Monday, 8 May 2017

Another of my governance case studies - this time on the arts sector





SUBURBAN NEW AGE THEATRE INC.


Suburban New Age Theatre Inc (“SNAT”) is an association incorporated 20 years ago with the objects of staging contemporary theatrical performances and encouraging production of new works.

SNAT has attracted government funding from the arts portfolios of both state and federal governments over the last 10 years of its existence. It has also been successful in receiving a small amount of local government grants from the Council in the area in which its facility is located.

For reasons that have been historically lost, the Board of SNAT consists of 10 people under its Constitution, with the following makeup:

  • 5 members appointed by the State Government Arts Minister
  • 3 members elected by the members of the company
  • 2 members elected by those actors employed by the company during the month preceding the Annual General Meeting

The Chairperson is to be elected by the Board at its first meeting following the Board election. Board members are appointed to 2-year terms, and may not serve more than 2 such 2-year terms. There are no fees payable to Board members.

SNAT has a management structure similar to many performing arts companies ie an Artistic Director and a General Manager. Both of these individuals report to the Board directly, with one responsible for the artistic aspects of the organisation, and the other the business and administration aspects. Both are half-way through their existing employment contracts with SNAT. 

Over the last three years there has been a noticeable decline in the number of paying attendances at SNAT’s productions. The Chairperson of the Board Finance Committee has recently brought it to the attention of the Board as a whole that the total $subsidy per seat sold indicator (ie total grants divided by total tickets sold for the year) has increased from $25 to more than $45. This has reflected a small increase in the costs of running the organisation (around $1 million pa), and in particular a decline in the overall level of paying audiences. This has also now started to see a small decline in sponsorship receipts as the usual sponsors have become aware of declining attendances, and increasingly have other opportunities to sponsor other organisations. 

The company has also “churned” a number of Marketing Managers over the last 2 years, with the Artistic Director blaming “poor marketing” for the decline in patronage of the company’s performance seasons. At present no Marketing Manager is in place, as the Board decided as a cost-saving measure to not replace the last person in the role, with marketing responsibilities now resting with the General Manager.


The Finance Committee Chairperson is an accountant with a small firm of Chartered accountants. The other Ministerial appointments are a lawyer from a small firm of family law practitioners (this person is Chair of the Board), a retired politician from the same political party of the current Minister (this person had expressed an interest in theatre to the Minister, at the last party conference), the spouse of a leading local company which is a known major philanthropic sponsoring company, and an acting teacher from the local school.

The 3 elected by the members of the company currently are the partner of one of the actors currently employed by the firm, a local playwright who regularly submits new plays to SNAT’s Artistic Director for consideration for production by the company, and a parent of an aspiring actor who is seeking work with the company.

SNAT has a “Funding and Performance Agreement” with the State Government arts department (which is the biggest grant-maker to the organisation). This agreement is fairly broad in its specification of what constitutes acceptable performance by the company – one measure is that of $subsidy/seat sold and it is supposed to be < $30.

Board meetings are held once every 3 months.

The Board has decided it ought to have a “strategy workshop” to consider some of the issues currently facing the company. That this is about to happen has become “public knowledge”. This has resulted in the following:

  • The State Arts Minister has contacted the retired politician on the Board to express the Government’s concern about the declining patronage and consequent increasing $subsidy/seat. The message is to “do something!”

  • The Federal arts department officer with responsibility for SNAT’s federal grant (a former television actor) has made it known to the Chairperson of the Board that their view is that the company has poor business management and marketing

  • The actor-elected Board members (all actors themselves) have started lobbying other Board members to pump more funds into marketing and promotions, in order to “save the company”

  • The representative of an existing and long-standing sponsor of SNAT has called the Chair of the Finance Committee (a long-standing friend) and put the position that “if the artistic direction of the company doesn’t rapidly change to something more accessible and commercial, our sponsorship will have to cease”

  • Stories have begun to appear in the local “arts media” to the effect that the company is in deep trouble, and that there is division at Board and management levels

What do you think probably happened?

If you were Chairperson, how would you have handled this situation?

Sunday, 7 May 2017

One of my governance case studies...



Sball Association - Background


SBall was played in 18th century England schools, as a vehicle for entertaining students, improving their general fitness, and enhancing their reflexes. It died out by the turn of the century, and was rediscovered in the early 2000’s by a researcher looking into the history of UK public schools.

