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Dear Members and Supporters,

All Parramatta Eels members and fans who are three-year financial members of the Parramatta Leagues Club (‘PLC’) will shortly receive information regarding a new vote for constitutional reform.

A new general meeting for PLC Members will be held on Sunday 8 December 2019 commencing at 10am in Pablo's Restaurant, Level 3, Parramatta League's Club, Parramatta NSW 2150.

At the September meeting, the Members approved three changes:

  1. Changing the PLC objects of the constitution to provide that the Parramatta Eels must be owned by PLC (and its Members) and funded as reasonably required.
  2. Implementation of the triennial rule for the appointment of directors.
  3. The ability for postal and electronic voting.

These changes were important but there is one more reform that we believe should be approved. The last piece of reform that needs to be put in place is the appointment of the first PLC Board to ensure that there is a smooth transition back to membership control of the PLC (‘the Club’).

Now that the Club has the option for postal/electronic voting, the Football Club urges all eligible PLC Members who are unable to attend the next General Meeting to vote electronically or by post and support the last stage of constitutional reform of PLC.

You can do so once you receive your voting information by post or email. If you do not receive your postal or electronic voting details or are unsure of your eligibility to vote please contact Kiralee at Parramatta Leagues Club on 02 8833 0764.

It’s the Football Club’s view that the minority of people standing in the way of these changes should consider the fact that the vast majority of members and fans of the PLC and the Football Club want these changes to take place.

The Football Club with your support, continues to make progress and we want to ensure that we can reach our goal as one of the premier sporting organisations in Australia. We are not there yet but we are heading in the right direction. As previously advised, the stability of the Board of the PLC is vitally important to us achieving this goal.

It’s now time to ensure we resolve this issue once and for all. A successful vote will see the retirement of the Administrator under s41a (once the first PLC board is appointed) and guarantee a direct pathway for the return of the Club to Membership control.

It is critical to the ongoing success of the Parramatta Eels and the PLC that we have stability in our governance framework and this represents the best opportunity. As such, we are asking all Eels Members and supporters who are three-year financial members of the PLC to vote as soon as the ballot opens on Thursday 14 November 2019.

For more details on the reform and all the FAQs please read the below.

Regards

Sean McElduff
Parramatta Eels Chairman

FAQs

Q. How can I cast my vote?

If you have provided the Club with an email address, your voting material will be sent to you via email. All other Members will receive voting material via post with a postage paid return envelope.

Voting by Post Voting Forms can be lodged by post by sending the completed and signed voting form in the reply paid envelope to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, VIC 3001.

You may vote directly electronically by visiting www.votingservices.com.au/parra and following the instructions. You will require your Parramatta Leagues Club Membership number and PIN. Your PIN is located on the voting form included with this correspondence or in the email sent to you. 

If you are unsure and would like further information or clarification, please contact Kiralee at Parramatta Leagues Club on 02 8833 0764.

Q. How do I check my eligibility to vote?

A. If you do not receive your postal or electronic voting details or are unsure of your eligibility to vote please contact Kiralee at Parramatta Leagues Club on 02 8833 0764

Q. What is the relationship between the Parramatta Leagues Club (“PLC”) and the Parramatta National Rugby League Club (“the Football Club” or “PNRL”)?

A. The PLC is the owner of the Football Club and provides financial assistance and administrative support to both the Football Club and the Parramatta Junior League. The Football Club has its own CEO, Board and management team and they are responsible for the strategy and day to day management of the Football Club.

Both PLC and PNRL operate in complex regulatory environments and the structure now in place is the best for the company as a whole.

Q. I am a PNRL season ticket member, but not a PLC member. Can I vote?

A. No, only PLC Members with a minimum of 3-year continuous membership can vote in the elections. We encourage all PNRL Members to become members of the PLC so we can support the PLC and participate in voting in future elections after meeting the eligibility criteria.

Q. Who is currently managing the PLC?

A. In 2016, following the Salary Cap scandal where the Eels lost 12 competition points and Parramatta Leagues Club members bore the losses of the Eels which reached $12m in 2016, the Independent Liquor and Gaming Authority(ILGA) appointed Max Donnelly as the Administrator of PLC and he is supported by the CEO of the PLC, Bevan Paul.

