1. FROM BOARD MEMBER TO CEO: THE PROTOCOLS ? 1. INTRODUCTION 2. CASE STUDY 3. EXECUTIVE/ NON-EXECUTIVE DIRECTORS 4. PROTOCOLS Wentworth Lawyers

2. 1.INTRODUCTION 1.1Legislative Framework 1.2Constitution Wentworth Lawyers FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?

3. 1.3Registered Clubs Act (1976) NSW  Prohibits employees from:  Directors position.  Voting at a meeting of the Club.  Voting at any meeting of the Governing Body.  Voting at any election of the Governing Body.  Prohibits proxy voting. Wentworth Lawyers FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?

4. 1.4Material Personal Interest  Realistic capacity to influence.  Substance not slight.  Not necessarily pecuniary.  Includes conflicts of interest.  Notice  Notice. Wentworth Lawyers FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?

5. 2.CASE STUDY Wentworth Lawyers FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?

6. CASE STUDY OPTIONS In the Registered Clubs sector in NSW, the alternatives would appear to be:-  The Director to declare a material personal interest, be excluded from discussion and voting, but only resign if he is successful in being offered the job.  The Director to declare a material personal interest, and request a leave of absence from all Board duties for the period of the recruitment process, say 4 to 6 weeks.  The Director to declare a material personal interest and resign from the Board, perhaps hoping if he is not successful, he will be appointed to the casual vacancy (which may create some interesting dynamics of its own).  The Director to declare a material personal interest, and hope his fellow Directors resolve to allow his participation in the process as a Director, but resign if offered the job. Wentworth Lawyers FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?

7. 3.EXECUTIVE/ NON EXECUTIVE DIRECTORS  Arguments for and against.  Independence  Enron, WorldCom, HIH, OneTel  Directors contribution to NFP sector (AICD & Centre for Social Impact 2011) Wentworth Lawyers FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?

8.  UK Charity Commission  Constitution  Board Charters?  Legislation? Wentworth Lawyers FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?

9. 27 – 29 July 2012 Melbourne Convention & Entertainment Centre Victor Hamit Wentworth Lawyers Level 40 140 William Street MELBOURNE 3000 Tel: 03 9607 8380 Email: Email: admin@wentworthlawyers.com.auadmin@wentworthlawyers.com.au From Board Member To CEO: The Protocols ?