After several years of slowly gaining acceptance, SBall’s popularity increased greatly when the first SBall club was incorporated in 2005, aided by promotion by several media celebrities. The founding Board members of this club were very energetic in attracting new members, and in establishing competitions. 

By 2010 eight SBall clubs had been founded in the state, with strong competitions at junior and senior levels. In 2012 these clubs decided to form the SBall Association (‘SBA’), with the object of ‘promoting and developing the sport of SBall in the state’. The SBA Constitution established a Board of 16 directors, with 2 nominated from each of the 8 clubs. There was a provision for the Board to be able to appoint an independent Chairman, however this did not occur until 6 months ago, when Dr Will Mamil was appointed. Dr Mamil is a well-known medical specialist, philanthropist, and the majority owner of the very successful Mamil & Associates specialist medical services business centre. He is also known for being strong-willed.

Over the past year or so, as a sport Sball has suffered a continuing small but concerning decline in player numbers, with one or two of the 8 clubs under some financial stress as a result of lower membership levels and therefore lower membership fees.

For SBA’s first 4 years of operation, volunteers, under the direction of the Board’s Executive Committee, undertook the day-to-day work of the association. This became increasingly unsatisfactory as SBA’s operations increased. Jo Coach, an experienced sports administrator, was brought in around a year ago as full time CEO.

Jo has spent much of this past year establishing management, reporting and operating systems, although she carried most of these in her head, without documenting them. Jo has also worked very well with Jim Custer, SBA’s contracted bookkeeper/accountant. She gave him the task of organising better and cheaper insurance for all the 8 clubs, and when this was concluded, all clubs (except the LowFlyer Club*, which chose not to participate) were very pleased with the result.

Since Mamil’s appointment as Chairman Jo Coach has been provided an office and secretarial support at the Mamil & Associates business centre, at a 10% discount to standard rates.

(*The LowFlyer Club has indeed been something of a ‘problem child’ for the Association – its Board nominees rarely attend Board meetings, speak little when they do, and the club has often gone in directions at odds with the other seven clubs.)



Meeting 1 - Duties and Responsibilities


At the SBA monthly Board meeting, all were in attendance except the LowFlyer Club nominees, who had not communicated their apologies. CEO Jo Coach arrived 45 minutes late, with no explanation.

In opening the meeting, Chairman Will Mamil made the following statement:

‘I need to inform the Board that, since the last meeting, I have ended our long-standing arrangement with Jim Custer, the external accountant. We didn't have a written contract during the decade he did our books, so there was no cost in terminating the relationship. 
I have entered into a 3-year contract with BM Accountants, at a 10% saving in fees. They operate from an office at my medical specialist services premises.’

Polly Wren, a long-standing and highly respected director from the BlueWing club, said that Jim Custer, who she knew well, had contacted her. Jim stated that he was very disappointed, indeed deeply hurt by what had happened, particularly given his unbroken service to SBA since its inception, and the many things he did for the association at no additional cost. He also said that he knew the SBA directors found comfort in his attendance at Board meetings to explain any directors’ questions re the Finance Report. Jim had said that he wanted nothing further to do with SBA, Polly reported.

Polly asked for more information about BM Accountants. After some to-ing and fro-ing between the Chairman and Polly, Mamil explained that BM Accountants was indeed Becky Mamil, the Chairman’s 21 year old daughter, very recently graduated from her accounting course. SBA was her first client. A number of directors expressed concern about Becky’s lack of real world experience. Will Mamil told them not to worry, as BM Accountants was located at his premises, and he and the SBA CEO would be able to keep a close eye on things. Unfortunately, Jo Coach had not yet arrived at the meeting, and directors were therefore unable to ask her view on this. The meeting moved on…

The Chairman turned to another decision he had taken on behalf of SBA since the last meeting. (Jo Coach was still not in attendance).

The Chairman of BigBurgers, a recently established burger-and-fries company, has approached me with a great sponsorship deal. Their Chairman is Rick Bulbous, whom I know very well. Rick told me about how rapidly the company is expanding its outlets, and that they are looking for a partnership within the community sports sector. As he knew me, he has offered SBA a deal whereby BigBurgers will provide a sponsorship of $50,000 pa in cash for the next three years. 

