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TERMS OF REFERENCE WCC CHIEF EXECUTIVES’ COMMITTEE

1. REMIT AND RESPONSIBILITY

  • 1.1 The WCC Board has established the Chief Executives’ Committee (the “Committee”) to act as a committee of the WCC Board in furtherance of the objects of WCC (“WCC”), which include promoting and developing the game of cricket at all levels throughout the world and governing and regulating cricket at the International level.
  • 1.2 The Committee is established to assist and advise the WCC Board about the operational, financial, commercial and management matters relating to the game of cricket, including the following:
    • (a) To assist and advise the Chief Executive of WCC in the management and administration of the activities of WCC.
    • (b) In conjunction with WCC management, ensure adherence and compliance to all WCC rules and regulations by all Member countries.
    • (c) To consider relevant recommendations from WCC Committees as determined by the WCC Board, including but not limited to the Cricket Committee and the women’s Committee (where appropriate).
    • (d) To consider and address any cricket management issues raised by the WCC Member or by WCC management, including issues concerning WCC Events.
    • (e) To consider and address any matters regarding the WCC’s rules and regulations relating to the game’s playing and integrity.
    • (f) Make appropriate recommendations to the WCC Board about the Committee’s activities from time to time (by paragraph 4.1, below).
    • (g) To consider any other cricket-related matters deemed relevant by WCC Members and WCC management, including but not limited to Members’ subscriptions and the performance of global events.
  • 1.3 In the discharge of its remit and responsibilities in the Areas of Activity, the Committee shall have the authority to request from the WCC or any WCC member cricket federation (or any individual and third party as may be affiliated to or in any way connected with the WCC or any WCC member cricket federation) information in such form, whether verbal, written or otherwise recorded, as it may, in its absolute discretion, consider being reasonably necessary for the proper discharge of its duties under these Terms of Reference. To avoid doubt, the Committee shall be entitled to request from the WCC such financial information as it deems necessary to fulfil its duties and functions as stated herein.
  • 1.4 In support of the Committee’s activities, all WCC member cricket federations will (and to the extent that it is within their power, procure that such other individuals and third parties will) provide all such information and do all such things as are reasonably within their control to facilitate the discharge of the Committee’s duties under these Terms of Reference.
  • 1.5 The Committee shall only be empowered to make recommendations to the WCC Board. However, the Committee shall have the following decision-making powers, which have been delegated to it by the WCC Board:
    • (a) Approval and oversight of the Code of Conduct for Players and Player Support Personnel as well as Match Officials and Match Official Support; approval and oversight of policies and regulations about illegal bowling actions;
    • (b) approval and oversight of the Standard Playing Conditions, including those for WCC events;
    • (c) Approval and oversight of the regulations and protocols relating to international venues, pitch monitoring, clothing and equipment, and other rules and regulations relating to the playing and integrity of the game (including those set out at (f) below);
    • (d) operational issues relating to, or arising from, WCC events, including approval of match schedules, approval of prize money breakdown and approval of qualification pathways for WCC events (including for multi-sport events);
    • (e) approval and oversight of the Anti-Doping Code, Anti-Corruption Code, Anti-Discrimination Code, Classification of Official Cricket, Regulations on the Sanctioning of Events, Safeguarding Regulations, DRS rules and protocols;
    • (f) the approval and oversight of medical policies and guidelines relating to international cricket; and
    • approval and oversight of the Future Tours Programme. The above delegation is subject to being in line with the budget agreed by the Board from time to time and the WCC Policy on Procurement, Contract Approval and Delegation of Authority.
  • 1.6 Once the Committee has established the policies and practices to be implemented under paragraph 1.2 above, and the WCC Board has approved such policies and procedures (where appropriate), the WCC management shall undertake the operational responsibilities and activities necessary to implement such policies and practices.

2. MEMBERSHIP

2.1 The membership of the Committee shall consist of the following:

  • (a) A representative appointed by each Member, who shall be the Member’s Chief Executive Officer, Chief Operating Officer or senior cricket administrator; and
  • (b) The Voting Associate Members and the Regional Representatives will elect three additional members.

2.2 The WCC Chief Executive shall be the Chairperson of the Committee and an ex-officio member of the Committee. In addition, the following individuals will be ex-officio members of the Committee:

  • (a) The Chair of the WCC Cricket Committee;
  • (b) The Chair of the WCC Women’s Committee; and

2.3 The Committee may, at its discretion, appoint additional individuals as ex-officio members of the Committee from time to time as it deems necessary.

2.4 To avoid doubt, members of the Committee will be entitled to appoint an alternate or proxy to act on their behalf.

2.5 Each Committee member and all ex-officio members of the Committee will undertake an induction process to ensure that they understand the role, responsibility and workings of the Committee and their duties to their fellow members of the Committee, to the WCC Board and the Council.

2.6 A Committee member will cease to be a member of the Committee in the following circumstances:

  • (a) Such individual is de-appointed or replaced by the relevant Member or group of Members;
  • (b) Where the WCC Board considers, in its absolute discretion and for whatever reason, that it is no longer appropriate for such an individual to be a member of the Committee;/li>
  • (c) where they are convicted of a criminal offence in any jurisdiction (other than an offence which is, in the opinion of the WCC Board, a minor offence); or
  • (d) The Committee member no longer occupies their representative position within the Member body; or
  • (e) In the case of a Committee member appointed by the Associate Members, their term of office expires, and they are not re-elected.

2.7 In the case of paragraphs 2.6(b) and (c) above, cessation of membership will take effect immediately upon written notice being provided to the individual concerned, and the relevant individual will be replaced, under the criteria for appointment, as quickly as is reasonably practicable.

