A MEMORANDUM FROM THE NATIONAL BOARD OF THE NHA
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A MEMORANDUM FROM THE NATIONAL BOARD OF THE NHA
3 years 10 months ago
SPECIAL GENERAL MEETING
– A MEMORANDUM FROM THE NATIONAL BOARD OF THE NHA –
YOUR SIGNATURE WILL MAKE THE DIFFERENCE
Dear Member
1. Further to the earlier communications from the Chairlady on 7 and 24 July respectively, this memorandum is being sent to all NHA members from the NHA National Board.
2. As with the previous series of communique from the Chairlady, this is aligned in providing the NHA member with sufficient background and particularity in order to allow for an informed decision when casting your determinable vote at the Special General Meeting (“SGM”) of 1 September 2021.
3. BACKGROUND
3.1 The National Horseracing Authority of Southern Africa (“NHA”) received a written requisition by over the required 100 members in good standing, under letter of The South African National Trainers Association (“SANTA”), for a Special General Meeting (“SGM”) of the members of the NHA in terms of clause 13 of the NHA’S Constitution (“CONSTITUTION”).
3.2 The object of the SGM is to propose and consider approving amendments to the CONSTITUTION pertaining to the format and functioning of the nominations committee, the election and constitution of the NHA’S national board of directors and the abolition of the role of the Racing Control Executive.
3.3 It stands to reason that the requisition and accompanying proposed resolutions for consideration were drafted at the instance of and under the instructions of SANTA under the Chairmanship of trainer Mr T Rivalland and has been publicly spearheaded by SANTA’s legal advisor Mr R J Bloomberg, and Trainer Mr M F de Kock a director of SANTA.
3.4 It is incumbent on the current board of the NHA to explain the consequences of the proposed amendments to the members of the NHA in full and it is the board of the NHA’s opinion that it would be remiss in its duty of care owed to the NHA and the members if it failed to vehemently oppose the proposed amendments to the CONSTITUTION, for the reasons set out herein.
3.5 In the context of South African standards of corporate governance as well as against a backdrop of international standards, all the amendments to the CONSTITUTION as set out by the PROPOSED RESOLUTION, violate the fiduciary obligations of a board as established in South African common law whilst also falling short of the standards set out in KING IV and the principles valued by other national authorities in the industry.
3.6 Put differently, whilst the board is concerned about the dissatisfaction of the signatories the NHA submits that the proposed resolutions are both ill-conceived and irrational and the Members are ill-informed.
4. IMPLICATIONS OF THE PROPOSED RESOLUTIONS
It is imperative that one first understands the impact of the proposed resolutions, more importantly, the effect thereof on the NHA, what it stands for and the manner in which it is so allowed to conduct itself. Naturally, the timing and motives of the requisition of the SGM is blatantly suspicious. The board of directors of the NHA accordingly requested a legal opinion on the implications of the approval of the proposed amendments to the CONSTITUTION and the impact thereof on the administration of the NHA in light of the principles of sound corporate governance, internal standards of best practice and in relation to best practice internationally for similar racing authorities.
The opinion included a review and consideration of the below mentioned key areas, and emphatically concluded that both resolutions must, for the betterment of the industry and stakeholders, be vigorously opposed:
4.1 the Resolutions as proposed;
4.2 the CONSTITUTION;
4.3 King IV Report on Corporate GovernanceTM in South Africa, 2016;
4.4 the International Agreement on Breeding, Racing and Wagering of the International Federation of Horseracing Authorities;
4.5 the Charter of the Asian Racing Federation and
4.6 the Requirements and Guidelines for Gaining and Maintaining Approval as a Thoroughbred Stud Book Version 2.9 (November 2019).
5. RESOLUTIONS
Resolution 1
5.1 Proposes a reconstitution of the Board. If allowed, the Board will thereafter consist of 11 members, 8 of whom “Vested Directors” will be appointed by “Vested Entities”, entities governed by the NHA and 3 persons elected by the members, 1 of whom will be an independent person. Entities entitled to appoint directors will have the right to remove and replace their board appointees, again open to manipulative behaviour. This immediately alerts of a conflict of interest and duty.
