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The Transition from Board Member to CEO: Essential Protocols and Considerations

This document explores the critical protocols and legislative frameworks surrounding the transition of a board member to a CEO within the registered clubs sector of NSW. It discusses the implications of the Registered Clubs Act (1976) on directors, including restrictions on voting and conflicts of interest. Through case studies, it examines various scenarios regarding material personal interests and the responsibilities of directors during a recruitment process. The piece also highlights considerations for executive and non-executive directors, ensuring clarity and compliance with relevant legislation.

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The Transition from Board Member to CEO: Essential Protocols and Considerations

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  1. FROM BOARD MEMBER TO CEO: THE PROTOCOLS ? Wentworth Lawyers

  2. FROM BOARD MEMBER TO CEO: THE PROTOCOLS ? • 1. INTRODUCTION • 1.1 Legislative Framework • 1.2 Constitution Wentworth Lawyers

  3. FROM BOARD MEMBER TO CEO: THE PROTOCOLS ? • 1.3 Registered Clubs Act (1976) NSW • Prohibits employees from: • Directors position. • Voting at a meeting of the Club. • Voting at any meeting of the Governing Body. • Voting at any election of the Governing Body. • Prohibits proxy voting. Wentworth Lawyers

  4. FROM BOARD MEMBER TO CEO: THE PROTOCOLS ? 1.4 Material Personal Interest • Realistic capacity to influence. • Substance not slight. • Not necessarily pecuniary. • Includes conflicts of interest. • Notice. Wentworth Lawyers

  5. 2. CASE STUDY FROM BOARD MEMBER TO CEO: THE PROTOCOLS ? Wentworth Lawyers

  6. FROM BOARD MEMBER TO CEO: THE PROTOCOLS ? CASE STUDY OPTIONS • In the Registered Clubs sector in NSW, the alternatives would appear to be:- • The Director to declare a material personal interest, be excluded from discussion and voting, but only resign if he is successful in being offered the job. • The Director to declare a material personal interest, and request a leave of absence from all Board duties for the period of the recruitment process, say 4 to 6 weeks. • The Director to declare a material personal interest and resign from the Board, perhaps hoping if he is not successful, he will be appointed to the casual vacancy (which may create some interesting dynamics of its own). • The Director to declare a material personal interest, and hope his fellow Directors resolve to allow his participation in the process as a Director, but resign if offered the job. Wentworth Lawyers

  7. FROM BOARD MEMBER TO CEO: THE PROTOCOLS ? 3. EXECUTIVE/NON EXECUTIVE DIRECTORS • Arguments for and against. • Independence • Enron, WorldCom, HIH, OneTel • Directors contribution to NFP sector (AICD & Centre for Social Impact 2011) Wentworth Lawyers

  8. FROM BOARD MEMBER TO CEO: THE PROTOCOLS ? 4. PROTOCOLS ? • UK Charity Commission • Constitution • Board Charters? • Legislation? Wentworth Lawyers

  9. From Board Member To CEO: The Protocols ? Victor Hamit Wentworth Lawyers Level 40 140 William Street MELBOURNE 3000 Tel: 03 9607 8380 Email: admin@wentworthlawyers.com.au

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