Scottish Hockey Board Statement

At a meeting held on 2 March 2022, the Scottish Hockey Board (the Board) has, pursuant to Article 23.2 of the company’s Articles of Association voted by a majority of 6 votes to 1 in favour of the resolution to suspend director Wendy Justice from the Board with immediate effect for the period until the next AGM.

The meeting of the Board, conducted in the presence of sportscotland; the Scottish Hockey President; and Vice-President, found that Wendy Justice had failed in her statutory duties as a director under the Companies Act 2006 as follows:

  • Section 171 – Duty to Act within Powers
  • Section 172 – Promote the success of the company
  • Section 173 – Duty to exercise independent judgement
  • Section 175 – Duty to avoid conflicts of interest

In coming to this resolution, the Board was conscious that Wendy had in all matters tried to proceed from a desire to benefit and improve Scottish Hockey. However, directors of a limited company, such as Scottish Hockey, are under certain statutory duties and their actions must be in accordance with these duties at all times.

The Board is hopeful that Wendy will remain a positive voice for improvement in Scottish Hockey.

The minutes of the meeting are available here: Minutes-of-Board-Meeting-2-Mar-22

Legal decision-making processes of Scottish Hockey

Amongst the recommendations from the Member Engagement Survey, carried out in 2021, we were asked to develop role clarity for the Chair, Chief Executive and President, as well as clarifying the Governance Structure. The Board would like to use this opportunity to communicate for clarity the legal decision-making processes of the company.

The Scottish Hockey Union Limited (Scottish Hockey) is a company limited by guarantee legally incorporated in Scotland under the Companies Act 2006 (the Act). Under the company’s objectives it is responsible primarily as the governing body for all hockey related activity in Scotland and the promotion of those interests.

The directors of Scottish Hockey are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company pursuant to its Articles and in accordance with the Act. The directors are themselves therefore bound by the requirements of the Articles and the Act.

While the Articles permit directors to be appointed to the Board by a variety of means, including by appointment of the members, all directors are then equally required to adhere to the requirements of the Articles and the Act and to therefore act independently and in the best interests of the Company (i.e. “Director” is defined in Article 1 as being “a director of the Union, and includes any person occupying the position of director, by whatever name called”).

All directors appointed to the Board must comply with their statutory duties under the Act, including, but not limited to, ensuring that they act in the best interests of the company, Scottish Hockey, and to avoid conflicts of interest.

The Board ensures the executive team led by the Chief Executive Officer (CEO) has the support and guidance to deliver its strategic objectives agreed by the Board. The Board checks and challenges the executive team against these objectives based on comprehensive reports prepared by the executive for Board meetings.

The CEO and the executive team have delegated powers and contractual responsibility to make all operational and day-to-day decisions they feel are best for the company. These decisions are expected to be made on a reasonable basis having carried out appropriate due diligence and considering and acting in the best interests of the company.

The CEO is accountable to the Chair of the Board and the executive team is accountable to the CEO. In addition, the Board reserves certain matters to itself as the ultimate decision-making body.

The President and Vice-President are not directors of Scottish Hockey and do not have a vote on strategic decisions at Board level. However, they are important conduits for relaying information to and from the membership, which aid strategic and operational decision-making and are the membership’s first point of contact for issues they wish raised to the Board.

Members can add valuable knowledge and insight into Scottish Hockey’s strategic direction via a number of avenues, such as:

  • strategic consultation – this commences for our next strategy from April 2022 onwards and shall be in the form of forums and surveys;
  • the Scottish Hockey AGM;
  • direct communication with the Scottish Hockey executive team and/or the President and Vice-President;
  • via sub-committees of the Scottish Hockey Board. These can make recommendations and give insight to the board. Sub-committees are established at the discretion of the Board;
  • via advisory groups. These are established and utilised at the discretion of the CEO and can make recommendations and give insight to the executive team; and
  • member engagement surveys – to which Scottish Hockey will endeavour to respond to achievable aspects.

 

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