PLC has a professional management team in place who support Bevan to oversee the running of the PLC and with the Administrator in place substantial progress has been made to develop the PLC’s assets. The Administrator, Max Donnelly functions as the Board and Governing Body of PLC. If the constitutional changes are supported – Max will hand back the governing of the PLC to the new PLC Board. He will no longer be involved with either the PLC or PNRL.

Q. What is the proposed constitutional reform for the PLC?

A. At the September meeting, the Members approved three changes:

1.         Changing the PLC objects of the constitution to provide that the Parramatta Eels must be owned by PLC (and its Members) and funded as reasonably required.
2.         Implementation of the triennial rule for the appointment of directors.
3.         The ability for postal and electronic voting.

These changes were important but there is one more reform that we believe should be approved.

At the December meeting we are seeking the last part of the reform which is the ability for the Administrator to appoint the first PLC Board to ensure that there is a smooth transition back to membership control of the PLC (‘the Club’).

The Parramatta Eels Football Club and its Board plus management, staff, players and coaches are united in their support for the proposed PLC reforms.

Q. How will a stable PNRL help our football teams (NRL, elite juniors, women, junior clubs, touch, etc)

A. PNRL is the organisation that oversees and manages the entire football programme. A stable organisation is critical to ensure that all our football programs are run professionally so that we continue to achieve our aspiration as the premier Development Club. Previous instability at both a Board and management level has coincided with periods of poor on-field performance. This instability has played out on the football field with unsustainable losses which have restricted PLC’s growth.

Q. Why does the PNRL need a stable PLC?

A. Having a stable Board and Management team at PLC ensures that the PLC business is managed professionally so that it can continue to provide the same level of support into the future.

Further, a stable PLC and PNRL is a major community benefit as they can work together to provide benefits to their Members and the community it serves.

Based on previous elections, the uncertainty of a general election for the entire Board is a risk for stability. This resolution removes that risk and provides a smooth transition.

Q. Why isn’t there a need for constitutional reform at the Football Club?

A.  This has already happened. Following the appointment of Max Donnelly in 2016 by the ILGA as the Administrator of PLC, a new constitution of PNRL was put in place in early 2017 with a number of key governance reforms including the appointment of a separate Board to oversee the running of the Football Club.

This seven-person Football Club Board is made up of five independent directors and two nominated directors from the PLC. The new constitution for the Football Club still acknowledges the 100% shareholding of PLC but ensures that the Football Club’s Board is responsible for the strategic direction and day to day management of the Football Club. 

Q. Can the PLC take the Football Club’s funding away from the Football Club?

A. PLC is constitutionally obliged to financially support PNRL in a sustainable fashion and the reforms passed in September strengthen those provisions.  However, stability at Board level is also a key component and the passing of the full reforms, plus the appointment of the first board will ensure stability.

Q. What were the disadvantages of the previous constitutional arrangements for the Football Club?

A. The previous constitutional arrangements meant that the Football Club and PLC had the same Board of Directors and CEO. This meant that the general election every two years disrupted both the PLC and PNRL.

In the 7 years between 2009-2016 these arrangements led to constant board and management turnover especially in the football Club including: -

·       Five different CEOs
·       Five different Head Coaches
·       25 different Board Directors

The constant change resulted in the on field and off field performance of the Football Club shifting to the bottom 25% of NRL Clubs on most metrics.  This framework was also one of the reasons why multiple Directors between 2009 and 2016 (including the previous two Chair and Deputy Chair) were subject to investigations by ILGA and found to be not fit and proper people to be leading registered Clubs.

Lastly, the absence of postal and electronic voting meant that only a fraction of the eligible voters was able to have their say.

Separation of the boards ensure that directors of both PLC and PNRL are not conflicted when it comes to the best interests of the company and their membership.

Q. How will the first board be selected?

A. Max Donnelly will run a process to identify and select a Board via a nominations process. This process will be similar to the process used to select the Board of the Football Club which was appointed in 2017. The new PLC Board will be made up of PLC members (who have 3 years’ continuous membership).

