agenda - loveracing.nz agm... · 2014. 10. 28. · 12.45pm new health and safety legislation and...

of 39

AGENDA

ANNUAL GENERAL MEETING AND

RACING CLUB CONFERENCE

OF NEW ZEALAND THOROUGHBRED RACING INCORPORATED

TO BE HELD IN ROOM 4 AT SHED 6, QUEENS WHARF, WELLINGTON

STARTING AT 10.30AM ON THURSDAY, 6 NOVEMBER 2014

of 39

NZTR RACING CLUB CONFERENCE

To be held in Room 4 at Shed 6, Queens Wharf, Wellington from 10.30am on 6 November 2014 10.30am Hon Nathan Guy, Minister for Racing (by video)

10.35am Paul Roberts: NZ’s Thoroughbred racing facilities and infrastructure: A future path Paul Roberts, Executive Director, Turnberry Consulting in London, has led planning and development projects across the UK and US, including strategic sports facility redevelopments; university master-plans; new towns; retail and commercial schemes; and science and technology projects. Paul has lectured internationally on racetrack design and management. He is a co-author of The Spa: Saratoga’s Legendary Racecourse and is a Member of the Royal Town Planning Institute and the Royal Institution of Chartered Surveyors.

11.15am Panel Discussion and Q&A Paul Roberts, Tim Mills, Cameron George, Alasdair Robertson and Campbell Moncur

11.50am Short break

12.00pm Racing Club Partnership Programme Campbell Moncur, General Manager, Finance & ICT, NZTR Janice Hill, Head of Event Marketing & Logistics, NZ Racing Board Jason Fleming, General Manager, Hawke’s Bay Racing

12.30pm Obligations on Club Committee members as Officers of Incorporated Societies and best practice governance for Clubs Ben Nettleton, NZTR Director, is a Barrister and Solicitor for French Burt Partners Law Firm and has a Bachelor of Commerce. He is is involved with a number of boards and non-profit organisations. Victoria Carter, NZTR Director, is a Director of listed company Turner’s Auctions, Tax Management NZ, Co-founder of Cityhop, and Chairman of the Auckland Festival. She is an Accredited Fellow of the Institute of Directors and has a Bachelor of Laws from the University of Auckland.

12.45pm New Health and Safety Legislation and what it will mean for the NZ Racing industry Stuart Cashen is the Racing Industry Consultant overseeing Health and Safety Rachael Brown (Partner, Bell Gully), is a litigator specialising in public and employment law. She appears as counsel in the Courts and the Employment Relations Authority.

1.00pm Lunch

2.00pm New Zealand Racing Board Report Glenda Hughes, Chairman of the NZ Racing Board, is owner and Managing Director of Glenda

Hughes Communications specialising in strategic management, public change programmes, government relations, media liaison, marketing, promotions and launches.

2.30pm NZTR ANNUAL GENERAL MEETING

4.00pm Close

2014 NZTR AGM Agenda of 39

NZTR ANNUAL GENERAL MEETING AGENDA

The agenda for the Annual General Meeting of New Zealand Thoroughbred Racing Incorporated to be held in Room 4 at Shed 6, Queens Wharf, Wellington

starting at 10.30am on Thursday, 6 November 2014 is as follows:

1. Apologies

2. In Remembrance

3. Chairman’s Report

4. Chief Executive’s Report

5. To adopt the Minutes of the previous Annual General Meeting held on 7 November 2013 (as shown in

the agenda)

6. To receive and consider the Board's Annual Report of its activities for the 2014 financial year

7. To receive and consider the audited Financial Statements for:

a) New Zealand Thoroughbred Racing Incorporated (Annual Report for the 2014 financial year)

b) General Trust Fund (as shown in the agenda at Appendix 1)

c) Apprentice Jockeys’ Fund (as shown in the agenda at Appendix 2)

8. To receive and consider the Board’s estimates for the 2015 financial year under Clause 18.1 of the

Constitution and any report under Clause 18.3(b) (ii) of the Constitution, if applicable (as shown in the

agenda at Appendix 3)

9. To appoint an Auditor and to authorise the Board to fix the Auditor’s remuneration

10. To fix the amount payable as Directors’ fees pursuant to clause 13.5 of the Constitution (as shown in the

agenda at Appendix 4)

11. To consider a Motion to amend the Constitution moved by the Members’ Council of New Zealand

Thoroughbred Racing (as shown in the agenda at Appendix 5)

12. To consider such other general business as the meeting resolves to consider, if any

13. Closure of AGM

Drinks and Canapés will be served in after the Annual General Meeting


DRAFT MINUTES

OF THE ANNUAL GENERAL MEETING

OF NEW ZEALAND THOROUGHBRED RACING INCORPORATED

HELD IN THE OCEANIA ROOM ON LEVEL 3 AT TE PAPA,

CABLE STREET, WELLINGTON

AT 3.00PM ON THURSDAY, 7 NOVEMBER 2013


2013 NZTR AGM ATTENDEES, PROXIES AND APOLOGIES

NEW ZEALAND THOROUGHBRED RACING BOARD

Mr Matthew Goodson Chairman NZ Thoroughbred Racing Mr Joe Walls Deputy Chairman NZ Thoroughbred Racing Mr Des Friedrich Director NZ Thoroughbred Racing Mr Greg McCarthy Director NZ Thoroughbred Racing Mr Ben Nettleton Director NZ Thoroughbred Racing Mr John Stace Director NZ Thoroughbred Racing NEW ZEALAND THOROUGHBRED RACING MEMBERS’ COUNCIL (In attendance)

Ms Victoria Carter Chairman NZTR Members’ Council Mr John Wood NZTR Members’ Council Mr Bill Cotton NZTR Members’ Council Mr David Smith NZTR Members’ Council Mr Danny Moss NZTR Members’ Council Mr John Wheeler NZTR Members’ Council Mr Murray Acklin NZTR Members’ Council Mr Wayne Guppy NZTR Members’ Council Mr David Haworth NZTR Members’ Council

NEW ZEALAND THOROUGHBRED RACING MEMBERS’ COUNCIL-ELECT (In attendance)

Mr Howard Clarke NZTR Members’ Council Elect Ms Karyn Fenton-Ellis NZTR Members’ Council Elect Mr Charles Whyte NZTR Members’ Council Elect

NEW ZEALAND THOROUGHBRED RACING (In attendance)

Mr Greg Purcell Chief Executive NZ Thoroughbred Racing Mr Campbell Moncur General Manager Finance and ICT NZ Thoroughbred Racing Mr David Jewell GM Racing and Operations NZ Thoroughbred Racing Mr Simon Cooper Company Secretary NZ Thoroughbred Racing Mr Simon Lang Finance Manager NZ Thoroughbred Racing Mr John Mitchell Communications Consultant NZ Thoroughbred Racing Mr Brett Scelly Chief Handicapper NZ Thoroughbred Racing Ms Julie Walker Keeper of the Studbook NZ Thoroughbred Racing Mr Ross Gove Racing Services Manager NZ Thoroughbred Racing Mr Tony Severinsen Strategic Analyst NZ Thoroughbred Racing Mr Stuart Duggan Business Analyst / System Support NZ Thoroughbred Racing Ms Aliesha Moroney Project Manager NZ Thoroughbred Racing Mr George Strickland Cadet Handicapper NZ Thoroughbred Racing Ms Rachel Dalley Registrations Department NZ Thoroughbred Racing Mr Garry Foskett National Venue Inspector NZ Thoroughbred Racing


Mr Tim Lambert Projects Co-ordinator NZ Thoroughbred Racing Mr James Preston Website Administrator NZ Thoroughbred Racing Ms Amanda Patmore Administration & Finance Assistant NZ Thoroughbred Racing

RACING CLUBS

Ashburton RC Mr David Jones President Ashburton RC Mr Gareth Murfitt Secretary Auckland RC Mr Cameron George Chief Executive Auckland RC Mr Sandy Moore Board member Avondale JC Mr Graham Wakefield President Avondale JC Mr John Craig Secretary/Manager Banks Peninsula RC Mr Anthony Gray President Beaumont RC NOT ATTENDING Cambridge JC PROXY Canterbury JC Mr Jeff McCall Chairman Canterbury JC Mr Tim Mills Chief Executive Central Otago RC NOT ATTENDING Counties RC Mr Darryl Butson Chairman Counties RC Mr Greg Mitchell Secretary/General Manager Counties RC Mr Stephen Cole Past Chairman/Consultant Dargaville RC NOT ATTENDING Egmont RC Mr Steve Quinnell President Feilding JC Mr Ryan Ayers Chief Financial Officer Foxton RC Mr Geoff Humphries Past President Gore RC Mr Grant Copland President Greymouth JC Ms Jill Bennington President Hawke’s Bay RI Mr Jason Fleming Chief Executive Hororata RC PROXY Kumara RC PROXY Kurow JC Ms Heather Gray Vice President Levin RC Mr Bruce McCarrison President Manawatu RC Mr Rex Fell President Marlborough RC Mr Mike Bell Vice Chairman Marton JC Mr Pete McDougall President Marton JC Mr Mark Gilmour Vice President Masterton RC Mr Richard White President Masterton RC Mr Trevor Martin Secretary Masterton RC Mr Ray Southey Committee Member Matamata RC Mr John Moore President Matamata RC Mr Dennis Ryan Vice President North Canterbury RC PROXY Oamaru JC NOT ATTENDING Otago RC NOT ATTENDING Otaki Maori RC Mr Doug Logan President Otaki Maori RC Mr Tom Jamison Vice President Pakuranga Hunt RC Dr Ivan Bridge Committee Member Poverty Bay Turf Club PROXY Racing Rotorua PROXY Racing Taupo Mr Terry Campbell President Racing Tauranga Mr Roger Hills President Racing Tauranga Ms Jen Evans General Manager of TRAC Inc Racing Te Aroha Mr Dave d’Abo President