We can use these funds to build a financial reserve, and in particular provide funds to support facilities and services at all 8 clubs. In return we will put BigBurgers’ logo on all SBA’s communications, and ensure that all 8 member clubs will use BigBurger signage at their club premises and competitions. Rick explained that SBA must be quick to accept the offer, as other sports bodies were definitely interested. I think this is a very good deal.


Polly Wren was the first to speak, stating that $150,000 over three years was indeed money that could be well used to promote and develop their sport, but that her fellow Board members at the BlueWing club would not be happy with BigBurgers as the sponsor. BlueWing had an official and much-publicised position against fast foods, as they promoted SBall as a sport to combat obesity. Her fellow BlueWing director, Johnno Blarster, spoke up angrily in support of Polly, and accused the Chairman of ‘hijacking the decision’.

A number of other directors expressed similar views, although not as strongly as Polly and Johnno. Whilst they sympathised with the anti-obesity argument, their clubs did not at this stage have an official position on the matter as had BlueWing, and they could see the benefits of a $20,000 cash injection per club. Some clubs were in urgent need of improving club premises.

Blarster and Wren pointed out that ‘history was on their side’, with the state government now looking at regulating high-calorie food and beverage advertising. They pointed out that there was a real reputation issue for SBA in going forward with this sponsorship.

Mamil observed out that he had informally agreed the arrangement. Sensing that he ‘had the numbers’, Mamil then moved a formal motion: ‘That the SBA Board agrees to the sponsorship proposal put by BigBurgers.’ Feeling discomfort at humiliating a respected colleague director in Polly Wren, no one seconded the motion. Chairman Mamil then withdrew, and suggested that the Board agree to him holding discussions with the BigBurger Chairman with a view to significantly reducing the SBall clubs’ obligations under the sponsorship to put up BigBurger signage. The Board informally agreed, without taking a vote.

Jo Coach then finally arrived, and sat at the opposite end of the Board table to the Chairman. Directors found this odd, as the CEO had previously always sat at the right hand of the Chairman. She was unusually quiet for the remainder of the meeting, and left as soon as it was finished. Her only contribution was to note that she had had some preliminary approaches from most of her interstate association counterparts seeking comment on the idea that the state SB associations should get together and form a national body. Jo said she would continue to be involved in the discussions and report back to the Board.




Meeting 2 - Finance

Just before the Chairman formally opened the meeting, Polly Wren asked the CEO (again sitting at the opposite end of the table from her Chairman, Will Mamil), why there was no Finance Report in the Board pack, given that to her knowledge this had never ever happened before. Other directors also indicated interest in this question.

The Chairman quickly jumped in, answering Polly’s question, saying that BM Accountants had been very busy, and that Becky Mamil found that Jim Custer had not left any documentation of the accounting system. He said he was confident that things would be in hand soon, and that Ms Mamil would attend the Board meeting shortly and table a summary Financial Report.

The Chairman then opened the meeting, noted the absence without apology of the two LowFlyer directors, and went directly to the BigBurger sponsorship proposal. He said that he had raised the Board’s concerns as expressed at the last Board meeting with BigBurger Chairman, Rick Bulbous. Bulbous had pushed back, pointing out that his company could not and would not act like a charity – they had to receive an appropriate benefit for their sponsorship. He also pointed out there were other sporting associations keen to access the funds. Mamil agreed to come back to the SBA Board. No contract had therefore been signed, and no funds received at this point.

The Board discussed the situation. The two BlueWing directors said that they had raised the matter with their Board, as they had undertaken to do, and that the BlueWing Board was indeed ‘dead against’ the proposal. It could not accept it under any circumstances. Several other directors spoke up against the proposal. The discussion reached no real conclusion. The Chairman said he would go back to BigBurgers again.

Then, CEO Jo Coach, in a quivering voice of obviously constrained anger, stated that she was concerned about the precipitate changeover from Jim Custer to Becky Mamil, the lack of a Finance Report, and that two clubs had spoken to her ‘strictly off-the-record’ about their deteriorating financial position, and that they may be seeking some financial support from SBA. Chairman Mamil asked the directors present which of their clubs were involved. No one spoke up, much to Mamil’s consternation.

Then CEO also explained that there had been further discussion about the possibility of establishing a national SBall association, that the annual membership fee would be $15,000 for each state association, which would be a real stretch for SBA. She would continue being part of the discussions, would not commit the SBA Board, and would report back any developments. The Board gave no guidance to the CEO about any concerns or preferences that they may have.