5.2 The nominations committee will be comprised solely of directors. Furthermore, only the directors appointed by the members are subject to appointment by the nominations committee.
5.3 The NHA as the regulatory body is charged with maintaining the integrity of and to act in the best interests of South African Horseracing.
5.4 To this end, through a process of development, the common law has imposed a series of duties and responsibilities upon directors, in essence these being:
5.4.1 A set of fiduciary duties, that is the duty to avoid conflicts of interests, to act honestly, to promote the best interests of the company/organization, not to usurp corporate opportunity, not to take secret profits, not to fetter votes and to exercise powers for the purpose for which they were granted and not for any collateral purpose.
5.4.2 The duty of care, skill and diligence, which essentially amounts to the duty to manage the affairs of the company in the same manner as would be done by a reasonably prudent person of business and not for the benefit of some members/stakeholders.
NHA SUBMISSION RE RESOLUTION 1
5.5 The rationale advanced in Resolution 1 is thin, fatuous and without merit. Simply put, it is motivated purely by self-interest. It is, at the very least designed to obfuscate the real purpose behind the resolution, which is to control the narrative on how the CONSTITUTION and the NHA Rules are interpreted for a small group of members favour, to the detriment of other stakeholders.
5.6 Resolution 1 does not conform to the standard of good faith and would be so incongruent with the principles of corporate governance as well as the common-sense approach that it should infuse the concept of conflict of interest. With this in mind, the mere attempt should be firmly rejected and along with it the rejection of Resolution 1.
Resolution 2
5.7 Proposes the deletion of the role of the Racing Control Executive together with all clauses of the CONSTITUTION pertaining thereto. This in a nutshell is a means to an end measure of attempting to remove an individual, not the position. WHY? Solely due to him (Mr Arnold Hyde) carrying out his duties diligently, without fear or favour as is required in terms of the RULES and CONSTITUTION.
5.8 The function, and a long standing one, of the Racing Control Executive is to
act as an independent enforcement agent of the regulatory functions of the NHA. The existence of such a role is a standard adopted by multiple international horseracing regulatory bodies and, as such, is viewed as a matter of best practice.
5.9 By citing the alleged economic feasibility of the role of Racing Control Executive, the proponents are essentially saying that the integrity of the sport is not worth the cost of spending money on. This stance should call into question the value placed by SANTA, motivated by self-interest and its scribes of the PROPOSED RESOLUTION on the integrity of the sport and the industry.
NHA SUBMISSION RE RESOLUTION 2
5.10 The abolition of the role of Racing Control Executive (axiomatically Arnold Hyde) would jeopardize the integrity of the industry and expose thoroughbred horseracing in South Africa to the derision and censure of various international bodies including the potential expulsion of the NHA therefrom.
5.11 There have been numerous public attacks in the media in relation to the current Racing Control Executive, Mr Arnold Hyde. Just because the “elite” few within SANTA or supportive of SANTA do not like Mr Hyde or the outcome of an Inquiry, in respect of which Mr Hyde has no control over, does not warrant a scrapping of the current structure. This clearly highlights that they are playing the man and not the ball. The Rules clearly lay out a grievance procedure to be followed by an aggrieved party in respect of the actions of any Licensed Official. To date no proper complaint has been lodged against the RCE as per the NHA Rules. The RULES also provide for appeal of any decision by and party bound by the decision who may feel aggrieved by such decision.
5.12 All the allegations against Arnold Hyde are devoid of any tangible evidence that suggests:
5.12.1 a dereliction of his duty;
5.12.2 an act(s) outside of the CONSTITUTION;
5.12.3 or a transgression of the NHA Rules.
5.13 There is a need to retain both offices, i.e. the Chief Executive and the Racing Control Executive. The scrapping of the current structure is not in the best interests of horse racing and the PROPOSED RESOLUTION should accordingly be rejected by the members.