Rangitikei RC PROXY Reefton JC PROXY Riverton RC PROXY Rotorua & BOP RC PROXY South Canterbury RC Mr Kevin Brosnahan President South Waikato RC Mr Don MacKenzie President South Waikato RC Mr John McCarthy Vice President Southland RC PROXY Stratford RC Mr John Gray Committee member Tapanui RC PROXY Taranaki TR Mr John Gray Chairman Taranaki TR Mr John Wheeler Board member Taumarunui RC PROXY Thames JC PROXY Waikato RC Ms Karyn Fenton-Ellis Chair Waikato RC Mr Ken Rutherford General Manager Waikouaiti RC Mr Mac Chaplin President Waimate RC Mr Mike Cooney Vice President Waipa RC PROXY Waipukurau JC Ms Kirsty Lawrence Committee member Wairarapa RC Mr Wayne Thurston President Wairarapa RC Mr Des Barrow Vice President Wairarapa RC Mr Garrick Emms Committee member Wairio JC Mr Jason Spencer Racing Manager Wairoa RC PROXY Wanganui JC Mr Kerry O’Connor President Waverley RC PROXY Wellington RC Mr David Butler President Wellington RC Mr Wayne Guppy Vice President Wellington RC Mr Darin Balcombe General Manager Westland RC Mr John Wood Immediate past President Whakatane RC PROXY Whangarei RC Mr Dean Logan President Winton JC Mr Howard Clarke President Woodville – Pahiatua RC Mr Derm Miller Committee member Woodville – Pahiatua RC Mr Jamie Harris Vice President Wyndham RC Mr David McKenzie President

CLUB APOLOGIES

CLUB APPOINTING PROXY CLUB APPOINTED AS PROXY Cambridge JC Waikato RC Hororata RC Canterbury JC Kumara RC Westland RC North Canterbury RC Canterbury JC Poverty Bay Turf Club Hawke’s Bay RI Racing Rotorua Racing Te Aroha Rangitikei RC Manawatu RC Reefton JC Greymouth JC Riverton RC Wairio JC Rotorua & Bay of Plenty Hunt Racing Te Aroha Southland RC Wairio JC


Tapanui RC Wairio JC Taumarunui RC Waikato RC Thames JC Racing Te Aroha Waipa RC Waikato RC Wairoa RC Woodville-Pahiatua RC Waverley RC Taranaki TR Whakatane RC Waikato RC

GUESTS (In attendance)

Hon. Mr Nathan Guy Minister for Racing National Party Mr Ross Robertson MP Spokesperson for Racing Labour Party Rt Hon Winston Peters Spokesman for Racing New Zealand First Ms Marika Luiso Private Secretary, Racing Office of Hon. Nathan Guy Ms Glenda Hughes Chair NZ Racing Board Ms Kristy McDonald QC Chair Judicial Control Authority Mr Neville Harris NZTR Appointee to JCA Board Judicial Control Authority Mr Roger Drummond NZTR Appointee to JCA Board Judicial Control Authority Ms Catherine Hutton Executive Officer Judicial Control Authority Ms Monique Cairns General Manager – Strategy,

Marketing & Corporate Affairs NZ Racing Board

Mr Glen Broomhall General Manager Broadcasting NZ Racing Board Mr Stewart McRobie Chief Financial Officer NZ Racing Board Mr Martin Saunders Chief Operating Officer NZ Racing Board Ms Janice Hill Head of Event Marketing & Logistics NZ Racing Board Mr Martin Burns Head of Industry Liaison NZ Racing Board Mr Peter Lane Industry Liaison Specialist NZ Racing Board Mr Edward Rennell General Manager Harness Racing NZ Mr Stuart Cashen Racing Manager NZ Greyhound Racing Mr Mike Godber General Manager Racing Integrity Unit Mr Ross Neal Co-Chief Stipendiary Steward Racing Integrity Unit Mr Peter Hutt NZTR Nominee

Chairman Racing Integrity Unit Integrity Committee Tr&Dev Committee

Ms Petrea Vela Board member NZ Thoroughbred Marketing Mr Michael Martin Chief Executive NZ Thoroughbred Breeders’ Dr Ivan Bridge Chairman NZ Equine Health Association Dr Margaret J Evans Chair NZ Equine Research Foundation Mr Allan Fenwick Secretary - NZ Equine Research

Foundation NZ Thoroughbred Racehorse Owners’ Federation

Mr Guy Ockenden Chief Executive NZ Riding for the Disabled Professor Geoff McLay Commissioner Law Commission Mr Graeme Nahkies Co-founder Boardworks International Mr Steven Berryman Marketing and Event Logistics RACE Incorporated Mr Andre Neill Moderator

APOLOGIES

Hon. Mr Kevin Hague Spokesman for Sport Green Party Ms Liz Dawson Independent Member NZ Racing Board Mr Rod Croon Harness Appointee NZ Racing Board Mr Mauro Barsi Greyhound Appointee

Independent Director NZ Racing Board NZ Greyhound Racing


Mr Chris Bayliss Chief Executive NZ Racing Board Mr Glenn Patrick Executive General Manager TAB NZ Racing Board Mr Colin Philp Chief Information Officer NZ Racing Board Ms Emma Scott Chief Talent Officer NZ Racing Board Ms Louisa Ross Senior Event Marketing Manager NZ Racing Board Mr Peter Smith HRNZ Appointee to JCA Board Judicial Control Authority Mr Garry Thompson HRNZ Appointee to JCA Board Judicial Control Authority Mr Rob Robinson NZGRA Appointee to JCA Board Judicial Control Authority Mr Kevin Brady NZGRA Appointee to JCA Board Judicial Control Authority Mr Ray O’Connor Vice President Harness Racing NZ Mr Barry Dent Director Harness Racing NZ Ms Ailsa Smaill Director Harness Racing NZ Mr Graeme Calverley Licensed Person Representative NZ Greyhound Racing Mr Tony Pike President NZ Trainers Association Ms Wendy Cooper Executive Officer NZ Trainers Association Mr Neil Oldfield President (NZTROF)

NZ Thoroughbred Racehorse Owners’ Federation / NZTR Members’ Council

Mr John Fokerd NZTR Members’ Council Mr Bruce Perry NZTR Members’ Council Mr Chas Amon Chairman NZ Pattern Committee Mr Guy Sargent Past Chairman NZ Thoroughbred Racing Mr Bernard Kelly Past President NZ Racing Conference Mr Rob Howitt General Manager NZ Racing Laboratory Services Mr Geoff Beresford Technical Manager NZ Racing Laboratory Services Dr Andrew Grierson NZTR Veterinary Advisor Auckland Veterinary Centre Ltd Dr Philip White NZTR Medical Advisor Life Clinic Ltd Mr David Shadwell Partner Deloitte Mr Mike Colson Partner Bell Gully Mr James Craw Funding and Marketing Manager NZ Riding for the Disabled Mr Paul Kenny Chairman Auckland RC Mr Malcolm Little General Manager Gallop South Inc Mr Bruce Vickers President Foxton RC Mr John Craven Past President Foxton RC Mr Mick Ormond Chairman Hawke’s Bay RI Mr Dean Lawrence President Otago Racing Club Mr Andre Klein Chief Executive Otago Racing Club Mr T White President Riverton RC Mr Sean Bellew President Southland RC


INTRODUCTION The Chairman, Mr Matthew Goodson, welcomed representatives of clubs and guests to the 2013 Annual General Meeting of New Zealand Thoroughbred Racing Incorporated. He thanked presenters at that morning’s NZTR Racing Club Conference, which covered a wide range of racing and racing club-related topics including the Race Club Partnership Programme incorporating race club management, marketing, compliance, governance and legislation; and wagering and broadcasting. He emphasised that the Board wanted to ensure that the AGM remains as useful as possible to all attendees by providing ideas and potential initiatives and urged attendees to take back the information gathered at the conference to their clubs and sector organisations. The Chairman welcomed in particular a number of guests to the AGM:

1. Minister for Racing, the Honourable Nathan Guy 2. The Right Honourable Winston Peters 3. The Honourable Ross Robertson 4. Members of NZTR’s Members’ Council 5. Glenda Hughes, Chairman of the Racing Board 6. Kristy McDonald, Neville Harris and Roger Drummond from the Board of the Judicial Control Authority 7. Stewart McRobie and other Senior Managers from the Racing Board 8. Peter Hutt, NZTR’s representative on the RIU Board and Chairman of the Integrity Committee 9. Mike Godber from the Racing Integrity Unit

10. Michael Martin from the Thoroughbred Breeders’ Association 11. Edward Rennell from Harness Racing 12. Stuart Cashen from Greyhound Racing 13. Dr Ivan Bridge, Chairman of the Equine Health Association 14. Dr Margaret Evans, Chairman of the Equine Research Foundation 15. David Shadwell from our Auditors, Deloitte

The Chairman also noted Murray Acklin’s attendance at his 30th NZTR AGM. AGENDA ITEM 1: APOLOGIES / PROXIES / GUESTS The Chairman asked for any apologies in addition to the list of all apologies, together with attendees and proxies, tabled for the meeting. The following were added from the floor:

1. Mr Mick Ormond (Hawkes Bay Racing) 2. Mr Alistair Deans (Amberley Racing Club)

AGENDA ITEM 2: IN REMEMBRANCE The Chairman asked everyone present to take a moment to remember those who had given much to Thoroughbred racing in New Zealand and who had passed away since the last AGM in November 2012. He made particular mention of the tragic loss of Ashlee Mundy almost a year ago. There was then a short silence. AGENDA ITEMS 3 AND 4: TO RECEIVE THE CHAIRMAN’S STATEMENT AND CHIEF EXECUIVE’S REPORT The Chairman asked that his statement and the Chief Executive’s Report in the 2012-13 Annual Report are taken as read and if there were any questions on their reports. The Chairman added that he and the Chief Executive will present key points of last season covered in the Annual Report and the 2013 Performance Report, and, going forward, the 2014-18 Strategic Plan and the 2014-16 Business Plan under General Business. There were no comments on the Chairman’s and Chief Executive’s reports in the 2012-13 Annual Report, and they were received by Members.


