Dear NHA Member
On 15 June 2021 the National Board resolved to call a Special General Meeting (“SGM”) to be held on 1 September 2021, for purposes of discussing and voting on proposed amendments to the Constitution of the NHA. The Board will in due course give notice of the SGM in terms of clause 12.3 of the Constitution.
The purpose of this communique is to give members some background to a written requisition of members accompanied by a letter of the South African National Trainers Association NPC ("SANTA"). Although SANTA has no official standing within the NHA, the requisition was signed by the requisite number of members in terms of clause 13 of the Constitution and the Board was compelled to call the SGM. (Click here for written requisition notice).
It is appropriate to look back at the history of The Jockey Club / the NHA. Members may recall that the Constitution of the NHA was significantly amended some fifteen (15) or more years ago, pursuant to which the affairs of the NHA were restructured. Regional Boards were done away with and the membership of the NHA was broadened to include, inter alia, all Colour Holders. As part of that process, various stakeholders within the industry were afforded the right to nominate representatives to the Board of the NHA. Those stakeholders included the Racing Operators, the Thoroughbred Breeders Association and the Racing Association. These arrangements continued to 2016.
At the time, the National Board explained the necessity for further integral change of the above system as follows:
“Whilst it was always recognised that the presence of nominated representatives from various stakeholders within the industry would lead to certain tensions, it was always hoped that those tensions might prove to be manageable. Events have shown, unfortunately, that the conflicts of interest have proved to be extremely difficult to manage. Indeed, the tensions created by these conflicts have reached a point … where the conflicts are compromising the ability of the Board of the NHA to conduct its affairs and where the Board, in certain respects, is threatening to become dysfunctional.
In addition to the above, it has become apparent … that the election process relevant to the election of Board members is functioning unsatisfactorily. It has proved increasingly difficult to secure nominations from members, through the … election process, and a general apathy amongst members has made it extremely difficult to secure the nomination and election of directors to the Board…”
Government were insisting that, for racing to remain as self-regulating, the NHA had to implement changes in order that it conformed with the principles of good governance. It was required that the National Board of the regulator be independent of those that are licensed by the regulator.
Accordingly, against the aforesaid backdrop, the National Board proposed amendments to the Constitution, which amendments were subsequently unanimously adopted by members.
https://www.nhra.co.za/media/attachments/2020/01/14/sgm_20_january_2016.pdf
https://www.nhra.co.za/media/attachments/2020/01/14/sgm-minutes---20-april-2016.pdf
It is these amendments which are effectively sought to be amended in terms of the recent written requisition for the SGM.
The National Board now comprises neutral and independent directors, with a blend of knowledge and skills, all of whom are fully committed to the best interests of South African horse racing industry. The Board and management of the NHA are at all times receptive to and mindful of the needs of each and every stakeholder. Where decisions are contemplated which may impact upon any particular body, entity or stakeholder, due engagement and information sharing takes place, wherever circumstances appropriately permit. Generally, policies are not pursued, or decisions taken, without appropriate input from and consultation with relevant stakeholders, whilst always maintaining the integrity and independence of the NHA.
Against the above background, it is imperative that each member accepts the gravity of the two (2) proposed resolutions as tabled by the requisition (attached for ease of reference) for consideration on 1 September 2021.
The first proposed resolution for consideration, among others, seeks to afford various entities / organizations and licensees representation on the NHA National Board. At first glance the introduction of these stakeholders on the Board appears to satisfy the principles of democracy, but effectively reintroduces the very difficulties which required the amendment of the Constitution prior to 2016. The proposed move would essentially infiltrate the autonomy and integrity of the Board. Experience has taught that the objects of the Constitution cannot be achieved when the pursuance of their opposing interests by the stakeholders now sought to be introduced inevitably result in stifling the operations of the Board.
The first resolution is proposing a regression to a position that existed pre-2016, a position that members sought to change with haste due to its non-functionality and non-compliance with government expectations. Adopting the first resolution will taint the integrity, regulatory authority and independence of the Board and the NHA as a whole. Integrity is essential to all participants. They need to be confident that racing is run fairly and in accordance with the rules, that crime and corruption is deterred, prevented and penalized, and that there is a level playing field for all. A loss of integrity would be a deterrent to owners, punters, trainers, jockeys etc from participating.
Furthermore, integrity is essential to the good standing of the South African racing industry with its relations with government bodies and also other racing jurisdictions. These relations are critical for the finances of the industry as a whole.
The second resolution is to remove the reference to “Racing Control Executive” in the Constitution, with the expressed intent of eliminating the position. The post of Racing Control Executive has existed separately to that of Chief Executive for at least the last 35 years, with the combined functions being beyond the capabilities of one person. Eliminating this position would, amongst other legal consequences, certainly compromise the regulatory standards of the NHA.
The key aspect in considering the impact of the two resolutions is to remain mindful of the absolute necessity to primarily maintain the NHA’s integrity and independence as the industry regulator in order to ensure horse racing’s sustainability and longevity.
It is also important for members to realise that there is a difference between signing a requisition to call a SGM and casting votes at the SGM. The signing of the requisition does not mean the member is obliged to vote in favour of the resolutions as contained therein. The Board is encouraged by the interest displayed by members in petitioning the SGM and wishes to garner such interest in a positive fashion to foster a position for the betterment of all stakeholders. Members are welcome to engage with Board members with any questions. The Board implores each member to ensure he/she is properly informed and understands what is at stake – will the proposed resolutions really progress the industry, or will they regress it?
The decision you, as a valued member, must make on 1 September 2021 shall have far reaching consequences, with the future of the racing industry dependent upon your vote. The Board urge a holistic view on what would be in the racing industry’s best interest as a whole.
The Board will in due course be circulating documents to members covering the various aspects of the proposed changes in greater detail and highlighting pertinent issues.
South Africa is battling the third wave of a pandemic and the industry is in crisis. The Board and management of the NHA are using their best efforts to help see the industry through these difficult times. The focus of the NHA remains committed to protecting the integrity of the South Africa racing industry in the best interests of its members and everyone involved in the industry.
Best regards,
Susan Rowett
Chairperson