2.8 In paragraphs 2.6 (a) and (d) above, cessation of the individual’s membership will take effect immediately once the relevant Member or group of Members has provided written notice of the termination of appointment to the Chairperson of the Committee. Following such written statement, the appropriate Member or group of Members shall appoint a new representative to the Committee by the next Committee meeting.

2.9 In addition to the above, the Committee may:

  • (a) Appoint the General Manager – Cricket, or any other appropriate person, to act as secretary to the Committee;
  • (b) Utilise such other members of the WCC’s management team (or other stakeholders within the sport of cricket) to assist the Committee as may be appropriate from time to time; and
  • (c) Request other third party advisers to attend, present and speak at Committee meetings from time to time.

For the avoidance of any doubt, the individuals described in paragraphs 2.9(a), (b) and (c) will not be regarded as members of the Committee and will not have any entitlement to vote.

3. MEETINGS

3.1 Committee meetings will take place in person and at such venue and with such frequency as the Chairperson (in consultation with the other Committee members) shall determine necessary, save that the Committee shall meet, in total, on not less than three occasions in any twelve months. Such meetings may also occur via telephone/video conference where necessary and practicable.

3.2 All Committee members (or their respective alternates) shall be entitled to attend each Committee meeting and the quorum at any meeting will be at least eleven members of the Committee. All members of the Committee (including the Chairperson) shall be treated as being present in person at a meeting where they are in continuous communication with the meeting either in person or by telephone/video conference. Such a member will be counted in the quorum of the forum and shall be entitled to vote. A duly convened Committee meeting at which a quorum is present will be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

3.3 The agenda and conduct of such Committee meetings will be at the discretion of the Chairperson (in consultation with the other Committee members, who shall be entitled to request for any relevant item to be placed on the agenda). The Committee secretary will circulate a meeting agenda and supporting documents to the Committee members and other attendees, as appropriate, a reasonable period in advance of each Committee meeting. Minutes of each session will be prepared by the Committee secretary as soon as reasonably practicable after each Committee meeting, circulated for comment and approved at the subsequent Committee meeting.

3.4 The Committee is a working committee, and attempts should be made to reach a consensus so that voting will not usually be required. However, the Committee will resolve such issues by voting on occasions where agreement cannot be reached. Only the Committee members shall be entitled to vote.

3.5 To avoid this, all third party advisers, members of the WCC’s staff or ex officio Committee members will have no right to vote.

3.6 Resolutions shall be deemed to have been carried out if at least two-thirds of the Committee members present and voting at the meeting have voted in favour of the resolution.

3.7 In the event of a dissenting vote being recorded, then, to the extent that such dissent relates to any recommendations or reports that are subsequently put to the WCC Board, such dissenting opinion(s) must be presented simultaneously to the WCC Board for it to consider at the same time that the relevant recommendations and report are presented.

3.8 The Committee may agree se operate procedural rules to regulate its business and meeting procedures provided that such regulations shall not conflict with the Amended and Restated Memorandum and Articles of Association of WCC.

4. REPORTING / PERFORMANCE OF DUTIES

4.1 The Committee shall report to the WCC Board regularly as and when required by the WCC Board or when the Committee considers it necessary to write on a specific matter in advance of the next scheduled reporting date.

4.2 The Cricket Committee, Women’s Committee, and other sub-committees of the Committee shall in turn report to the Committee as and when required by the Committee.

4.3 All matters discussed, papers prepared, and materials disclosed as part of the Committee’s activities are strictly confidential. They shall not be disclosed to any third party (other than directors of the WCC Board) without the consent of the Chairperson unless it is required by law or such information is already within the public domain, such obligation remaining even after any relevant period of appointment has expired.

4.4 Unless otherwise agreed with the Chairperson in advance, all information provided to the Committee shall become and remain the property of WCC even after any relevant appointment period has expired.

4.5 In performing their duties and functions described in these Terms of Reference, each Committee member will act in the best interests of the game of cricket and in accordance with their responsibilities under the WCC’s Code of Ethics.

5. GENERAL PROVISIONS

5.1 With the approval of the WCC Chairperson or Chief Executive, the Committee may obtain such external third party professional advice (from expert consultants, lawyers, etc.) as it deems reasonably necessary to assist in the proper performance of its duties and functions out in these Terms of Reference. The WCC shall be fully responsible for any such costs and expenses properly incurred directly or indirectly by any such third party.

5.2 The Committee members shall be entitled to have all reasonable costs and expenses that they incur (or such other fees and allowances as may be determined by the WCC Board from time to time) reimbursed by the WCC.

5.3 The WCC hereby agrees to indemnify and keep indemnified each member of the Committee from and against all liabilities, obligations, losses, damages, suits and expenses which may be incurred by or asserted against the Committee member in such capacity, provided that such indemnity shall not extend to those liabilities, obligations, losses, damages, suits and expenses which have been incurred as a result of any negligence, fraud or wilful misconduct of the Committee member.

5.4 These Terms of Reference will be reviewed as and when required from time to time by the WCC Board (taking into account any comments, feedback and/or amendments suggested by the Committee itself) to ensure that they remain fit for purpose.

5.5 These Terms of Reference shall be governed by and construed by American law. If any dispute arises about the interpretation or application of these Terms of Reference, then such dispute will be determined by the WCC Disputes Resolution Committee. For the avoidance of doubt, no disputes, appeals, questions or interpretation or any other matter in relation to these Terms of Reference shall be submitted to any other process other than as set out in this paragraph 5.5.

5.6 These Terms of Reference are approved by the WCC Board on 14 April 2022 and will come into full force and effect immediately upon such approval. The WCC Board must approve any subsequent amendments to these Terms of Reference.

Approved by WCC Board 2022

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