AGENDA ITEM 5: TO ADOPT THE MINUTES OF THE PREVIOUS AGM HELD ON 23 NOVEMBER 2012 The minutes of the last AGM, held on 23 November 2012, were circulated shortly after the 2012 AGM and again with the agenda for this meeting. The minutes were moved by Mr Joe Walls and seconded by Mr John Stace. The Chairman invited discussion on the minutes of the last AGM. There being no discussion, the Chairman sought agreement to the adoption of the minutes of the previous AGM as a true and correct record of the AGM held on 23 November 2012. Carried AGENDA ITEM 6: TO RECEIVE AND CONSIDER THE 2012-13 ANNUAL REPORT OF THE BOARD The Chairman then moved the adoption of the 2012-13 Annual Report which was sent to all clubs on 16 October. This was seconded by Mr Des Friedrich. The Chairman added that the Board aims to provide an accurate account of NZTR's work over the past year in the Annual Report and that this is supported with more detailed information in the Performance Report. The Chairman invited members to raise anything in the Annual Report for discussion. There were no comments or questions and the Chairman sought agreement to adopt the Annual Report. Carried AGENDA ITEM 7(A): TO RECEIVE AND CONSIDER NZTR’S ACCOUNTS The Chairman directed members to the financial statements for NZTR for 2012-13 set out in the Annual Report and thanked the Chairman of the Audit and Risk Committee, Mr Greg McCarthy, for his work over the past 12 months in addition to the FY13 accounts and FY14 Budget, including the FY13 funding model, discussions with the IRD on alignment with Australia for the payment of stakes, infrastructure, various industry loan arrangements and, together with John Stace, the collective insurance scheme. The Chairman emphasised that NZTR has been extremely focused on keeping core operational cost growth as close to flat as possible, with inflationary pressure and new initiatives in one area being funded by savings in other areas. To ensure transparency, NZTR had identified separate line item costs for special projects, marketing and infrastructure expenditure. He added that NZTR faces difficult choices in allocating scarce funding but the Board’s thought process is to deliver a sustainable lift in prize-money each season, while carefully investing in future growth. Administrative cost increases are last in line. The Chairman then moved the adoption of the accounts in the Annual Report. This was seconded by Mr John Stace. The Chairman then invited members to raise anything in the financial statement for discussion. There being no comments, he sought adoption of the statement of financial position and statement of accounts for New Zealand Thoroughbred Racing for the year ended 31 July 2013, as published. Carried


AGENDA ITEM 7 (B): TO RECEIVE AND CONSIDER THE GENERAL TRUST FUND ACCOUNTS The Chairman thanked the three trustees of the General Trust Fund - John Rattray, Keith Neylon and Colin Jenkins – for providing an invaluable service in granting financial assistance to current or former licensees who are injured or find themselves in difficulty for whatever reason. He referred Members to the accounts in the AGM Agenda showing current assets of $1,234,278. He proposed and Mr Ben Nettleton seconded adoption of the financial statement of the General Trust Fund for the year ended 31 March 2013, as published. The Chairman invited discussion on the financial statement of the General Trust Fund. There being no discussion, he asked members to adopt the financial statement of the General Trust Fund for the year ended 31 March 2013. Carried AGENDA ITEM 7 (C): TO RECEIVE AND CONSIDER THE APPRENTICE JOCKEYS’ FUND ACCOUNTS The Chairman proposed and Mr Joe Walls seconded adoption of the financial statement of the Apprentice Jockeys’ Fund for the year ended 31 March 2013, as published. The Chairman invited discussion on the financial statement of the Apprentice Jockeys’ Fund. There being no discussion, he sought its adoption. Carried AGENDA ITEM 8: TO RECEIVE AND CONSIDER THE BOARD’S ESTIMATES FOR 12 MONTHS ENDING 31 JULY 2014 The Chairman then moved the adoption of the budget for 2013-14. This was seconded by Mr Des Friedrich. The Chairman referred Members to the budget on the last page of the AGM Agenda and invited discussion on the NZTR budget for 2013-14. There was no discussion. The Chairman sought adoption of the budget for 2013-14. Carried AGENDA ITEM 9: APPOINTMENT OF AUDITORS The Chairman then moved that Deloitte be reappointed as NZTR’s auditors at a fee to be arranged by the Board. This was seconded by Mr John Stace. The Chairman asked members to approve reappointment of Deloitte as auditors and to delegate the Board to agree a fee. Carried


AGENDA ITEM 10: TO FIX THE AMOUNT PAYABLE AS DIRECTORS’ FEES The Chairman reminded the AGM that directors’ fees are determined by Members in General Meeting following a recommendation from the Members’ Council. Accordingly, he asked the Chairman of the Members’ Council to speak to this agenda item. The Chairman of the Members’ Council, Mrs Victoria Carter, informed Members that the Members’ Council had met with the Board as part of its appraisal duties on behalf of Members and, separately, had discussed directors’ fees. She reminded Members that the Board had not had an increase in the last three years, since before this Board took office in May 2011, and that the Consumer Price Index had risen 7% over those 3 years. This includes the GST increase. She concluded that the Members’ Council had considered at its meeting on 31 October 2013 the Institute of Directors’ 2013 report on directors’ fees, which showed that NZTR fees were in the lowest quartile, and took into account the long hours the Board invested in NZTR, and resolved to recommend to Members to approve an increase in directors’ fees by the combined rate of the Consumer Price Index over the last three years of 7%, which would see a total increase of $11,500 from $162,500 to $174,000, effective from 1 August 2013. Mrs Carter also informed Members that the Members’ Council had requested Mr Bill Cotton to review all aspects of Director remuneration for the Council’s consideration in 2014. Mrs Carter asked for Members’ agreement to increase directors’ fees by the combined rate of the Consumer Price Index over the last three years of 7%, for a total increase of $11,500 from $162,500 to $174,000, effective from 1 August 2013. This was seconded by Mr Bill Cotton. Carried AGENDA ITEM 11: GENERAL BUSINESS The Chairman and the Chief Executive then presented a status report on NZTR’s and the industry’s performance from the NZTR Performance Report for 2013, including financial performance and KPIs, and key items from the NZTR Strategic Plan for 2014-18 and Business Plan for 2014-2016, both distributed at the meeting. They also reviewed findings from the second NZTR Perception Survey conducted by IER, which showed alignment of key issues among respondents, notably that owners’ priorities were increasing costs/decreasing return on investment, poor overall racing experience/facilities, declining interest from new shareholders, affordability, fees (nominations, acceptances, riders), quality of tracks and professionalism of track riders; trainers were most concerned about prize money, increasing costs, programming of races, retaining clients, finding new owners, quality of training tracks and facilities, and a lack of track work riders; and breeders voiced their concerns for the involvement of future generations in racing, profitability falling and costs rising, prize money, service fees, loss of interest in racing, economic climate, no breeding incentives, fostering interest and participation in racing, and the perceived weakness of domestic racing. The Chairman and the Chief Executive emphasised the following points in their presentation:

1. Research carried out by Interbrand highlighted New Zealanders do not see Thoroughbred racing as ‘fashionable’ or ‘relevant’ and racing needs to redefine itself as more exciting, relevant and engaging to generate growth in on-course attendance, ownership and wagering

2. For 150 years the New Zealand racing industry has looked ‘inside-out’ to develop strategies for improvement, catering to a shrinking participation base (prizemoney, races per day to best suit club operations, etc), now 6% of New Zealanders, and racing must move away from internal thinking and look ‘outside-in’ to grow participation and engage a proportion of the 94%

3. Race fields legislation is a key tenet of NZTR’s future strategy to combat wagering leakage off-shore 4. NZTR had successfully rebuilt financial sustainability but has no intention of raising its reserves beyond

the current $3.5m


5. Totalisator turnover on New Zealand thoroughbred races was higher in Australia than in New Zealand for the second successive year. This trend is likely to continue in perpetuity

6. Thoroughbred royalties have been impacted by unfavourable exchange rate issues, 119 less thoroughbred races covered by Tabcorp, reduced Sky 1 coverage from Monday through to Friday post 2pm races

7. FY13 average export turnover by race was up 6.1% in $AUS 8. Promotion of New Zealand thoroughbred racing in Australia remains poor 9. Thoroughbred participation remains challenging 10. It is critical that NZTR is in strategic alignment with the NZRB 11. NZTR will conduct a series of facilitated workshops with major race club Chairmen and Chief

Executives; racing organisations including NZTA, NZTBA, NZTROF, NZJA and NZTM; regional meetings with race clubs; and regional stakeholders forum to explain strategy

12. The threshold issues for consideration include sustainability of racing activity; support of business development and innovation; a need for broader and stronger engagement with existing or potential customers beyond prizemoney; winning in key markets particularly Auckland and the Waikato; racing innovation including a synthetic training and trialling track

13. NZTR’s priorities around business development and innovation are event management, brand development, race club governance and business support, infrastructure, digital media strategy, broadcast strategy, and lower priorities include sectional timing and veterinary science

