president / board of directors candidate … · 2 | 29 a. introduction 1. the president and...
TRANSCRIPT
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PRESIDENT / BOARD OF DIRECTORS CANDIDATE NOMINATION PACK 2019
CONTENTS
A. Introduction .................................................................................................................................... 2
B. Timetable ........................................................................................................................................ 4
C. Candidate Rules .............................................................................................................................. 5
D. Summary of Constitutional Requirements ..................................................................................... 8
E. Extracts of ITF Constitution ........................................................................................................... 10
F. President Job Description ............................................................................................................. 15
G. Directors’ Job Description ............................................................................................................. 17
H. Directors’ Responsibilities ............................................................................................................. 19
I. Nomination Form .......................................................................................................................... 23
J. Conflict of Interest Declaration Form ........................................................................................... 27
K. Gifts and Hospitality Form ............................................................................................................ 28
L. ITF Business Plan ........................................................................................................................... 29
M. Privacy Notice – Business Contacts ............................................................................................... 29
N. Checklist and instructions for National Association ..................................................................... 29
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A. INTRODUCTION
1. The President and fourteen other members of the Board of Directors (Board Members) will be elected at the ITF Annual General Meeting 2019 on 27 September 2019 in Lisbon.
NOMINATIONS
2. National Associations (NA) may nominate as many or as few candidates as they wish.
3. This Candidate Nomination Pack has also been shared with NAs and Regional Associations (RA) from the ITF Presidential Office on 7 March 2019. Information will also be published on the ITF website.
4. This Candidate Nomination Pack contains information regarding the nomination requirements
under the Constitution, the roles and responsibilities of the President and Board Members, and the paperwork required for nominations.
5. All nominations (from NAs and the Board of Directors) must be notified to the ITF Presidential
Department by 23:59 GMT, Monday May 27 2019 via the ITF Presidential Department email [email protected] - at least four (4) months before the AGM (i.e. the resolution deadline) as per Article 17(a) and 20. (Please note the ITF Office is not open for deliveries on weekends or public holidays which includes Monday 27 May.)
6. Nominations shall be acknowledged by the ITF Presidential Department.
CANDIDATES
7. Presidential candidates must be nominated by an NA or the Board of Directors. There is no requirement that the candidate is a national of the nominating nation.
8. Board Member candidates must be nominated by an NA and must be a national of that country.
9. Candidates must meet various eligibility requirements, which are set out in Section D of this pack.
10. A list of eligible candidates, as confirmed by the Election Panel, will be published on the website.
Candidate profiles will be published on the website when available.
11. Profiles of all eligible candidates, with the names of their nominating NA will be included in the AGM agenda papers issued no later than thirty (30) days before the AGM.
ELECTION PANEL
12. The Board of Directors has established the ITF Ethics Commission in 2019 and delegated the responsibility for managing the election process to a sub-group of the Commission (the Election Panel), This decision was made pursuant to the Board of Directors’ power to issue bye-laws (Article 32(d)) and to delegate part of its work to a Commission (Article 25(a)).
13. The Election Panel will consider all nominations and shall determine whether or not a nominated
candidate is eligible for election pursuant to the Constitution.
14. The Election Panel is responsible for ensuring compliance by candidates with the Candidate Rules. Any complaints regarding a Candidate’s conduct must be made to the Election Panel, via email to [email protected].
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15. The Election Panel is responsible for overseeing the election and the votes taken for the candidates during the AGM and shall ensure that the voting process takes place pursuant to the Constitution.
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B. TIMETABLE
7 MARCH NOMINATION PACK SENT OUT MONDAY 27 MAY RESOLUTION DEADLINE
Including: - Resolutions to the AGM - Presidential and Board of Directors candidate nominations - Membership applications (increases / decreases in Shares) - Awards for Services to the Game nominations
EARLY JUNE CANDIDATE LIST PUBLISHED 24 JUNE DETAILED AGM SCHEDULE AND ONLINE REGISTRATION INFO
CIRCULATED ONLINE REGISTRATION & HOTEL BOOKING OPENS
27 AUGUST AGM AGENDA CIRCULATED
30 AUGUST REGISTRATION & HOTEL RESERVATIONS CLOSE
24-27 SEPTEMBER
26 SEPTEMBER
27 SEPTEMBER
ITF CONFERENCE & AGM – LISBON, PORTUGAL - Candidate Mandate Session
- AGM - Elections take place
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C. CANDIDATE RULES
The ITF Code of Ethics applies to candidates for elections. The Code of Ethics can be found at: https://www.itftennis.com/about/organisation/constitution.aspx
Candidates are specifically required to comply with Appendix Four: Candidate Rules, extracted below.