Q. When will Max Donnelly retire as Administrator?

A. Assuming that the proposed reform is approved on the 8th December, then Max will commence a selection process for a new Board immediately.

Q. When will PLC Members be able to vote for new Board Members?

A. Eligible PLC Members will be able to vote at the first General Meeting in February 2021 when the first triennial election cycle will start. The triennial rule is part of the Registered Clubs Act and is the preferred model for good governance. It means that a third of the board will stand for re-election each year enabling both refreshment of the Board if needed and stability. This avoids the risk of the entire board being replaced every two years and completely destabilising the company.

Q. Does the Administrator need to submit the first board to ILGA for approval?

A. The Administrator will advise ILGA of his selections however it is unlikely that ILGA will play any direct role in the make-up of the PLC Board

Q. What will be the PLC policy for Board tenure?

A. As per the new constitution, a Director will be up for re-election every three years with maximum term being 10 years. In relation to the first Board, the seven appointed Directors will determine by lot (standard practice) with the initial terms with: -

·       2021: Two Directors must retire;
·       2022: Two Directors must retire;
·       2023: Three Directors must retire.

Q. What is the advantage of staggering board terms?

A. Having staggered board terms via the triennial rule is recognised as best practice by Clubs NSW because it avoids having wholesale changes (i.e. seven directors at once) to the Board every election cycle while still providing opportunity to refresh the governing body when necessary. In addition, the triennial rule limits the impact of factions and voting tickets.

Q. After 15 months, how will people apply to become PLC board members?

A. The Board will determine the closing date for accepting nominations for the closing date of the first triennial election. Nominations for election as a Director will be made in writing and signed by two Full Members and by the nominee who must agree to act as a Director if elected. Director eligibility is outlined in Clause 9.3 in the PLC constitution.

Q. Who will determine the short list and who will oversee the vote of the first member-elected board members?

A. All elections will be overseen by a returning officer as per normal practice in Registered Clubs. This is a requirement of the Registered Clubs Act.

Q. Will the new constitution prevent me from running for the PLC board?

A. Director eligibility is outlined in Clause 9.3 in the proposed constitution.

Q. How will the board decide who is first to leave?

A. In relation to the First Board, the seven appointed Directors will determine by lot (standard practice) the initial terms with: -

•                2021: Two Directors must retire;
•                2022: Two Directors must retire;
•                2023: Three Directors must retire.

Q. How many PLC board members can sit on the Football Club Board (“PNRL”)? How will these be determined?

A. The PLC Board will nominate two directors for the Football Club Board. This will be determined through a resolution by the PLC Board however the Chairman/President of PLC cannot be one of the nominees. This will ensure that PLC interests are represented and that the PLC Board is kept up to date on PNRL progress.

Q. If the vote is unsuccessful for constitutional reform, what happens next?

A. The Administrator will remain in place until sufficient constitutional reform is in place. ILGA is determined to have constitutional reform implemented in the PLC. If necessary, PNRL will engage with ILGA and the Government on further measures for reforms to be put in place.

Q. Who oversees the Football Club?

A. The Football Club has its own Board comprising of:

·       Sean McElduff - Chairman
·       Col Robertshaw - Deputy Chairman.
·       Vicki Leaver - Director
·       Michael McRitchie - Director
·       David Jordan - Director
·       Max Donnelly - PLC Nominee
·       Sue Coleman - PLC Nominee.

If the PLC reform is approved on September 8th 2019, both Max Donnelly and Sue Coleman will step down from the Football Club Board to allow two PLC directors to take their positions.

Q. What are the sources of revenue for the Football Club?

A. The Football Club’s revenue sources include:

·       Membership revenue
·       Corporate Sponsorship
·       Corporate Hospitality
·       Ticketing revenue
·       Merchandise revenue
·       An allocation of funding from broadcastings rights from the NRL
·       An allocation of funding from the PLC. Since the new PNRL Board started, the reliance for funding from the PLC has reduced from $12 million (2016) to $3.5million (2018).