6. THE CONSTITUTION
6.1 The NHA is a regulatory body that acts as a regulator for the horseracing industry. During the years prior to 2016 the NHA was faced with the situation where the board was in a captive state in that it was under the control of an elite few who were faced with various conflicted interests as a consequence of such directors having been appointed to the board by institutions with their own agendas and interests which were often not aligned with those of the NHA and/or its objectives.
6.2 The problem was addressed by the careful application of minds to the relevant provisions by crafting and adopting the amended CONSTITUTION on 20 April 2016. As a consequence of the amendments to the CONSTITUTION, the NHA has changed from being an elite club into what is arguably the most balanced (knowledge, skills, expertise, diversity and independence) organization in South African racing.
6.3 The amendments now sought at the SGM substantially has the effect of regressing, destroying or abrogating the very essentials upon which the CONSTITUTION and its principles are premised. Therefore, by necessary implication, the resolutions ought to be impugned.
7. KING IV
7.1 Principle 7 of King IV provides “the governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibility objectively and effectively”.
7.2 It would be almost impossible for a director who is appointed specifically as a representative of members or a representative of a particular group, to act objectively and not in those members’/groups’ interests.
7.3 The proposed resolution 1 flies in the face of King IV whilst striking at the very heart of the integrity and independence of the board. It falls significantly short of the standards set out in King IV.
7.4 Lord Herschell in Bray v Ford [1896] AC 44 at 51 captured the animating idea thus: ‘human nature being what it is, there is a danger, in such circumstances, of the person holding a fiduciary position being swayed by interest rather than duty and thus prejudicing those who he is bound to protect’.
7.5 King IV definition of corporate governance ends with “Ethical and effective leadership should complement and reinforce each other”. Whilst King IV is voluntary in nature, it is incumbent of governing bodies or organizations including the NHA to confirm and manage the organization in compliance with its principles. The NHA does so comply. The proposed amendments will not!
8. INTERNATIONAL STANDARDS
The proposed amendments to the CONSTITUTION shall create a growing divergence, undesirable uncertainty and will have the unavoidable outcome of jeopardizing the contractual terms and relationships with various international authorities, inclusive of:
8.1 International Federation of Horseracing Authorities;
8.2 Asian Racing Federation; and
8.3 International Stud Book Committee
8.4 Local Standards, whereby the Racing Operators are issued race meeting licenses via by the PLA’s (Provincial Licensing Authorities) to stage these meetings under the Rules and Constitution of the NHA. These proposed amendments may certainly attract Government intervention as it was a directive from Government to create a regulator of independence.
9. JOCKEYS AND TRAINERS REPRESENTATION ON INTERNATIONAL BOARD LEVEL
Careful consideration was given to the international approach of the following:
9.1 Hong Kong Jockey Club
9.2 Irish Horseracing Regulatory Board
9.3 British Horseracing Authority
9.4 The Jockey Club Steward (USA)
Horseracing Integrity and Safety Authority (USA)
9.6 Racing SA (Australia)
9.7 South American Organization for the Promotion of Thoroughbred Race
9.8 The narrative is clear that independence and expertise at board level is of paramount importance to the various national authorities. It is also evident that the view taken by the majority of the national authorities is that jockey/trainer representation on a board level would result in conflicting interests, which is unacceptable. Racing Operators are governed by the respective gambling laws and regulations and there is no substantive reason to have racing operators represented on the NHA board. Racing Operators contribute approximately 80% of the funding. As with past experience, the Racing Operators will seek to cut cost to increase profitability regardless of the adverse impact on the NHA and thereby comprising integrity.
9.9 Given the NHA’S objective to “promote and foster co-operation and goodwill with recognized thoroughbred horse racing authorities, Governments and Provincial Governments”, it is incumbent on the NHA to conform with the principles that are valued on an international level. The integrity and independence of the board should, in our opinion, be maintained and protected at all costs.