14. NZTR’s priorities around racing product are sustainability in the number of races and meetings, re-setting the premier meeting base, iconic enhancement, feature meeting prize money, Group 2 race prize money, special interest funding, race meeting funding support, and lower priorities include nomination relief, Group 1 race prize money, Group 3 race prize money and Listed race prize money

At the conclusion of the presentation the Chairman invited discussion on any items presented to Members. Mr Rex Fell (Manawatu Racing Club) had concerns around the professionalism of some Class C Trainers (Owner/Trainer)and sought the Board’s views on the criteria for licensing Class C Trainers. The Chairman acknowledged Mr Fell’s concerns and referred to Part III of the Rules of Racing which clearly set out conditions for granting licences. He added that the Integrity Committee continuously reviews the Rules and has recently sought to add a new category of Trainer, Stable Foreman, and that it is the role of the Racing Integrity Unit to police the conduct and professionalism of Trainers and enquire into their qualification if concerns are raised. Mr Pete McDougall (Marton Jockey Club) asked whether club receipts from on-course wagering would be protected in the event of the introduction of on-course wi-fi. The Chairman replied that NZTR was looking at the options for reallocating the current 17% on-course turnover funding in the Funding Policy to fully retain incentives for clubs. He added that NZTR would be consulting with clubs on these options at the appropriate time. Mr Tim Mills (Canterbury Jockey Club) sought agreement that all three Thoroughbred meetings on Saturdays should be shown on Trackside TV. The Chief Executive explained that NZTR had been in consultation with the NZRB with regard to its broadcast strategy and that the plan is to show the first and second New Zealand Thoroughbred meetings on Trackside 1 and the third New Zealand Thoroughbred meeting on Trackside 2 when the metropolitan Victoria and New South Wales meetings start at 2.00pm. Mr Cameron George (Auckland Racing Club) asked the NZTR Board whether advertising in papers was part of its marketing plan and what was being done to arrest the leakage of wagering to off-shore providers. With regard to marketing the Chairman informed Members of the proposed service level agreement between NZTR and NZTM and that this would be finalized shortly, at which point NZTR and NZTM will complete development of its industry marketing plan. Papers would certainly be considered in the marketing mix. With regard to wagering leakage the Chairman emphasised the sensitivity of fixed odds margins, the strong argument for the introduction of race fields legislation and that NZTR is working alongside the NZRB on this critical issue.


Mr Gareth Murfitt (Ashburton Racing Club) asked the Board to simplify the change of ownership form and look at Rule 423 which currently requires all members of a syndicate to sign the change of ownership form when there is any change in ownership. The Chief Executive reassured Mr Murfitt that the Integrity Committee was considering all aspects of ownership and lease arrangements and this included simplifying these requirements along the lines of the Australian model, which requires all owners to sign the form on registration but only the transferor, transferee and Racing Manager on change of ownership. Mr Jason Fleming (Hawkes Bay Racing) thanked the Board for their work on a proposed collective property insurance plan and stated that while the scheme had ultimately not been accepted by some clubs, which resulted in it not going forward, every club had benefited from the work done by NZTR. AGENDA ITEM 12: CLOSURE OF MEETING The Chairman thanked the other five Board members – Joe Walls, Greg McCarthy, John Stace, Des Friedrich and Ben Nettleton - for their work on the Board on behalf of the thoroughbred code over these past 12 months, and in particular the three chairmen of permanent Board committees: Greg McCarthy - the Audit and Risk Committee, John Stace - the Appointments and Remuneration Committee, and Peter Hutt, the Integrity Committee, who was also NZTR’s representative on the RIU Board and chaired the Training and Development Committee. The Chairman welcomed Glenda Hughes to the chair of the NZRB, although she has been in the position for four months, and stated the Board’s excellent working relationship with Glenda and the other members of her Board and that that cooperation and positive working relationship extends to the leadership team of the Racing Board. He also welcomed the constructive appraisal of NZTR directors by Victoria Carter, Chairman of the Members’ Council, and the other 11 members of the Council. The Board looked forward to working with three new members of the Council from the conclusion of this AGM: Karyn Fenton-Ellis (Northern Region), Charles Whyte (Central Region) and Howard Clarke (Southern Region). He gave special mention of the three departing members of the Council – David Smith, Bruce Perry and John Wood, all of whom had given their service to this industry in a number of ways, particularly for their clubs, over a number of years, and Bruce was instrumental in the governance changes to NZTR which saw the establishment of the Council and an independent Board. The Chairman thanked, on behalf of the Board, Greg Purcell and the team at NZTR for meeting the many and varying demands of the Board and stakeholders over the last 12 months. He emphasised the Board’s appreciation of all Members attending on behalf of racing clubs or sector organisations, their passion for the racing industry, their work far beyond the call of duty and, in many cases, entirely voluntarily. He concluded by stating that the Board would continue to do all it can to ensure it meets Members’ objectives and provides them with regular progress reports on all proposed and current initiatives.

The Chairman asked if there were any other issues which Members might wish to raise for general discussion. There being none, he made presentations of a NZTR Complimentary Lifetime Pass to three people, who have made contributions to this industry over many years:

1. David Smith has had a lifelong interest in horse racing, becoming involved with horse ownership in

1979 and he bought his first broodmare in 1988. His business involvement began in 1986 with Dunstan Horse Feeds and Dunstan has consistently supported the Industry through advertising and race sponsorship in both the North and South Islands. He has served on the Waikato Racing Club Committee for over 20 years becoming Chairman in 2002. He stepped down from the chair in 2013. He


also served on the NZTR Board, on various industry Committees and the NZTR Members’ Council. He retired from the Council at the conclusion of the AGM.

2. John Rattray was not able to be present and his lifetime pass will be presented by the Chairman. John is the current Chairman of the General Trust Fund. He has served on the Board of NZTR and has been involved in a number of Committees and Trusts, notably the Pattern Review Committee which he chaired.

3. Charlie Pearce was not able to be present and his lifetime pass was accepted by Mr Geoff Humphries, who sits on the Committee of the Foxton Racing Club, on his behalf. Charlie Pearce retired this season after 46 years of involvement with the Foxton Racing Club. Charlie was an accountant working in Foxton when he was asked to become involved in the Foxton Racing Club. He was elected as President in 1976. He was permitted to serve only a three-year term under the Constitution, so he then took on the dual roles of Vice-President and Secretary. He was awarded the Queen’s Service Medal in 2003.

The Chairman thanked everyone for attending and closed the meeting at 4.47pm.


Appendix 1 AGENDA ITEM 7 (b)

NEW ZEALAND THOROUGHBRED RACING - GENERAL TRUST FUND

STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 31 MARCH 2014

Notes

31 March 2014

31 March 2013

NZ$

NZ$

Income Donations

1,500

- Interest

4

48,846

43,275

NZTR Contribution

7

30,000

15,000 Total Income

80,346

58,275

Expenses

Audit Fees

5,132

4,589 Bank Fees

40

40

Grants

8

31,374

42,982 Administration Charges

7

7,300

7,300

Total Expenses

43,846

54,911

NET SURPLUS FOR THE YEAR

36,500

3,364

The notes following are to be read in conjunction with these financial statements.


NEW ZEALAND THOROUGHBRED RACING - GENERAL TRUST FUND STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2014

Notes 31 March 2014

31 March 2013

NZ$

NZ$

Current Assets:

ANZ Current Bank Account

108,493

155,746 BNZ Current Bank Account

14,555

10,946

BNZ Term Deposits

1,096,761

1,052,586 Accounts Receivable & Loans/Advances

45,439

14,998

Total Current Assets

1,265,248

1,234,276

Current Liabilities

Accounts Payable

12,432

17,960 Total Current Liabilities

12,432

17,960

NET ASSETS

1,252,816

1,216,316

Equity:

Current Year Earnings

36,500

3,364 Retained Earnings

1,216,316

1,212,952

ACCUMULATED FUNDS

1,252,816

1,216,316

The Financial Statements of New Zealand Thoroughbred Racing Incorporated - General Trust Fund are accepted on behalf of the Trustees on 12 August 2014.

J Rattray

Chairman/Trustee

12 August 2014 Date



NEW ZEALAND THOROUGHBRED RACING - GENERAL TRUST FUND

STATEMENT OF ACCUMULATED FUNDS AS AT 31 MARCH 2014

Notes

31 March 2014

31 March 2013

NZ$

NZ$

Equity

Current Year’s Earnings

36,500

3,364

Opening Balance

1,216,316

1,212,952

TOTAL ACCUMULATED FUNDS

1,252,816

1,216,316

Trustees John Rattray (Chairman) Keith Neylon Colin Jenkins The notes following are to be read in conjunction with these financial statements.


NEW ZEALAND THOROUGHBRED RACING - GENERAL TRUST FUND NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2014

1 Statement of Accounting Policies:

The accounting policies which the Trustees consider appropriate for the measurement and reporting of its results and financial position are noted below:

2 Reporting Entity:

The General Trust Fund is a Trust Fund set up to financially assist racing personnel and their families at the sole discretion of the Trustees.

These accounts are prepared in accordance with New Zealand generally accepted accounting practice.

The administration of the General Trust Fund is carried out by New Zealand Thoroughbred Racing Incorporated.

3 General Accounting Policies:

The measurement base adopted is that of historical cost. Reliance is placed on the fact that the Fund is a going concern. Accrual accounting is used to match expenses and revenue.

4 Interest Income:

Interest income is recognised on an accruals basis.

5 Changes to Accounting Policies:

There have been no changes in accounting policies. All policies have been applied on bases consistent with those used in previous years.

