Governance FAQ

Governance FAQ

When are financial reports issued to shareholders of each company?
Financial Statements are issued to all Members and Shareholders no later than 31 October each year in accordance with the regulatory obligations of the Corporations Act.

Historical copies of the most recent Annual Reports are located on the Member’s website here.

Does the Sandhurst Club have a Strategic Plan which is available for all Members to view ?
The Board of Directors of SHAL and CLUB along with the Executive Management developed an updated Strategic Plan based on a 5 year horizon from FY24 – FY28.

The Strategic Plan is based on 6 key strategic pillars designed to achieve the Club’s Vision to be the Premier Golfing and Residential Community in Australia; Culture, Customer Experience, Sustainability, Golf & Sport, Residents, Clubhouse Precinct & Hospitality.

The FY24-28 Strategic Plan document can be found here.

Is there a Resident Board of Directors and a Golf Board of Directors?
There are no ‘resident only’ and ‘golf only’ Boards due to the company structure of the group of entities which were established on the transition from the Sandhurst development period to the current Member led governance structure.

The Sandhurst Group of Entities (Group) comprises four legal entities:

• Sandhurst Club Limited (“Sandhurst Club”) and its wholly-owned subsidiary Sandhurst Common Property Pty Ltd; and
• Sandhurst Holdings (Australia) Limited (“Sandhurst Holdings”) and its wholly owned subsidiary Sandhurst Sports Club Pty Ltd.

Within the Sandhurst Group, although Sandhurst Club and Sandhurst Holdings have different membership structures, they have aligned interests and share a common management.

By way of summary, golf memberships in the Sandhurst Club are issued to persons applying for a golf membership or by becoming a shareholder of Sandhurst Holdings. Residential memberships in the Sandhurst Club are obtained by purchasing a relevant lot within the Sandhurst Club estate.

Further, the Clubhouse and golf course land is owned by Sandhurst Sports Club Pty Limited (SSCP), a wholly owned subsidiary of Sandhurst Holdings. SSCP lease the relevant land to the Sandhurst Club under a long-term lease arrangement (“Lease”). The Sandhurst Club also engages SSCP to provide various services to the Sandhurst Club and its members under the terms of a Sporting and Recreation Utilisation Deed (“Services Deed”).

In short, an interest in Sandhurst Holdings is inextricably linked with the corresponding golf membership in the Sandhurst Club and provides the right to play golf on the golf courses and use the Clubhouse and Club facilities. Further, the activities of Sandhurst Holdings and the Sandhurst Club are inextricably linked by virtue of the Lease and the Services Deed.

To the fullest extent permitted by law, and in order to assist with the most efficient management of each of the Sandhurst Club and Sandhurst Holdings, the Boards of each of Sandhurst Holdings and the Sandhurst Club will ideally consist of the same individuals. It is also noted that under the Company Constitution of Sandhurst Club and Sandhurst Holdings, Directors do not need to be a member or shareholder in order to be appointed as a Director of either Company.

What are the terms of the Lease and Deeds that exist between the entities within the Sandhurst Group?
Sandhurst Holdings (Australia) Limited as the Landlord, leases the Golf Courses, Clubhouse and associated Facilities to Sandhurst Club Limited as the Tenant for the Term, which is 50 years plus the further term of 4 further terms of 10 years each.

In addition, there is a ‘Sporting & Recreation Utilisation & Services Deed that is in place between Sandhurst Sports Club Pty Ltd (Sports) and Sandhurst Club Limited (Club) which mirrors the Term of the Lease and is in place to fulfil the obligations of the purpose of each organisation.

Sports is a non-profit organisation that is the registered proprietor of the Land including the Golf Courses, Clubhouse and other Facilities including the Estate’s open spaces, and wishes to use the Land to conduct sporting activities and outdoor recreational activities for the benefit of Members. The Club engages Sports to provide services to the Club and its Members in accordance with the conditions of the Deed.

Does the Council own the land which the Sandhurst Club is situated on?
No, the land which the Sandhurst Club is situated on, namely the area which is located within the boundary of Thompsons Rd, McCormicks Rd, Wedge Rd and Taylors Rd is privately owned by the entities within the Sandhurst Group of Entities. All residential lots identified on the Plan of Subdivision within this boundary are privately owned by Resident Members with a share in Sandhurst Club Limited stapled to each residential lot.

Specifically, Sandhurst Sports Club Pty Ltd, which is the wholly owned subsidiary of Sandhurst Holdings (Australia) Ltd, owns assets including the Golf Courses, Parks, Gardens and Open Spaces, Clubhouse, Health Club, Maintenance Shed and other associated buildings and leases the assets to Sandhurst Club Limited to be utilised in accordance with the terms of the Lease for a period of 50 plus 4 Further Terms of 10 years. The commencement date of the Lease was 30 April 2004. Sandhurst Common Property Pty Ltd, which is the wholly owned subsidiary of Sandhurst Club Limited, owns the Roads and related infrastructure including the Tennis Courts, Roadside Reserves, Nature Strips, Footpaths and Cart Paths.