Just as the CEO was finishing, a flustered Becky Mamil burst into the meeting without knocking, and walked around the table, thrusting a single sheet of paper in front of each director. She then seated herself in the vacant place next to her father.

Chairman: Thank you Ms Mamil for the Finance Report. Are there any aspects that you would like to highlight? 

Becky Mamil: I think it speaks for itself. I have only been able to prepare a highly summarised report for this Board meeting.


The report contained the following:

BALANCE SHEET (end of last month):

Current Assets Current Liabilities
Bank Account $12,000 $3,000**
Accounts Receivable $4,000*


Non-current Assets Non-current Liabilities
Office equipment $1,000 $0


Members’ funds (ie equity)
Accumulated Surpluses $14,000

TOTAL ASSETS $17,000 TOTAL LIABILITIES & EQUITY $17,000


P&L (for the last month):

Revenue $8,000*

Less Expenses $(7,000)

Surplus/(Deficit) $1,000


CASH POSITION (for the last month):
Start of month $13,000
Net cash flow $(1,000)
End of month $12,000


Johnno Blarster:

What on earth do these asterisks mean?

Becky Mamil:

I was just about to say – the single asterisk relates to the possibility of not receiving revenue being the last two months worth of membership fees from 2 clubs. They now owe $4,000 to SBA between them, and the Revenue includes $2,000 of this for the last month alone.

The double asterisk is to reflect that we have received a letter from Jim Custer’s lawyer demanding that we back-pay the superannuation guarantee to Jim’s superannuation fund, on the basis that he was in fact an employee and not an external contractor. The demand is for $6,000. I don’t believe this claim has any merit and therefore have left it out of the Current Liabilities.




Meeting 3 - Risk

The Chairman opened the Board meeting, and welcomed, with a little sarcasm, the presence of the two LowFlyers directors. 

Mamil noted for the Minutes the very sad news that he had telephoned to all directors two days prior – that Jo Coach had advised him of her immediate resignation, resulting from a confirmed diagnosis of a very serious cancer, and the necessity of her starting immediate chemotherapy. Mamil said that whilst he had only worked with Jo as CEO for 8 or so months, he had been very impressed with her work and commitment, and had personally sent and paid for flowers to her on behalf of the SBA Board. The directors gave strong support to Mamil’s sentiments and action.

Chairman Mamil said that there was a very pressing matter that required the Board’s consideration prior to discussing what to do about replacing Jo Coach. He then invited Ronald E Ratick, the Board Chairman of the LowFlyers club, and an SBA director, to put to the SBA Board what he had contacted Mamil about yesterday.

As I explained to our Chairman yesterday, LowFlyers has been struggling financially with declining membership numbers. Also, we had a fire several days ago that has badly damaged our clubrooms. Unfortunately we were not insured. And we can’t hope to maintain, let alone rebuild, the membership base without operational clubrooms. We need SBA to immediately give us an initial $20,000 to stabilise our bank balance and begin fixing our clubrooms, and I am here to formally request this of the SBA Board. As a director of SBA, I strongly recommend this action. 

Grace Plodd, from the No Worries Club, tentatively put up her hand, and when recognised by the Chairman, said that her club was the other one with financial problems……and that No Worries may need $10,000 within a few months months to stave off possible bankruptcy. 

 Mamil said that his initial advice from BM Accountants was that there was no way SBA could find $20,000 now. $10,000 would be the maximum, unless there was a special call of funds from the remaining 6 clubs. He also mentioned in passing that there would be no Finance Report available at this meeting, as Becky Mamil had been extremely busy this past week, still had problems in understanding Jim Custer’s accounting systems, and had been called to urgent business at another client earlier today.