6 New Zealand Thoroughbred Racing's Rules of Racing:

The General Trust Fund is administered in accordance with New Zealand Thoroughbred Racing's Rules of Racing.

7 Related Party Transactions: The General Trust Fund received a grant from New Zealand Thoroughbred Racing Incorporated for

$30,000 (2013: $15,000) to enable the General Trust Fund to provide grants to New Zealand Thoroughbred Racing licensees.

The General Trust Fund pays New Zealand Thoroughbred Racing Incorporated $7,300 (2013: $7,300)

for administration carried out on behalf of the General Trust Fund.

8 Grants Policy:

Grants are recorded once approved by the Trainers in accordance with the General Trust Fund Policy.

The Financial Statements of New Zealand Thoroughbred Racing - General Trust Fund are accepted on behalf of the Trustees on 12 August 2014.


Appendix 2 AGENDA ITEM 7 (c)

NEW ZEALAND THOROUGHBRED RACING - APPRENTICE JOCKEYS' FUND

STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 31 MARCH 2014

Notes 31 Mar 2014 31 Mar 2013

$ $

Income

Interest Income g 25,170 26,576 Wash-up of Historical Balances j (6,783) 66,018 Total Income 18,386 92,594

Gross Profit 18,386 92,594

Less Operating Expenses

Audit Fees

6,500 6,219 Bank Fees

46 96

Interest Expense

13,597 9,308 Administration Expenses i 6,900 6,000 Total Operating Expenses 27,043 21,623

Net Profit (8,657) 70,971

The notes following are to be read in conjunction with these financial statements



STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2014

Notes 31 Mar 2014 31 Mar 2013

$ $

Assets

Bank

ANZ Bank Account

66,833 23,042 ANZ Term Deposits

713,534 713,534

Total Bank 780,366 736,576

Current Assets

Sundry Debtors

538,298 135,959 Total Current Assets 538,298 135,959

Total Assets 1,318,665 872,535

Liabilities

Sundry Creditors

84,979 40,428 Total Liabilities 84,979 40,428

Net Assets 1,233,686 832,107

Equity

Current Year Earnings

(8,657) 70,971 Retained Earnings

100,704 29,733

Control - Jockey/Apprentice Jockey

Opening Balance

657,871 590,226 Apprentice Funds held in Trust - Fees & Interest Earned 1,262,663 1,006,909 Apprentice Funds held in Trust - Payments Made

(855,333) (939,264)

Total Control - Jockey/Apprentice Jockey 1,065,201 657,871

Control - Trainer/Apprentice Trainer

Opening Balance

73,532 67,197 Employers Funds held in Trust - Fees Earned

818,457 708,704

Employers Funds held in Trust - Payments Made

(815,552) (702,369) Total Control - Trainer/Apprentice Trainer 76,437 73,532

Total Equity 1,233,686 832,107

These financial statements were authorised for issue by:

30 October 2014

Matthew Goodson Date Trustee The notes following are to be read in conjunction with these financial statements



MOVEMENT IN FUNDS STATEMENT FOR THE YEAR ENDED 31 MARCH 2014

Notes 31 Mar 2014 31 Mar 2013

$ $

Apprentice Funds held in Trust

Opening balance

657,871 590,226 Fees and Interest earned

1,262,663 1,006,909

Payments made

(855,333) (939,264) Closing balance 1,065,201 657,871

Employers Funds held in Trust

Opening balance

73,532 67,197

Fees earned

818,457 708,704 Payments made

(815,552) (702,369)

Closing balance 76,437 73,532

TOTAL FUNDS 1,141,639 731,403




NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2014

Statement of Accounting Policies The accounting policies which the Trustees consider appropriate for the measurement and reporting of its results and financial position are as follows:

a) Reporting Entity:

The New Zealand Thoroughbred Racing - Apprentice Jockeys' Fund is a Trust Fund set up to administer the funds held in Trust for apprentice jockeys' riding fees. The financial statements have been prepared in accordance with New Zealand generally accepted accounting practice.

b) General Accounting Policies:

The measurement base adopted is that of historical cost. Reliance is placed on the fact that the Fund is a going concern. Accrual accounting is used to match expenses and revenue.

c) Investments:

Investments are stated at cost.

d) Changes to Accounting Policies:

There have been no changes in accounting policies. All policies have been applied on bases consistent with those used in previous years.

e) Differential Reporting:

The Fund qualifies for differential reporting because it is neither publicly accountable nor large. It has taken advantage of all differential reporting exemptions.

f) New Zealand Thoroughbred Racing's Rules of Racing

The Apprentice Jockeys' Fund is administered in accordance with New Zealand Thoroughbred

Racing's Rules of Racing.

g) Interest Income

Interest income is calculated using the effective interest rate method.

h) Tax

The Fund is not liable for tax as it is a fund established under the Rules of Racing.

i) Related Parties

The Fund is established and operated pursuant to the Rules of Racing. New Zealand Thoroughbred Racing Incorporated administers the operation of the Fund. New Zealand Thoroughbred Racing Incorporated recharges a portion of internal salary costs to the Fund for this administration service.

j) Prior Period Adjustments

Transactions prior to 2011-2012 financial year were identified within Sundry Debtors and Sundry Creditors that will not result in future benefits or obligations to the entity. A one-off, non-cash Profit and Loss transaction has been included in these accounts. There is nil impact on Apprentice and Employer Funds.


Appendix 3 AGENDA ITEM 8

NZTR BUDGETED STATEMENT OF FINANCIAL PERFORMANCE FOR THE 12 MONTHS ENDED 31 JULY 2015

RACING ACTIVITIES

(000's) RACING INCOME

NZRB Code Distributions

72,749

TOTAL NZRB FUNDING AVAILABLE TO NZTR

72,749 Nominations, Acceptances and Scratchings Income

2,209

NZTR Race Day Services

823 Other Income

80

TOTAL RACING INCOME including NZRB FUNDING

75,860

LESS RACING EXPENDITURE

Stakes Funding

(49,614) Club Funding

(18,012)

Code Funding

(843) NZRB Broadcast and Venue Services charges

(3,023)

TOTAL RACING EXPENDITURE

(71,492)

TOTAL RACING SURPLUS/(DEFICIT)

4,368

NZTR OPERATING ACTIVITIES

NZTR INCOME

TRM and Other Publications

205 Registrations

546

Licence Fees

220 Stud Book

1,323

Interest

375 Fines

32

NZTR Sundry Income

65 Industry Training Income

201

TOTAL NZTR INCOME

2,967

LESS NZTR EXPENSES

TRM and Publications

(260) NZTR Awards

(50)

Marketing

(400) NZTR Training and Development

(20)

Industry Training and Development

(464) Property and Central Overheads

(337)

IT Infrastructure and Network Costs

(425) Salaries, Contractors and Consultants

(2,607)

Other Departmental Costs

(443) Sundry Costs

(680)

Industry Grants

(154) TOTAL EXPENSES before DEPN and SPECIAL PROJECTS

(5,841)

Depreciation/Amortisation

(265)

TOTAL NZTR EXPENSES including DEPN

(6,106) Special Projects

(722)

TOTAL NZTR OPERATING EXPENSES

(6,828)

TOTAL NZTR OPERATING SURPLUS/(DEFICIT)

(3,860)

TOTAL NZTR OPERATING AND RACING SURPLUS/(DEFICIT) before INFRASTRUCTURE PROJECTS

508

Infrastructure Projects expenditure

(500) TOTAL NZTR SURPLUS/(DEFICIT) AFTER ALLOCATION

8



TO FIX THE AMOUNT PAYABLE AS DIRECTORS’ FEES PURSUANT TO CLAUSE 13.5 OF THE CONSTITUTION

The Members’ Council of New Zealand Thoroughbred Racing Incorporated (‘the Society’) proposes in accordance with clause 13.5 of the of the Society’s constitution ('the Constitution’), following a review of Directors’ remuneration and, in view of the difficult economic environment, that Directors’ fees be increased by a percentage equivalent to the latest available annual increase in the consumer price index of 1.6% rounded up to the nearest $100, effective from 1 August 2014.



AMENDMENTS TO THE CONSTITUTION

RESOLUTION TO BE PASSED BY THE THREE-FIFTHS MAJORITY IN ACCORDANCE WITH CLAUSE 7 OF THE CONSTITUTION

The Members’ Council of New Zealand Thoroughbred Racing Incorporated (‘the Society’) proposes in accordance with clause [22] of the Society’s constitution ('the Constitution’) that the Constitution be amended in accordance with the following resolution, effective from 7 November 2014.

THAT the Constitution of the Society be amended in accordance with the amendments marked up in the attached extracts from the Constitution (with the words to be taken out being struck through (Board) and the words to be introduced being underlined (Board) in those extracts): EXPLANATION

It is proposed the Constitution be amended to:

a) introduce a three-year rotation regime for both the Board and the Members’ Council: i.e. 2+2+2 (to replace 3+3) for the Board and 4+4+4 (to replace 6+6) for the Council. This will provide a more graduated election/appointment timeframe and process for both the Council and the Board instead of a process that requires half of the Council and half of the Board to retire by rotation at the same time; and

b) provide the Members’ Council with the power to remove a Member on grounds that mirror its existing power to remove a Director.

The proposed amendments to the Constitution are discussed in more detail below. Clause 10.4 – Election of Members to the Members’ Council

It is proposed that four of the 12 Members retire by rotation each year, with the four Members who are required to retire comprising one Regional Member from each Region and one Sector Member. The effect of this rotation regime will be to provide a more graduated rotation regime, where the Members’ Council will have been through a “full cycle” over a three year period. In other words, once the new rotation regime is in operation, over any three year period, every Member will be required to stand for election or re-election, or be appointed or reappointed. This will provide the Members’ Council with greater continuity and stability than under the existing regime, where there is potential for all the Members of the Members’ Council to be required to retire over two consecutive AGMs (i.e., six Members one year, and the remaining six Members in the next year).

