Dear NHA Members
The National Board is calling this Special General meeting pursuant to the receipt of the Members requisition as co-ordinated by SANTA. The National Board will simultaneously request the meeting to consider an alternative resolution proposed by the National Board.
The meeting will, inter alia, consider the two resolutions proposed by the Members:-
2.1 Resolution 1, proposed by Members as co-ordinated by SANTA, which will change the appointment process and composition of the National Board to one that predominantly consists of representatives of industry stakeholders.
2.2 Resolution 2, proposed by the Members as co-ordinated by SANTA, which will remove various references to the Racing Control Executive in the Constitution.
The meeting will also consider an alternative resolution proposed by the National Board of the NHA with the support of the Board and the appointed SGM Working Committee of SANTA, namely Resolution 3, which is intended to change the composition of the Nominations Committee.
As advised to Members on 10 August 2021, the National Board delayed calling the SGM so as to allow time to continue meaningful discussions between the relevant parties in an endeavour to attempt to resolve any disputes and with a view to reaching mutual consensus. Productive and respectful discussions between a sub-committee of the Board and various Members including SANTA Members have led to a thorough understanding of parties’ concerns and objectives. The parties have acknowledged that there are certain problems inherent in Resolutions 1 and 2, as there are similarly concerns of a lack of industry participation in the appointment of the National Board.
The culmination is that parties agreed that a Nominations Committee is the best way to appoint the National Board, but that the composition of the Nominations Committee should be changed and expanded so as to be representative of the industry as a whole in order that stakeholder representatives are direct participants in the National Board appointment process. With that aim, the National Board proposes Resolution 3, with the support of the SANTA board, for due consideration by Members.
Resolution 3 would reconstitute the Nominations Committee to be made up of a representative jointly appointed by the Racing Operators, a representative elected by the Owners, a representative elected by the Trainers and Jockeys and two directors from the National Board being one owner and one independent person. In addition, Resolution 3 also contains a clause giving the National Board flexibility as to the appointment of a second Executive Director to the National Board of Directors with no specific reference to the Racing Control Executive.
The Nominations Committee will thus be able to appoint a National Board with the right blend of skills of knowledge to enable the NHA to fulfil its mandate to the industry as a whole. The Directors, thus appointed, will be able to undertake their duties to advance the interests of the NHA and the wider industry with no conflict, real or perceived, of obligations to stakeholders they represent.
Resolutions 1 and 2 have to be voted on first, and Resolution 1 WILL HAVE TO BE REJECTED BY MEMBERS in order for Resolution 3 to be considered and voted on.
The National Board and the representatives of SANTA are in agreement that Resolutions 1 and 2 should be rejected and that Resolution 3 should be supported. The united message to Members is thus to cast your vote on the three resolutions as NO – NO – YES.
Best regards
Susan Rowett
Chairperson
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