GUIDANCE AND INFORMATION

FOR BOARD MEMBERS

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GUIDANCE AND INFORMATION
FOR BOARD MEMBERS
1 CONSTITUTIONAL PROVISIONS
Management of the International Cricket Council is vested in the
Executive Board, subject to such requirements as may be described by
resolution of the Members passed at Conference or at a Special Meeting.
Article 4 of the ICC Memorandum and Articles sets out the key
provisions which relate to the Executive Board. These provisions can
be summarised as follows:
• Each Full Member shall be entitled to appoint an individual as a
member of the Executive Board and any individual so appointed
shall be a Director.
• A Full Member Director may be removed from office by the Full
Member by which he was appointed and another individual may
be appointed in his place.
• Each Full Member Director shall have one vote at meetings of the
Executive Board.
• The Associate Members and Affiliate Members’ Representatives
shall be entitled to appoint, between them, three individuals who
shall be designated “Associate Member Directors
• Appointment of the Associate Member Directors takes place at the
Associate Members’ Meeting every two years.
• Associate Member Director serve a two year term.
• Each Associate Member Director shall have one vote at meetings of
the Executive Board.
• Each Full Member shall be entitled to appoint an individual to act
as Alternate Director who attend meetings of the Executive Board,
vote and be counted for the purpose of a quorum at any such
meeting at which the Relevant Full Member Director is not
personally present and generally to perform all functions as a
Director in the absence of the Relevant Full Member Director.
• Full Member Directors and Associate Member Directors and any
Alternate Director of any such Director shall be under a duty to
comply with all Regulations made by the Council or by the
Executive Board respectively.
• The President, Vice President and Chief Executive shall be ex officio
members of the Executive Board and shall not have any right to
vote at meetings of the Executive Board.
• The President shall be Chairman of the Executive Board and shall
take the chair at all meetings of the Board at which he is present.

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• If neither the member of the Executive Board or his alternate

Director is able to attend an Executive Board Meeting he shall be
entitled to appoint a proxy to vote on his behalf. Such appointment
must be in writing.
• A proxy shall be counted for the purpose of determining whether a
quorum is present at that meeting.
• The Executive Board may meet for the dispatch of business,
adjourn and regulate its meetings as it shall think fit.
• The Executive Board shall meet at Conference and at such other
times as shall be determined by the President and the Chief
Executive in consultation with the members of the Executive
Board. Currently three Board Meetings are held per year.
• A Director may take part in meetings of the Executive Board held by
tele-conference
• The quorum necessary for the transaction of the business of the
Executive Board shall be such number of Full Member Directors and
Associate Member Directors as shall be at least two-thirds in number
of all the Full Member Directors and Associate Member Directors.
• Voting shall be decided on a show of hands each Full Member
Director and each Associate Member Director present in person or
by proxy shall have one vote.
• However, a resolution shall be deemed to have been carried by a
simple majority only if:
• more than one half of the aggregate number of votes exercisable
by all the Full Member Directors and by all the Associate Member
Directors shall have been cast in favour of the resolution; and
• not less than two-thirds of the aggregate number of votes
exercisable by all the Full Member Directors shall have been cast
in favour of the resolution irrespective of whether or not all of
the Full Member Directors shall have actually been present in
person or by proxy.
• Each Full Member Director and each Associate Member Director
shall also be a Director of ICC(Development) International Ltd (IDI).
The provisions above are replicated in the IDI constitutional documents
please refer Clauses 67-98 of the Amended & Restated Memorandum of
Association of ICC Development (International) Limited and Clause 9 of
the IDI Members Agreement.

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2 DUTIES AND RESPONSIBILITIES OF

MEMBERS OF THE EXECUTIVE BOARD
The under mentioned duties and responsibilities have, in the main,
been formulated using the ICC Code of Ethics for Executive Board
Directors, Committee members and ICC Staff which was introduced in
June 2002.
The current Code of Ethics is attached in this manual but the main
points contained therein can be summarised as follows:
Directors shall:
• act in an honest and ethical manner;
• discharge their duties (a) in good faith, (b) with the care an
ordinarily prudent person in a like position would exercise under
similar circumstances, and (c) in a manner that they reasonably
believes to be in the best interests of the ICC;
• at all times serve the interests of the ICC and the sport of cricket as
a whole. Directors shall not promote their own (or a group of )
Cricket Board’s interests at the expense of the dignity, integrity or
interests of the ICC or of the sport of cricket in general;
• ensure that all ICC’s assets and services are applied only in
furtherance of, and in accordance with, the ICC’s objectives and
that they are not used other than for official ICC business;
• be free from any influence which might interfere or appear to
interfere with the proper and efficient discharge of their duties, or
which might be inconsistent with their duty of loyalty to the ICC;
• not use their position with the ICC for personal advantage or gain -
to that end no Director shall have an undisclosed conflict of
interest;
• declare any individual gifts, benefits, hospitality or other
advantages which have been received, either directly or indirectly,
which in any way relate to, or which arose as a result of their
directorship of ICC;
• respect confidentiality and not disclose any facts, data or other
information entrusted to them in confidence by virtue of their
directorship of the ICC;
• refrain from betting on the result, progress or conduct of any
cricket match or cricket competition;