The Regional Members for each Region and the Sector Member who will be required to retire by rotation will be the Member who has been in office the longest, as determined on a Region by Region basis in the case of Regional Members. (In other words, the Central Region Member who has been in office the longest out of the Central Region Members will retire, and the Sector Member who has been in office the longest out of the Sector Members will retire etc.)

If the Regional or Sector Member who is required to retire cannot be determined because two or more Members have been in office for the same length of time, the Members for the relevant Region or the Sector Members will determine amongst themselves who is to retire first, and in the absence of agreement, it shall be determined by lot. It is proposed that there is no change to the term of appointments to the Members’ Council which are for three year terms and for a maximum of three terms. That is, an initial term of three years and two further terms of three years each. However, it may be necessary, as part of the transition to the new rotation regime from the existing regime, or to “reset” the rotation regime if it gets out of kilter due to a


Member or Members vacating office during the course of their terms, for one or more Members to serve a term of greater or less than three years. The proposed amendments have built in provisions to allow for this to happen. Clause 11 – Powers and Duties of the Members’ Council

It is proposed that the powers and duties of the Members’ Council be extended to provide the Council with the power to remove a Member on grounds that mirror its current power to remove a Director. The grounds on which a Member would be able to be removed by the Members’ Council are if the Member is, in the sole opinion of the Members’ Council:

i. breaching his or her duties under the NZTR Constitution or otherwise; or

ii. is otherwise acting in a manner that is, or his or her continuing to hold office as a Member would or would be likely to be, detrimental to racing.

The power of removal would be exercisable by a two thirds majority vote of eight out of 12 Council Members, being the same majority as is required for the Members’ Council to pass other resolutions.

In considering whether there should be a higher majority required in order for a resolution to remove a member to be passed, the Board recognised the potential difficulties of reaching decisions with a high majority threshold and, taking into account the close-knit world of racing in New Zealand, the potential for only a couple of Council Members’ to veto resolutions. Clause 13.3 – Term of appointment of Directors

It is proposed that two of the six Directors retire by rotation each year. The Directors who will be required to retire by rotation each year will be the Directors who have been in office the longest. If the Directors who are required to retire cannot be determined because two or more Directors have been in office for the same length of time, the Directors potentially required to retire will determine amongst themselves who is to retire first, and in the absence of agreement, it shall be determined by lot. The rationale for this change is the same as the rationale for the change to the rotation regime for the Members’ Council, being to provide a more graduated rotation regime that will provide greater continuity and stability to the Board.

It is proposed that there is no change to the term of appointments to the Board, which are for three year terms and for a maximum of three terms on the basis that new Directors typically take between one and two years before they start contributing fully. This means that ordinarily each Director will sit for the initial term of three years and will be eligible for re-election for up to two more terms of three years each. However, it may be necessary, as part of the transition to the new rotation regime from the existing regime, for one or more Directors to serve a term of greater or less than three years. The proposed amendments have built in provisions to allow for this to happen. Consequential Amendments to the election process: 10.2 and 10.3

In order to implement the new proposed rotation regime, consequential amendments are required to the provisions setting out the process for the election of Regional Members and the appointment of Sector Members. These amendments are not of a substantive nature. Proposed Amendments To The Constitution of the Society

All of the proposed amendments to the Constitution are marked up in the following extracts from the Constitution, with the words to be taken out being struck through (Board) and the words to be introduced being underlined (Board) in those extracts:


10 The Members’ Council

10.1 Establishment and Composition of the Members’ Council

There shall be a Members’ Council which shall comprise twelve (12) Members made up as follows:

(a) nine (9) Regional Members with each Region appointing three (3) Regional Members; and

(b) three (3) Sector Members with:

(i) NZTROF appointing one (1) Sector Member;

(ii) NZTBA appointing one (1) Sector Member; and

(iii) NZTA and NZJA jointly appointing one (1) Sector Member.

10.2 Nominations for the Members’ Council

(a) The Chief Executive shall, not later than three (3) months prior to the Annual General Meeting in each year, call for nominations from the Totalisator Clubs within each Region specified for candidates to be appointed elected or re-elected (as applicable) as athe Regional Members to fill any vacancies that exist in the Regional Members for that Region if the Regional Members appointed by that Region, and any person appointed as a Regional Member in place of one of that Region’s appointees pursuant to clause 10.7, are retiring at that Annual General Meeting.

(b) Each Totalisator Club in a Region from which nominees have been called under clause 10.2(a) may nominate one (1) candidate for election or re-election (as applicable) appointment as a Regional Member for that its Region each year.

(c) Each nomination must:

(i) be in writing, signed by the Secretary or equivalent officer and one other authorised officer of the relevant Totalisator Club and supported by a copy of the appropriate minutes of that Totalisator Club, with the consent of the candidate endorsed thereon; and

(ii) be received by the Returning Officer no later than two (2) months prior to the relevant Annual General Meeting.

(d) If the number of candidates only three (3) candidates are nominated by the Totalisator Clubs in for the positions of Regional Members for a Region is the same as the number of vacancies in the Regional Members for that Region, then theose candidate(s) shall be declared to have been elected or re-elected (as the case may be) as the Regional Member(s) for that Region.

(e) The Chief Executive shall not later than two (2) months prior to the Annual General Meeting in each year in every alternate year, as the case may be after allowing for retirement by rotation as hereinafter provided, call for one (1) person to be nominated to be made prior to the Annual General Meeting by:

(i) NZTROF; or

(ii) NZTBA; orand


(iii) NZTA and NZJA, jointly,

(depending on who appointed the Sector Member(s) retiring at that Annual General Meeting) tTo nominate, prior to that Annual General Meeting, one (1) person to be appointed or re-appointed (as applicable) to the Members’ Council as its Sector Member act as their respective Sector Members and each the person or persons so nominated shall be declared appointed or re-appointed (as applicable) as a the Sector Member for the relevant appointing body or bodies upon receipt of such nomination by the Returning Officer.

10.3 Election of Regional Members

(a) If more than three (3) candidates arecandidates are nominated for election or re-election (as applicable) as a the positions of Regional Members for a Region than there are vacancies for that Region, then an election shall be held by ballot as follows:

(i) The Chief Executive shall have voting papers prepared containing the names of all Regional Member candidates for the Region together with instructions as to the mode of voting and the date by which completed voting papers must be received by the Returning Officer, which date shall be no later than one (1) month prior to the date of the relevant Annual General Meeting. The Chief Executive shall forthwith forward one such voting paper to each Totalisator Club in the Region together with a copy of the curriculum vitae (if any) supplied by each candidate.

(ii) Each Totalisator Club shall, on receipt of a voting paper, strike-out the names of those candidates for whom it does not wish to vote, leaving only the name of the one (1) candidate for which it wishes to vote and shall return the voting paper in an envelope on which the words “Voting Paper” shall be shown so as to reach the Returning Officer on or before the date specified in that regard by the Chief Executive.

(iii) A Totalisator Club shall only be entitled to vote for the Regional Members for its Region.

(iv) Any voting paper in respect of which the provisions of this clause have not been complied with shall be declared invalid.

(v) On the day and at the time so fixed, the Returning Officer shall open the voting papers and after setting aside all invalid voting papers, count the number of valid votes cast in favour of each candidate. For the purposes of this election, the number of votes which each Totalisator Club shall be entitled to exercise shall be one (1) vote for each Race Date which the Club has been allocated in the Racing Year in which the vote is occurring reduced by the number of such Race Dates (if any) which the Club has Relinquished or forfeited, either voluntarily or otherwise, prior to the vote.

(viii) The three number of candidates equal to the number of vacancies to be filled who the Returning Officer haswho are declared by the Returning Officer to have polled the highest number of valid votes shall be declared by the Chief Executive to be duly elected or re-elected (as applicable) as the Regional Member(s) for that Region, provided that if the number of less than three (3) candidates who have valid votes cast in their favour is less than the number of vacancies to be filled, then the candidate or candidates who had valid votes cast in its or their favour shall be declared to have been duly elected or re-elected (as applicable) as a Regional Member(s) for that Region and clause 10.3(c) shall apply.


(b) Where there is an equality of valid votes between candidates in an election (and the number of votes cast in favour of each tied candidate is greater than zero) then:

(i) if a tied candidate is one of thea sitting Regional Members for the relevant Region, then that candidate shall be declared re-elected;

(ii) if no tied candidate is a sitting Regional Member for that Region, then the Returning Officer shall determine by lot which candidate shall be elected and certify accordingly.

(c) If the votes validly cast under an election do not result in enough candidates being elected or re-elected (as applicable)as Regional Members to fill all of the available vacancies for a Regionat least three (3) candidates having votes cast in their favour, then a further election to fill the remainingthose vacant positions of Regional Member(s) for that Region shall be held as follows:

(i) the Chief Executive shall have further voting papers prepared containing the names of all Regional Member candidates for the Region who were not declared to have been duly elected as a Regional Member for that Region under clause 10.3(a)(viii) together with instructions as to the mode of voting and the date by which completed voting papers must be received by the Returning Officer, which date shall be no later than fourteen (14) days prior to the date of the relevant Annual General Meeting. The Chief Executive shall forthwith forward one such voting paper to each Totalisator Club in the Region; and

(ii) each Totalisator Club shall, on receipt of the voting paper, strike-out the names of those candidates for whom it does not wish to vote, leaving only the name of the one (1) candidate for which it is voting and shall return the voting paper in an envelope on which the words “Voting Paper” shall be shown so as to reach the Returning Officer on or before the date specified in that regard by the Chief Executive; and

(iii) the number of result of the candidate(s) equal to the number of remaining vacancies who are declared by the Returning Officer to who have polled the highest number of valid votes under such further election shall be declared by the Returning Officer and shall be declared by the Chief Executive to be duly elected or re-elected (as applicable) as the Regional Member(s) to fillfor the remaining seatsvacancies on the Members’ Council for that Region.

