Does the Swans constitution...

[NMWBloods]

Originally posted by Charlie
Is there a law precluding an executive of a company from also being a director?

Certainly not - most boards have at least a couple executives as directors, sometimes more.

There should certainly be no conflict of interest for an executive to be on the board. However, at the same time, it is very important to have a reasonable number (usually the majority) of non-exec directors.

[Bart]

Originally posted by Charlie
Is there a law precluding an executive of a company from also being a director?

I was envisioning him being on the board in his current capacity...

There are many executive directors. Many company heads for example have their CEO who is also MD (Managing Director). Myles Baron-Hayes is only CEO, but not a director, whereas at ARU they have a CEO and MD. It can happen.

[NMWBloods]

Originally posted by swansrule100
theres no denying there were some real die hard quality fans who fought hard
but the vfl wanted it moved yes cos there was bugger all support for the club

Low support yes, but not significantly different to many other clubs. Off-field problems were more the issue than not enough supporters.

[NMWBloods]

Originally posted by JF_Bay22_SCG
Could he though?

wouldn't it be a conflict of interest, albeit a great one.

JF

Why would it be a conflict of interest?

[stellation]

Originally posted by NMWBloods
Why would it be a conflict of interest?

If he does not relinquish his current position he may feel inclined to vote for something that is not particuarly in the club's best interests but may please Melbourne fans which would then (if he does not relinquish his current position) benefit him. I'm not saying he would, but there is a conflict of interest there. It would be the same for someone who was elected and did not relinquish a similar role aimed at Sydney members.

[NMWBloods]

Originally posted by stellation
If he does not relinquish his current position he may feel inclined to vote for something that is not particuarly in the club's best interests but may please Melbourne fans which would then (if he does not relinquish his current position) benefit him. I'm not saying he would, but there is a conflict of interest there. It would be the same for someone who was elected and did not relinquish a similar role aimed at Sydney members.

I don't think this would be a conflict of interest, although potentially it could be perceived as such. His role on the board could be seen as an advocate for Melbourne-based members and he is only one vote and anything that would unfairly benefit Melbourne members would not pass the rest of the Board.

[ROK Lobster]

Originally posted by NMWBloods
I don't think this would be a conflict of interest, although potentially it could be perceived as such. His role on the board could be seen as an advocate for Melbourne-based members and he is only one vote and anything that would unfairly benefit Melbourne members would not pass the rest of the Board.

It could possibly be a breach of his fiduciary duty to act in the best interests of the company, if stellation's scenario were proved. However, there would only be an issue if he was going to gain financially from an improper use of his position as a director.

[Charlie]

The COI thing seems a bit tenuous. His job is to develop and manage the Melbourne office in such a way that it brings maximum benefit to the club. Therefore, in the event of a conflict between Melbourne and club interests (which would be very rare in any case), his rightful vote would be in favour of the club. It wouldn't matter too much in any case, since his would be one vote amongst about a dozen.

As for fiduciary interests, I presume that there is some sort of bonus attached for meeting specific goals. Since these goals would be set by the club itself, then Morwood's interests in meeting those goals are the same as the club's. If it came to it - surely he could excuse himself from certain discussions and votes.

It's probably all academic in any case - if MBH doesn't have a board position, Morwood almost certainly won't get one.

[stellation]

Originally posted by ROK Lobster
It could possibly be a breach of his fiduciary duty to act in the best interests of the company, if stellation's scenario were proved. However, there would only be an issue if he was going to gain financially from an improper use of his position as a director.

Yep, the financial benefit is where I am stuck in proving my case as I don't know the ins and outs of Tony's T&Cs, so...

Scenario 1: I am making an assumption that he would stand to receive a bonus if he could, say, hit the MMMM*. This could be aided significantly by his role on the board, obviously hitting the MMMM* would be fantastic but he would, in this scenario, have an additional financial incentive to do so.
Scenario 2: I am making an assumption that he does not stand to receive a bonus if he could, say, hit the MMMM* however hitting the mark produces career longevity for him in his existing role (being the Melbourne Manager). This could be aided significantly by his role on the board, obviously hitting the MMMM* would be fantastic but does career longevity equal financial incentive according to the letter of the law?

*MMMM = Magic Melbourne Member Mark

[NMWBloods]

The only issue with this COI scenario, is that other executive directors can have similar incentives to hit targets that will benefit them. This is what non-executive directors are for - to ensure these targets are consistent with what is best for the company.

[go_monty]

The Sydney Swans board is a non executive board. This rules out Tony Morwoord and MBH.

If you have been reading the information in the Swans Magazine that we as members get sent. It cleary indicates that although the Sydney Swans are now in Sydney, they respect their history as the former South Melbourne and will continullay look for ways to improve its services to Melbourne Members and Supporters.

The Appointment of Tony only seals the commitment they show. Tony is in his position so that Melbourne Members and Supporters can speak to him about thier concerns, he then would take this to management at the club who then report to a board that is fully supportive of the need to sustain Melbourne Members and Supporters.

Further to the committment of its Melbourne Fans the club has successfully lobbied the AFL for 6 games to be played in Melbourne in 2005.

So no matter who is elected to the board, or in that matter where they are from. The board is there to support the management (which they appoint) of the club in acheiving the ultimate prize, winning the premiership! A great return for any member or supporter.

GM

[NMWBloods]

Originally posted by go_monty
The Sydney Swans board is a non executive board. This rules out Tony Morwoord and MBH.

Is it stated somewhere that this is required?

[chammond]

Originally posted by Charlie
It's not the word "Limited" that upsets me. It's the lack of the words "Football Club" anywhere. If we were "Sydney Swans Football Club Limited", it'd be all good.

It's intriguing to wonder why they changed the name from SYDNEY AUSTRALIAN FOOTBALL CLUB LIMITED to SYDNEY SWANS LIMITED. I don't recall any debate in the media about the name change.

Assuming that the company's owner (and guarantor) is still the AFL, it will be interesting to see how the club will be returned to the control of the members.

Will we have to buy the entity from the AFL? Will the new entity be a publicly listed company limited by shares, like, say, Man Utd? Or a private company like, say, the Kangaroos? Or possibly a registered charity?

And what about the AFL licence? That is "owned" by the AFL, and presumably will have to be purchased by the new Swans entity. It's market value must be at least $5 million!

[Charlie]

I'm not sure that ownership or control, per se, are being transferred.

'Control' would imply that the entire board is elected, and that's not the intention.

[swansrock4eva]

Originally posted by go_monty
I think you best check your facts. The Club has a constitution. It has to have one because it is governed by a board.

GM

As of the end of 2002, there was no constituion, according to Richard Colless. There may have been other charters etc, but there was no constitution itself.