DCF Governance Statement

Derbyshire Cricket Foundation

Governance Statement

Introduction

Derbyshire Cricket Foundation Ltd (DCF) is a Company Limited by Guarantee with Charitable status, established in March 2020 under the Companies Act 2006, following the transfer of the business of the Derbyshire Cricket Board Ltd into the Cricket Derbyshire Foundation Ltd. The Derbyshire Cricket Board Ltd was a Company limited by guarantee, established in 2010, and the Cricket Derbyshire Foundation was a separate Company limited by guarantee with charitable status, established in 2013. The purpose of the DCF, and the rules regarding the governance and affairs of the business, are outlined in the Company’s Articles of Association.  In line with the Objects specified in these Articles, the DCF is the local governing body for recreational cricket in Derbyshire with a responsibility to adapt local policies and programmes, which adhere to national directives, rules, regulations, policies and procedures of the England & Wales Cricket Board (ECB).

The purpose of this Policy document is to supplement the Articles of Association, by providing more information on how the powers of the DCF will be discharged through the board-level and operational governance of the organisation. This policy document will be reviewed and updated periodically, and will be formally reviewed by the Board at least every three years.

Governance Principles

The Board of the DCF are committed to providing the highest possible standards of governance for the Company, in line with their statutory responsibilities and consistent with the requirements of a charitable organisation. The interests of the beneficiaries of the DCF will be central to the way the organisation is governed. The board is responsible for creating the conditions which enable the management and staff of the Company to effectively promote and grow recreational cricket in Derbyshire, and achieve the objects of the Company. The Board, led by the Chair, will conduct an evaluation of its own skills and past performance annually, and will maintain a record of this review.

1. The Board of Trustees

Governance of the DCF, in accordance with the Articles of Association, and such other rules as may be defined for the benefit of achieving the Objects, is vested in the Trustees whose roles and responsibilities are described in Appendix I (DCF Trustees – Roles and Responsibilities).

The Board of Trustees responsibilities include:

• Setting the strategic aims of the Company, and constructively challenge and help develop proposals on strategy.
• Scrutinising the performance of DCF management and staff in meeting agreed goals and objectives, and monitor the reporting of performance.
• Ensuring that financial controls and systems of risk management are in place and effectively managing risk, both financial and non-financial, to the business of the DCF and to its reputation.
• Ensuring that the right management, resources, reward mechanisms, people processes, and culture, are in place to enable the DCF staff to effectively meet the objectives of the organisation.

The Trustees of the Board should include a diverse range of perspectives and experience which will, collectively, enable them to provide effective oversight of the business. The skills and experience of the board will be reviewed on an ongoing basis by the Nominations Committee. A diverse board is considered imperative for the effective governance of the DCF, and the Board is committed to achieving significant representation of both genders, and greater diversity generally, including, but not limited to, Black, Asian, minority ethnic (BAME) diversity.

The Board of Trustees will meet with appropriate frequency to exercise their responsibilities, and it is anticipated that they will meet at least 6 times during a year.  A record of these Board meetings will be maintained, and the meetings will be conducted in line with Articles 28-35 of the Articles of Association, which refer to the Proceedings of Directors, and provide for meeting quorum.

The appointment of new Trustees will be through a structured process. Vacant positions on the board will be publicly advertised prior to appointments being made.

Trustees are required to register any interests that could be relevant to their roles and responsibilities to the DCF. A register of trustee interests will be published in the annual report, and any conflicts, or potential conflicts of interest, will be managed in line with Article 9 of the Articles of Association, relating to Conflicts of Interest and Conflicts of Loyalties.

Sub-committees of the Board will assume delegated powers from the Board relating to specific subjects. This will include a Nominations Committee, and an Audit Committee, which will meet at least annually. It will also include a Safeguarding Committee and a Charitable Funding Committee that should meet at least bi-annually. The responsibilities of these sub-committees are described in section 1.1-1.4. The Chair of the DCF will exercise discretion on any matters arising from these sub-committees which he/she considers appropriate to include within any resolution at a full Board meeting.

