Powers And Duties of The Board of Directors

1. The Board of Directors should be responsible for ensuring the affairs of the Association are properly managed. Terms of Reference should be included but not limited to:

a) Devise strategic directions and plans on the operations and development of its sport;

b) Formulate and review policies, guidelines and procedures on major issues of governance for the Association;

c) Ensure that the Association’s guidelines and procedures comply with related rules, regulations and requirements from relevant authorities;

d) Oversee the day-to-day operation of the Association, implementation of policies, guidelines and procedures and conduct risk assessment as appropriate;

e) Delegate, such of its powers and duties, provided that the powers so delegated are specified in each case;

f) Formulate annual operational plans and clear targets;

g) Approve budgets & financial plans, and monitor financial situation;

h) Appoint & dismiss members from functional committees and Appeal Panel according to the stipulated guidelines and procedures;

i) Appoint and dismiss employees with such titles, powers and duties as well as remuneration according to the set down guidelines and procedures;

j) Appoint an external auditor to audit the financial statements of the Association;

k) Consider any recommendation(s) on the revision of the guidelines and procedures;

l) Communicate with stakeholders, including members, athletes, coaches, umpires, officials, sponsors, and the public and address complaints/concerns raised; and 

m) Evaluate performance of the Association and its senior management.

2 The Association should ensure that the Board of Directors are independent from the Secretariat.  To segregate their roles and responsibilities, different persons, who are not related, should be appointed to be the Chairperson of the Board of Directors and the Person in charge of the Secretariat.

3 To enable all Board Directors, in particular, the Chairperson, directors, holders of key functions such as Secretary and Treasurer, to perform their respective functions effectively, their roles and responsibilities should be defined clearly and understood by the relevant parties. Similarly, the roles and responsibilities of the Secretariat should also be laid down.

4 The Association should set up the maximum tenure and length of term of office a person may serve on the Board of Directors. For example, they may make reference to the term and age limits recommended by International Olympic Committee Code of Ethics that the term limit may be no more than 3 or 4 consecutive terms or 12 or 16 consecutive years in the same roles and the age limit not older than 70 or 75. Subject to various considerations, a person may stay in the Board of Directors beyond the maximum tenure. In case where the Association decides to allow a person to serve beyond the maximum tenure, special re-election conditions should be set up to ensure equal opportunity for all eligible persons within the Association. Please refer to Articles of Association (“AoA”) and requirements on the nomination, election and re-election of Board of Directors and functional committee members.

5 No individual from the Board of Directors should be able to make any decision on his/her own. The Board Directors should be collectively responsible for the long-term success of the Association. There should be perpetual discussions of proposals and concerns that demonstrate the best interest and success of the sport and the Association.

6 All Board Directors should exercise their professional judgement, must act in the best interests of the Association, and act in a manner consistent with their fiduciary duties.

7 No Board Directors of the Association shall be appointed to any salaried office of the Association, or any office of the Association paid by fees and no remuneration or other benefit in money or money’s worth shall be given by the Association to any Board Directors.

8 The Association should ensure that there is no duplicated role of staff as Board Directors unless as an ex-officio member.

9 The Association should specify a minimum attendance rate required for Board Directors at Board of Directors meetings. For detailed requirements on meeting proceedings, please refer to Articles of Association (“AoA”).

10 The Association should hold induction training to new Board Directors to ensure they have a proper understanding of the Association’s operations and business and are aware of their duties and responsibilities.

SUSPENSION AND TERMINATION OF BOARD DIRECTORS

The Association should establish a clear and transparent mechanism for the termination of Board Directors to protect the Association from the negative impact caused by an individual Board Director engaging in unethical or improper behaviour. This can also demonstrate the Association’s commitment to ethical behaviour and accountability. If the Association retains the right to suspend any director(s), delegation and suspension protocols shall be clearly outlined in the Articles of Association.

The Association should outline the process and circumstances under which a Board Director may be suspended or terminated, and set up the procedures for filling vacancies for Board Directors resulting from suspension and termination, covering the factors for consideration (e.g. circumstances under which a vacancy may be filled), methods (e.g. appointment, by-election), duration of the term, approving authority and announcement of results.

If the Board Director is directly or indirectly interested in any contract with the Association and fails to declare the nature of this interest in a matter as required by Section 536 of the Companies Ordinance (Cap. 622), the Board Director may be suspended or terminated and may be liable to a Level 6 fine as defined by the Companies Ordinance (Cap. 622).

CONDUCT OF BOARD OF DIRECTORS AND GENERAL MEETINGS

Acting with integrity and in a transparent manner are key elements of the Board of Directors. The Board of Directors should meet periodically to discharge their duties and maintain a proper record of the meetings and decisions.

The Association should ensure all meeting minutes are timely and accurately documented and should be confirmed by the attendees. The following information should be included in the meeting minutes:

a) Members in attendance and absence;

b) Issues and topics being discussed;

c) Discussions and dissenting views; and

d) Resolution(s) passed or not passed.

To demonstrate compliance, the Association should lay down the rules and procedures for convening meetings including Board of Directors and General Meetings in the governance documents. Key information should include, but not limited to:

a) Frequency of the meeting;

b) Minimum notification period for convening the meetings;

c) Minimum delivery period of meeting agenda and discussion papers;

d) Meeting details (e.g., time, date, venue and whether virtual meeting is allowed);

e) Deadline for confirming attendance;

f) Deadline for proposing discussion topics or issues;

g) Quorum;

h) Minimum attendance rate required of Board Directors at meetings;

i) Rules of proceedings at meeting; and

j) Resolution mechanism (e.g., by majority or by consensus).

Guidelines and Procedures on Conduct of Board of Directors Meeting and General Meeting is at Reference Material 1.2.

COMPANY SECRETARY

The Association must appoint a Company Secretary from the date of incorporation in accordance with Section 474 of the Companies Ordinance (Cap. 622), who can be an employee of the Association or an external service provider engaged by the Association.

The Company Secretary is responsible for supporting the Board of Directors by ensuring good information flow within the Board and that Board guidelines and procedures are followed. The Company Secretary is also responsible for advising the Board of Directors on governance matters and should also facilitate induction and professional development of Board Directors.