APPENDIX FOUR: RULES FOR CANDIDATES Candidates shall: 1. comply with the Code of Ethics and the ITF Constitution;
2. not send out official campaign material in any form prior to the official public announcement by
the ITF of all valid candidates. However, prospective candidates may indicate publicly their intention to contest the elections, and participate in meetings, prior to the official public announcement;
3. conduct their candidacy with honesty, dignity, moderation and respect for their opponents; 4. not insult or demean their opponents, or do anything else with malicious intent or bad faith that
may harm the image of any opponent; 5. respect and not seek to exert any improper influence over the democratic process (such as making
promises in exchange for votes); 6. not seek or use any financial, political or other support for the Candidacy from any regional
association or other ITF partner or supplier; 7. not directly or indirectly solicit or accept any benefits of whatever nature intended to influence
decisions within their authority once elected, or which may reasonably be perceived as intending to have that effect;
8. not offer, give or accept gifts or hospitality (directly or indirectly) to or from any official or
representative of a member national association or regional association (together a Member), or anyone involved in the ITF or other governing body of tennis, unless compliant with Appendix Three: Gifts and Hospitality in the context of their existing capacity within tennis (such as a national or regional association official, or existing ITF Official);
9. except as set out in paragraph 7, not give or offer (directly or indirectly) to any Member any benefit
or service of any kind that a reasonable person might construe as an attempt to influence the vote of that Member;
10. disclose to the ITF Ethics Commission (within a month of nomination, and updated throughout the
period from nomination to the election) any gifts or hospitality received or provided by the Candidate, to or from anyone involved in any way (directly or indirectly) in the ITF, a Member or other governing body of tennis in the twelve months prior to the date of election or appointment to the position for which they are a Candidate, save for:
10.1. gifts or hospitality compliant with Article 2 of Appendix Three (i.e. corporate gifts or
tokens of friendship under $250, received in their existing capacity as an official within tennis, such as a Member official, or existing ITF Official); and
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10.2. gifts or hospitality compliant with Article 3 of Appendix Three (i.e. tickets, and/or gifts
given to all guests, over $250 offered by a national association in respect of one of its events); 11. submit a Conflicts of Interest Declaration Form to the ITF Ethics Commission at the time they are
nominated, and update it in the period prior to the election in the event of any change; 12. not participate in any official public forum or debate (such as a regional association meeting) for
the sole or main purpose of promoting their candidacy unless equal opportunity to participate is offered to their opponents, save that:
12.1. candidates for the Board of Directors may attend forums or meetings in their region
where only candidates from that region are offered the opportunity to participate, provided attendees are also only from that region;
13. not engage in any act, collaboration or collusion by or between Candidates with the intent to
defraud or manipulate the result of the vote, including but not limited to:
13.1. bullying, intimidation or coercion of others (whether voters or another Candidate); or
13.2. being a part of, or knowing beneficiary of, any order or instruction attempting to mandate the way one or more Members must vote (whether on a regional basis or otherwise);
14. unless in the ordinary course of their business as an existing Official, not receive individual or
special support or services from the ITF, or ITF staff, including any consultants, agents or advisors engaged by the ITF, beyond general administrative support and services provided to ensure that Candidacies are conducted in a fair, open and consistent manner. Further, in the case of an incumbent President seeking re-election, the President shall record with the Ethics Commission their travel for the calendar year in which the election takes place. For the avoidance of doubt, an incumbent President may travel in their own time and using their own resources;
15. if an existing Director, Officer, or Committee Member:
15.1. continue to carry out their official duties during their Candidacy, including scheduling meetings with Members on a basis consistent with the ordinary course of their business as an Official, during which the Candidate may refer to their Candidacy in a purely factual manner but not campaign;
15.2. not, in their existing capacity, organise or participate in meetings or events or social
functions with Members solely or mainly for the purpose of promoting their Candidacy; 16. upon request by the ITF Ethics Commission (based on reasonable concerns that these Candidate
Rules may not have been followed), provide a statement of expenditure and/or bank account statements and other relevant information concerning the nature, source and amount of funds used to support their candidacy;
17. respect the following duties of ITF and regional association staff:
17.1. to maintain a strict duty of neutrality between Candidates;
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17.2. to limit their relations and communications with Candidates strictly to the performance of their duties as ITF or regional association staff (as appropriate); and
17.3. unless in the ordinary course of their business with an existing Official, not to provide
any additional support or services to a Candidate, beyond general administrative support and services provided to all Candidates (limited to those from the relevant region in the case of regional association staff); and
18. in case of any doubt about their responsibilities under the Code of Ethics, seek guidance from the
Election Panel at [email protected].
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D. SUMMARY OF CONSTITUTIONAL REQUIREMENTS
This section summarises the key Constitutional requirements relating to nominations. The extracts are provided at Section E.
NOMINATIONS
PRESIDENT Description Constitution
reference Nominator National Association nomination
Must be a Class B member, which has played Davis Cup at least ten (10) times Must be a Class B member who is not in arrears
20(b)
Board of Directors nomination
Must be decided in accordance with Article 23 20(b)
Candidate requirements Age Twenty-one (21) or over 19(c) Status Enjoys civil and political rights 19(c) Nationality National of a country which has played in the Davis Cup
Competition at least ten times 19(c)
Length of Service Three Presidential terms (or 12 years) in total (not including service as a Board Member)
20(e)
Continuing qualification requirements
Not currently bankrupt 21(k)(i) Of sound mind and physically capable to perform functions 21(k)(ii) Not been convicted of a criminal offence where (1) the offending conduct would constitute a criminal offence in the majority of jurisdictions in which the sport is played; and (2) (A) the member receives a custodial sentence (whether suspended or otherwise) for that offence, or (B) in the opinion of an independent expert appointed by the Board the conviction means the continued presence of the member on the Board would bring the ITF into disrepute
21(k)(iii)
Formalities Due date 27 May – four months before the AGM 20(b) Form In writing 20(b)
BOARD MEMBER Description Constitution
reference Nominator National Association nomination
Must be a Class B member who is not in arrears 21(f)
Approval Authorised by President, General Secretary or other legally appointed representative of the member
21(f)
Candidate requirements
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Age Twenty-one (21) or over 19(c) Status Enjoys civil and political rights 19(c) Nationality National of a country which has played in the Davis Cup
Competition at least ten (10) times 19(c)
National of the nominating National Association 21(f) Length of Service Three terms as a Board Member (or 12 years) in total (not
including service prior to September 2015) 21(c)
Continuing qualification requirements
Not currently bankrupt 21(k)(i) Of sound mind and physically capable to perform functions 21(k)(ii) Not been convicted of a criminal offence where (1) the offending conduct would constitute a criminal offence in the majority of jurisdictions in which the sport is played; and (2) (A) the member receives a custodial sentence (whether suspended or otherwise) for that offence, or (B) in the opinion of an independent expert appointed by the Board the conviction means the continued presence of the member on the Board would bring the ITF into disrepute
21(k)(iii)
Formalities Due date 27 May – four months before the AGM 21(f) and 17 Form In writing 21(f)
VOTING
The elections are conducted through a secret ballot. This will either be either electronic or using paper ballot forms. Further details on the voting process will be made available closer to the AGM.