1.1 The Nominations Committee

The Nominations Committee will comprise of at least 3 trustees nominated by the Board. The role of the Nominations Committee is to:

• Review the structure, size and composition (including the skills, knowledge, experience and diversity) of the board and make recommendations with regard to any changes.
• Consider succession planning for directors and other senior executives.
• Maintain an up-to-date skills matrix detailing the skills, experience and knowledge available to, and required by, the Board. The Committee should keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to achieve its strategic and operational objectives

The Chair of the DCF will Chair the Nominations Committee, save if in consideration of the appointment or reappointment of the Chair, where it shall be chaired by an appointed trustee such as the Senior Independent Trustee.

1.2 The Audit Committee

The role of the Audit Committee

•  To monitor the integrity of the financial statements of the company and any formal announcements relating to the company’s financial performance, reviewing significant financial reporting judgements contained in them;
•  To review the company’s internal financial controls and, unless expressly addressed by a separate board risk committee composed of independent directors or by the board itself, the company’s internal control and risk management systems;
•  To make recommendations to the board, for it to put to the stakeholders for their approval in general meeting, in relation to the appointment of the external auditor and to approve the remuneration and terms of engagement of the external auditor;
•  To review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;
•  To develop and implement policy on the engagement of the external auditor to supply non- audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm; and to report to the board, identifying any matters in respect of which it considers that action or improvement is needed, and making recommendations as to the steps to be taken;

The Head of DCF will maintain a Risk Register, which should inform the ongoing operational management of the DCF and will be reviewed by the Board at least bi-annually.

1.3 The Safeguarding Committee

The Safeguarding Committee will be chaired by a trustee with board-level accountability for Safeguarding and Welfare, and its role will include:

• To monitor, on behalf of the board, incidents relating to safeguarding and welfare across cricket in Derbyshire.
• Identify emerging safeguarding and welfare trends and themes, and with the County Welfare Officer, ensuring appropriate actions are in place to address them.
• Monitor provision and participation in training and compliance programmes relating to Safeguarding & Welfare.
• Ensuring the County Welfare Officer has support and resources in place to effectively carry out their duties, and meet any requirements specified by the ECB.
• Assist the County Welfare Officer in developing deployment plans in Derbyshire for any new ECB safeguarding and welfare programmes.
• Provide updates and recommendations to the Board of Trustees on matters relating to Safeguarding & Welfare.

1.4 The Charitable Funding Committee

The Charitable Funding Committee will be chaired by a DCF trustee, and its responsibilities will include;

• Work with the appropriate DCF officer to identify opportunities and a plan to generate restricted and unrestricted funding to support the objectives of the DCF.
• Review and approve the allocation of funds raised to support community projects.
• Monitor the impact of projects supported by charitable funding and donations.
• Make recommendations to the DCF Board of Trustees on strategic opportunities relating to charitable funding and community projects.

2. The Management and Staff of the DCF

The management and staff of the DCF are responsible for conducting the ongoing business of the DCF in line with the Objects of the Company, and in support of the strategy outlined by the England & Wales Cricket Board (ECB).

The Head of the DCF will determine the appropriate organisation structure to enable the staff of the DCF to deliver the strategic priorities and performance objectives of the business, within the budget available. This structure may vary from time to time, and any proposals to substantially change the organisation structure will be reviewed by the Board of Trustees.

The Trustees may, where appropriate, provide guidance to the management and staff, based on their experience or subject matter expertise, but there should be a clear delineation of responsibility and duties between the Trustees and the management and staff of the DCF. The Head of the DCF will participate in Board Meetings, as an Ex-Officio member, but will not have voting rights in relation to decisions made at Board meetings.

