Dear Concerned Residents,
I am writing to ask you all to please attend tomorrow night (Monday 27th November) the 2023 Annual General Meetings of Sandhurst Club Limited and Sandhurst Holdings (Australia) Limited - held at 6:00pm & 7:00pm (AEDT) respectively on Monday 27 November 2023.
It is important that a large show of numbers at the typically poorly attended AGM demonstrates that we are united and engaged in decision making at Sandhurst and importantly we wish to see all political activism at Sandhurst stopped.
We hope everyone has voted and had their say in who should represent them on the Board(s) for the next 3 years. We hope to see change, and whilst we stayed low key during the voting due to the rules imposed on us, we have not given up the change narrative and will continue to push the Board, regardless of the voting outcome.
Please note we have formally asked an extensive list of questions to be answered - questions that have been fed through to us by various members and concerned residents. Whilst they will not likely be addressed in full at the AGM, we do hope to see some answers given, and will continue to ask the challenging questions going forward.
The days when Sandhurst shareholders sit back and suck it up are in the past. Quite aside from the long list of grievances, two successive years of substantial loss and leaders falling on their swords, is enough to justify a change in direction and leadership. Let's keep supporting each other and stand up for each other and we will be successful. Grit and tenacity is the secret ingredient, and where we will prevail over time. We aren't going anywhere - we live and play here. We are invested - financially as well as emotionally.
This is most definitely OUR land - and we will not say it really belongs to anyone else who may or may not have been here centuries ago.
Below is the list of questions sent to the Company Secretary and her reply. We hope to see you all at the AGM(s).
The major concern raised is regarding whether Malcolm Thompson is suitable to be on the Board when he is reportedly (according to out of control rumors) unfit to work as a teacher either due to mental fitness or improper conduct. Either situation brings to bear the question as to whether he is a fit company director by the standards set by ASIC. If this could be clarified to shareholders satisfaction during the meeting that means we can move on and stop the gossip - or excuse him from the Board, whichever is the correct action to take. Resolving this issue publicly will bring some peace to Shareholders who are currently seeking change and more accountability from their Board and wanting to rebuild trust that has been lost due to numerous decisions that have divided and upset the community.
I thank you in advance and seek answers to these questions during the AGM on behalf of Sandhurst shareholders who have charged me to raise these issues in a formal setting.
Governance
Why did the Board find it necessary to take out Directors Insurance?
Will the Board implement KPI’s for itself, management and committees?
Will the Board change the 3 year term for a Board member and include a mandatory nomination if KPI’s are not met?
Will the Board remove Non-disclosure agreements and allow committees to provide information to constituents?
Will the Board implement a formal consultation and voting process for all major developments or expenditure?
Will the Board implement a transparent grievance process?
Will the Board implement a transparent feedback process?
Are they willing to apologise for not consulting with members on the indigenous recognition, plaque and flag?
Why isn’t the Board revealing all of the subplans that underpin the 2028 Strategic Plan – which has no detail – just refers to other documents not released? What is the big secret about what is being planned and not suitable to tell resident or golf shareholders?
Why is it important that both Boards comprise the same individuals? It appears this is a clear conflict of interest where the owners of the Sandhurst assets dictate entirely what the lessors of the assets can and can’t do with those assets and how. All decisions made by the asset owners are in favour of the asset owners interests and not the lessors interests. We suggest a constitutional review is required and a separation of powers be defined so asset owners own the assets and the lessors determine how they are used and by whom not the asset owners. Happy to put this forward as a motion and/or present this proposition to ASIC for determination.
Board Elections
Why does the Board set the KPI for successful Board election voting at a very low 200 votes?
Is there a plan the Board can implement in time for the next election to increase voter participation to a minimum of 50% of shareholders and remove the ongoing pattern of election mishaps?
Does the Board consider the current vote valid given the 2023 voting mishaps which include: confusing instructions, wrong instructions, wrong forms, mismatched electronic and digital voting forms and instructions, voting and other links not working, vero voting not responding to questions, no advertising around the club/residential estate to boost votes happening (not how to vote – just to actually vote), specific rules prohibiting candidates from discussing why they are running, voting forms changed on the fly because just one shareholder complained about the wording and form layout/voting options?
Information
Can the Board advise how many residents actually play golf or use the pool/tennis/childcare/hospitality on site?
How many non residents use the same facilities?
Will the Board commit to a shareholder portal and publish all correspondence, plan, budgets, financials, minutes to that portal for shareholders to be informed?
Will the Board commit to providing more information about the club on the shareholders portal including, but not limited to, vision/values/mission, financials by cost centres, KPI’s, plans, budgets, bylaws, committee charters, minutes from Board meeting, committee meeting, member & shareholder numbers by class?
In a survey of members, we found there is a strong call for the Board to share information with shareholders and be more accountable, transparent, consultative (ask don’t tell) and communicate more regularly and clearly. What will the Board commit to do to answer this call from shareholders?
In the same survey, members strongly held the view they should be prioritised over non members – so a members first mentality should always prevail in decision making (over non members). How can the Board satisfy members in this regard going forward?
Facilities
Will the Board implement a check in process for sporting club facilities to ensure only those permitted can gain access (e.g. to the gym or pool)?
Will the Board survey shareholders for what service they would like to see at the club ?
Lawn Bowls, Bocce, Day Spa, permanent Spin Bikes, Café, Convenience Store etc
ARC & Bylaws
Will the Board update ARC members to be more represented of the estate?
Will the Board ask the ARC to update its guidelines to be more in line with current trends?