The Election Panel, scrutineers (elected at the beginning of the AGM) and an independent professional organisation (if required) shall oversee the voting.
All Class B nations must nominate their voting delegate before the commencement of the AGM, during the registration process.
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E. EXTRACTS OF ITF CONSTITUTION
ELECTION PROCEDURE
18 (e) Prior to the commencement of any General Meeting:
(i) Each Class B Member represented shall name the delegate who will vote (in accordance with the number of Class B Shares held by the Class B Member) for and on its behalf at the Meeting.
PRESIDENT ELIGIBILITY
19. COMPOSITION OF THE BOARD OF DIRECTORS
(a) The Board of Directors shall consist of the President (who shall be elected in accordance with Article 20), fourteen other persons (who shall be elected in accordance with Article 21) and two Athlete Representative Board members, one male and one female, (who shall be appointed by the elected members of the Board of Directors in accordance with article 21).
(b) Election or appointment as a member of the Board of Directors shall be personal, and no Director shall be accountable to any member from which he is drawn or any Regional Association in respect of anything done or omitted to be done by him in his capacity as such Director.
(c) No person shall be eligible for nomination, election or appointment as a member of the Board of Directors unless he:
(i) Is a national of a country (including a newly formed independent country resulting from the division of a former country) which has played in the Davis Cup Competition at least ten times; and
(ii) Has attained the age of twenty-one (21) and enjoys civil and political rights.
20. THE PRESIDENT OF THE COMPANY
(a) The President shall be elected for a term of four consecutive years (unless earlier removed in accordance with these Articles) by Resolution of the Council at an Annual General Meeting. Such four year term shall commence at the end of the Annual General Meeting at which he was elected. For the avoidance of doubt the post of President shall be a full-time appointment and the President shall by virtue of his office also be an Officer of the Company. The President may remain a member of any Class B Member or Regional Association but immediately upon appointment must retire from (and during the term of his office shall not accept) any office or other executive or honorary position with any Class B Member or Regional Association.
The President shall be entitled to remuneration for his services and reimbursement of the reasonable expenses incurred by him in performing his duties. The level of such remuneration and the terms and conditions (including where the duties of the President are to be performed) of the President’s engagement by the Company will be fixed by the Board of Directors and so the President will, if required by the Board of Directors, enter into a formal engagement agreement with the Company setting out the terms as agreed between the Board of Directors and the President.
The President shall be Chairman of the Board of Directors and subject to the provisions of Article 18(c) shall preside as Chairman at General Meetings of the Company until the end of the Annual General Meeting at which his successor shall have been elected.
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(b) Nomination
Nominations for the post of President may be made only by Class B Members who have played in the Davis Cup at least ten (10) times, or by the Board of Directors.
Any such nomination shall be in writing and must reach the Company not later than four months before the Annual General Meeting at which such election take place.
(c) …
(d) …
(e) Length of service
The President may be re-elected for two further terms of four years, so that the maximum period of service as President is twelve years. All service as President is counted. Term limits as a Board Member and as President are to be considered independently from each other.
PRESIDENTIAL RESULT
20 (c) Election
(a) The following procedure shall apply to the election of the President:
(i) If there be only one candidate, he shall be declared elected
(ii) If there is more than one candidate, a ballot shall be conducted and if upon such ballot:
(b) One candidate received more than 50% of the votes cast, he shall be declared elected.
(c) No candidate receives more than fifty percent (50%) of the votes cast, a second ballot shall be held for the two candidates who receive the highest number of votes provided that if a third candidate received twenty-five percent (25%) or more of the votes cast in the first ballot, he shall also be included in such second ballot. If on this second ballot, a candidate receives more than fifty percent (50%) of the votes cast, he shall be declared elected. If no candidate receives more than fifty percent (50%) of the votes cast on this second ballot, a third ballot shall be held for the two candidates who have received the highest number of votes. On this third ballot, the candidate receiving the highest number of votes shall be declared elected. In the event that the two candidates in the third ballot receive an equal number of votes, there shall be a further ballot between those two candidates only to determine the successful candidate.
BOARD OF DIRECTORS ELIGIBILITY
19. COMPOSITION OF THE BOARD OF DIRECTORS
(a) The Board of Directors shall consist of the President (who shall be elected in accordance with Article 20), fourteen other persons (who shall be elected in accordance with Article 21) and two Athlete Representative Board members, one male and one female, (who shall be appointed by the elected members of the Board of Directors in accordance with article 21).
(b) Election or appointment as a member of the Board of Directors shall be personal, and no
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Director shall be accountable to any member from which he is drawn or any Regional Association in respect of anything done or omitted to be done by him in his capacity as such Director.
(c) No person shall be eligible for nomination, election or appointment as a member of the Board of Directors unless he:
(i) Is a national of a country (including a newly formed independent country resulting from the division of a former country) which has played in the Davis Cup Competition at least ten times; and
(ii) Has attained the age of twenty-one (21) and enjoys civil and political rights.