Nomination / Election FAQs

Why do I need to express my interest in having an interview?
Submitting an expression of interest allows candidates to meet with an interview panel to ask questions and be assessed against the Company’s Board Skills Matrix and considered for the board-endorsed candidate selections.

Is the interview required before I nominate?
There is no requirement to be interviewed as part of the nomination process, however, candidates are encouraged to participate to be considered for endorsement and to address any questions.

What is the Board Skills Matrix?
A Board Skills Matrix is a tool used by a Board of Directors to assess the skills, experience and qualifications of its members.

For 2023, the Board seeks candidates with skills, experience and qualifications in finance, legal, brand marketing, procurement, project management, hospitality, and customer experience.

Who will contact me about the interview?
The Company Secretary will be in communication directly to coordinate this with nominated candidates.

Who will be conducting the interview?
The interview panel will consist of two independent members of the Australian Institute of Company Directors, along with the Sandhurst Club & Sandhurst Holdings Chairperson.

How long will the interview go for?
Each interview will generally go for 30-45 minutes.

When will I know if I’m an endorsed candidate?
Once all interested candidates have been interviewed, the panel will make a recommendation to the Board(s). All interviewed candidates will be contacted to let them know if they will be board-endorsed week beginning Monday 16 October 2023.

What does being endorsed by the Board mean?
Board-endorsed candidates have been assessed to have the relevant skills and experience to assist the company’s strategic direction. Endorsed candidates may also be the recipients of proxy votes from the Chair.

As a Board endorsed candidate, the process of endorsement is designed to provide general voters, who may not have sufficient knowledge of all candidates, with an indication of those that meet the defined skill requirements and align with Board direction and are confident to follow their endorsement without handing a proxy.

Can I only get endorsed by the Board by attending an interview for interested candidates?
To become a board-endorsed candidate, you must express your interest before 5.00pm Thursday 28 September 2023, attend an interview, and be assessed against the Company’s Board Skills Matrix.

What do I need to submit with my nomination? CV? Cover letter?
Nominations open 9.00am Monday 2 October 2023. Candidates will be asked to fill out the nomination form and include up to 200 words outlining their skills and experience and a photo of themselves.

Can I nominate myself or does someone else need to nominate me?
All candidates can nominate themselves for election.

Who has voting rights in each Board of Director elections at the Annual General Meetings held?

Only classes of shareholder memberships listed in each of the Company Constitutions have right to voting at General Meetings.

To be eligible to receive a vote at General Meeting, each Shareholder must not have any sums presently payable to the Company in respect that Interest.

For absolute clarity, each Shareholder is only entitled to one vote in the respective company as outlined below, regardless of how many shares or memberships the Member holds. This position has been supported by independent legal advice obtained by the Company from two legal firms. Please see here Venue Legal & Grillo Higgins.

Sandhurst Club Limited shareholders with rights to vote at any General Meeting:

- 13.2 Resident Members : Where an Interest is jointly held, only the registered holder whose name appears first in the Register of Interest Holders in respect of that Interest will be eligible to receive one vote.

- 13.3 Individual Shareholder Members : A Member who holds an Individual Share within Sandhurst Holdings Limited is entitled to one vote. A Nominee of an Individual Shareholder Member is not entitled to vote at any General Meeting.

- 13.4 Family Shareholder Members : A Member who holds a Family Share within Sandhurst Holdings Limited is entitled to one vote. A Nominee of a Family Shareholder Member is not entitled to vote at any General Meeting.

- 13.5 – 13.7 Corporate Members : A Member who holds a Corporate Share within Sandhurst Holdings Limited is entitled to one vote. A Nominee of a Corporate Shareholder Member is not entitled to vote at any General Meeting.

(ie. Subscriptions Memberships as per clause 13.8 – 13.16 do not have rights to vote)

Sandhurst Holdings Limited shareholders with rights to vote at any General Meeting:

- 12.2 Individual Shareholder : an Interest Holder who holds an Individual Share within Sandhurst Holdings Limited is entitled to one vote.

- 12.2 Family Shareholder Members : an Interest Holder who holds a Family Share within Sandhurst Holdings Limited is entitled to one vote.

- 12.2 Corporate Members : an incorporated Interest Holder who holds a Corporate Share within Sandhurst Holdings Limited is entitled to one vote.

Are Board and Committee Members remunerated for their relevant positions?
All Director and Committee Member positions within the Sandhurst governance structures are of a voluntary nature with no remuneration.
Currently, the Company Secretary position is an external contracted role, which is remunerated.

What are the potential time commitments of a Director?
There are 11 annual Board meetings each year, separate from any quarterly Committee or Working Group meetings. Subject to your interest and skillset, determination of Committee and Working Groups that you may be associated with, will be determined, post successful election. In advance of all meetings, preparation for all topics with appropriate meeting paper review is required, in addition to managing and responding to Member correspondence addressed to the Board.

In addition, there may be Special Purpose meetings called to discuss key Club operational matters on an ad-hoc basis, as well as attendance at Company strategic planning days, Member Information Sessions and other company events as required.