Open Letter to Members from the EA Board

To all EA members,

The Board of Equestrian Australia (the Board) is aware of the discussions on social media and elsewhere about the director election process and the proposed notice of motion put forward by a group of members in the lead up to the Annual General Meeting (AGM).

The Board acknowledges members’ concerns, many of which are completely understandable given the history of EA as an organisation prior to the administration. 

In the interests of openness and transparency, the Board wishes to clarify its approach to these matters so that members are fully informed of relevant issues and apprised of the ongoing Strategy Review and Reform process initiated by the Board last year.

Director Election Process

It is the members of EA who will ultimately determine who is elected to the EA Board, and not the current Board.  While one candidate has been deemed by the Nominations Committee to be suitable for election, that appointment is subject to member approval at the AGM.

The Constitution requires the Nominations Committee to assess nominations and candidates for all Director vacancies, including Elected Directors.  It is the Nominations Committee, rather than the Board, which determines whether a candidate is suitable for election.

The Nominations Committee is independent of the Board, and its process and decisions are conducted independently of the Board.  To further enhance the independence of the Nominations Committee, the Constitution states that the Nominations Committee’s decision is final – if the Committee determines a candidate is unsuitable then they are ineligible for appointment and the Board has no discretion to act in any way contrary to that decision.

There is only one EA Board member, Brett Moore, on the Nominations Committee; the other three committee members are drawn from outside the EA Board. Emmett Dunne is the independent Chair with no ties to the equestrian community; Katie Robertson sits on the ENSW Board and was chosen by the State bodies to represent them; and Mary Seefried was chosen by the National Discipline and Coaching Committees to represent them.

Under section 22.2(d) of the EA Constitution, the Nominations Committee has the power to determine that a candidate is unsuitable for further consideration by the Company, Board or Voting Members (as the case may be) and is therefore ineligible for election or appointment to a Director vacancy.

The suitability of candidates is assessed against criteria set out in sections 22.1(a) and 22.2(c) of the Constitution. Six nominations were received and five were found to be ineligible due to a combination of factors including but not limited to

>      Not being financial members of EA

>      Lacking the key skills and attributes as specified in the Director Nomination form and as outlined in the Constitution.

As a result, the Nominations Committee determined that there was only one candidate that met the required criteria.

Under the Constitution, this means that the candidate is deemed to be elected but only once their appointment is subject to a separate members resolution at the AGM, confirming the appointment.

While the deliberations of the Nominations Committee are confidential, the EA Board is confident that the Nominations Committee members have acted consistently with their duties. 

Notice of Motion

The second issue relates to the Notice of Motion put forward by a group of members keen to see progress on strategic reform – a goal shared by the EA Board.

Unfortunately the Notice of Motion as it was submitted is not in a form that can legally be put to the members for voting on. Some of the deficiencies included compelling the Board to act in a way which may be contrary to the legal obligations of a director, including a duty of care and diligence in decisions.  The Board was therefore required to reject the Notice of Motion and cancel the planned Special General Meeting (SGM) in January. The Board has a responsibility to ensure that an invalid Notice of Motion is not put to the members and has no discretion to act otherwise.

This is a case of form over substance, since the Board has already taken steps towards implementing an almost identical process to that proposed in the Notice of Motion, with the exception of ensuring the EA Directors can discharge their duties as legally required.

Nevertheless, the Board has invited the group to resubmit the Motion in a valid form that would include the required 100 signatures, and offered to help the group formulate a valid motion and commits to convening a SGM in February/March at which the revised motion will be put to the members. The Board has acted appropriately and in good faith in the circumstances.

General Comment

The EA Board members are extremely mindful of their duties as directors, and the Board does not make decisions in isolation. We are fortunate to have access to a range of resources, not only among our members, but from our professional advisors aligned within our sport whom we can use to provide expert advice on matters impacting EA. All decisions must be not only in the best interests of members but also satisfy legal, constitutional and director obligations. This is the difficult path your Board must navigate and perhaps with the benefit of a better understanding of the issues the Board must consider as outlined above, members will understand the decisions made.

We also remind members that Board members are volunteers, each committing many hours per week to putting EA on a firm financial footing while also mapping a way forward to a stronger, more inclusive sport that better represents the ambitions and needs of the membership.

We understand the desire of members to see change, however such change must align not only with member desires, but also with legal obligations, constitutional restrictions and stakeholder commitments.

The EA Board includes riders, coaches, officials, sporting professionals, accountants, horsey parents and legal minds; indeed some of our Board members are many of those things in a single person. We are all committed to the growth and strategic reform of Equestrian Australia, and to representing all members.

Reform Process

On that note, the EA Board would like to provide a further update to members on the ongoing Strategy Review and Reform process.

We first provided an update to members about the Strategy Review and Reform process in November last year – see https://www.equestrian.org.au/news/equestrian-australia-strategy-review-and-reform-process-update

The Board acknowledges there were initially delays in getting the process under way. When appointed, the new Board inherited a struggling organisation coming out of administration with many problems, several of which were critical from an operational perspective and needed addressing as a matter of urgency. Achievements made during 2021 as a result include:

• Much needed governance enhancements, which have helped to restore stability;        
• Organisational restructure and a new leadership team;
• Re-secured Sport Australia funding, which has improved financial stability;
• Implemented safety protocols including the Coronial Inquest recommendations;
• Signed up to the National Integrity Framework to provide improved member protection, child safeguarding policies and complaints procedures;
• Commenced establishment of an Athlete Commission;
• Registered to undertake a Reconciliation Plan; and
• Implemented a robust risk framework.

The Strategy Review and Reform process was then commenced in the final quarter of 2021 including a Strategy Forum in December, involving EA Board members, State Chairs/Presidents, National Discipline and Coaching Committee Chairs and key staff from national and state level.

Completion of the Strategy Review and Reform Process will continue to be a top priority for the EA Board and Management in 2022. The process will be inclusive, transparent and widely consultative across ALL sections of the equestrian community, and all structural models will be considered including any proposed by specific interest groups. Following input from the Strategy Forum and other feedback gathered, the process will be reviewed early in the new year and we will continue to communicate in more detail with members about the progress being made.

On behalf of the EA Board, I would like to take this opportunity to wish all our members and equestrian community stakeholders a very Happy New Year and trust that 2022 is one of good health and safe enjoyment of your equestrian sport for you all.

Yours sincerely

Mark Bradley

Chairman of the Board and Non-Executive Director

Equestrian Australia Limited