21. NOMINATION, ELECTION AND TENURE OF DIRECTORS
(a) Elected members of the Board of Directors other than the President shall be elected by the Class B Members at an Annual General Meeting of the Company for four year-terms and shall continue to hold office until the conclusion of the Annual General Meeting held four years after their election.
(b) …
(c) Any member of the Board of Directors shall be eligible for re-election or re-appointment for two further terms so that the maximum period of service as a member of the Board of Directors is twelve years. All service as a member of the Board of Directors shall be counted from September 2015.
(d) …
(e) The Annual Report of the Board of Directors to the Annual General Meeting shall include: a list of retiring Board Members; the record of attendance at meetings of the Board of Directors over the preceding four years; and the names of persons for whom nominations have been received in accordance with sub-paragraph (f) of this Article and the names of persons appointed to the Board of Directors in accordance with sub-paragraph (b) of this article.
(f) Nominations for election to the Board of Directors, other than in respect of the President, shall be made by Class B Members only (other than by a Member whose subscription is in arrears at the time of the Annual General Meeting). Any such nomination shall be in writing, duly authorised by the President, General Secretary or other legally appointed representative of such Member and must be a person who is a national of the country of the Class B Member who has nominated them and must reach the Company in accordance with the provisions of Article 17.
(g) Nominations for election, or appointment as a member of the Board of Directors shall only be accepted by those persons who expect to be able to attend Board of Directors meetings with reasonable regularity.
(i) …
(j) …
(k) The office of a member of the Board of Directors shall ipso facto be vacated in the event that the member:
(i) Becomes bankrupt; or
(ii) Is medically certified to be a person of unsound mind or all the other members of the Board of Directors unanimously resolve that he is physically or mentally incapable of performing the functions of a member of the Board of Directors; or
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(iii) Has been convicted of a criminal offence where (1) the offending conduct would constitute a criminal offence in the majority of jurisdictions in which the sport is played; and (2) (A) the member receives a custodial sentence (whether suspended or otherwise) for that offence, or (B) in the opinion of an independent expert appointed by the Board the conviction means the continued presence of the member on the Board would bring the ITF into disrepute; or
(iv) …
(l) With the exception of the President, or any member acting in accordance with Article 20(d) above, members of the Board of Directors shall not be entitled to remuneration for their services but shall be entitled to be repaid out of the funds of the Company: all travel expenses actually incurred (all claims for travelling expenses to be based on Business Class air travel, however styled) and necessary hotel expenses incurred in connection with their attendance at meetings of the Directors and General Meetings of the Council.
BOARD OF DIRECTORS RESULT
21 (h) The rules and procedures for the nomination of candidates for election to the Board of Directors shall be as follows:
(i) In the event of failure to find a qualified and acceptable candidate from any of the geographical areas specified in Article 21(h)(iv), or from the Class B Members who have the maximum shares, the Council may proceed to elect members to the Board of Directors to fill any vacancy created, irrespective of such geographical specifications.
(ii) Nominations shall be listed on the ballot paper in alphabetical order and the names of retiring members nominated for re-election shall be marked thereon with an asterisk.
(iii) Voting delegates shall be instructed to delete the names of those candidates whom they do not wish to elect, leaving only the names of the fourteen candidates they wish to elect. Any ballot paper submitted with fewer or more than fourteen remaining (undeleted) names shall be declared null and void.
(iv) The fourteen candidates with the highest number of properly recorded votes shall be declared elected who (unless sub-paragraph (h)(i) has become applicable) taken collectively enable the following conditions to be fulfilled:
(a) Three persons, each from a different Class B Member, from those Class B Members having the maximum number of shares (two or more of these persons, taken together, are likely to satisfy two or more of the conditions set out in sub-paragraphs (b) to (f) below).
(b) One person from amongst Class B Members in Asia;
(c) One person from amongst Class B Members in South America;
(d) One person from amongst Class B Members in Africa;
(e) Two persons from amongst Class B Members in Europe;
(f) Two persons from amongst Class B Members in the group of countries comprising the United States of America, Canada, Mexico, the countries of Central America, Panama, the Isles of the Caribbean and Bermuda; and
(g) Such additional number of persons as is necessary to fill the remaining places
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on the Board being persons from amongst Class B Members and having the next greatest number of votes cast once persons filling the conditions of sub-paragraphs (a) to (f) above have been elected, subject to a limit of six persons in total from any one of the regions specified in sub-paragraphs (b) to (f) above and subject also to a limit in total of two persons from any one Member.
(v) In the event two or more candidates receive an equal number of votes for fourteenth place in the election, there shall be a further election between those candidates only, to determine the successful candidate for such fourteenth place.
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F. PRESIDENT JOB DESCRIPTION
CHIEF EXECUTIVE OFFICER (CEO) AND ITF PRESIDENT (PRESIDENT)
DEPARTMENT: Presidential
REPORTING TO: Board of Directors
LOCATION: Roehampton, London plus extensive global travel
TERM OF APPOINTMENT: Continuous until the conclusion of the Company's AGM in 2023
OVERVIEW:
To ensure the ITF is viewed in the most positive light and to protect the integrity of the ITF brands and to devise and oversee on a timely and effective basis, a detailed method to ensure the achievement of the strategic objectives and associated KPI’s outlined in the ITF Business Plan and ensure the objectives and purposes of the ITF are met as per the Memorandum of Association of ITF Ltd (see the ITF Constitution).
The CEO is responsible for developing and implementing the ITF’s strategic and operational plans following consultation with the Board. The CEO is also responsible for all management decisions and directs the Chief Operating Officer (COO) who assists the CEO in acting as the liaison between the Board and staff. The CEO is ultimately the ITF’s lead representative and spokesperson with National and Regional Associations, key stakeholders, external organisations and the media.