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• not be engaged or involved in (whether directly or indirectly) any

conduct listed, in Appendix A (“Relevant Matters for Investigation”)
of the Terms of Reference of the ICC Code of Conduct Commission,
a copy of which is attached in this manual;
• not have an association, arrangement or business with a betting
company (or a company which is, in the opinion of the ICC Executive
Board is perceived as a betting company) if such association involves
the payment of any monies or the conferring of any benefits
(indirectly or directly) upon the Director.

3 GUIDANCE FOR BOARD MEETINGS

The under mentioned guidance has been formulated with reference to
best practice guidelines issued by ICSA and the Institute of Directors.
a Preparation and Attendance
Directors should:
• Prepare for Board and Committee meetings by reading reports
and background material circulated prior to the meeting.
• Seek to maintain an excellent Board attendance record.
• Have acquired adequate information necessary for
decision making.
b Communication
Directors should:
• Participate fully and frankly in the deliberations and
discussions of the Board.
• Encourage free and open discussion of the affairs of ICC by
the Board and its Members.
• Ask pertinent questions in an appropriate manner and at
proper times.
• Establish an effective independent and respected presence
and a cordial relationship with other Board Members.

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c Appropriate Knowledge
Directors should:
• Become thoroughly knowledgeable of the ICC’s stated aims,
objectives and strategies.
• Where possible, maintain a working knowledge and, where
necessary, be properly advised with regard to the regulatory,
legislative, business, social and political environments within
which the ICC operates.
• Be acquainted with the management and staff of ICC.

4 ACCOMMODATION & TRAVEL POLICY

The policy in relation to attendance at the ICC Annual Conference is that
the ICC pays all Full and Associate Members the cost of one economy flight
to the location of the Conference (normally London).No other expenses are
paid.(In relation to those Affiliate Member representatives who attend the
Conference ICC pays flights and accommodation,and a daily allowance is
provided by the relevant ICC regional development offices).
In relation to all meetings, other than those during the Annual
Conference Week, the policy is that the President (or in the case of a
Committee, the Chairman) shall be provided with a suite and all others
attending the meeting, including management, shall be provided with a
large double or twin room at the best available rate. All accommodation
is on a bed and breakfast basis only. ICC will additionally meet the
accommodation costs for the night (and if necessary, the previous night)
preceding the meeting and for the night following. Directors are
requested to pay any extra charges which they have incurred on their
hotel bill when they check out of the hotel.
A daily allowance of $125 will be paid to cover other meals, laundry,
telephone calls etc for the duration of the meeting and for the day
before and the day after. For example, for a 2 day meeting the
allowances will normally be paid for 4 days i.e. $500.
Where it is possible to upgrade Directors attending the Executive
Board meetings to a suite, at no extra cost, that shall be done provided
all Directors can receive accommodation of a similar standard.
All Directors are entitled to First Class air travel on Emirates Airlines,
Business class travel on all other (non-Emirates) Airlines, First Class
rail travel, transfers to and from the airport and any internal transfers
required to reach the meeting venue. Committee Members are
entitled to Business Class travel.
All air travel tickets will be issued by the ICC travel department in Dubai
and Emirates Airline will be used wherever and whenever possible.

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5 KEY DOCUMENTS AND RESOURCES

This manual is to be read in conjunction with other ICC key
documents and resources. In particular the:
• ICC Playing Handbook
• ICC Operating Manual
• ICC Strategic Plan
Most of these documents are available at the ICC website
www.icc-cricket.com
The ICC website also contains links to current ICC rules and
regulations, latest media releases and an archive of previous media
releases, the current annual report and previous annual reports, ICC
newsletter Cricket Quarterly, information regarding the Development
Program, ICC Regional Offices and all ICC events.
If Directors cannot find documents which they require on the ICC
website the ICC Company Secretary will be happy to furnish them.

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