10. CONCLUSION
10.1 Integrity must remain the bedrock that the horseracing industry is built on. Those that are policed (monitored) in the Sport cannot simultaneously be the Police (monitors), just as the PLAYER cannot simultaneously be the REFEREE. This scenario would have severe consequences relating to the confidence that existing and potential investors may have in the product. There would also be negative implications for the safety of riders in races and the welfare of horses, both crucial to the sustenance of the Sport.
10.2 The proposed changes go against the very essence of the NHA’s standing as an independent regulatory body and its integrity standards.
10.3 The Board urges members to consider the proposed changes very thoroughly, from both domestic and international perspectives, because of their impact on the racing industry as a whole.
10.4 Governance is the manner in how an organisation is controlled and directed, such that the following outcomes of an ethical culture, good performance, effective control and legitimacy are achieved. Governance starts and ends in the boardroom!
The independence of the NHA is sacrosanct.
10.5 Those members who have supported the promotors by being signatories did not have the benefit of “hearing the other side”. It seems that SANTA’s ultimate objective is to CAPTURE the NHA. You, the Member, still have an opportunity to stand up for integrity and good governance.
Now all the members will be able to make an informed decision and to cast a vote against both resolutions. Proxy forms will be distributed from 10 August 2021. Your signature to oppose both resolutions will assure the sustainability of the horse racing industry.
The National Board of the NHA thank you for considering the contents of this memorandum with further communication to follow on or before 10 August 2021.
Best regards,
The National Board of Directors of The National Horseracing Authority
Mrs Susan Rowett – (Chairlady) Member
Mr Ken Truter – Member
Mr Rikesh Sewgoolam – Member
Mr Satch Mathen – Member
Prof Ian Sanne – Member
Dr Ashley Parker – Member
Mr Dave Rosevear – Member
Adv Christiaan van der Merwe – Independent
Mr Nithia Nalliah – Independent
Mr Motswasele Mogotsi – Independent
Mr Vee Moodley – Executive
Mr Arnold Hyde – Executive
Should Members wish to access any previous communications regarding the Special General Meeting, kindly click on the link below.
www.nhra.co.za/index.php/sgm-01-september-2021
– A MEMORANDUM FROM THE NATIONAL BOARD OF THE NHA –
YOUR SIGNATURE WILL MAKE THE DIFFERENCE
Dear Member
1. Further to the earlier communications from the Chairlady on 7 and 24 July respectively, this memorandum is being sent to all NHA members from the NHA National Board.
2. As with the previous series of communique from the Chairlady, this is aligned in providing the NHA member with sufficient background and particularity in order to allow for an informed decision when casting your determinable vote at the Special General Meeting (“SGM”) of 1 September 2021.
3. BACKGROUND
3.1 The National Horseracing Authority of Southern Africa (“NHA”) received a written requisition by over the required 100 members in good standing, under letter of The South African National Trainers Association (“SANTA”), for a Special General Meeting (“SGM”) of the members of the NHA in terms of clause 13 of the NHA’S Constitution (“CONSTITUTION”).
3.2 The object of the SGM is to propose and consider approving amendments to the CONSTITUTION pertaining to the format and functioning of the nominations committee, the election and constitution of the NHA’S national board of directors and the abolition of the role of the Racing Control Executive.
3.3 It stands to reason that the requisition and accompanying proposed resolutions for consideration were drafted at the instance of and under the instructions of SANTA under the Chairmanship of trainer Mr T Rivalland and has been publicly spearheaded by SANTA’s legal advisor Mr R J Bloomberg, and Trainer Mr M F de Kock a director of SANTA.
3.4 It is incumbent on the current board of the NHA to explain the consequences of the proposed amendments to the members of the NHA in full and it is the board of the NHA’s opinion that it would be remiss in its duty of care owed to the NHA and the members if it failed to vehemently oppose the proposed amendments to the CONSTITUTION, for the reasons set out herein.