GENERAL DUTIES/RESPONSIBILITIES
• Direct line management of the COO and responsibility for leading the Executive Directors and the Senior Leadership Team plus the overall management of the ITF
• Aided by the Senior Leadership Team, leading on strategic development in conjunction with the Board by devising strategic and operational plans for approval. Monitor and report on the implementation of plans, policies and programmes and provide progress reports to the Board
• Ensuring compliance with decisions made by the Board of Directors or other committees
• Overseeing the finances of the ITF through the COO and the Senior Executive Director of Finance and responsibility for the achievement of financial performance and outcomes.
• Signatory of UK accounts, along with another Director of the Company
• Organising Board meetings and the AGM as required and in line with the ITF Constitution
• Overseeing and approving annual salary and bonus review process as a member of the Remuneration Committee.
• Directly overseeing International Relations.
SKILLS/COMPETENCIES REQUIRED
Substantial and proven business management experience at a senior level
In-depth knowledge of the tennis arena and the affairs of international tennis
Connections/network within tennis industry groups
Thorough appreciation of the administrative requirements of an international sports governing body and the ability to balance the global issues involved
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Strong problem-solving skills and leadership skills plus sound decision-making ability
Ability to build consensus with a wide range of interest groups and individuals
Excellent communication skills, written and oral, with particular reference to presentations, public speaking and media interviews
Diplomacy and the ability to work comfortably within highly political situations
Resourceful, resilient and innovative with the ability to manage a range of different priorities and understand a wide range of activities
Interpersonal skills and judgement to inspire confidence and trust
Flexible with the ability to work long hours, weekends and manage extensive global travel
Fluency in English and knowledge of another language(s)
As part of the role as CEO, the post-holder will also hold the position of President of ITF Limited.
PRESIDENT, ITF LIMITED
The President is responsible for the external representation of the International Tennis Federation as an institution, is the elected representative of the member nations, Chairman of the Board of Directors of ITF Limited and is responsible for the ITF’s relations with associations, federations and all related sporting entities. The President has a clear political and diplomatic role through establishing and maintaining relationships with Chiefs of State and other related parties.
GENERAL DUTIES/RESPONSIBILITIES
• Elected representative of the member nations
• Represent the ITF on a global basis
• ITF representative regarding Olympic tennis matters and Chair of the Olympic Committee
• Chair of the Board of Directors, in conjunction with Presidency
• Represent ITF to sponsors, Regional Associations, National Associations, sporting entities and other stakeholders e.g. TV, agents and players
• To attend the ITF Board and liaise with committee and commission meetings
• Attendance at key events as ITF representative e.g. Davis Cup, Fed Cup, the Olympic and Paralympic Tennis Events, the Grand Slams and the ATP and WTA Finals
• Attend Regional Associations’ AGMs, and relevant National Associations’ AGMs as required
• Chair the ITF AGM, ITF representative on the Grand Slam Board and WTA Board
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G. DIRECTORS’ JOB DESCRIPTION
This is provided as a guide to nations when nominating a candidate as well as for nations when deciding who to vote for. It is not mandatory or exhaustive.
OVERVIEW The Board of Directors is the body elected by ITF members to represent them for a four-year cycle. The Board is collectively responsible for determining ITF strategy and operational decisions in the interests of the ITF, its members and the sport of tennis. Individual Board Members contribute to these decisions bringing their own personal skills and experience such as tennis playing or officiating, tennis or sports administration, or wider business skills. Board Members must adhere to the ITF Code of Ethics and principles of good governance (see Section H - Directors’ Responsibilities).
Decision making is improved when a board can draw on a diverse range of opinions and expertise from its Board members. A board will therefore function best if its members come from different personal backgrounds, bring different cultural views, are of different genders, and cover a range of professional expertise.
GENERAL DUTIES/RESPONSIBILITIES
• Act in the capacity of an elected representative of member nations as a collective
• Determine the ITF’s strategic plans, and make significant operational decisions
• Ensure compliance with the ITF Constitution and other governing documents
• Act with honesty and integrity, in compliance with the ITF Code of Ethics
• Oversee the finances of the ITF on advice and recommendation from the Finance and Audit Committee
• Chair ITF Committees or Commissions, liaising directly with ITF executives regarding the work of their Committee/Commission, and reporting to the Board and AGM
• Represent the ITF on request e.g. at Davis Cup, Fed Cup, and the Grand Slams
• One or more Board Members will be a signatory to the UK financial accounts
BENEFICIAL SKILLS/EXPERIENCE
Business management experience
Detailed knowledge of, and passion for, tennis and the affairs of international tennis (which may be gained through playing, administration, officiating, coaching, etc)
Appreciation of the administrative and regulatory requirements of an international sports governing body (which may be gained through previous Board or Committee experience at a regional or international level)
Professional qualifications in areas such as accounting, legal, marketing, technology or business management
Appreciation and experience of balancing a variety of stakeholder interests for wider benefit
Fluency in English and knowledge of another language(s)
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BENEFICIAL PERSONAL ATTRIBUTES
Strong communication skills (written, oral and listening)
Strong problem-solving, prioritising and decision-making skills
Ability to work constructively in a team, and support the decisions of the Board
Inclusive and open to the views of others
Diplomacy and ability to manage conflict
Interpersonal skills and judgement to inspire confidence and trust
Willing to learn new information and take time to understand the issues before reaching a decision
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H. DIRECTORS’ RESPONSIBILITIES
This guidance is general in scope and is intended to assist candidates understand the legal duties of a company director under Bahaman law. It is not exhaustive and if in doubt, further guidance should be obtained.
