that the Laws and Regulations can be approved at the ASA Board in September. This will allow recruitment of the new Board to take place and potentially an interim period for a shadow Board to operate prior to appointment in October The London Region requested that when making appointments to the Sport Governing Board that consideration to representation of the disciplines is given. This was noted and will be considered by the Nominations Committee Delegates were asked to vote on the Principle and Intent being effective immediately. 8. AWARDING BODY BOARD 8.1. Delegates were advised that the Board referred to in the proposed changes for the Awarding Body Section will be the Group Board. 9. TERMS OF REFERENCE FOR THE PROPOSED BOARDS 9.1. South West Region The South West Region raised a query whereby it could be deemed the Sport Governing Board is subordinate to the Group Board. In response it was clarified that there is a need to be practical and that both the Group Board and Sport Governing Board will manage all affairs related to their specific area in accordance with the Terms of Reference. This was noted and accepted by the Region Terms of Reference Group Board Delegates were asked for any questions and there being none they were asked to vote on the Terms of Reference for the Group Board (Appendix 2). Voting: The Terms of Reference were unanimously agreed Terms of Reference Sport Governing Board Delegates were asked for any questions and there being none they were asked to vote on the Terms of Reference for the Sport Governing Board (Appendix 2) Voting: The Terms of Reference were unanimously agreed. 6

7 9.4. ASA Governance Review Nominations Committees Delegates were asked for any questions and there being none they were asked to vote on the Nominations Committees Nomination for Group Board Chairman and Independents. Council appointments delegated to ASA Board Lisa Topliss, John Melotte (Chair) HR Specialist Maureen Jacobs Other representative Adam Whitchurch Group Board Chairman following appointment Nominations Committee for Sport Governing Board Chairman and Sport Governing Board Specialists Council appointments delegated to ASA Board - David Metcalf, David Flack HR Specialist Maureen Jacobs Other representative - Dave Edwards (Chair) Sport Governing Board Chairman following appointment Voting: The Nominations Committees Terms and Membership were unanimously agreed. 10. NEXT STEPS FOR SPORT GOVERNING BOARD AND GROUP BOARD The Chairman of the CGSDG outlined the next steps in the process. July to October 2013 Recruitment of Chairs of Sport Governing Board and Group Board Recruitment of Independent members of Group Board Regions to appoint representatives of Sport Governing Board Following the appointment of the above: Recruitment of Specialist members of the Sport Governing Board Sport Governing Board appoint representatives of Group Board September 2013 ASA Board to approve drafted Laws October 2013 Sport Governing Board and Group Board take over governance CGSDG to support process The Chairman of the CGSDG was thanked for his presentation. 11. SOUTH WEST REGION The South West Region wished to offer their congratulations and thanks to the Chairman of the CGSDG, Chris Bostock and the Chief Operating Officer, Jane Nickerson for all their hard work on the governance review. He also recommended that succession planning be considered by the new Board going forward. This was noted. 7

8 12. CHAIRMAN S SUMMARY The Chairman extended his thanks on behalf of the ASA Board to the Chair of the Strategic Delivery Group for Corporate Governance (SDGCG) and the Chief Operating Officer for all the work they have done. The Chairman stated that the proposals put forward today were substantially improved by the involvement of the delegates and thanked them for their help. With the support of delegates it has been possible to adopt a new structure ahead of the timescales set by Sport England and in accordance with the wishes of the Sport. There being no further business the Chairman declared the meeting closed. 8

9 APPENDIX 1 SPECIAL COUNCIL MEETING 6 JULY 2013 A AGENDA ITEM 4 GOVERNANCE REVIEW PROPOSED AMENDMENTS TO CHANGE ASA LAW IN ACCORDANCE WITH REGULATION Item Proposal to change ASA Laws/Regulations Reference 14.3 ASA Law 16 The West Midland Region notes that should their appointee be temporarily unavailable to attend a Sport Governing Board meeting there is no provision for a substitute to attend. The Region believes the work of both the Sport Governing Board and the Regions will benefit from regular communication and dialogue with each other at board meetings. If a Region is not represented at a meeting this important link will be lost. The Region recognises that only the appointee has the full authority to act but wishes to see provision for a substitute to attend Sport Governing Board meetings as an observer without the power to vote, but able to speak when invited by the Chairman of the meeting to do so. WEST MIDLAND 9

10 APPENDIX 2 ASA Terms of Reference Sport Governing Board and Group Board Introduction The Boards shall perform their duties under the laws as agreed by ASA Council. The guiding principle to be applied as to which Board shall be accountable for a given area is: Sport Governing Board: Swimming as a sport, including sport membership and clubs. Group Board: Commercial ventures and swimming as an activity. Role Terms of Reference Sport Governing Board The role of the Sport Governing Board is to provide the focus and direction of the core activities of fostering and developing swimming as a sport including membership and clubs. In this and all the following areas the Sport Governing Board will work with the Group Board to integrate their strategies, plans and resource proposals for the part of the ASA they are responsible for into any overall plans or reviews. Specific Responsibilities 1. Developing the four year strategic plan and annual plans for these aspects of the ASA subject to final review by the Group Board. 2. Developing, promoting and overseeing the implementation of these policies and programmes in line with the ASA s strategic direction. 3. Developing and agreeing the allocation of resources, including financial resources (budget), human resources and infrastructure for these aspects of the ASA, subject to final review by the Group Board. 4. Monitoring performance in these areas against corporate plans, budgets and targets, initiating improvement activity as appropriate. 5. Providing advice and direction on the strategic development of clubs, counties and regions. 6. Ensuring the effective delivery of the athlete pathway. 7. Establishing and ensuring the implementation of strategic plans for the recruitment, retention and development of volunteers. 8. Appointing the President of the ASA in the appropriate year in the 9 year rotation cycle i.e. the 9 th year or the year in which the Olympic Games or Commonwealth Games is held in England. 10

11 9. Responsibility for the technical rules, membership rules and regulations. 10. Setting the annual membership fee in line with resource requirements agreed with the Group Board. 11. Setting up, monitoring and evaluating the activities of its sub-committees and working groups and holding them to account. 12. Appointing two members to a Nominations Committee set up to nominate the ASA representatives to the British Swimming Board. Role Terms of Reference Group Board The role of the Group Board is to provide the strategic direction for the ASA and subsidiary companies including its mission, vision and strategic objectives and monitor the implementation of the strategic and corporate plans and budgets. In this and all the following areas the Group Board will work with the Sport Governing Board to integrate their strategies, plans and resource proposals for the part of the ASA they are responsible for into any overall plans or reviews. Specific Responsibilities 1. Developing and agreeing the four year strategic plan and annual corporate plans for the ASA and subsidiary companies. 2. Developing, promoting and overseeing the implementation of policies and programmes in line with the ASA s strategic direction. 3. Developing and agreeing the allocation of resources, including financial resources (budget), human resources and infrastructure. 4. Monitoring performance against corporate plans, budgets and targets, initiating improvement activity as appropriate. 5. Ensuring sound systems of financial management and control throughout the organisation. 6. Establishing and overseeing partnership relations, commercial arrangements and ensuring the protection of brand position and image. 7. Establishing and overseeing the implementation of governance arrangements including strategic risk management and the development and implementation of appropriate policies. 8. Ensuring compliance with all statutory and legislative requirements including health and safety and equality. 9. Monitoring and evaluating the activities of subsidiary company boards, group subcommittees and working groups and holding them to account. 10. Appointing one member to a Nominations Committee set up to nominate the ASA representatives to the British Swimming Board. 11. Line managing the Chief Executive Officer through the Chairman. 11