DELEGATION OF AUTHORITY

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1 DELEGATION OF AUTHORITY Document owner: WGC Date of approval: October 2015 Scheduled review: January 2018 Document linkages: Charter Memorandum of Association Articles of Association Committee Terms of Reference Employee Position Descriptions 1. PURPOSE Responsibility for the management of the business and affairs of the Woodlands Golf Club is vested in the through the Memorandum and Articles of Association. Power to conduct the affairs of the Club may be delegated by the to enable it to focus its attention on strategy, governance, and the broader interests of members. The purpose of this paper is to propose such a set of delegations. 2. SCOPE The principles and procedures in this Policy apply to all Directors, members of Committee s and employees of Woodlands Golf Club (the Club). Any person performing work for the Club regardless of whether it is paid or unpaid. 3. BACKGROUND In order for the Club to operate in the best interests of its members a wide range of decisions must be made on an ongoing basis. The has authority to make many of these decisions whilst others are required to be referred to a meeting of members for resolution. It is standard practice for such boards to delegate the majority of the day to day decisions to management and focus its attention on the bigger decisions relating to the overall management, development, and prosperity of the club and its members.. These delegations invariably mirror the day to day decisions necessary for the effective operation of the club and will typically comprise decisions involving immediate or prospective expenditure on matters such as employment of staff, payments to suppliers, and the pricing of goods and services provided by the Club. Responsibility for the making of decisions without prospective expenditure implications e.g. partnerships with other golf clubs, may also be delegated. Where expenditure is involved the delegation invariably only includes authority to spend within budget.

2 In its 2012 publication Sports Governance Principles the Australian Sports Commission declares that the board of any sporting club should clearly document all delegations of authority to committees, the chief executive officer and other groups, that a register of delegations be kept, regularly reviewed and updated, and that its management should be the subject of formal board resolutions. The development of a schedule of delegations should involve considerations of matters including complexity of decisions; the standardisation of tasks, desired level of decentralisation, and the maturity of the organisation. The application of these principles needs to be balanced with the responsibilities and capabilities of the incumbents. The power to delegate authority vested in the of the Club is presently provided for in clause 45 of the Articles of Association. This authority however is currently limited to delegation to Committees of the and needs to be extended to management, and other groups and committees as the decides. This extension will be incorporated in the proposed changes to the Articles of Association. The focus of this paper is on the establishment of the policy framework within which such a set of delegations might be made, the promulgation of a set of delegations to management, and the development of guidelines for good practice purchasing. 4. PRINCIPLES OF DELEGATION 4.1 The Charter outlines a range of authorities that are reserved to them. This Charter is the ultimate authority in determining whether approval is required 4.2 The retains authority for any decision or transaction with the potential to have a material impact on the reputation of the Club 4.3 In exercising authority delegated by the, the may delegate certain authorities to other key executives or request their endorsement 4.4 Management should exercise prudent judgement when considering whether a matter should be referred to a higher authority (either for approval or endorsement). If there is any doubt as to the appropriate authority level, the decision or transaction must be referred to the higher authority 4.5 Delegations should match authority with responsibility to enable delegates to efficiently and effectively perform the duties assigned to them and thereby achieve their KPI's. 4.6 Delegations are to positions not individuals. 4.7 Delegates cannot further delegate their powers except where specifically authorised to do so. 4.8 Delegates must not on their own behalf issue purchase orders nor authorise their own expenditure. 4.9 Expenditure may not be authorised unless funds are available within budget Accountability cannot be delegated. The delegating authority remains accountable for the outcome of the delegated power or duty A person given the responsibility to complete a task has the obligation to perform, accomplish, and report on tasks assigned Accountability cannot be delegated. The person in whom a power is vested or on whom a dusty is imposed remains accountable for the outcome of the delegated power or duty.

3 4.13 A schedule of delegations must be kept and the delegations themselves and the performance of the delegation system, including an assessment of delegation risk, should be the subject of an annual review The establishment of a schedule of delegations must be subject to approval The delegation of powers must be the subject of the execution of a formal instrument of delegation. 5. A SCHEDULE OF DELEGATIONS IS ATTACHED AT APPENDIX A

4 Appendix A: Schedule of Delegations Purchasing Endorsed Approved Capital expenditure outside Budget (both new capital and approved projects which materially exceed budget) Finance Committee Capital expenditure within Budget Dept Manager Operating leases > $1000 Dept Manager Procurement contracts > $10,000 Existing contracts Dept Manager New contracts Finance Committee Selling Travel and Entertainment - General Manager Travel and Entertainment - Other Outside of Scope of Works however within budget Club brand, including use of club name and logo. Credit approvals for debtors / members Chair of Donations, including charity golf days Pricing Including function pricelist Refunds (if any) Sale contracts for functions, corporate golf days etc. Sale contracts with unusual conditions Within pricelists Dept Manager Communications Activities involving strategic club initiatives Advertising, external publications and events External communications with government or media.

5 Human Resources Formal written communications to members Appointment and terms of the General Manager Appointment of other key executives such as the Manager Finance & Administration and Course Superintendent. Bullying, harassment or discrimination Employee communications (where significant) Employee development Executive talent development and succession Health, Safety and Environment - policy and activity (including reports etc) Human Resources - policy and activity (could include equal employment opportunity, diversity, evaluation, superannuation, leave) Leave - General Manager Chair of Leave - Other Dept Manager Organisation structure changes (if significant) Payroll Payroll Administrator Recruitment of employees Dept Manager Remuneration of employees Remuneration of key executives Reporting systems required to assess performance of key executives

6 Resignation / Dismissal Succession plans for the General Manager Finance and Administration Superannuation Accounting policy and guidelines including forecasting Annual accounts and annual report preparation Annual report approval Auditor recommendation to members Capital projects External lodgement requirements (e.g. ASIC, ATO) Funding, including unscheduled repayments Funding establishment & strategy Funding administration Information Systems Insurance adequacy, including directors and officers insurance Insurance policies Legal compliance Legal matters Material accounting matters Governance and Policy Risk management and internal control systems Amendments to Memorandum & Articles of Association Any matters which may impact the reputation of the club Members

7 Approval of annual business plan Approval of strategic plan and Committee charters By-Laws Club Strategy Codes of conduct Conflict of interest policy Delegation of authority Disciplinary Policy Governance framework Grievance & Resolution Policy Key policies, particularly those involving potential club liability Privacy Policy Reciprocals & Partnerships Risk management policy Setting standards re social, ethical and environmental impact

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