Board Charter Policy And Director Expressions Of Interest

Sandhurst Melbourne

Dear Members,

The Board for the second year, with modifications from its recent Governance Review Workshop is now implementing the Director recruitment process of its adopted Board Charter. The Board Charter was adopted as a strategy to achieve the Club’s strategic plan key pillar of effective governance.

A Board Charter is an increasingly popular corporate governance instrument designed to ensure that company Boards have the necessary skills, experience, capability and available Directors to be effective. Further, it is a mechanism to maintain equal representation of resident and golf shareholders on the Sandhurst Club Ltd (SCL) Board and that Directors of Sandhurst Holdings Limited (SHAL) will also be Directors of SCL. This will assist Sandhurst to fulfil its objective to be a robust and viable integrated residential and golfing estate.

The Board Charter is available on the Club’s website and covers both SCL and SHAL.

Inclusive in the Board Charter is the process to be followed in determining Board appointed casual vacancies of Directors as well as nominations for the annual Board elections at the November 2018 Annual General Meeting (AGM).

As a result of the constitutional requirements that annually “one-third of the Board for the time being, or if the number on the Board is not three or a multiple of three, the number nearest to one-third, will retire from the office of Director”. As a result of the resignation of former Chairman Kevin Greaves, Directors Neville Burton and Keith Brown in July and the above constitutional requirement for two of five the existing Directors to retire, at least three Board endorsed Director candidates will be sought to achieve the Board Charter objective for there to be six Board Directors.

Ideally, interested shareholder members will be appropriately;

  1. Qualified (in areas of general management including accounting and finance, legal, hospitality, asset management, IT, marketing and corporate affairs);
  2. Experienced (with a track record in the above areas as a company director, professional or Senior Executive);
    Capable (able to understand the Constitutions of the Club and Sandhurst Holdings, read contracts, assist in governance and strategy of the Club and confidently interpret financial, management and other reports); and
  3. Available (to attend bi monthly Board meetings, AGM, assigned working group meetings from time to time and keep abreast of relevant Club information and activities).

All shareholder members suitably qualified with an interest in volunteering for Board position are strongly encouraged to complete and submit the application form now available on the Club’s website to the Club at attention Chair of the Board. To assist interested shareholder members, make a determination, the selection assessment criteria is also available for review on the Club’s website.

Expressions of interest will close on Friday 28 September 2018. To ensure a fair assessment of each candidate can be made only applications that have been fully completed will be considered for interview and the final selection stage of interviews. Successful candidates will be recommended for approval by the Board at their October 2018 meeting and if approved will be presented as Board nominations for election by those members eligible to vote at this year’s SCL and SHAL Director elections in November.

The Board makes no representation that any Director recommendations will be made if, for example, insufficient expressions of interest are received or if (in the Board’s opinion) there are no suitable candidates.

Finally, alternatively under the SCL and SHAL constitutions suitable persons under the Corporations Act can nominate for election to the office of Director upon submitting a written nomination with the Company at least 20 business days before the date of the election..

Kind Regards

Julian Murray