A free-for-all discussion then ensued, which became increasingly heated, with the Chairman barely able to keep control:

  • Polly Wren banged her fist on the table and said that never in SBA’s history had a gift been made to one only club, and that this proposal would only happen ‘over my dead body’. She also asked Ratick about an allegation of inappropriate touching of an under-12 LowFlyer player by a stand-in coach – she had been called by a journalist seeking information. Nothing in it, said Ratick

  • Johnno Blarster back up Wren and accused Ratick of trying to blackmail the SBA Board, and having a conflict-of-interest ‘as big as the Pacific Ocean’

  • Grace Plodd stood up, shaking, and left the meeting



  • Ratick forcefully stated that he was only trying to do the right thing by his own club as well as all the other clubs – what did they all think would be the result of one club going bankrupt? It would negatively affect them all…it was obvious what was the right thing all round to do, that is, support his recommendation

  • Blarster said that Ratick and indeed the LowFlyer Club generally, were ‘worse than useless’, and that the LowFlyer-nominated SBA directors rarely showed up at SBA Board meetings, and only then when they wanted something for their own club - they were ‘bloodsuckers’

  • Some directors started rolling their eyes at the bad blood in the room, and others were staring fixedly at the Board papers in front of them

  • The Chairman called the meeting to order, and demanded that the directors calm down. Blarster stormed out, shouting at the Chairman: Mamil, there is NO WAY this will happen! These people will ruin our association, and the sport with it!...and slammed the Board room door behind him

  • When Ratick began, somewhat emotionally: I…have never been treated like this before…the Chairman decided that enough was enough, called an end to the Board meeting, picked up his papers and went to his office down the corridor.


Almost all Board members (other than Mamil, Grace Plodd, Johnno Blarster, and the LowFlyers directors) walked out of the Mamil & Associates business premises and decided to have a calming drink and chat at the hotel just down the road.

Polly Wren led the discussion. It quickly became clear that almost all the directors present, being a majority of the full Board, wanted a new Chairman, and for the current set of problems to be thought through in a systematic, considered, and balanced way, consistent with the long term interests of both SBA and all of its members.

Eventually, one of the directors asked Polly whether she would take the on Chairman position. Polly said yes, reluctantly, if that was what those present really wanted, but only for a year, and on the basis that they would call a special Board meeting in the near future where they would focus on the key strategic issues, of which there were a number, facing SBA. Those present unanimously agreed.

Polly Wren walked back to the Mamil & Associates building, asked to see Will Mamil, and then informed him that he no longer had the confidence of the clear majority of the SBA Board, and that she would take over the position.

Mamil expressed shock. He said he would have to check the SBA Constitution to see what the provisions were for removing the Chairman. Wren said that it was too late, and walked out, to rejoin the directors. They agreed to meet all day the coming Saturday to address SBA’s strategic challenges.







Meeting 4 (Special meeting) – Strategy

The following Saturday, Polly Wren called the SBA directors to order to begin their strategy/planning session. They were meeting at the BlueWing club rooms. BlueWing’s teams were all playing ‘away’ this day, so the SBA Board had the premises to themselves.

All SBA directors were in attendance, minus the 2 LowFlyers directors. Will Mamil hadn’t at this stage sent in his formal letter of resignation as Chairman and director, notwithstanding Polly’s telephone request that he do so. In any event, Mamil was not at this meeting.

Johnno Blarster had borrowed two large whiteboards from the coaches’ area for the occasion. He had positioned them at the front of the room, with a fresh set of multi-coloured whiteboard markers.

Polly reminded the directors that they had agreed to spend a day talking through what were the strategic issues facing SBA, with a view to agreeing these, their priorities, and a preliminary action plan to address them.

She stepped forward to the first whiteboard, marker in hand……

OK, who wants to make the first contribution?



Monday, 1 May 2017

The most vulnerable South Australians...

Jay Weatherill will go down as one of the least civilised people in South Australia's political and governmental history.

I believe that civilisation very largely reflects society's (and those individuals within it) treatment of the most vulnerable of its members.

This means children and the aged. In particular very young children and those in situations of child abuse. In particular the elderly in care facilities and those in dementia units.

Jay Weatherill has failed on all these counts.

He is a self-interested barbarian.

Wednesday, 12 April 2017

Negative gearing

The Turnbull Government will continue to suffer in the polls whilst it has no approach to improving housing affordability in this country, particularly in Melbourne and Sydney.

Any notion, currently being floated, to allow younger people to access their superannuation savings to buy a house is self-defeating - it will simply push UP housing prices, by adding to demand.

A way of reducing demand in a manner that does NOT damage the ability of first home buyers to compete for houses, and in fact will enhance it, is to reduce the tax advantages of negative gearing to investors, the majority of whom are in any case amongst the wealthier citizens. Why the government thinks it is OK to give tax subsidies to the wealthy is beyond me.

On this I agree with the Labor Party - 'grandfather' existing arrangements, and allow future negative gearing ONLY on newly built properties.