OBJECTIVE OF THIS TEMPLATE

The New South Wales Office of Sport has created this paper as a reference for SSOs in New South Wales to help with governance. ALL IT IS IS A TEMPLATE. This document should be studied in conjunction with the Sports Governance Capability Framework from the NSW Office of Sport, paying special attention to paragraph.

INSTRUCTIONS

The document was created specifically for sports and aims to address the concerns that an SSO might have. For instance, sports must deal with the effects of drugs, are impacted by child protection laws, and operate under a national system where the national body can issue regulations and establish policy that will impact those competing at the club level.

Through the sharing of similar goals, structures, policies, and procedures, all levels of an SSO and all individuals within a Sport should collaborate for the progress of the Sport and the SSO. The administration and delivery of a sport will hopefully improve as a result, and it will hopefully be simpler to address issues of shared concern, to share information, and to increase the marketability of the sport.

Last but not least, sports must establish uniform and complementary policies and methods that address organizational governance issues and shared risks as a result of the growing body of legislation influencing sport.

DISCLAIMER: Only you should use the information provided in this template. If you rely on the information, neither the author nor the NSW Office of Sport will be held liable for its accuracy.

1.  Company Secretary’s Function

The duties of a company secretary may include:

(a)    keeper of “secrets” on the company’s private transactions and topics discussed at the board table

(b) a board member’s confidant who offers advice on the responsibilities and duties of being a director.

(c) fill the Secretary/Public Officer post that is required by law under the Corporations Act for public companies (and desired for all other firms).

(d) The company’s chief administrative officer

(e) Carry out obligations, responsibilities, and duties mandated by the Corporations Act (CA) and Regulations, the bylaws of the firm, and other relevant statutes and common law.

(f) Ensure that the organization fulfills its statutory obligations and functions.

(g) Keep the company’s books, records, and registers up to date.

2. Responsibility & Tasks

 Perform the Company Secretary’s obligations in accordance with the Corporations Act (CA) and any other applicable laws or regulations.

(a) ensuring that the Company complies with all applicable laws and regulations and its statutory duties.

 (b) the statutory records

(i) upkeep of registers

(ii) Ensure that necessary records and documentation are retained.

(c) make sure that statutory forms, returns, and reporting required by the CA and other applicable laws and regulations are completed, filed, and reported, including

(I)  half-yearly financial statements

(ii) the annual return 

(iii) Replacement of Directors and Secretaries

(d) maintain adherence to the ASX Listing Rules and the CA’s “continuous disclosure” obligations (if the disclosing entity is not listed) (when applicable)

(e) Board conferences

I coordinate or arrange

(ii) create an agenda

(iii) gather and distribute materials to Directors ahead of meetings.

(iv) count the minutes.

(v) take the initiative and lead action to put decisions into practice.

(f) keep a record of any declarations or conflicts of interest made by Directors, including those involving securities held by the Company, and provide advice as needed.

(g) hold control over the Common Seal and keep use records

(h) assist with/attend to contract signings and other legal paperwork related to administrative issues

I watch over compliance with the Company’s Bylaws

(j) perform any additional duties imposed on the Company Secretary by the Constitution.

(k) support the Chair and Directors in meeting administration as well as their duties and obligations related to governance.

2.2 Perform additional tasks pertaining to the corporate management of the company

(a) create a schedule of the corporate acts that must be taken during the year in accordance with the CA and write a company secretarial report for the board meetings that include things like

(i) member information

(ii) Disclosure reports and ASIC filings 

(iii) Interests of the directors are 

(iv) the use of the Common Seal

(v) modifications to applicable laws and regulations

(b) corporate leadership

(i) create committee charters

(ii) Produce briefing documents

(iii) schedule meetings

(iv) count the minutes.

(c) Half-yearly and annual accounts

(i) help with compiling

(ii) give information for the directors’ reports and notes.

(iii) Make sure to submit your paperwork to ASIC on time.

(d) yearly report

(i) sections outlining ASIC specifications

(ii) assisting with compilation in general

(iii) Ensure timely filing with ASIC and make necessary arrangements for distribution.

(e) meetings held in general 

(i) I organize the AGM (and any other extraordinary general meetings)

(ii) give due notice

(iii) prepare agenda

(iv) compile briefing notes for Chair to conduct meeting

(v) manage proxy votes, corporate representatives

(vi)  take minutes

(f) directors and management with advice on a variety of topics, including (to the extent not otherwise provided by professional advisers)

(i) CA

(ii) Consumer and competition legislation

Workplace, health, and safety (iii)

Laws governing employment

(v) Insurance

(g) create a corporate governance/policy manual for the management and directors.

(h) keep the registers that the CA requires.

(i) provide assistance with the creation and submission of quarterly and other periodic financial reports to the ASX

(j) additional matters as reasonably needed from time to time by the director

Signature

……………………………

Date: 

…………………………….