3.5 In the context of South African standards of corporate governance as well as against a backdrop of international standards, all the amendments to the CONSTITUTION as set out by the PROPOSED RESOLUTION, violate the fiduciary obligations of a board as established in South African common law whilst also falling short of the standards set out in KING IV and the principles valued by other national authorities in the industry.
3.6 Put differently, whilst the board is concerned about the dissatisfaction of the signatories the NHA submits that the proposed resolutions are both ill-conceived and irrational and the Members are ill-informed.
4. IMPLICATIONS OF THE PROPOSED RESOLUTIONS
It is imperative that one first understands the impact of the proposed resolutions, more importantly, the effect thereof on the NHA, what it stands for and the manner in which it is so allowed to conduct itself. Naturally, the timing and motives of the requisition of the SGM is blatantly suspicious. The board of directors of the NHA accordingly requested a legal opinion on the implications of the approval of the proposed amendments to the CONSTITUTION and the impact thereof on the administration of the NHA in light of the principles of sound corporate governance, internal standards of best practice and in relation to best practice internationally for similar racing authorities.
The opinion included a review and consideration of the below mentioned key areas, and emphatically concluded that both resolutions must, for the betterment of the industry and stakeholders, be vigorously opposed:
4.1 the Resolutions as proposed;
4.2 the CONSTITUTION;
4.3 King IV Report on Corporate GovernanceTM in South Africa, 2016;
4.4 the International Agreement on Breeding, Racing and Wagering of the International Federation of Horseracing Authorities;
4.5 the Charter of the Asian Racing Federation and
4.6 the Requirements and Guidelines for Gaining and Maintaining Approval as a Thoroughbred Stud Book Version 2.9 (November 2019).
5. RESOLUTIONS
Resolution 1
5.1 Proposes a reconstitution of the Board. If allowed, the Board will thereafter consist of 11 members, 8 of whom “Vested Directors” will be appointed by “Vested Entities”, entities governed by the NHA and 3 persons elected by the members, 1 of whom will be an independent person. Entities entitled to appoint directors will have the right to remove and replace their board appointees, again open to manipulative behaviour. This immediately alerts of a conflict of interest and duty.
5.2 The nominations committee will be comprised solely of directors. Furthermore, only the directors appointed by the members are subject to appointment by the nominations committee.
5.3 The NHA as the regulatory body is charged with maintaining the integrity of and to act in the best interests of South African Horseracing.
5.4 To this end, through a process of development, the common law has imposed a series of duties and responsibilities upon directors, in essence these being:
5.4.1 A set of fiduciary duties, that is the duty to avoid conflicts of interests, to act honestly, to promote the best interests of the company/organization, not to usurp corporate opportunity, not to take secret profits, not to fetter votes and to exercise powers for the purpose for which they were granted and not for any collateral purpose.
5.4.2 The duty of care, skill and diligence, which essentially amounts to the duty to manage the affairs of the company in the same manner as would be done by a reasonably prudent person of business and not for the benefit of some members/stakeholders.
NHA SUBMISSION RE RESOLUTION 1
5.5 The rationale advanced in Resolution 1 is thin, fatuous and without merit. Simply put, it is motivated purely by self-interest. It is, at the very least designed to obfuscate the real purpose behind the resolution, which is to control the narrative on how the CONSTITUTION and the NHA Rules are interpreted for a small group of members favour, to the detriment of other stakeholders.
5.6 Resolution 1 does not conform to the standard of good faith and would be so incongruent with the principles of corporate governance as well as the common-sense approach that it should infuse the concept of conflict of interest. With this in mind, the mere attempt should be firmly rejected and along with it the rejection of Resolution 1.
Resolution 2
5.7 Proposes the deletion of the role of the Racing Control Executive together with all clauses of the CONSTITUTION pertaining thereto. This in a nutshell is a means to an end measure of attempting to remove an individual, not the position. WHY? Solely due to him (Mr Arnold Hyde) carrying out his duties diligently, without fear or favour as is required in terms of the RULES and CONSTITUTION.
