Is Change Around the Corner?

The good news is that Football West has finally announced a date for its AGM, the one that should have by law been held in 2016, it will be held on March 31st. This happens to be the very last day the organisation had to present their Financial Report, or they would have broken another law in the Corporations Act.

Although there is an interesting issue with the Financial report. Under the Corporations Act Football West must present this report within five months of the end of the financial year. This was reported in the 2015 Annual Report as now being the 31st of October, so March 31st would be correct. However, the Football West constitution states that it must “provide FFA with a copy of the audited Financial Statements no later than 3 months after the end of the Company’s financial year.” If that has been complied with why have we waited another two months to have the financials reported to the members?

At the Annual General Meeting there are three elected positions available on the board and Football West has advised that any interested parties have until noon on February 22nd to submit their applications.

Talk about giving people short notice! The AGM was announced on February the 14th, so there are five working days for anyone keen to stand to complete the application form, have it signed by two current board members or Members of football West – Standing Committee members or Zone Reps – and get a statutory declaration signed confirming that to the best of their knowledge the information in their application is honest and true. With their application they must also attach a copy of their resume and a letter explaining what they feel they would bring to the board. So not a great deal of time in which to compile all of the relevant documents and put yourself forward in a good light to try and ensure election.

Is this short time frame simply because the calling of the AGM was left to the last minute? Everyone has known, or rather everyone who has read the Constitution has known for months that three elected members had to step down, so why was an invitation for applications left until the last minute?

The powers that be must now appoint a nominations committee who will go through the various applications and accept and reject those who they feel will be suitable or unsuitable. Who are the people making up the Nominations Committee? It would be nice to know.

According to the Constitution it should be made up of the following:

“10.21 Nominations Committee
(a) The Directors must, from time to time and for such period as they determine, establish a Nominations Committee comprising:
(i) the Director General, or a person appointed by the Director General, of the Western Australian Department of Sport and Recreation, being a department of the government of Western Australia;
(ii) the Chief Executive Officer, or a person appointed by the Chief Executive Officer, of the Chamber of Commerce and Industry of Western Australia (Inc); and.
(iii) the Chief Executive Officer, or a person appointed by the Chief Executive Officer, of the Lotteries Commission of Western Australia.”

Some may say that this is fair enough. Two of these organisations give money to the organisation so they should have a say as to who is on the Board. Others may feel that there is a conflict of interest by having these people involved in the process. That is open to debate. What may well have transpired is when “New Football” was created and the game needed money these two departments stipulated this had to be the case if they were to support the game.

There is an argument that the Nominations committee should be an independent group who are given the guidelines for candidates and that they, and they alone decide who is eligible to stand for election.

The Nominations Committee is sadly where the election process falls down, and that was shown with the FFA’s board elections at the end of 2016. All four candidates put forward by the FFA Board were approved by the Nominations Committee and all four were elected. The same process that was used for the FFA Board will be used for the Football West Board. A nominations committee will decide who will ultimately be up for election on March 31st.

The current system has seen suitable candidates excluded because they were quite simply not wanted at that level of the game. As is commonplace in the game these days no reasons for their rejection had to be given.

One would expect that the Board has already lined up people they would like to be new members of the Board, just as the FFA did. Most likely the three Appointed Members may well put their hands up to now become elected members as they can no longer remain as Appointed Board members, as all have served the two year term.

Mr Rob McKay who became an appointed Board member after having served for two terms as an elected member cannot stand as he is yet to have the two years away from the Board that is required before Elected Members can be re-elected. There was as Not The Footy Show reported questions asked as to his eligibility to become an Appointed Member after his two year term. Football West’s legal advisors felt it was acceptable, lawyers we consulted disagreed. The Chairman Mr Twigger agreed the wording in the constitution was ambiguous, yet in two years it has not been adjusted to make it clearer.

The section in question reads:

“10.11 Maximum term of office
(a) Subject to article 10.12, an Elected Director may not serve more than two consecutive terms as a Director.
(b) If an Elected Director has served two consecutive terms, they may not be elected as a Director again until the second annual general meeting after the end of their second term of office.”

There will be an argument from the Board that the Appointed Board Members can be re-elected after serving two terms in office. This was covered in Confusing Times for All, the key points being if an appointed board member can stay on as long as they like why would there be elections?

Should any “highly qualified individuals with a passion for football,” as the invitation reads, decide to nominate they must get past the nominations Committee and then if they manage that have to win the votes off of the Representatives of the Standing Committees and Zone Reps. Remembering at this point in time that the National Premier Leagues Standing Committee is not listed as a Member in the Constitution, so has no voting rights.

In the past there have been allegations levelled at people who were at the time in the position to vote, that their votes were influenced by the benefits they received from Football West in their role as Chair of a Standing Committee. There is no proof that this was the case. However this is precisely why no Standing Committee members or Zone Reps should accept free tickets to Gold Medal Dinners or similar events, even free entry into local games, as it opens them up to accusations. These accusations are often unfounded, but it is vital that the players, clubs and everyone that these people represent has faith in them to do what they have requested them to do as their representative, and vote for the candidates they have told them to vote for, or the motion that they wish to see passed.

There are plenty of people in WA who have bemoaned the current structure. Now is the ideal opportunity for the football public to put forward people they believe can affect change, as it is clear that change is needed if the game is to move forward. They then need to ensure that they have the Members, the standing committee representatives and Zone Reps vote accordingly.

Yet that will all depend on whether their candidates can get past the Nominations Committee and remembering that this committee has to give no reasoning for its decisions.

Section 10.21 of the Constitution under the heading Nominations Committee states in part:

“(c) The Nominations Committee is not required to provide any reasons for its decisions.”

“(e) The Nominations Committee may request the Company to provide or obtain any information that the Nominations Committee requires in respect of a nominee or a person proposed to be appointed as a director.
(f) All information obtained by the Nominations Committee and all deliberations and records of deliberations are confidential and must not be disclosed to any person who is not a member of the Nominations Committee.
(g) The Nominations Committee may make its own rules regarding its conduct, subject to any rules made in this regard by the Directors and subject to article 10.21(h).
(h) A quorum consists of all three members of the Nominations Committee present at the meeting of the Nominations Committee.
(i.) A decision made by the Nominations Committee under this article 10.18 is final and not subject to challenge.”

If the Nominations Committee does block candidates from within the game then the Members can simply not vote for the candidates up for election, and ask for new Candidate to be put forward.

What would be good to see would be the Members request that the Constitution be reviewed and that it be a requirement that all Board Members attend an Australian Institute of Company Directors Course to ensure that all are aware of their responsibilities, obligations and individual liabilities as a Board member.

Certainly it will be interesting to hear who the nominations are, and then how those with the voting rights use those votes.Brexit stunned many, Trump’s election even more, but these elections showed change is possible if people want it.

Is Change Around the Corner?

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