60328 Bruntsfield Links Design Governance Framework

GOVERNANCE FRAMEWORK
September 2017

Society Name: The Bruntsfield Links Golfing Society Limited
Society Address: 32 Barnton Avenue, Edinburgh, EH4 GJH
CEO:
Douglas Cleeton
Contact Details: 0131 336 1479
ceo@bruntsfieldlinks.co.uk

Index/Content
1. Introduction 5
2. Background Information 5
3. Society Structure 5
4. Vision statement, priorities and principles 5
5. Board and Subcommittee Terms of Reference 6
6. Key office holders - Responsibilities 7
7. Critical success factors 9

1. Introduction
The purpose of this document is to provide members, and prospective members, of The Bruntsfield Links Golfing Society
Limited (“the Society”) with a description of the background to the Society, its aims and objectives and how its activities are
governed and managed. This document will be updated at future points, reflecting changes to the Society’s arrangements
as and when appropriate.
2. Background Information
The Bruntsfield Links Golfing Society Limited (“the Society”)
is a private members’ Club that has been in existence since
1761. The Society currently has approximately 30 full and
part time staff.
Golf in 1761 was played over a 5-hole course, on Bruntsfield
Links, central Edinburgh. In 1876 the Society moved
to Musselburgh alongside the Honourable Company
of Edinburgh Golfers, Edinburgh Burgess and Royal
Musselburgh where the course was extended to 9 holes. In
1898 the Society moved to its present location in Barnton.
The clubhouse, originally built in 1899, has been modified
Mike Smith (Captain) March 2018
over the years as has the course, which is currently (2018)
undergoing its first major transformation for 40 years.
“Bruntsfield” is recognised as the fourth oldest golf club in
the world.
The Society has the benefit of a magnificent Clubhouse with
views to the north over the River Forth to Fife and to West
Lothian and beyond. It has a reputation for fine dining, a
relaxed yet traditional Clubhouse and a challenging but fair
golf course. Golfers aspire to become members of the Society
due to its location, reputation and high standards, both on
and off the course.
3. Society structure
The Society is a members’ golf club, and a Company Limited
by Guarantee. The Company’s Memorandum and Articles
are included in this document as Appendices 2 and 3. The
Members meet annually to elect from the Membership
a Board of Directors. This comprises a Captain, Vice-
Captain, Honorary Secretary & Treasurer, and up to 9 other
Board members. The Captain and Vice-Captain are elected
for a 1 year period, with reappointment for a second year,
whilst Board members serve a 3-year period. The Board is
responsible for all aspects of management (as detailed in the
Club Rules). Sub Committees are in place with delegated
responsibilities and reporting to the Board. Convenors
chair these sub committees. Convenors can co-opt member
volunteers subject to the agreement of the Board.
The Board appoints a CEO who is an employee of the
club and takes day to day management decisions. He is
considered the contact for all club business and can, ex
officio, attend all sub committees. Appendix 1 provides an
overview of the Society’s structure.
4. Vision statement, priorities and principles
The vision is to be the leading Edinburgh golf club, commensurate with the club’s existing legacy and status, by putting
members’ sporting and social interests at the heart of everything we do.
Priorities
• Putting members first;
• Maintaining an excellent course, and associated
facilities, for golfers of all levels;
• Promoting sport and golf ’s development into the next
century;
• Investing the club’s resources effectively in people, assets
and technology;
• Seizing opportunities and understanding and
addressing threats to our vision;
Principles
• To employ the highest professional standards of
management and stewardship;
• To provide a fulfilling, rewarding and challenging
environment for staff;
• To enhance the club environment;
• To build community relationships and be good
neighbours;
• To promote participation in golf at all levels;
• To ensure transparent and consultative decision making
on behalf of the membership;
• To secure the financial health of the Society;
• To ensure that all members and guests are made to feel
at home
5

