Good Governance #2: Election and Appointment
One of the biggest challenges for sporting organisations is to ensure that their board is both representative of its members and appropriately skilled and experienced to govern the organisation. There is some shift towards increasing the number of appointed, independent board members, however most sporting organisations still operate under a traditional representative model that is reliant on an electoral process. This model presents several challenges including little control over diversity and finding members with necessary skills. Regular changeover of board members in NFP sporting organisations is also an issue which is why it is important for boards to have documented a clear strategy and processes in place to elect and appoint suitable board members.
Many sporting organisations use the “tap on the shoulder” method of recruiting board members. Investing time and planning in an election and appointment process will allow boards to be more successful in identifying the required skills. In addition to this, improved communication of positions available will place organisations in a much stronger position moving forward.
The information and recommendations contained in this section are derived from Vicsport’s governance research and ongoing industry consultation. These recommendations are intended to assist SSAs to recruit the best possible decision makers and encourage greater board diversity.
2.1. Board Evaluation and Skills Audit
An annual board evaluation and skills audit is important in the election and appointment process and should be undertaken to identify board skill and diversity gaps. This information should be used by the board to assist with the recruitment of suitably skilled board members with appropriate attributes, knowledge and qualifications.
2.2. Election Kit
An election kit is a useful communication tool which provides all the information required by those seeking to nominate for a board position. It should be placed on the organisations website, distributed according to the requirements of the constitution and in a timely manner prior to the AGM. Vicsport has developed templates for the following key documents that should be contained, along with other relevant information, in a board election kit:
- Board Member Nomination Form
- Board Member Role Description
- Board Code of Conduct
- Board Member Advertisement
2.3. Nomination Committee
Principle 3.9 of the ASC Sports Governance Principles (2012), states that the existence of a nomination committee is recognised as an important feature of good corporate governance. It is important that boards are comprised of members with a variety of skills and experience, and who act in the best interests of the organisation as a whole.
The nomination committee should be structured with at least three people and may be a combination of board members and external appointments. The nomination committee should only comprise persons who are not directly involved in the management of the organisation; however, the CEO and Human Resources Manager or equivalent should have standing invitations to provide clarification where necessary.
The Chair of the nomination committee should be independent from the Chair of the board.
The nomination committee should take prime responsibility for, but not be limited to:
- Reviewing the board’s skill mix and identifying gaps,
- Identifying potential board members for appointment to the board or to be put forward as preferred nominations for elections, and
- Reviewing board member nominations and providing organisation members with the board’s preferred nominees based on needs identified in the skill gap analysis.
The nomination committee charter should clearly set out the committee’s role, responsibilities, composition, structure and membership. Vicsport has developed resources and templates to assist SSAs with the development and function of a nomination committee.
2.4. Communication with Members
An election kit containing the role description and information regarding the application, election and appointment process should be distributed to members and potential candidates. It is especially important for elected boards to clearly communicate to voting members the particular attributes and skills that the board is seeking so that voting can be based on merit rather than popularity.
2.5. Advertising Board Roles
It is important that boards are comprised of individuals with a diverse range of skills and experience, acting in the best interests of the organisation as a whole. A thorough process of recruitment will assist in attracting suitable candidates and sourcing the information needed for voting members to make informed decisions at election time.
Part of this process is the way in which organisations advertise vacant board positions – both elected and appointed.All organisations should carefully consider the rules of the organisation as outlined in their constitution along with any other information, policies or procedures that impact on the composition of the board and the recruitment and advertising of board roles.
Vicsport has developed a guide to assist organisations address certain skill, experience and diversity needs. It may include professional networks (i.e. LinkedIn, Australian Institute of Company Directors), recruitment specialists (i.e. Sportspeople, Seek) and board banks (i.e. Vicsport, Leadership Victoria, Women on Boards, Victorian Women’s Register).
2.6. Encouragement for Women to Apply
Since 2007, a significant amount of work has been undertaken by individuals and organisations to improve the diversity of Victorian sport organisation boards and through this, the number of women on boards. As a result, women currently hold 41% of board positions across SSAs, Regional Sport Assemblies (RSAs) and State Sport Representative Bodies (SSRBs), however 27% of these organisations have 2 or less women on their board (State Government of Victoria, 2018).
Vicsport’s research into women on boards revealed that generally, females are more likely to apply for board positions when encouraged and supported in this process. For boards where one gender is underrepresented, it is recommended that the board actively seeks skilled professionals from that gender. This can be assisted by utilising strong election and appointment processes including a nomination committee, gender neutral language in advertisements, targeted advertising of vacancies and effective communication to members about what skills, knowledge and experience the board requires.
2.7. Board Member Profiles
Including a profile of each board member on your organisations website is a good way to highlight the skills, attributes and personalities on your board. It is also beneficial for potential applicants to consider where their skills might fit and how they complement the existing board.
If you have females represented on your board it is also an effective way of promoting and encouraging more females into leadership roles in a sector where they are currently underrepresented.
2.8. Review of Board Structure
A review of board structure is sometimes necessary if the board feels that the existing structure does not allow for effective board operations and decision making. Undertaking a review can assist in identifying ways to strengthen governance practices and be more reflective of the changing environment in which sporting organisations operate. For example, the board may consider the inclusion of appointed positions to fill skill and diversity gaps if the board is fully member elected.
Should the board wish to implement any changes that come from undertaking a review, it may require an organisation to change its constitution. In order to do this, the board will require approval from voting members before any changes can be implemented. The process to do this will be outlined in an organisation’s constitution. Constitutional change can take a significant amount of time and resources. Organisations should ensure they plan sufficiently and engage their membership and stakeholders throughout the process.
2.9. Barriers to Board Participation
A study by Hoye & Cuskelly (2004) confirmed that elections favour board candidates who are popular or have higher profiles. Board members and staff that were interviewed expressed concern over the efficacy of election processes to select board members on the basis of their ability to actively contribute to the board rather than just their popularity or profile. This concern along with other possible barriers to board participation should be considered by boards, governance and nomination sub-committees so that strategies can be implemented to make the election and appointment process fair and equitable.
Other possible barriers to board participation identified during Vicsport’s research include:
- Lack of role models:
- Due to the fact that the majority of sporting boards are predominately male dominated there is a lack of role models for women to aspire to in leadership and governance positions. Your board may wish to consider mentoring for women and greater encouragement for women to apply for board positions.
- Unconscious Bias:
- Ensure that interview panels are gender equal to combat unconscious bias.
- The Application Process:
- Organisations need to ensure that the application process is clearly communicated and transparent by developing and distributing role descriptions and nomination forms in a timely manner.
Many individuals who are interested in joining a board often aren’t fully aware of their requirements and responsibilities before applying for a position. This can leave quality candidates hesitant to nominate for a board position and see organisations miss out on strengthening the skills and diversity of their board. Vicsport has developed the following resource to assist individuals and organisations address this issue.
2.10. Succession Planning and Recruitment
Recruiting board members that are representative and have appropriate skills and expertise is both important and often very challenging for many organisations.
The Institute of Community Directors Australia has developed a comprehensive bank of tools and help sheets relating to board succession planning and recruitment to help your board get the new members it needs.
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