In the event that the first round of voting under such further election does not result in the remaining vacancy or vacancies for that Region being filled three (3) Regional Members having been duly elected for the relevant region, then there shall be such number of further elections (all of which shall be carried out in accordance with this clause [10.3(c)]) as may be necessary to result in the required number of three (3) Regional Member(s) having been duly elected or re-elected (as applicable) to fill the total number of vacancies for that Region, provided that the date by which the voting papers must been received by the Returning Officer under any such further election shall be no later than seven (7) days prior to the date of the relevant Annual General Meeting.

(d) If at any time before a ballot is commenced under an election (or further election) under that clause [10.3(c)], the number of remaining candidates for election of the Regional Members for a Region is reduced, by withdrawal or otherwise, to the number required to result in there being three (3) Regional Members for that Regionfill the number of vacancies to be filled, then


the remaining candidate(s) shall be declared “elected or re-elected (as applicable) without ballot”.

(d) The Chief Executive shall forthwith report to all Clubs the result of each election (and any necessary further election(s)) and shall retain the voting papers for three (3) months at which time they shall be destroyed.

10.4 Term of Appointment of Member and Chairman

(a) Every Member elected, re-elected or appointed under clause 10.2 or 10.3 shall assume office as a Member of the Members’ Council from the conclusion of the next Annual General Meeting of Thoroughbred Racing.

(b) Subject to clauses [10.4(c)] and [10.4[h]], a Regional Member shall be elected, and a Sector Member shall be appointed, for an initial term of three (3) years, after which the Member shall retire but shall be eligible for re-election or reappointment (as applicable) for a maximum of two (2) more terms of three (3) years each.

(c) Notwithstanding clause [10.4(b)], a Member may serve a term of greater or lesser than three (3) years if any of clauses [10.4(e)], [10.4(g)] or [10.4(h)] apply. In these circumstances, there will not be any adjustment to the duration of any subsequent term that the Member may serve to take into account the fact that he or she will have served a term of greater or lesser than three (3) years.

(c) Prior to the Annual General Meeting in 2012, the Members’ Council shall supply the Chief Executive with a schedule of the order of retirement by rotation of Regional Members from the conclusion of that Annual General Meeting onwards, which (in the absence of agreement between the Regional Members) shall be drawn by lot so that all of the Regional Members from two (2) of the Regions shall retire from the conclusion of the Annual General Meeting in 2013 (but are eligible for re-election at that Annual General Meeting in accordance with clause 10.4(b)) and all of the Regional Members from the remaining Region retire from the conclusion of the Annual General Meeting in 2014 (but shall be eligible for re-election at that Annual General Meeting in accordance with clause 10.4(b)).

(d) At each Annual General Meeting:

(i) One (1) Regional Member from each Region shall retire from the conclusion of the Annual General Meeting, but will be eligible for re-election at that Annual General Meeting in accordance with, and subject to, clause [10.4(b)];

(ii) One (1) Sector Member shall retire from the conclusion of the Annual General Meeting, but will be eligible for reappointment at that Annual General Meeting in accordance with, and subject to, clause [10.4(b)]; and

(iii) A Regional Member who was appointed in accordance with clause [10.7] to fill a casual vacancy that arose subsequent to the previous Annual General Meeting shall also retire from the conclusion of the Annual General Meeting, but will be eligible for election at that Annual General Meeting in accordance with, and subject to, clause [10.4(b)]. For the purposes of determining the number of terms for which a Regional Member may be elected or re-elected (as applicable) in accordance with clause [10.4(b)], no regard will be had to the period for which the Regional Member was filling a casual vacancy in accordance with clause [10.7].


(e) Subject to clause [10.4(f)], the Regional Member for each Region who is required to retire at each Annual General Meeting under clause [10(d)(i)] will be the Regional Member who has been in office the longest since he or she was last elected or re-elected (as applicable). If the Regional Member from a Region who is required to retire at an Annual General Meeting cannot be determined by this means, the Regional Members from that Region who have equally been in office the longest since they were last elected or re-elected (as applicable) will (in the absence of agreement between the Members of the Members’ Council) draw lots to determine who is to retire first.

(f) If a Regional Member who is required to retire at an Annual General Meeting pursuant to clause [10.4(d)(iii)] was appointed to replace a Regional Member who would have been required to retire by rotation from the conclusion of that Annual General Meeting, the retirement of that Regional Member pursuant to clause [10.4(d)(iii)] will be deemed to satisfy the requirement for a Regional Member to retire by rotation pursuant to clause [10.4(d)(i)].

(g) Following the 2014 Annual General Meeting, the Sector Members will decide amongst themselves, in consultation with their respective appointers (and in the absence of agreement, by lot) a schedule by which they will retire by rotation in order to satisfy clause [10.4(d)(ii)], with the first such retirement to take effect from the conclusion of the 2015 Annual General Meeting.

(d) At the conclusion of the Annual General Meeting in the year 2014, all of the Sector Members shall retire but shall be eligible for re-election at that Annual General Meeting in accordance with clause 10.4(b).

(he) If at any time whether through death, retirement, resignation or other cause, circumstances arise which have the potential to affect the order of rotation established herein, then the Members’ Council may take such action as it deems necessary whether by drawing lots or otherwise to regularise the position, which could result in a Member serving a term of greater or lesser than three (3) years.

10.5 Chairman of Members’ Council

(a) The Chairman of the Members’ Council shall be appointed or elected annually by the Members’ Council from among the Members immediately after each Annual General Meeting.

(b) The Chairman shall hold office until the first Meeting of the Members’ Council after the next Annual General Meeting unless the Members’ Council chooses to replace the Chairman between Annual General Meetings.

(c) If there is only one (1) nomination for the position of Chairman the person nominated shall be declared elected.

(d) If more than one (1) person is nominated for the position of Chairman then an election shall be held by ballot, with each Member having one (1) vote.

(e) Where there is an equality of votes between candidates then a second ballot shall be held and in the event of an equality of votes after the second ballot then the Chairman shall be determined by lot.


10.6 Remuneration of Members

The Members and the Chairman of the Members’ Council shall be entitled to such remuneration as shall be determined from time to time by Thoroughbred Racing in General Meeting. The Members and the Chairman of the Members’ Council shall also be reimbursed for all expenses properly incurred by them in connection with the business of Thoroughbred Racing.

10.7 Vacancies

(a) The office of any Member shall become vacant if the Member:

(i) dies or becomes ineligible to continue to hold office by reason of the fact that he/she has at any time been or is disqualified for any corrupt practice or serious racing offence under the Rules or the Rules of Harness Racing New Zealand or the Rules of the New Zealand Greyhound Racing Association Inc; ,or

(ii) becomes bankrupt; or

(iii) resigns in writing; or

(iv) is absent without leave of the Members’ Council from more than two successive meetings of the Members’ Council.

(b) In any case where the Members’ Council grants to any Regional Member leave of absence, it may appoint a substitute for that Regional Member during such absence.

(c) In any case where the Members’ Council grants to any Sector Member leave of absence for a period of not less than three (3) months, NZTBA, or NZTROF, or NZTA and NZJA jointly, as the case may be may appoint a substitute for that Sector Member during such absence.

(d) Whenever any casual vacancy occurs on the Members’ Council under clause 10.7(a), the vacancy shall be filled:

(i) in the case of a Regional Member, by appointment by the Members’ Council;

(ii) in the case of a Sector Member, by appointment by NZTROF, or NZTBA, or NZTA and NZJA jointly, as the case may be.

(e) Every person appointed to fill a casual vacancy shall hold office:

(i) in the case of a Regional Member, until the conclusion of the next Annual General Meeting, but shall be eligible to be nominated for election and be elected as a Regional Member at that Annual General Meeting in accordance with clauses [10.2], [10.3] and [10.4(b)]; and

(ii) in the case of a Sector Member, for the balance of the term which the Sector Member he or she replaced would have been entitled to serve, but shall be eligible to be nominated for reappointment and reappointed in accordance with clauses [10.2] and [10.4(b)]. For the purposes of determining the number of terms for which a Sector Member may be appointed or re-appointed (as applicable) in accordance with clause [10.4(b)], no regard will be had to the period for which the Sector Member was filling a casual vacancy in accordance with clause [10.7].


for the balance of the term which the vacating Member would have been entitled to serve or the conclusion of the next Annual General Meeting (whichever occurs first) but shall be eligible for re-election as a Regional Member or Sector Member, as the case may be, in accordance with clauses 10.2 and 10.4(b).

11 Powers and Duties of the Members’ Council

The Members’ Council shall have the following powers and duties:

(a) To select and appoint the Directors of Thoroughbred Racing in accordance with clause 13.2 and enter into a contract for service with such Directors on such terms and conditions as the Members’ Council shall think fit and remuneration of each Director is to be as recommended by the Members’ Council and determined by Thoroughbred Racing in General Meeting immediately following the relevant Director’s appointment.

(b) To review and appraise the performance of each Director of Thoroughbred Racing prior to the Annual General Meeting in each year; and

(c) To remove any Director from office in the event that Director is, in the Members’ Council’s sole opinion:

(i) breaching his or her duties under this Constitution or otherwise;

(ii) in breach of clause 13.2(e) of this Constitution; or

(iii) otherwise acting in a manner that is, or his or her continuing to hold office as a Director would or would be likely to be, detrimental to racing.

