SA Rugby Structure
SA Rugby is governed by a Constitution adopted in 1999 when it moved from an Association to a Company structure. It has a Board of nine Directors elected by 14 voting members comprising the 11 clubs, the SA Rugby Union Referees Association, SA Schools Rugby Union and the SA Junior Rugby Union. Reporting to the Board is a Chief Executive Officer who in turn manages the organisation’s staff.
The Board is the group of elected directors which manages the company on behalf of its members and is responsible for the strategic direction and performance of the organisation, the allocation of resources, the assessment of risks, compliance with legal obligations and reporting back to the members (the legal owners).
Role of the Board
Set the broad strategic direction of the organisation through appropriate consultation with stakeholders. This includes determining the organisation’s purpose, core values and the ethical framework as well as key objectives and performance measures.
- Appoint, direct, support professional development, evaluate the performance and determine the remuneration of the CEO.
- Monitor the financial and non-financial performance of the organisation.
- Ensure financial and non-financial risks are appropriately managed.
- Ensure the organisation complies with all relevant laws, codes of conduct and appropriate standards of behaviour.
- Provide an avenue for key stakeholder input into the strategic direction of the organisation.
Duties of Board Members
Directors have a fiduciary duty to act in the interests of the members as a whole and not to represent individual constituents. Thus, once elected a director must cooperate independently in the interests of the organisation as a whole, free from undue influence. The legal duties of individual directors include a requirement for directors to:
- Act in good faith and for a proper purpose
- Exercise due care and diligence
- Ensure the organisation does not continue to carry on its business while insolvent
- Meet the requirements of various federal and state laws which directly impact on the organisation.
- Adhere to the code of conduct specifying the behaviour expected of directors.
- Disclose actual/potential conflicts of interest.
The chairperson’s primary role is to chair meetings of the board. They are responsible for leadership of the board, ensuring its effectiveness in all aspects of its governance role. The chairperson is pivotal in creating the conditions for overall board and individual board member effectiveness and ensures constructive relations between board members and staff. The chairperson is elected by and may be removed by members of the board.
Each year at the Annual General Meeting, voting members elect the President. The President’s role is largely to chair general meetings of members and regulate such meetings in any way consistent with the Constitution. The President is often called upon to act as a figurehead for SA Rugby and engage in dignitary level liaison. The President is not entitled to vote at general meetings. However, the President as Chairperson of these meetings has a casting vote. The President is not a member of the Board however the President may attend board meetings. The President does not play a ‘hands-on’ role in the running of the business. The President must be a person who is or has been a delegate and is expected to be in good standing with the Rugby community.