This guidance has been prepared in 2019, pursuant to the ITF Constitution at the time. The Constitution may change from time to time, and each director is individually responsible for ensuring they are aware of the requirements applicable to them at any time.
I) INTRODUCTION The company directors of ITF Limited are the President and Board of Directors (whether elected or appointed as an athlete representative). Together they form the Board of Directors (Board).
Under the ITF Constitution (i.e. the Articles of Association of the Company), directors other than the President are “non-executive directors”. This means they are not paid members of the ITF’s management team (although directors can claim expenses pursuant to Article 21(l).
The law places certain obligations and responsibilities on all registered directors (i.e. the President and Board Members). Non-executive directors are widely recognised as having a useful and independent role to play in ensuring that the company’s activities are undertaken in compliance with the law and in adherence to principles of good corporate governance.
The ITF is registered as an international business company limited by shares, in the Bahamas under the International Business Companies Act 2000 (the IBC Act).
II) HOLDING OFFICE AS A DIRECTOR Directors are appointed upon their election by the AGM (or appointed by the Board in the case of the two Athlete Representative Board Members). They hold office until their successors are elected.
Under the Constitution, a director will automatically vacate their office if:
• They become bankrupt;
• They are medically certified to be a person of unsound mind, or the Board unanimously resolves that they are physically or mentally incapable of performing the functions of a Board Member;
• They are convicted of a criminal offence where (1) the offending conduct would constitute a criminal offence in the majority of jurisdictions in which the sport is played; and (2) (A) the member receives a custodial sentence (whether suspended or otherwise) for that offence, or (B) in the opinion of an independent expert appointed by the Board the conviction means the continued presence of the member on the Board would bring the ITF into disrepute;
• They resign;
• They violate the disclosure requirements of the IBC Act (see below); or
• They are removed by two-thirds majority resolution of the ITF Council.
III) DUTIES OF DIRECTOR Directors should understand the nature and extent of the duties they owe in their role as directors. Where a director is in any doubt, they should take appropriate and personal professional advice.
Failure to properly execute the duties and responsibilities of a director may result in civil and/or criminal proceedings being brought and subsequent disqualification as a director.
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A summary of the main duties of a director towards the company is set out below. This summary is not exhaustive, and is subject to change:
• A director must act honestly and in good faith in what they consider to be the best interests of the company, and not put the interests of individual members or persons ahead of the ITF’s;
• A director owes the company a duty to act with the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
o In determining whether a director has acted with due care, skill and diligence, consideration will be given to:
The general knowledge, skill and experience that may reasonably be expected from a person carrying out that director’s functions, and
The actual knowledge, skill and experience which the director has.
o A director may rely on expert reports, opinions, financial statements, and on the honesty and diligence of executive officers.
o Examples include:
devoting sufficient skill, time and effort to their duties (including understanding the ITF’s business, reading meeting papers, keeping abreast of issues relating to the ITF); and
base decisions on legitimate reasons, on an informed basis.
• A director must act in accordance with the Constitution and must exercise their powers only for the objects set out in the Constitution and for purposes allowed by law;
• A director must not agree to restrict their power to exercise independent judgement;
• A director must not use ITF property or information, or divert ITF opportunities, for their own or anyone else's benefit;
• Directors must exercise great care if a situation arises which could lead to a conflict (actual or potential) between their personal interests and their duties owed to the ITF or to a third party. A director must ensure that his dealings with National Associations and other stakeholders are conducted impartially; and
• A director must disclose to the Board any interests in contracts or proposed contracts with the ITF, and these may also need to be approved by the Council.
Every director has an equal duty of responsibility to the company. Directors should not allow others to unduly influence them in a way as to undermine the exercise of their powers, in good faith, in the best interests of the company. The directors must make their own decisions, after receiving appropriate professional advice if necessary. They must not simply "rubber stamp" decisions made by others.
Directors who are unsure about their duties as a director in any particular set of circumstances should seek professional advice.
IV) POWERS OF DIRECTORS The powers of directors are derived from law, however the Constitution sets out their powers in relation to the management of the company (see Article 22).
The powers of the directors must be exercised:
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• in what a director honestly believes to be the best interests of the company; and
• for the purpose for which the power is intended.
The board of directors will normally exercise their powers collectively. However, in certain circumstances, certain powers may be delegated to one or more persons, including to non-directors (e.g. Articles 22(b) and 25). A director cannot delegate their individual responsibility.
The directors are not agents of their National or Regional Association (see Article 19(b)). It is important that directors are mindful of any attempts by others to influence either themselves or any other board member that would undermine the exercise of their powers and their directors’ duties.
A director cannot delegate or abrogate their overall responsibility for the affairs of the company and remains responsible for the exercise of powers delegated. Where delegation is properly authorised, the directors must monitor properly the exercise of the delegated powers.
A director is entitled to rely on information given by an employee, expert, professional adviser or another director in relation to matters within that person’s competence or responsibility, provided that the director acted in good faith, made proper enquiries and had no grounds for suspicion.
It is the responsibility of the directors to meet, discuss and if appropriate, approve material transactions the company is entering into. While the directors can rely on opinions provided by the company’s employees, lawyers, accountants and other advisers, the decision whether or not to enter into a transaction remains one for the directors.
V) LEGAL KNOWLEDGE A director must operate within the legal framework of the laws of the Bahamas (or be reasonably able to rely on someone who possesses the relevant knowledge) and ensure that the company’s operations comply with all relevant laws. In addition, directors must also have sufficient knowledge (or be reasonably able to rely on someone who does) of the laws of any other countries within which their companies may operate or do business with and ensure that such operations comply with those laws.