5. Board and Subcommittee Terms of Reference
6
5.1 Board
The Board is the main decision making body of the Society
and is responsible for:
• Reviewing, approving and guiding the Society's
strategy and aims, annual budgets and plans, setting
performance objectives, monitoring implementation
and performance and overseeing major capital projects;
• Monitoring the effectiveness of the Society's governance
arrangements and practices, in line with accepted golf
club practice;
• Ensuring that key Executive appointments, as well as
those to the Board and its Committees, are effected in
accordance with the appropriate governance process;
• Overseeing the process of external disclosure and
communications. The Board has ultimate responsibility
for all communications with members. Authority for
regular and routine communication has been delegated
by the Board to the CEO.
The responsibilities of the Board Subcommittees are as
follows:
5.2 Governance
• Considering the Society's Board and management
structures, and the related systems and processes;
• Assessing these against accepted best practice, for
example as codified within 'A Governance Guide for
Golf Clubs' published in September 2016 by the UK's
National Golf Clubs Advisory Association;
• Suggesting improvement recommendations for Board
and/or members' consideration, either by proposing
new working practices, or where necessary, resolutions
requiring a member vote under the terms of the
Society's Articles of Association.
5.3 Finance
• Preparing budgets and business plans. Day to day
financial management devolved to the CEO;
• Reviewing accounting systems and financial risks and
controls;
• Monitoring and reviewing salary levels for all senior
staff;
• Ensuring that subscription notices are posted timeously
and defaulters dealt with.
5.4 Membership
• Ensuring Membership categories are adequate for
a modern Society and submitting revisions where
identified;
• Reviewing the procedures for accepting new members
on a regular basis (annually) to meet the demands of
modern society;
• Considering the manner in which all categories of
membership should be marketed and suggesting
strategies to the Board to promote same.
5.5 Club Committee
The Club Committee will be chaired by the Vice-Captain
and consist of a minimum of 5 Directors with a quorum
of 3 Directors in attendance. The Club Committee will be
attended by the CEO and Department Heads and Junior
Convenor (where relevant) and will meet regularly. Its
responsibilities will be to support the CEO in his day to
day management of the Society as defined in paragraph 6.5
of the Governance Framework, and, acting in conjunction
with the CEO, to plan, review and oversee those matters
beyond the immediate scope of his responsibility but
nevertheless considered to be routine and non-strategic
business of the Society. These include:
• Reviewing the Clubhouse Operation on an ongoing
basis, ensuring that the facilities are fit for purpose and
maintained to a high standard;
• Pro-actively reviewing the fabric and layout of
buildings and curtilage to ensure the property is
always maintained, where, within reason, repairs and
replacements are identified and planned;
• Providing a Social calendar that is varied enough to
include events that appeal to a wide section of the
membership;
• Ensuring Membership categories are adequate for a
modern Society and submitting recommendations to
the Board where identified;
• Managing all aspects of the golf operation, to ensure
that events are planned, reviewed, created and
communicated to the Membership, always maintaining
tradition with initiative;
• Managing handicaps, ensuring continuous and annual
reviews are carried out and handicaps are compliant
with CONGU regulations;
• Retaining an overview of the junior membership
programme and related initiatives;
• Updates on general correspondence, complaints
received or suggestions made;
• Reviewing Health & Safety matters as required;
• Maintaining awareness of IT used by the Society and
Data Protection used by the Society in all aspects of
the business and where appropriate investigating and
recommending improvements;
The last three areas will only be included to the extent that
they arise ancillary to the consideration of issues falling
within the scope of Club Committee responsibility as above
defined.
In respect of any item of Club Committee business where
a matter relates to the Memorandum, Articles, Rules or
Bylaws of the Society or otherwise might have substantial
impact on the Membership, it must be referred to the Board.