5.8 The function, and a long standing one, of the Racing Control Executive is to
act as an independent enforcement agent of the regulatory functions of the NHA. The existence of such a role is a standard adopted by multiple international horseracing regulatory bodies and, as such, is viewed as a matter of best practice.
5.9 By citing the alleged economic feasibility of the role of Racing Control Executive, the proponents are essentially saying that the integrity of the sport is not worth the cost of spending money on. This stance should call into question the value placed by SANTA, motivated by self-interest and its scribes of the PROPOSED RESOLUTION on the integrity of the sport and the industry.
NHA SUBMISSION RE RESOLUTION 2
5.10 The abolition of the role of Racing Control Executive (axiomatically Arnold Hyde) would jeopardize the integrity of the industry and expose thoroughbred horseracing in South Africa to the derision and censure of various international bodies including the potential expulsion of the NHA therefrom.
5.11 There have been numerous public attacks in the media in relation to the current Racing Control Executive, Mr Arnold Hyde. Just because the “elite” few within SANTA or supportive of SANTA do not like Mr Hyde or the outcome of an Inquiry, in respect of which Mr Hyde has no control over, does not warrant a scrapping of the current structure. This clearly highlights that they are playing the man and not the ball. The Rules clearly lay out a grievance procedure to be followed by an aggrieved party in respect of the actions of any Licensed Official. To date no proper complaint has been lodged against the RCE as per the NHA Rules. The RULES also provide for appeal of any decision by and party bound by the decision who may feel aggrieved by such decision.
5.12 All the allegations against Arnold Hyde are devoid of any tangible evidence that suggests:
5.12.1 a dereliction of his duty;
5.12.2 an act(s) outside of the CONSTITUTION;
5.12.3 or a transgression of the NHA Rules.
5.13 There is a need to retain both offices, i.e. the Chief Executive and the Racing Control Executive. The scrapping of the current structure is not in the best interests of horse racing and the PROPOSED RESOLUTION should accordingly be rejected by the members.
6. THE CONSTITUTION
6.1 The NHA is a regulatory body that acts as a regulator for the horseracing industry. During the years prior to 2016 the NHA was faced with the situation where the board was in a captive state in that it was under the control of an elite few who were faced with various conflicted interests as a consequence of such directors having been appointed to the board by institutions with their own agendas and interests which were often not aligned with those of the NHA and/or its objectives.
6.2 The problem was addressed by the careful application of minds to the relevant provisions by crafting and adopting the amended CONSTITUTION on 20 April 2016. As a consequence of the amendments to the CONSTITUTION, the NHA has changed from being an elite club into what is arguably the most balanced (knowledge, skills, expertise, diversity and independence) organization in South African racing.
6.3 The amendments now sought at the SGM substantially has the effect of regressing, destroying or abrogating the very essentials upon which the CONSTITUTION and its principles are premised. Therefore, by necessary implication, the resolutions ought to be impugned.
7. KING IV
7.1 Principle 7 of King IV provides “the governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibility objectively and effectively”.
7.2 It would be almost impossible for a director who is appointed specifically as a representative of members or a representative of a particular group, to act objectively and not in those members’/groups’ interests.
7.3 The proposed resolution 1 flies in the face of King IV whilst striking at the very heart of the integrity and independence of the board. It falls significantly short of the standards set out in King IV.
7.4 Lord Herschell in Bray v Ford [1896] AC 44 at 51 captured the animating idea thus: ‘human nature being what it is, there is a danger, in such circumstances, of the person holding a fiduciary position being swayed by interest rather than duty and thus prejudicing those who he is bound to protect’.
7.5 King IV definition of corporate governance ends with “Ethical and effective leadership should complement and reinforce each other”. Whilst King IV is voluntary in nature, it is incumbent of governing bodies or organizations including the NHA to confirm and manage the organization in compliance with its principles. The NHA does so comply. The proposed amendments will not!