3. Membership

Membership of the DCF is conferred on the following;

• Representatives of leagues, associations, organisations or cricket agencies involved in recreational cricket in Derbyshire, subject to approval by the Board of Trustees. As at March 2020 the DCF has the following .
• 1 x representative of the Association of Cricket Officials, 1 x representative of the Groundsman Association, 7 x representatives of Cricket Development Groups, 1 x representative of Senior league cricket, 1 x representative of junior league cricket, 1 x representative of Disability cricket, 1 x representative from Education, 1 x representative of non-traditional participation, 1 x facilities representative

Membership is open to individuals, clubs, leagues, organisations or cricket agencies who apply to the Company in the form required by the Trustees, and are approved by the Trustees. Membership is not transferable to anybody else.

The Trustees may only refuse an application for membership if, acting reasonably, they consider it to be in the best interests of the Company to refuse the application. The Trustees must inform the applicant in writing of the reasons for refusal within twenty-one days of the decision. The Directors must consider any written representations the applicant may make about the decision. The Directors’ decision following any written representation must be notified in writing, but shall be final.

3.1 Benefits and Privileges of Members

Appointed Persons on behalf of Members shall be invited to attend and have a single vote at General Meetings.

3.2  Obligations of Members

Trustees and Appointed Persons shall present the views and opinions of the Member they represent at DCF forums.

4. Affiliation

Affiliation to the DCF is open to; Clubs, leagues and any other organisation (the Parties) participating in Derbyshire cricket. Affiliation is conferred upon payment of the Affiliation Fee.

Full Affiliation is for Parties located in Derbyshire, Associate Affiliation is for Parties located outside of Derbyshire.

Affiliation to the DCF also confers affiliation to the ECB.

The benefits and privileges available to Affiliates will defined in communications issued from time to time by the DCF.

5. Engaging with Members & Affiliates

The DCF is committed to actively engaging with its members, affiliates, and other stakeholders to ensure that its beneficiaries inform the development of plans to engage people and communities in cricket.  It will engage in ongoing communications with Members and Affiliates through regular forums, and will adopt a working-group structure to provide opportunities for further engagement. The working group structure will be subject to change from time to time, subject to the prevailing priorities and objectives of the DCF. Membership of any working-groups should reflect appropriate representation of members, affiliates and stakeholders across Derbyshire. Terms of reference will be established for each working group.

5.1 District Cricket Development Groups

7 District Cricket Development Groups will be Members of the DCB but will also exist as separately constituted bodies. The following 7 District Cricket Development Groups are responsible for:

• Representing the views of Clubs in consultation with the DCF regarding the strategy and plans for recreational cricket in Derbyshire.
• Providing opportunities for clubs within the same district to share experience, best-practice, and collaborate, where appropriate, to support provision of cricket within that district.

The 7 current District Cricket Development Groups represent the following districts within Derbyshire: Amber Valley, Erewash, Derby City, South Derbyshire, Derbyshire Dales, North Derbyshire, High Peak.

Derbyshire Cricket Foundation

March 2020

©This document is the property of Derbyshire Cricket Foundation Ltd and must not be copied or reproduced without prior written agreement of The Chair or Head of the Derbyshire Cricket Foundation.

 Appendix I

Trustee Roles and Responsibilities

As a Trustee of the Derbyshire Cricket Foundation (DCF), all Trustees are required to act within their powers, detailed in the Articles of Association, in a way they consider, in good faith, would be most likely to promote the success of the company for the interests of its beneficiaries. Their responsibilities include:

• Strategy. Trustees should set the strategic aims for the Company, and should constructively challenge and help develop proposals on strategy.
• Perfomance. Trustees should scrutinise the performance of DCF management in meeting agreed goals and objectives and monitor the reporting of performance.
• Risk. Trustees should ensure that financial controls and systems of risk management are in place and effectively managing risk, both financial and non-financial, to the business and reputation of the DCF.
• People. Trustees should ensure that the right management, resources, reward arrangements, people processes, and culture, are in place to enable the DCF staff to effectively meet the objectives of the organisation.