In the event of conflict on any issue between the Committee
and the CEO there will be an immediate reference to the
Board. Otherwise, the Club Committee will report to the
Board after each Club Committee meeting.
Prior to monthly meetings all convenors submit reports/
minutes to the CEO, reporting on issues within their
remit and making clear recommendations where a Board
decision is required. These reports are circulated to all
Board members prior to the Board meeting.
6. Key office holders - Responsibilities
6.1 Captain
• The Captain is the chair of all meetings of the Board
and has overall responsibility for setting the Board
agenda and for running the activities of the Board;
• The Captain has an ambassadorial role within, and
outwith, the Society, representing the members at
internal and external events.
6.2 Vice-Captain
• The Vice-Captain will stand in for the Captain as and
when required, and also chairs subcommittees when
requested by the Captain.
6.3 Hon Treasurer
• Responsible for reviewing monthly management
accounts with comparative figures;
• Will consider expenditure not within the set budget and
decide if circumstances merit approval.
6.4 Hon Secretary
• Must be conversant with the Memorandum and Articles
of Association, Rules and By-laws and regularly assess
whether they are fit for modern demands;
• Ensures that the Society is compliant with matters that
require legal guidance.
6.5 CEO
• Responsible for the execution of Board decisions on
matters of strategic content;
• The CEO’s authorities and limitations in respect of
recruitment and expenditure, together with those of
the Finance Committee, are laid out in the Society’s
‘Internal Control Policies & Procedures’.
Authorised to:
• Make his/her own decisions on matters of day to day
management with a view to providing Members with a
club experience to be proud of;
• Delegate elements of that responsibility for such
management to heads of department as appropriate;
• Act as line manager of all greenkeeping and house
staff and liaise with and maintain control of Members
outwith the Board providing voluntary services to the
Society.
Obliged to:
• Contribute to the workings of subcommittees of the
board by attending meetings and assisting where
appropriate;
• Manage the course in accordance with the Course
Management Policy;
• On a regular basis review the course layout, stress
points and landscape and identify areas of improvement
to meet modern demands;
• Perform the formal functions of a Company Secretary
to the Society;
• Maintain cordial relations with Members and on
matters within his/her devolved authority to react
as his/her discretion dictates to any concerns raised
by Members or staff as to the services provided to
Members by the Society.
6.6 Clubhouse manager
• Responsibility to manage and provide excellence in the
Clubhouse, catering, bar, cleaning and, with the CEO,
identifying maintenance requirements;
• Ensure the security of the Clubhouse is managed and
that adequate staff training is carried out;
• Maximise revenues from income streams by providing a
service that is popular, efficient and meets the demands
of members.
6.7 Head Greenkeeper
• Responsibility to present a course that is, at all times, in
the best possible condition;
• To manage Greenstaff and their day to day
responsibilities ensuring that they receive adequate
training and continuous improvement in agronomy;
• To identify where improvements can be made and liaise
with the CEO to plan implementation.
6.8 Professional
• Responsibility to present and stock a shop, and act as a
reception to the Society, which is attractive to members
and visitors alike;
• To assist with the administration within the Club
aiming to be the centre of all matters that relate to golf;
• To actively be involved with all sections of the
membership.
7

“The setting of the course is best
described as ‘breath-taking’.”

7. Critical success factors
The ongoing visibility and success of the Society is dependent upon the following key activities.
Golf Course
The setting of the course is best described as “breathtaking”,
a quality that is under stated, but a major asset
of the Society. The course is managed under the Course
Management Policy (see appendix 5) which is designed to
maintain a course worthy of the setting. To this end staff
must ensure the highest quality, of maintenance, attention
to detail and landscaping throughout the year to the
satisfaction of the Board.
Clubhouse
The clubhouse is comfortable, well-furnished and presented
to a high quality. The clubhouse is to be maintained in
accordance with the club’s Health & Safety Policy, which
ensures its security and structure are kept to the best
standard possible.
Membership
The Society offers membership at a competitive but realistic
rate, retaining the prestige that is a key attribute but taking
into consideration market demands at any given time; the
Society will use its best endeavours to make those who
join the club feel welcome and comfortable within the club
environment.
Excellence and efficiency in the place of work
The Society ensures that staff are trained to a high standard;
are aware of the appropriate policies affecting staff in the
workplace; are aware of the prestige of the club and it's
associated demands; maintain a smart appearance and
uniformly at all times when on duty and show enthusiasm
to improve and maintain their working environment. All
staff are subject to annual appraisal.
An attractive venue
For members and for visiting parties or individuals, by
ensuring the foregoing are adhered to.
9

Appendices
Appendix 1 – Governance Flow Chart
Appendix 2 – Memorandum of Association
Appendix 3 – Articles of Association
Appendix 4 – Rules & Byelaws
Appendix 5 – Course Management Policy
10

Appendix 1 – Governance Flow Chart
• Complaints
• Ideas
• Suggestions
• Appointment
• Oversight of
accounts
• Ideas
• Complaints
• Persuasion
MEMBERS
• Reports
periodically
• Consults on
major issues
• Regular
communications
• Meets to discuss
problems
• Notification of
potential new
members
BOARD
• Sets strategy
• Monitors
• Challenges
• Supports
• Reports on
operational
matters
• Advises and
• Recommends
on strategic
matters
CEO
• Recruitment
• Management
• Appraisal
• Feedback
• Ideas
STAFF
11

THE CLUBHOUSE 32 BARNTON AVENUE EDINBURGH EH4 6JH
Tel: 0131 336 1479 • Email: ceo@bruntsfieldlinks.co.uk
www.bruntsfieldlinks.co.uk