8. INTERNATIONAL STANDARDS
The proposed amendments to the CONSTITUTION shall create a growing divergence, undesirable uncertainty and will have the unavoidable outcome of jeopardizing the contractual terms and relationships with various international authorities, inclusive of:
8.1 International Federation of Horseracing Authorities;
8.2 Asian Racing Federation; and
8.3 International Stud Book Committee
8.4 Local Standards, whereby the Racing Operators are issued race meeting licenses via by the PLA’s (Provincial Licensing Authorities) to stage these meetings under the Rules and Constitution of the NHA. These proposed amendments may certainly attract Government intervention as it was a directive from Government to create a regulator of independence.
9. JOCKEYS AND TRAINERS REPRESENTATION ON INTERNATIONAL BOARD LEVEL
Careful consideration was given to the international approach of the following:
9.1 Hong Kong Jockey Club
9.2 Irish Horseracing Regulatory Board
9.3 British Horseracing Authority
9.4 The Jockey Club Steward (USA)
Horseracing Integrity and Safety Authority (USA)
9.6 Racing SA (Australia)
9.7 South American Organization for the Promotion of Thoroughbred Race
9.8 The narrative is clear that independence and expertise at board level is of paramount importance to the various national authorities. It is also evident that the view taken by the majority of the national authorities is that jockey/trainer representation on a board level would result in conflicting interests, which is unacceptable. Racing Operators are governed by the respective gambling laws and regulations and there is no substantive reason to have racing operators represented on the NHA board. Racing Operators contribute approximately 80% of the funding. As with past experience, the Racing Operators will seek to cut cost to increase profitability regardless of the adverse impact on the NHA and thereby comprising integrity.
9.9 Given the NHA’S objective to “promote and foster co-operation and goodwill with recognized thoroughbred horse racing authorities, Governments and Provincial Governments”, it is incumbent on the NHA to conform with the principles that are valued on an international level. The integrity and independence of the board should, in our opinion, be maintained and protected at all costs.
10. CONCLUSION
10.1 Integrity must remain the bedrock that the horseracing industry is built on. Those that are policed (monitored) in the Sport cannot simultaneously be the Police (monitors), just as the PLAYER cannot simultaneously be the REFEREE. This scenario would have severe consequences relating to the confidence that existing and potential investors may have in the product. There would also be negative implications for the safety of riders in races and the welfare of horses, both crucial to the sustenance of the Sport.
10.2 The proposed changes go against the very essence of the NHA’s standing as an independent regulatory body and its integrity standards.
10.3 The Board urges members to consider the proposed changes very thoroughly, from both domestic and international perspectives, because of their impact on the racing industry as a whole.
10.4 Governance is the manner in how an organisation is controlled and directed, such that the following outcomes of an ethical culture, good performance, effective control and legitimacy are achieved. Governance starts and ends in the boardroom!
The independence of the NHA is sacrosanct.
10.5 Those members who have supported the promotors by being signatories did not have the benefit of “hearing the other side”. It seems that SANTA’s ultimate objective is to CAPTURE the NHA. You, the Member, still have an opportunity to stand up for integrity and good governance.
Now all the members will be able to make an informed decision and to cast a vote against both resolutions. Proxy forms will be distributed from 10 August 2021. Your signature to oppose both resolutions will assure the sustainability of the horse racing industry.
The National Board of the NHA thank you for considering the contents of this memorandum with further communication to follow on or before 10 August 2021.
Best regards,
The National Board of Directors of The National Horseracing Authority
Mrs Susan Rowett – (Chairlady) Member
Mr Ken Truter – Member
Mr Rikesh Sewgoolam – Member
Mr Satch Mathen – Member
Prof Ian Sanne – Member
Dr Ashley Parker – Member
Mr Dave Rosevear – Member
Adv Christiaan van der Merwe – Independent
Mr Nithia Nalliah – Independent
Mr Motswasele Mogotsi – Independent
Mr Vee Moodley – Executive
Mr Arnold Hyde – Executive
Should Members wish to access any previous communications regarding the Special General Meeting, kindly click on the link below.
www.nhra.co.za/index.php/sgm-01-september-2021
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- Bob Brogan
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Re: A MEMORANDUM FROM THE NATIONAL BOARD OF THE NHA
3 years 10 months ago
Good morning
Further to yesterday's email about The Centaurian's views on the Special General Meeting called by SANTA, Henk Leyenaar kindly sent the above pdf file which is the NHA Memorandum to NHA Board members.