In addition to complying with relevant laws, a director should ensure that he has knowledge of, and regard to, the Constitution.
VI) CRIMINAL AND CIVIL LIABILITIES Many provisions of the IBC Act impose specific duties on directors in connection with the conduct of the company’s business. In some instances, the legislation provides that a failure to perform such duties constitutes a criminal offence. This includes where a director knowingly authorises, permits or acquiesced in the commission of an offence by the ITF (e.g. failure to keep a share register, false reporting to the registrar).
Directors are indemnified by the ITF in relation to costs, expenses, liabilities and awards arising out of action against that director as a direct result of their activities as a director. However, this indemnity does not apply to acts carried out other than in good faith (e.g. fraudulent, wilful neglect or default). (See Article 30.)
VII) ADMINISTRATION AND ACCOUNTS The directors are responsible for the company’s administration, including maintenance of proper accounting records, minutes of meetings, statutory books and filing of information at the Companies Registry. It is usual for these duties to be delegated, most relevantly to those directors on the Finance and Audit Committee, but this does not relieve the directors of ultimate responsibility.
The directors have a duty to:
• ensure that proper accounting records are kept by the ITF;
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• prepare and approve annual accounts which comply with applicable companies’ legislation;
• ensure that the company sends a copy of the accounts to parties entitled to receive them; and
• lay the accounts and reports before the members in a general meeting.
VIII) BOARD MEETINGS The powers of directors are not individual but collective. The directors should therefore exercise their powers by holding board meetings at which collective decisions are taken. The ITF Board usually meets quarterly, and at such other times as the President decides. Every director is entitled to receive notice of a meeting.
Directors are provided with an agenda and reading material in advance of the meeting. Directors are responsible for reading the material and completing other preparation in advance of the meeting, to ensure that they are able to exercise their powers consistent with their directors’ duties.
Minutes must be kept of the proceedings of Board meetings. Once agreed and signed by the chairman of the meeting they are evidence, though not conclusive evidence, of the proceedings to which they relate.
IX) EXPENSES
The Constitution provides that the President is entitled to remuneration for their services and reimbursement of reasonable expenses incurred in performance of their duties. These terms are fixed by the Board of Directors and set out in a formal agreement entered into by the President. (All candidates are required to sign this agreement prior to the election.)
All other directors are not entitled to remuneration but are entitled to reimbursement of travel expenses and hotel expenses in connection with Board meetings, the AGM, and any applicable committee or commission meetings. (See Article 21(l).)
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I. NOMINATION FORM
This form must be completed by the nominating NA, following consultation with the candidate. There are two sections:
A. To be completed by the nominating National Association; B. To be completed by the Candidate.
SECTION A – TO BE COMPLETED BY THE NATIONAL ASSOCIATION
ARE YOU NOMINATING A: 1. CANDIDATE FOR THE POSITION OF PRESIDENT (tick as appropriate)
2. CANDIDATE FOR THE POSITION OF BOARD MEMBER (tick as appropriate)
NOMINATOR DETAILS: Please type the details in the fields highlighted
NATIONAL ASSOCIATION
NUMBER OF YEARS PARTICIPATED IN DAVIS CUP
APPROVED BY
SIGNATURE
POSITION President / General Secretary / other legal appointed representative
(delete as appropriate)
SECTION B – TO BE COMPLETED BY THE CANDIDATE
CANDIDATE PICTURE:
A profile picture is required for inclusion in the AGM Agenda.
The picture should be a jpeg image of the Candidate’s head and shoulders only (passport style), and a minimum size of 240x240 pixels.
To insert a picture directly into the Form:
1. Click in the frame located to the left of this text.
2. Go to 'Insert' from the above menu bar. Select 'Picture', then select 'From File…'.
3. A separate window will appear. Locate and select the picture you wish to attach and click 'Insert'. The image will resize to fit within the frame.
You can alternatively send the picture as an attachment in an email to [email protected]
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CANDIDATE PERSONAL INFORMATION: Please type the details in the fields highlighted
TITLE
FAMILY NAME
GIVEN NAME
GENDER MALE / FEMALE
DATE OF BIRTH dd mm yyyy
NATIONALITY
FIRST LANGUAGE:
OTHER LANGUAGES: Please include details of fluency
CONTACT INFORMATION
To be used for ITF correspondence
House / Apartment No:
Road / Street
Town / City:
County / State:
Country: Post / Zip Code:
TELEPHONE: Daytime: + Evening: +
MOBILE + EMAIL:
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EXPERIENCE PROFILE: Please detail only the most significant achievements across each of the following areas of sports involvement.
This information will be circulated to members in the AGM agenda. You will have the opportunity to review and update the final wording before publication of the agenda.
Tennis Competition Experience i.e. tennis achievements:
Example: 1992-1994 National U18 Team; career high ranking (ATP/WTA) 123; Wimbledon Quarter-finalist 2000;
Tennis Administration i.e. involvement with tennis administration, NAs, clubs, officiating (on a national/regional Level). It is mandatory to declare any positions held in NAs and RAs, tennis stakeholder bodies, ATP or WTA tour events, and Recognized Organisations.