Will the Board explain why ARC standards & bylaws are not being enforced?
If not, why have the ARC and bylaws?
Service
Will the Board implement a transparent service standard for all aspects of the club?
Heydays
Will the Board make HeyDays are more family friendly every day price offering to increase local usage for everyday rather than special occasions?
Creative Cost Reduction
Will the Board introduce a fishing competition before they Euthanize fish in the water ways?
Will the Board canvass residents and shareholder to volunteer service in which they are experts?
Committees & Resident representatives
Is there a Committee Charter by with the committees must operate including how they consult with their constituents?
Why don’t the resident committee meet with residents to more fully understand residents’ issues rather than simply their own views?
Why don’t the resident committee members welcome new residents any more?
The Club employs lots of people to make golfers experiences fabulous – why is there no paid residents advocate or liaison or activities director responsible for resident experiences? If there is one, they don’t seem to do anything that cuts through…
Politics & Scope
Will the Board permanently rule out flying of the Indigenous flag and installing a recognition plaque?
Will the Board agree to remove “Welcome to Country” & “acknowledgement of traditional custodians/owners” from all of the clubs meetings and functions?
Will the Board and the club in general refrain from engaging in any political actions, events or endeavours?
Will the Board acknowledge, and limit is focus to the efficient management of the club on behalf of its shareholders?
Will the Board explain the reason for playing a role in promotion of alternative estates like Wedge Rd?
Will the Board put shareholders and members first in club operations to ensure they always have access to all facilities ahead of non-members or non-paying users such as staff?
Pool & Health Club
Why is maintenance and cleaning at the pool not given priority?
Eg. Why is the pool not vacuumed each night (band aids are not pleasant to swim with)?
Why is the pool deck not pressure washed regularly?
Why are half the lights out in the pool area?
Why are windows in the pool area cleaned by a window washer when there are 3 staff standing around?
Why is there mould in the steam room?
Why is the outside of the pool glass not cleaned regularly?
Why is major maintenance to the pool being done in Summer during school holidays?
Will you publish the pool maintenance schedule for members to see?
Why are there always staff at the counter chatting or practising their golf swing? Do they not have a punch list of tasks to do during their shifts?
Why are non residents given priority pool access in key times such as swimming lessons, pool parties etc?
Why is the schedule of swimming lessons and group water fitness not made easily available to members wishing to plan their time to avoid lesson times? The information on the pool deck is incorrect/out of date and you need to be on the pool deck to read it even if it were up to date. Why not load it on the website and keep it current?
Why is the entrance of the health club crammed with just golf stuff? Why not accommodate the interests of all users of the space including those who do not play golf – swimmers/tennis/basketball players or gym enthusiasts to make everyone feel welcome and part of the Sandhurst Club experience?
Marketing
Is there a marketing plan? What is the budget?
Can it be made available to shareholders?
Does the club believe using Paige Spiranac to do information videos was appropriate?
Does the Board think some members or shareholders may have been offended by Paige Spiranac, especially the female residents/golfers?
Security
Please advise scope of security services, response times etc?
Crime on the estate is escalating, what is being done about it?
Staffing and Personnel
Can the Board explain why there has been a dramatic increase in wages costs across both Sandhurst companies?
What KPIs are in place to ensure targets and standards are met?
Staff benefits are ridiculously more than resident shareholders get and are not in line with expectations of residents.
Has the cost of these staff rewards been tracked financially – if so what are these costs annually?
Will the Board agree to scrap all staff benefits and return to remunerating staff according the federal awards?
Financials and shareholder value
Why are the published annual report financials different in the following years published financial report (for the previous year)? Eg. 2022 numbers are different in the 2022 and 2023 published annual reports. Same applies to 2021 financials.
What is being done to turn around the losses made in the past 2 years?
Why are the forward budgets not published for interested shareholders to view?
Why are the expenditure on estate versus golf assets not clear in the financials?
Specifically, what is being done to reduce costs/wages/overheads going forward and improve productivity and standards of service?
Specifically what if anything is being done to reduce resident shareholder costs which are increasing each year (and we are still making a loss)?
Why do residents pay $4.5K for less benefits than staff get?
Why can non-residents pay $1K p.a. to use our facilities – when residents pay approx. $4.5K for virtually the same privileges plus 2 games of golf?
If $1K is the commercial rate for use of our health club and pool then how can the remaining $3.5K of resident fees be justified?
Can we have a breakdown of how the $4.5K resident fees are being used to benefit residential estate versus golf assets versus hospitality?
Specifically, what proportion of the resident fees are used to support golf maintenance, golf services, golf facilities and hole/golf infrastructure redevelopment works? Does this amount sit commercially in the zone with offering 2 golf games per annum to resident shareholders and only on non-peak days when rates are lower?
Will the Board look at ensuring resident shareholders receive the most benefits at the club not the least benefits and in line with value for the fees being invoiced?
Company Secretary's Reply
This email is to acknowledge receipt of questions you have lodged on behalf of members and shareholders you claim you are representing.
Where questions may relate to governance/operational items during the Chairman and CEO's address, key themes from your questions may be considered.
Time permitting, other questions from your six page submission may be addressed either under Other Business and/or be published on the Company's website, post AGM.
In relation to your query regarding the procedure to make motions to vote at the meeting, I encourage you to seek legal counsel to assist your requirements as no formal motion was outlined in your document.
Kind Regards,
Sonia Joksimovic | Principal, Corporate Secretarial Services
Boardroom Matters Pty Ltd
M: +61 448 445 656