Key Governance Requirements for Club Directors

Outlined below are some of these key governance requirements for club directors and details on how your club can set up effective governance systems.   

Director Duties   

Under the Corporations Act 2001 (the Act), directors must act and make decisions in the club's and its members' best interests. The key director duties include:   

• Act in good faith and for a proper purpose.  
• Exercise due care and diligence.  
• Manage conflicts of interests.  
• Not misuse the position or information for personal gain.  
• Ensure the club complies with legislative obligations as required under the Act.  

Disclosures and Conflicts of Interest   

As mentioned above, directors must manage conflicts of interest in an appropriate manner under the the Act. When a director has a conflict of interest, it must be disclosed to other directors and the Board will need to work together to decide on how the conflict of interest can be managed.    

Under the Registered Club Accountability Code, clubs must keep a register, in the form approved by the Secretary of the Department (L&GNSW), containing the details of disclosures of interests by club directors, top executives and employees. This can be found here. 

These interests include personal or financial interests relating to club affairs, major capital works and the procurement of goods/services or hotels within 40km of the club. Gifts or remuneration received from certain persons/bodies valued at $1000 or more must also be included in the register.   

Relevant individuals, including directors, have a responsibility to disclose their interests. Clubs must also have a clear documented process in place to ensure that any disclosures occur within 21 days of the person becoming aware of the disclosure requirement.  

Processes and Procedures in Place   

Club directors should also ensure that they have adequate and effective processes, procedures in place to support good governance, and that they are documented. While the actual processes and procedures may vary depending on the club, documents that a board should consider having include:   

• A board charter/code of conduct that clearly defines the roles and responsibilities of every director.  
• Conflict resolution policy.