The Board of Trustees, as a whole, is collectively responsible for promoting the success of the Company by directing the company’s affairs. In addition to these requirements for all directors, the non-executive directors are expected to participate actively in the decision-making process of the Board, and to scrutinise the performance of DCF management in meeting agreed goals and objectives.

When making decisions, Trustees must ensure they have regard to the likely consequences of the decision over the long term, which means they must take account of the interests of beneficiaries, and also give due consideration to the:
• interests of employees
• impact on the community and environment
• need to foster business relationships with suppliers, customers and others
• need to act fairly between members
• a need to maintain a reputation for high standards of business and conduct

Trustees must act within the constitution of the Company, and exercise such reasonable skill, care and diligence as would be exercised by a reasonably diligent person with:
• the general knowledge, skill and experience that could reasonably be expected from a person carrying out the director’s functions; and
• the director’s actual specific professional knowledge, skill and experience, where appropriate

In order to fulfil their role, Trustee will be entitled to seek independent professional advice, at the Company’s expense, if appropriate, in the furtherance of their duties

1. Additional Trustee Responsibilities

Trustees may be asked by the Board to serve on one or more of the board committees, or have lead board-level responsibility for particular parts of the business of the DCF. If appointed to a board committee, Trustees will be advised of the committee terms of reference, and any specific additional responsibilities involved.

The management and staff of the DCF are responsible for the operational management of the Company, and for meeting the ongoing performance objectives of the Company. The Trustees may, where appropriate, provide guidance based on their experience or subject matter expertise, but operational accountability will remain with the management and staff, and a clear separation of duties between the Trustees and staff will be maintained. The Head of the DCF should participate in board meetings as an Ex-Officio member of the board, and as such will not be entitled to vote as part of board-level decision-making.

The Board will include an appropriately qualified Trustee, who will assume responsibility for overseeing the financial management of the Company, and for filing the accounts of the Company, in line with statutory requirements.

The Board will include a Trustee with board-level responsibility for Safeguarding. Operational accountability for Safeguarding will remain with the management and staff of the DCF, and the County Welfare Officer, but the designated Trustee will provide additional oversight to satisfy the board that appropriate mechanisms are in place to manage the obligations and risks the Company may have with respect to Safeguarding.

The board should include representation from Derbyshire County Cricket Club (DCCC). This may be either in the role of a Trustee, or as a non-voting Ex-Officio member of the Board. The status of the DCCC representative will be included in the register of interests. The status of the representation will be reviewed by the Nominations Committee, when appropriate, and will be the subject of consultation with DCCC.

Members of the Board should include Trustees who will also serve as Chair to the Board.

1.1 The role of the Chair

The Chair should be appointed by the Trustees, following a review by the Nominations Committee. The Chair must not be an employee of the DCF. Their role should include:

• setting the Board’s agenda;
• ensure the effectiveness of the Board, including how individual directors perform and interact at meetings;
• ensure that the trustees receive accurate, timely and clear information;
• ensure that adequate time is available for discussion of all agenda items, in particular strategic issues, and that this time is used productively;
• ensure that Board decisions are executed;
• promote a culture of openness and debate amongst the Board by facilitating the effective contribution of all directors and ensuring constructive relations between executives and directors;
• act as a link between the Board and the staff of the DCF, particularly the Head of the DCF
• manage conflicts of interest;
• take a lead on governance matters; and
• set an example in the values and behaviour they adopt, acting at all times in line with the director’s code that has been agreed by the Board

In line with the Articles of Association, if the Chair is not able to participate in a meeting, the trustees present may appoint one of their number to chair a meeting.

1.2 The role of the Company Secretary

A Company Secretary should be appointed. This role may be undertaken by a Trustee, or by somebody other than a Trustee who is appropriately qualified for the role, and works on behalf of the board.

