The Australian Davis Cup Tennis Foundation (“the Foundation”) is a Company limited
by guarantee. It is comprised of persons who, upon application pursuant to the rules
of the Foundation, have been granted membership thereof (“Members”). By virtue of
its Constitution, the liability of each Member cannot exceed the sum of $20.

All operations and property of the Foundation are managed by a Board of Directors
(“the Board”). The Board is comprised of up to five Office Bearers, namely the President;
two Vice-Presidents; an Honorary Secretary and an Honorary Treasurer and, in addition,
not less than three or more than seven other Directors.

The Directors are persons who have been nominated for and elected by Members as
Directors and Office Bearers. To be eligible for election as an Office Bearer, a
person must first be a Director. In accordance with the rules of the Foundation,
the tenure of all Directors (including the Office Bearers) elected at an Annual
General Meeting will conclude on the closure of the next succeeding Annual General
Meeting. However, all such persons are eligible for re-nomination. In the case of
a Director who has been appointed by the Board to fill a casual vacancy during any
year, the tenure of that Director shall also cease at the conclusion of the next
succeeding Annual General Meeting.

Fundamentally, it is the duty of the Board to act on behalf of Members in a manner
that is at all times consistent with the Constitution and rules of the Foundation.
Therefore, it is the expectation of the Board that each Director and each other
person desirous of accepting nomination for election as a Director shall be free
from any interest and any business or other relationship which could reasonably
be perceived to materially interfere with the ability of that Director or person
(if elected tothe Board) to at all times act in the best interests of the Foundation.

It is the view of the Board that Directors are best able to determine whether or
not they have an interest or relationship that is likely to impede their ability
to act impartially and generally to act in the best interests of the Foundation.
Accordingly, it is believed that a Director will declare that interest or relationship
as constituting sufficient reason to refrain from discussing and voting on a particular
item of business. However, in the event that any Director and/or the Chairman has
any ongoing concern after first having discussed the issue with the Director concerned,
the rules of the Foundation provide an adequate mechanism for resolution of the


Annual General Meeting

The Constitution of the Foundation requires that a General Meeting of Members be
convened each year (“Annual General Meeting”). Formal Notice of the Annual General
Meeting including the date, time and place at which it will be held is required
to be given to each financial Member and all such Members are encouraged to attend.
The purpose of the Annual General Meeting is to:

  • Receive reports and audited financial statements from the Board in respect of the
    immediately preceding financial year;
  • Elect Directors and Office Bearers for the ensuing year; and
  • Consider any other business that, being lawfully brought forward, has been accepted
    by the Chairman for discussion.

An Annual Report is circulated to all Members. It includes relevant information
about the operation of the Foundation throughout the year to which the report relates
and is the principal medium through which Members are informed of any changes in
the state of affairs of the Foundation and, to the extent deemed by Directors to
be appropriate, commentary on any proposed future developments. Any other disclosures
required by our rules and policies or by law will also be included in each such
report for the information of Members.

Members’ Newsletters

The Board, being particularly keen to ensure that all Members are kept adequately
informed of all matters relevant to the operation of the Foundation between each
Annual General Meeting of Members, publishes a Members’ Newsletter at least three
times per annum.

The Members’ Newsletter is the principal medium by which Members are notified of
coming events and details of past and forthcoming Davis Cup Ties; player profiles;
information relating to the composition of the Australian and opposing Davis Cup
Teams and other information considered by the Board to be of likely interest to


To assist in the execution of its duties and responsibilities, the Board is empowered
by the rules of the Foundation to establish Committees of its own number. Such Committees (or any of them) may be designated as being a Permanent Committee or as being a Temporary Committee, according to the purposes for which each has been established.

The following are the Permanent Committees:

Executive Committee

The principal purpose of this Committee is to consider matters specifically delegated
to it by the Board and to deal with matters that may arise between meetings of the
Board and which require immediate attention before a meeting of the Board can reasonably
be convened.

Under the Chairmanship of the President, this Committee is comprised of the remaining
Office Bearers who jointly, on occasions where considered to be desirable, have
the power to co-opt other Directors. All matters dealt with by the Executive Committee
are reported for approval or endorsement to the next succeeding meeting of the Board.

Audit Committee

The function of the Audit Committee is to assist the Board to effectively discharge
its responsibilities to exercise due care and diligence in relation to its reporting
of financial information to users of the financial reports; the adoption and application
of appropriate accounting policies; to exercise sound financial management; to adopt
appropriate internal control policies including effective risk management practices
and to ensure compliance with applicable laws and regulations and generally, to
adopt such best practice guidelines as are considered to be appropriate.

Currently, this Committee comprises the following Directors, namely Alan J. Cobb
(Chairman) and Robert M. Jamieson (Honorary Treasurer) plus one vacancy to be filled.

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