Henk has been following this issue since day one and his thoughts are set out below:
"As I have read it all since day one it is all about the rules & regulations of the NHRA, which their employees enforce, but as I read said proposals of the SANTA it reminded me of ANIMAL FARM, everyone is equal, but in fact there are those that want to be more equal than others?
"Since being in racing from the 60’s it was drummed into me, that the NHA rules & regulations are to be followed to the letter and they apply to everyone connected in racing, no matter who you are.
"Said rules and regulations ensure that our sport, horse racing, has an Authority called NHA, run by a board of people, who are appointed or elected, as per the NHA rules and regulations. They should be of the quality of being honest and having strong moral principles, to ensure that the employees of the NHA, are of the same quality, and have a clear understanding of said rules and regulations so that they can enforce said rules and regulations as duties of the NHA.
"If the NHA surrounds itself with honest people, this allows integrity to permeate the air and then they take responsibility. However, we must all realise everyone can make mistakes, which is true in both personal and professional life.
"These said rules were prepared by our forefathers and some are very archaic in this day and age. i.e. Horse Feed was not ready mixed in those days, this seems to be the high point of it all?
"There is always room for change, but use the rules and regulations of the NHA?
"So, if both bodies show some integrity, it means admitting to these mistakes and not being afraid to say, 'I’m sorry, I got that wrong.'
"The rules and regulations must guide us to what has to be changed, what is wrong and what is right, but the NHA has to be an independent authority/regulator policing horse racing.
"If no settlement is reached, I hate to consider the consequences of the outcome of the SGM, as it will result in losing control of horse racing - just look at the enquiry into other sports i.e. (cricket and rugby)."
HWL
Further to yesterday's email about The Centaurian's views on the Special General Meeting called by SANTA, Henk Leyenaar kindly sent the above pdf file which is the NHA Memorandum to NHA Board members.
Henk has been following this issue since day one and his thoughts are set out below:
"As I have read it all since day one it is all about the rules & regulations of the NHRA, which their employees enforce, but as I read said proposals of the SANTA it reminded me of ANIMAL FARM, everyone is equal, but in fact there are those that want to be more equal than others?
"Since being in racing from the 60’s it was drummed into me, that the NHA rules & regulations are to be followed to the letter and they apply to everyone connected in racing, no matter who you are.
"Said rules and regulations ensure that our sport, horse racing, has an Authority called NHA, run by a board of people, who are appointed or elected, as per the NHA rules and regulations. They should be of the quality of being honest and having strong moral principles, to ensure that the employees of the NHA, are of the same quality, and have a clear understanding of said rules and regulations so that they can enforce said rules and regulations as duties of the NHA.
"If the NHA surrounds itself with honest people, this allows integrity to permeate the air and then they take responsibility. However, we must all realise everyone can make mistakes, which is true in both personal and professional life.
"These said rules were prepared by our forefathers and some are very archaic in this day and age. i.e. Horse Feed was not ready mixed in those days, this seems to be the high point of it all?
"There is always room for change, but use the rules and regulations of the NHA?
"So, if both bodies show some integrity, it means admitting to these mistakes and not being afraid to say, 'I’m sorry, I got that wrong.'
"The rules and regulations must guide us to what has to be changed, what is wrong and what is right, but the NHA has to be an independent authority/regulator policing horse racing.
"If no settlement is reached, I hate to consider the consequences of the outcome of the SGM, as it will result in losing control of horse racing - just look at the enquiry into other sports i.e. (cricket and rugby)."
HWL
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