Example: 2001-2005 – Member, National Association Board; 2006-2008, President, Regional Association; Level 1 Coach;
Other Sports Administration i.e. involvement with sports other than tennis whether national, regional or international:
Example: 2010-2011 – Member, National Hockey Association; 2010-2012 – Member, NOC Finance Committee
Roles within ITF i.e. Committees or Commissions, Official status and involvement with significant ITF events:
Example: 2016-2017 – Member, ITF Juniors Committee;
Other - please detail other significant experiences or qualifications to be included on your profile:
Example: Bachelor of Economics, 1997, University; MBA, 2010, University;
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DECLARATION (TO BE SIGNED BY THE CANDIDATE)
i) I will comply with the Constitution, rules and regulations, Code of Ethics and policies of ITF.
ii) I agree to adhere to the Candidate Rules.
iii) I will comply with the conflict of interest requirements and gifts and hospitality policy in the Code of Ethics, and I will freely and promptly declare the full extent of any interests in accordance with that Code.
iv) I meet the eligibility requirements of the ITF Constitution, namely:
a. I am 21 years of age or more, and enjoy civil and political rights;
b. I am a national of a country which has played in the Davis Cup at least ten times;
c. I am not currently bankrupt.
d. I am of sound mind and physically capable of performing the functions of a Board Member.
e. [delete as appropriate] I have not been convicted of a criminal offence. / I have been convicted of a criminal offence, details of which are as follows:
___________________________________________________________________________
___________________________________________________________________________
v) I acknowledge that my election is personal, and I will not be accountable to any member or any Regional Association.
vi) [Presidential candidates only] I acknowledge that if I am elected, I must immediately retire from any office, or executive or honorary position with any Class B member or Regional Association.
vii) I agree that work undertaken, carried out, produced or contributed to in my capacity as an ITF President or Board Member:
• shall be the property of the ITF;
• shall not incur charges to be carried by the ITF, unless previously agreed with the ITF Board;
• shall be treated as confidential, and shall not be disclosed or communicated to any party except as permitted under the Code of Ethics; and
• shall be used exclusively for accomplishing the ITF’s purposes and for no other purpose.
Data Protection
viii) I have read and understood the Privacy Notice – ITF Business Contacts, which applies to the President and Board Members.
Please sign and date in blue ink
SIGNED:
DATE:
dd mm yyyy
A digital signature is acceptable
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J. CONFLICT OF INTEREST DECLARATION FORM
To be completed AT THE TIME OF NOMINATION, and updated throughout the period from nomination to election in the event of any change.
I the undersigned declare that:
1. I have read, understood and agree to be bound by and comply with the ITF Code of Ethics.
2. I do not have nor do I presently anticipate having any conflict of interest (actual, apparent or potential) save as set out in this declaration.
3. I agree to make immediate disclosure of any material change required to this declaration in order to ensure that it remains accurate.
4. I agree to make immediate disclosure of any additional actual, apparent or potential conflict of interest that arises subsequent to the preparation of this declaration, by way of a separate declaration, to ensure my disclosure remains complete.
5. I agree to be bound by any decisions taken by relevant authorities under the ITF Code of Ethics.
Name (print in full): …………………………………….
Address: ……………………………………..
……………………………………..
Position: ……………………………………..
Details of conflict of interest (actual, apparent or potential):*
Positions held in tennis: ………………………………………………………………………………………….
…………………………………………………………………………………………
Current jobs/paid positions: ………………………………………………………………………………………….
………………………………………………………………………………………….
………………………………………………………………………………………….
Significant financial or other interests in the following: ………………………………………………………………………………………….
………………………………………………………………………………………….
Other facts that may give rise to actual, apparent or potential conflicts of interest: ………………………………………………………………………………………….
………………………………………………………………………………………….
Signature: ……………………………….. Date: ………………………………………………
Print name: ………………………………….
Please return completed form via email to [email protected]
* Use additional sheets if necessary.
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K. GIFTS AND HOSPITALITY FORM
To be completed ONE MONTH AFTER NOMINATION, and updated throughout the period from nomination to election.
Date of offer of gift or hospitality
Name of recipient
Name of ultimate recipient (if passed on to someone else)
Details of gift or hospitality
Estimated cost
Name of person who made offer (including name and company)
Relationship to ITF
Why was offer made?
Is there a current/potential contract with the offeror? (If yes, provide details)
Has offeror ever given a gift or hospitality to the recipient before? (If yes, provide details
Signature and date
Please return completed form via email to [email protected]
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L. ITF BUSINESS PLAN The ITF’s latest business plan can be found here:
https://www.itftennis.com/media/302588/302588.pdf
M. PRIVACY NOTICE – BUSINESS CONTACTS
The ITF will process all candidates’ personal data in accordance with the Privacy Notice – ITF Business Contacts. The latest version of that notice can always be found on the ITF’s website, under the “Privacy Notice” link, or using this direct link:
https://www.itftennis.com/media/302128/302128.pdf
N. CHECKLIST AND INSTRUCTIONS FOR NATIONAL ASSOCIATION
1. A complete nomination pack contains: a) Completed Candidate Nomination Form with photo:
a. Section A – filled in by Nation (please tick) b. Section B – filled in and signed by Candidate (please tick) c. Candidate Declaration Form (please tick)
b) Conflict of Interest Form signed by Candidate (please tick) 2. The Gift and Hospitality Form does not have to be submitted as part of the nomination pack, but
must be submitted one month after nomination.
3. Complete nomination packs must be sent in hard-copy or electronic format, to the following address: Presidential Department ITF Bank Lane Roehampton London SW15 5XZ Email: [email protected]
4. All complete nomination packs must be received by the ITF no later than 23:59 GMT 27 May 2019. Please note the ITF Office is not open for deliveries on weekends or public holidays which includes Monday 27 May. Therefore any nomination sent by hard-copy must be mailed in time to arrive by the preceding Friday. Nations are therefore encouraged to ensure they also send their nomination electronically and in good time.
5. All nominations will be acknowledged. Please contact the ITF Presidential Department if you do not receive confirmation of receipt.