Firstly, I shouldn't have to explain this, that should have been the club's responsibility but it has clearly failed to do so. And I realise this is belated and too late for tonight's AGM, but I don't see this fight as being over so I feel it could be useful to help people understand this issue when it raises its head again as it almost certainly will.
Every body seems to presume that an "independent director" means that said director is meant to be independent or impartial from the current board. That's not what was proposed tonight, and that kind of 'independent' director is very difficult to put in place and I don't think it's necessarily what we need in any case. The only way to have this happen, is if a third-party entity makes the appointment. With our current set-up not even the NRL could carry that role, because the directorship being discussed is for the Leagues club and the NRL has no jurisdiction over that business.
An independent director is named as such because the director is appointed independently of the regular voting process. So in the Bill Moss case, he does not become a director because he is voted in, he would become a director because of the will of the board.
The reason for doing this is not to act as an impartial party. It's too make up for a lack of skills that may arise from the regular voting process.
In a corporate world when you put together a board, you would at the very least ensure that you have someone with a legal background, someone else who has held CFO positions and ideally people with related industry experience, HR or marketing communications backgrounds. We get very few people with those skills even put themselves up for election - and when we do, it would seem as though those credentials don't seem to carry a lot of weight with the people who are voting and instead we tend to get either ex-footballers or people aligned to the right ticket.
As such, if ever there was a need for an organisation to have independent directors it should be Parramatta. As an entity, and particularly because of the non-representational voting mechanisms, we cannot rely on our elections to throw forward the best qualified candidates and as such you are almost guaranteed to have significant skill gaps on your board. That is why our boards must be given the opportunity to bring independent directors onto the board, or to at least use advisory councils or other such makeup mechanism.
I have a number of issues with the way we proposed to use the independent director in the defeated constitutional amendment at the AGM. Firstly, I believe we put the cart before the horse. This club needs to get its structure right first and that means a separation of the PNRL from the PLC - an independent director who is suited to the PLC might not necessarily be the best person to also join the board of the PNRL. Effective constitutional change starts at the core and with its underlying structure. What was proposed tonight was a band-aid fix - and admittedly given it was likely to be Bill Moss, it would have been a bloody great bandaid, but nontheless we would have been far better served getting the organisational structure repaired before we waded into such issues as independent directorship and terms of office.
Secondly, when an independent director is appointed, there must be qualifications that spell out what skillsets that person must bring. A board should not be able to appoint any independent director - they should be required to demonstrate a skill gap on their board and then must be able to demonstrate the suitability of any nominated independent director according to a constituted list of skills (and preferably prescribed in order of necessity).
Thirdly, more discussion needs to be given over the voting rights that an independent director is given. If you want to get around the accusation/potential for directors to be appointed just to sure up vote, then you can appoint non-voting director/s.
You can also look at safe-guards to prevent vote stacking, by ensuring that any nominee is voted unanimously by the board in a transparent and public vote. Again, in the Bill Moss example, any director who opposed the appointment could have voted against it, but that would become public record which would tend to lay bare any political motivations.
I urge the board not to see this as an end to constitutional reform, but to consider it the beginning of a process. I urge the board to this time, put together reforms on a consultative basis with the membership with a pre-appointed committee, a public submission process, a transparent final report and recommendation and finally an extraordinary general meeting so that it can't be dragged into the minutiae of your typical AGM. Start a process that will leave the club with a foundation that will take it forward into the next two decades, not a band-aid fix to get through the next five years.
Replies
If only we had somebody with your vision to implement these things on the board Phil, its a dead set mess as it stands.
Tonight stands as a clear demonstration that the two ex factions only have self interests at heart, its destroying the club and holding it back in the stone age, how can we move forward when these clowns are white anting the club?
Its a real bad look for the club, we are doomed to be the club that 'could' have been a great RL powerhouse, unless the NRL step in or certain factions walk away im afraid for the future of the club.
I don't want the NRL to step into our situation directly, I want the NRL to say that all franchisees must be independent entities. That while they can be aligned with Leagues Clubs or other such organisations, they must also:
A) Carry directors with legal and financial qualifications and where those are not elected, they must be appointed independently and according to NRL guidelines
B) Must carry at least some directors voted upon by members of the NRL club.
C) All directors must be approved by the NRL.
This would force our club to take the necessary constitutional steps to fall inline with NRL requirements, which would break some of the inertia currently holding us back.
I don't fall in line with the "we're doomed" camp. This is an issue across the NRL and we're not in that much of a different predicament to many NRL clubs. I find it difficult to presume that the NRL has not moved in this direction already.
That said, I don't want the NRL to have too much control either. If the NRL had too much control that would be the end of games at Parramatta stadium, for one. They need to achieve a balance between ensuring corporate governance but allowing teams to retain their identity
Thanks for all the updates of what occurred tonight. For the first time some real insight of the madness is provided. I (and I admit this with shame) have not renewed my membership for about 4 years, since the Spag days and the blatant self interest , it was my form (deluded possibly?) protest at the club. I also recall reading somewhere a long time ago that there were only 638 voting members....WTF?. now you have mentioned a difference between the LC and FC, but it is all so intricately linked I think having it as one is the way forward (I could be speaking from ignorance here). Is this not what Canterbury have? What we really need Phil is to have a special series of article which discuss the constitution, the voting process the pros and cons of having the current structure or splitting into two boards (which I think we had in the past) and what we can do as supporters to generate our own tickets with Mossy as the number 1 holder. This "madness" as you so correctly call it permeates throughtout the whole organisation (I know I was shut down with my front office comment) but it is true. I read all the articles about people with memberships issues and getting responses back. I tried to get my brother a top which they did not have online and sent an email to the shop. They did get back to me, 10 days later! I could have ordered something from overseas and had it delivered before some one responded. Not good enough. This cancer is spreading through the whole place. Fitzy the puppet master is undoing all the good things from long ago. His narcissism knows no bounds and he is still pulling the strings to sabotage people. After all, he most probably employed all of them that are still there. You got me fired up. If I can assist with some research to get the information out to educate us all, let me know!
I was there last night and I spoke .I supported the thinking behind all of the Motions , but not the way they were put .Without wishing to get too technical , the exact changes must be put to the AGM in the case of constitutional change and clearly that was not the case .
Preparation for the meeting was not what it should have been :
1.Handing out what seems to have been a discarded draft caused confusion .
2. The use of voting paddles instead of secret ballot in a divided meeting helps no one.How many looked to see how others voted ?Certainly , comment was made to me .
3. Certain officials were short of a gallop .Failure to stick to rules about financial questions , rudeness to members , failure to understand the motion being put , failure to put questions to debate , failure to cut off questions on Motions until they were being put, are just a few of the problem areas .
Having said that , I was disappointed at comments made to the Chairman who has not got a cushy number .I said he had my total support .I feel the Motions should be redrafted and put to an EGM . It has been done before and , if done correctly , will knock a lot of wind out of the sails of the opposition .I would have preferred to see them taken away for redrafting than be defeated .
As usual, Chris we're of like mind. I do hope that the defeat of the motions is taken as an opportunity to go away and come back and do it all correctly, rather than it being an excuse to entrench the status quo of what is clearly a broken system.