A Director removed from office under this clause [11(c)] shall have no right or claim for compensation for removal or otherwise.

(d) To remove any Member from office in the event that the Member is, in the Members’ Council’s sole opinion:

(i) breaching his or her duties under this Constitution or otherwise; or

(ii) is otherwise acting in a manner that is, or his or her continuing to hold office as a Member would or would be likely to be, detrimental to racing.

A Member removed from office under this clause [11(d)] shall have no right or claim for compensation for removal or otherwise.

12 Meetings of Members’ Council

12.1 Procedure

(a) Meetings of the Members’ Council shall be held at such times and at such places as the Members’ Council itself or the Chairman determines.

(b) The Chairman of the Members’ Council shall preside at every meeting of the Members’ Council at which he/she is present. If the Chairman is not present at any Meeting of the


Members’ Council, the Members present at that meeting shall elect one (1) of their number to be Chairman of that meeting.

(c) Unless for some good reason, the circumstances do not permit, the Chief Executive of Thoroughbred Racing shall provide to each Member not less than fourteen (14) days’ written notice of any Members’ Council Meeting.

(d) The quorum for meetings of the Members’ Council shall be ten (10) Members present in person.

(e) On any question put to a vote at a meeting of the Members’ Council, each Member shall have one (1) vote and, in case of an equality of votes, the Chairman shall have a casting vote. A resolution of the Members’ Council is passed if at least eight (8) votes are cast in favour of the resolution.

(f) Subject to the requirement of this Constitution, the Members’ Council may regulate the conduct of business at its Meetings in such manner as it thinks fit.

12. 2 Alternate Procedure

(a) The Members’ Council may, if it thinks fit, transact any of its business by the circulation of papers among all of the Members, and a resolution in writing signed by eight (8) of the Members shall be taken to be a decision of the Members’ Council.

(b) The Members’ Council may, if it thinks fit, transact any of its business at a meeting held by the contemporaneous linking together by telephone, closed-circuit television or other means of communication of such number of Members as constitutes a quorum.

12.3 Chief Executive

(a) The Chief Executive of Thoroughbred Racing shall be entitled to attend and speak at all meetings of the Members’ Council and meetings but shall have no voting rights.

(b) The Chief Executive of Thoroughbred Racing shall ensure the proceedings of each Members’ Council Meeting are properly recorded in the minutes of the Meetings of the Members’ Council.

13 The Board of Thoroughbred Racing

13.1 Composition of the Board of Thoroughbred Racing

The Board of Thoroughbred Racing shall comprise six (6) Directors appointed by the Members’ Council.

13.2 Appointment to the Board

(a) At least two (2) months prior to each Annual General Meeting] or at any time there is a vacancy on the Board of Thoroughbred Racing, the Chief Executive of Thoroughbred Racing shall call for applications for appointment to the position of Director of the Board of Thoroughbred Racing.

(b) At least one (1) month prior to each Annual General Meeting the Chief Executive shall provide a list of the applicants, along with all necessary background information, to the Members’


Council, and the Members’ Council shall meet and determine which persons shall be appointed as Directors of the Board.

(c) The Chairman of the Members’ Council shall advise each of the Clubs, as well as NZTROF, NZTBA, NZTA and NZJA, in writing prior to the Annual General Meeting of the Directors appointed by the Members' Council.

(d) The Members’ Council shall only appoint a Director if it is satisfied that the person is qualified to be a Director by virtue of the person’s knowledge of the New Zealand thoroughbred racing industry or by virtue of that person’s specialist knowledge and skills, provided that at all times the majority of the Directors on the Board do have knowledge of the New Zealand thoroughbred racing industry.

(e) The following persons shall be ineligible to be appointed as a Director of the Board of Thoroughbred Racing. A person who:

(i) is affected by bankruptcy action;

(ii) is a prohibited person under section 34 of the Racing Act 2003, as set out in the Third Schedule to the Rules;

(iii) is warned off or is disqualified, or whose name is on the arrears list, under the Rules;

(iv) is disqualified from managing corporations under section 382 of the Companies Act 1993;

(v) holds a licence issued by NZTR (including, for example, the holder of a rider’s licence, a trainer’s licence, or a miscellaneous licence) at the time they take office as a Director; and

(vi) is a Member of the Members’ Council;

(vii) is a trustee of a gaming trust;

(viii) is a member of a committee, or employee, of any of the following:

(A) a Club;

(B) a racing association or cluster; or

(C) any other association formed to promote the interests of one or more participants in the thoroughbred racing industry;

(D) Harness Racing New Zealand; or

(E) New Zealand Greyhound Racing Association Inc.

13.3 Term of Appointment of Directors

(a) Every Director appointed as aforesaid shall assume office from the conclusion of the next Annual General Meeting of Thoroughbred Racing.


(b) Subject to clause [13.3(c)] and [13.3(h)], Director appointments shall be for an initial period of three (3) years after which the Director shall retire but be eligible for re-election reappointment for a maximum of two (2) more terms of three (3) years each.

(c) Notwithstanding clause [13.3(b)], a Director may serve a term of greater or lesser than three (3) years if clause [13.3(f)] or [13.3(h)] applies. In those circumstances, there will not be any adjustment to the duration of any subsequent term that the Director may serve to take into account the fact that he or she will have served a term of greater or lesser than three (3) years.

(e) At each Annual General Meeting two Directors shall retire from the conclusion of the Annual General Meeting, but will be eligible for reappointment at that Annual General Meeting in accordance with, and subject to, clause [13.3(b)].

(f) The Directors who are required to retire at each Annual General Meeting will be the Directors that have been in office the longest since they were last appointed or reappointed (as applicable). If the Directors who are required to retire at an Annual General Meeting cannot be determined by this method because two (2) or more Directors have been in office for the same amount of time since they were last appointed or reappointed (as applicable), then those Directors will (in the absence of agreement between all of the Directors) draw lots to determine who is to retire first.

(g) For the purposes of determining which Directors have been in office the longest in accordance with clause [13.3(f)], a Director appointed to fill a casual vacancy in accordance with clause [13.6] will be deemed to have been in office for the length of time that the Director he or she was appointed to replace would have been in office had that Director not vacated office.

(c) Prior to the Annual General Meeting in 2013, the Board of Thoroughbred Racing shall supply the Chief Executive with a schedule of the order of retirement by rotation of the Directors from the conclusion of that Annual General Meeting onwards, which (in the absence of agreement between the Directors of the Board) shall be drawn by lot so that three of the Directors retire from the conclusion of the Annual General Meeting in 2013 (but are eligible for re-appointment) and the three remaining original Directors retire from the conclusion of the Annual General Meeting in 2014 (but are eligible for re-appointment).

(hd) If at any time (whether through death, retirement, resignation or other cause), circumstances arise which have the potential to affect the order of rotation established under clause 13.3(c), then the Board of Thoroughbred Racing may take such action as it deems necessary whether by drawing lots or otherwise to regularise the position, which could result in a Member serving a term of greater or lesser than three (3) years.

13.4 Chairman of Board

(a) The Chairman of the Board of Thoroughbred Racing shall be appointed or elected annually by the Board of Thoroughbred Racing from amongst the Directors immediately after each Annual General Meeting.

(b) The Chairman shall hold office until the first Meeting of the Board of Thoroughbred Racing after the next Annual General Meeting unless the Board of Thoroughbred Racing chooses to replace the Chairman between Annual General Meetings.


(c) If there is only one (1) nomination for the position of Chairman the person nominated shall be declared elected.

(d) If more than one (1) person is nominated for the position of Chairman then an election shall be held by ballot, with each Member having one (1) vote.

(e) Where there is an equality of votes between candidates then a second ballot shall be held and in the event of an equality of votes after the second ballot then the Chairman shall be determined by lot.

13.5 Remuneration of Directors

The Directors and the Chairman of the Board of Thoroughbred Racing shall be entitled to such remuneration as shall be determined from time to time by Thoroughbred Racing in General Meeting (following a recommendation from the Members’ Council). The Directors and the Chairman of the Board of Thoroughbred Racing shall also be reimbursed for all expenses properly incurred by them in connection with the business of Thoroughbred Racing.

13.6 Vacancies

(a) The office of any Director shall become vacant if the Director:

(i) dies or becomes ineligible to continue to hold office by reason of the fact that he/she is ineligible to be appointed as a Director in accordance with clause 13.2(e) of this Constitution; or

(ii) resigns in writing; or

(iii) is absent without leave of the Board of Thoroughbred Racing from more than two successive meetings.

(b) In any case where the Board of Thoroughbred Racing grants to any Director leave of absence, it may appoint a substitute for that Director during such absence.

(c) Whenever any casual vacancy occurs on the Board of Thoroughbred Racing, the vacancy shall be filled by appointment by the Members’ Council.

(d) Every person so appointed shall hold office for the balance of the term which the vacating Member would have been entitled to serve or the conclusion of the next Annual General Meeting (whichever occurs first) but shall be eligible for re-appointment. for the balance of the term which the Director he or she replaced would have been entitled to serve, but shall be eligible to be reappointed in accordance with, and subject to, clause [13.3(b)]. For the purposes of determining the number of terms for which a Director may be appointed or reappointed (as applicable) in accordance with clause [13.3(b)], no regard will be had to the period for which the Director was filling a casual vacancy in accordance with this clause [13.6].

agenda - loveracing.nz agm... · 2014. 10. 28. · 12.45pm new health and safety legislation and...

Documents