Dear HIST member,
As indicated at our meeting on the 30 January 2020, and subsequent press briefing, HIST will be holding its annual elections for Directors over the next few weeks. The Board have asked Phil Clapham to oversee these elections advise you of the available roles and the process that we will be following to fill them.
Eligibility for being a Director
To become a Director of HIST you must meet the following criteria:
- Be nominated as a Director (Members can either self – nominate or nominate other members subject to their prior agreement to stand)
- Be eligible to be a Director under UK law; and
- Be a current HIST member as at 1 March 2020 and throughout your period of appointment.
A brief outline of the responsibilities of becoming a Director of a limited Company is attached for information at Appendix B. However, I would encourage anyone considering becoming a Director of this club to independently research and understand what their responsibilities would be in advance of submitting their nomination.
Any nominations should be sent or delivered to me in writing to the club offices at the South Leeds Stadium by no later than 1.00pm on 7 April 2020.
Elected Director Posts
For 2020 The following Director roles will be subject to election. You will note that some roles are for a period of one year and some for two; this is to provide a balance between continuity at Board level whilst ensuring members have annual input into it. All Directorships will start on 1 May 2020 and run until either the 30 April 2021 or 30 April 2022 dependant on period of tenure. Due to the recent restructure the Director roles subject to election in 2020 are as follows:
- Chairman – This will be the key figurehead role for the Club and the post holder will be expected to actively promote the Club’s best interests and represent it on formal occasions. Duties include Agreeing and setting Board agendas; Chairing Board Meetings; overseeing the overall Governance of the Club; ensuring the Board act in the best interests of the Club at all times.
- Finance Director – This role will have oversight of the financial accounts of HIST, the club and the foundation; be responsible for all formal submissions to statutory bodies including HMRC and the RFL; document the clubs policies and processes; Act as board secretary, preparing agendas, action logs and providing detailed monthly financial reports, forecasts and projections. This role will be elected for one year.
- Community Director – This role will have oversight over our involvement in the community. This includes liaison with the Hunslet Rugby Foundation; preparing grant applications; organising Heritage activities; interaction with ex-players associations; organising events in the Bars and around match days; contact and interaction with other community groups. This role will be elected for one year.
- Operations Director – This role is responsible for all other off field activities required on match – days excluding the running of the club shop. This includes liaison with the Match-day Commissioner and officials, Leeds City Council, Press; meeting and greeting opposition officials; Liaising with the Community Director on Match-day Hospitality / Press Liaison; overseeing volunteer workers; Collecting and reconciling turnstile income. This role will be elected for two years.
- Director of Strategy –This role supports the Board with long-term planning. The Director will be expected to attend all RFL meetings on behalf of the Club to ensure its interests are represented and the Club remains compliant with the RFL strategies and policies; Oversee completion and return of the RFL annual Return on Investment (ROI) Return; Develop and monitor the Clubs Strategic Business Plan; Lead Lease negotiations with the RFL; Pursue opportunities for beneficial strategic partnerships with potential interested parties as directed by the Board . This role will be elected for 2 years
Should more than one person be nominated for any of these roles, then there will be a vote of all members as at 31 March 2020. In this circumstance nominees will be asked to provide a formal Hustings statement, no more than one side of A4, outlining their suitability for the role which will then be made available to all members. Additionally, we will also look to arrange a meeting to allow candidates to be questioned by members in advance of casting their vote, this is subject to the ongoing coronavirus situation. Voting forms would be made available after nominations close during April together with the Hustings declarations and forms should be returned to the office by 1pm on the 26 April 2020. The results will be announced in the following week to coincide with the AGM, details of which will follow in due course. Applicants are advised that Board Meetings are currently scheduled for the second Monday in each month 1.00 – 3.00pm and the first meeting of the new Board will be on 12th May 2020.
Current Appointed Associate (Non-Executive) Directors
Under the club’s constitution, the elected members of the Board can appoint other Directors to support them in delivery of their objectives. Duties and periods of tenure are entirely at the Boards discretion. The following roles are currently appointed by the board of elected Directors:
- Associate Director – Kim Groves. This is an Ad – Hoc advisory role to assist the Board in negotiations with Leeds City Council.
- Associate Director – Damian Irvine. This is an Ad – Hoc advisory role.
- Associate Director – Jason Peterkin. This is an Ad – Hoc advisory role.
All Director Appointments are voluntary and unpaid
Other Board Members
The Club has also decided that the following posts will sit on the Board but hold no voting rights:
- General Manager – Peter Todd. This role has overarching responsibility for liaison with the RFL, communications, day to day running of the Club, Club shop and merchandise, maintenance of customer database. Board membership will ensure the whole Board remain fully informed of all current issues and can prepare mitigations accordingly.
- Rugby Manager – Gary Thornton. This role will be undertaken by the Head Coach. Board membership will allow regular update and challenge around team performance at Board level and provide greater transparency of the Clubs financial position in terms of playing budget. The post will also have overarching responsibility for player discipline, player welfare, team training & Strategy, Travel, playing and training kit. The Rugby Manager will not partake in any discussion or consideration of the Head Coach position.
Finally, should you have any questions or simply want to get involved in supporting the Club in a volunteer capacity then again please contact me via the Club or Facebook advising which particular area you may be wishing to volunteer for.
- Kim Groves
- Damian Irvine
- Jason Peterkin
Responsibilities & Duties of a Limited Company Director
If you have set up in business via a limited company, there are a number of duties you will have – as well as legal and financial responsibilities – if you are a director of the company.
The following is an overview of what to expect as a limited company director.
Duties of limited company directors
The Companies Act 2006 outlines the statutory duties of company directors as seven general duties;
- Duty to act within your powers as a company director
- Duty to promote the success of your company
- Duty to exercise independent judgement
- Duty to exercise reasonable care, skill and diligence
- Duty to avoid conflicts of interest
- Duty not to accept benefits from third parties
- Duty to declare interest in proposed transaction or arrangement with the company
As a company director, you have several accounting-related obligations. Although you should employ a an accountant perform all (or most) of these tasks, you are ultimately responsible to ensure that all tasks are carried out:
- Keep good accounting records from which accounts can be prepared which give a true and fair representation of the financial position of the company.
- You must submit accurate company accounts, and file them on time with Companies House.
- You must submit your corporation tax return (Form CT600) to HMRC and pay any tax liabilities due.
- You must deal with the correct payment of staff (and yourself) – including the deduction of income tax and national insurance contributions, where they apply.
- You must trade solvently, ensuring that you are able to meet the financial liabilities of your business.
Legal responsibilities of company directors
- You are responsible for completing and filing a confirmation statement every year.
- To produce and maintain a register of persons with significant influence (also known as a “PSC register”). The PSC Register must be filed, as part of the Confirmation Statement, with Companies House annually.
- To submit forms to Companies House to notify of any changes in the particulars of company director(s) or company secretary.
- Notify Companies House if you change your registered company address.
- You must always act in the interests of the company shareholders. This means that the directors cannot enrich themselves in a way that damages the company.