• Maintaining the company’s statutory books, including:
  • a register of present and past directors and secretaries
  • a register of all shareholders, past and present and their shareholdings
  • a register of any charges on the company’s assets
  • minutes of general meetings and board meetings
• Filingannual returns at Companies House. Other documents which must be filed include the directors’ report and auditors’ report (unless the company is exempt), and financial statements, including details of the company’s assets and liabilities.
• Arranging meetings of the directors and the shareholders. This responsibility will involve the issue of proper notices of meetings, preparation of agenda, circulation of relevant papers and taking and producing minutes to record the business transacted at the meetings and the decisions taken.
• Informing Companies House of any significant changes in the company’s structure or management, for example the appointment or resignation of directors.
• Establishing and maintaining the company’s registered office as the address for any formal communications. Ensuring that all the company’s business stationery carries its name, registered number, country of registration and registered address. These details must also appear on the company website, emails, order forms and invoices.
• Ensuring the security of the company’s legal documents, including for example, the certificate of incorporation and memorandum and articles of association.
• Deciding on the company’s policy for the filing and retention of documents.
• Advising directors on their duties, and ensuring that they comply with corporate legislation and the articles of association of the company.

The Trustees of the Board should include a diverse range of experience which, collectively, enables them to provide broad strategic oversight of the business. The skills and experience of the board should be recorded and reviewed on an ongoing basis by the Nominations Committee.

2. Time Commitment

All Trustees must be able to allocate sufficient time to the Company to perform their responsibilities effectively. Trustees will be required to:

(i) Undertake that they will be able to allocate sufficient time to meet the expectations of the role, as set out in their letter of appointment, or as agreed from time to time.

(ii) Inform the Board of any subsequent changes that may impact the time they are able to allocate to meet the expectations of the role.

3. Tenure

Trustees are appointed for an initial term of three years. The term may be renewed if both the Trustee and the Board agree. Appointments are subject to the provisions of the Companies Act and the articles of association, including those relating to appointments by the Nominations Committee.

Appointments may be renewed for up three terms of three years, at the discretion of the Nominations Committee. The Nominations Committee will consider the skills, experience and performance of the whole board prior to renewal, and will consider the benefits of introducing new perspectives and experience to the Board, through new appointments, as part of this process.  Any extension of a term beyond nine years (i.e. three three-year terms) for a Trustee will only be considered, and approved, in very exceptional circumstances, which should be recorded in the annual report.

4. Independence and Conflicts of Interest

The Board will identify each Trustee in the annual report.

A Trustee must exercise independent judgement, without subordinating their powers to the will of others and without fettering their discretion.

The Board will consider whether the director is independent in character and judgement as part of any appointment process, and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the Trustees judgement. The Board will state its reasons if it determines that a Trustee is independent notwithstanding the existence, of relationships or circumstances which may appear relevant to its determination, including if the Trustee:

• Has been an employee of the Company or group within the last five years.
• Has, or has had within the last three years, a material business relationship with the company either directly, or as a partner, Association Member, director or senior employee of a body that has such a relationship with the company.
• Has received or receives additional remuneration from the Company.
• Has close family ties with any of the Company’s senior employees.
• Holds cross-directorships or has significant links with other directors through involvement in other companies or bodies; or
• Has served on the Board for more than nine years from the date of their first election.

In the event that the Board agrees to retain or recruit Trustees who do not meet the independence criteria, in order to achieve the appropriate balance between independence and relevant experience on the Board, the annual report will include an explanation of the appointment.

Conflicts of Interest

Trustees have a statutory duty to avoid any situations in which they have, or could have, a direct or indirect interest that conflicts, or could conflict, with the interests of the company. All Trustees should declare any potential conflicts of interest, on appointment to the Board, and the register of interests will be reviewed, and updated where appropriate, annually by the Board.

As detailed in Article 9 of the Articles of Association, a Trustee must absent himself or herself form any discussions at the board in which it is possible that a conflict will arise between his or her duty to act in the interests of the Company, and any personal interest or duty of loyalty owed to another organisation or person.