BlackWhiteGold
Well-known member
Not that it matters but at least there is no Burgess, Montgomery or Tropiano.
HBG, Independent Directors Sacked
- Thread starter BlackWhiteGold
- Start date
Or Fallah
1. What directors of a JV legally owe
Once someone sits on the board of a joint venture company, they owe duties to the JV itself, not to whoever appointed them.
Under Australian law (Corporations Act + general law), directors must:
Act in the best interests of the JV
Act for a proper purpose
Avoid misuse of position or information
Manage conflicts appropriately
That duty does not change just because:
They are an employee of a shareholder, or
They were nominated by the parent company
So you’re absolutely right on the principle:
> If acting in the parent’s interests conflicts with the JV’s interests, the director must put the JV first.
---
2. Does that mean employee-directors are “in conflict”?
Technically: yes, a structural conflict exists
Because:
As employees, they owe duties to their employer
As directors, they owe duties to the JV
Those interests will not always align
This is often called a “potential” or “situational” conflict, not an automatic breach.
Practically: this is extremely common
Most JVs are set up exactly like this:
Each shareholder appoints directors
Many of those directors are senior employees
Everyone knows they bring a shareholder perspective
Courts and regulators accept this reality — as long as it’s managed properly.
---
3. How this conflict is usually managed (and made lawful)
Well-drafted JV structures rely on several safeguards:
a) Disclosure
Employee-directors must:
Disclose their employment relationship
Disclose specific conflicts when they arise (e.g. a contract between JV and parent)
b) Recusal
When there’s a direct conflict (e.g. pricing, disputes, enforcement of shareholder rights):
The conflicted director may need to abstain from discussion or voting
c) Shareholder agreement protections
JV agreements often:
Explicitly allow nominee directors
Acknowledge their dual roles
Define when they can receive/share information with the parent
Set reserved matters requiring shareholder (not board) approval
d) Board composition balance
Having:
Independent directors, or
Equal representation from JV partners
reduces the risk that the board becomes a proxy battleground for parents.
---
4. What directors cannot do
Even with all the above, an employee-director cannot:
Advance the parent’s interests at the JV’s expense
Use JV information to benefit the parent improperly
Sabotage the JV to improve the parent’s negotiating position
Treat themselves as a “delegate” rather than an independent decision-maker
Courts are very clear on this point.
---
5. So are they “meant” to act against their employer if required?
Uncomfortably, yes.
If a genuine conflict arises:
The director must prioritise the JV
Or step aside from the decision
Or, in extreme cases, resign from one role
That tension is real, and it’s one reason JV boards can be tricky.
---
6. Why companies still do it anyway
Because employee-directors:
Understand the business deeply
Can move faster than independents
Ensure the shareholder’s investment is properly overseen
The legal system accepts this as long as governance is tight.
---
Bottom line
✔️ Yes, there is an inherent conflict risk
✔️ Yes, JV directors owe duties to the JV, not their employer
❌ No, this does not automatically make the arrangement improper or unlawful
✅ The key issue is how conflicts are disclosed and managed
Once someone sits on the board of a joint venture company, they owe duties to the JV itself, not to whoever appointed them.
Under Australian law (Corporations Act + general law), directors must:
Act in the best interests of the JV
Act for a proper purpose
Avoid misuse of position or information
Manage conflicts appropriately
That duty does not change just because:
They are an employee of a shareholder, or
They were nominated by the parent company
So you’re absolutely right on the principle:
> If acting in the parent’s interests conflicts with the JV’s interests, the director must put the JV first.
---
2. Does that mean employee-directors are “in conflict”?
Technically: yes, a structural conflict exists
Because:
As employees, they owe duties to their employer
As directors, they owe duties to the JV
Those interests will not always align
This is often called a “potential” or “situational” conflict, not an automatic breach.
Practically: this is extremely common
Most JVs are set up exactly like this:
Each shareholder appoints directors
Many of those directors are senior employees
Everyone knows they bring a shareholder perspective
Courts and regulators accept this reality — as long as it’s managed properly.
---
3. How this conflict is usually managed (and made lawful)
Well-drafted JV structures rely on several safeguards:
a) Disclosure
Employee-directors must:
Disclose their employment relationship
Disclose specific conflicts when they arise (e.g. a contract between JV and parent)
b) Recusal
When there’s a direct conflict (e.g. pricing, disputes, enforcement of shareholder rights):
The conflicted director may need to abstain from discussion or voting
c) Shareholder agreement protections
JV agreements often:
Explicitly allow nominee directors
Acknowledge their dual roles
Define when they can receive/share information with the parent
Set reserved matters requiring shareholder (not board) approval
d) Board composition balance
Having:
Independent directors, or
Equal representation from JV partners
reduces the risk that the board becomes a proxy battleground for parents.
---
4. What directors cannot do
Even with all the above, an employee-director cannot:
Advance the parent’s interests at the JV’s expense
Use JV information to benefit the parent improperly
Sabotage the JV to improve the parent’s negotiating position
Treat themselves as a “delegate” rather than an independent decision-maker
Courts are very clear on this point.
---
5. So are they “meant” to act against their employer if required?
Uncomfortably, yes.
If a genuine conflict arises:
The director must prioritise the JV
Or step aside from the decision
Or, in extreme cases, resign from one role
That tension is real, and it’s one reason JV boards can be tricky.
---
6. Why companies still do it anyway
Because employee-directors:
Understand the business deeply
Can move faster than independents
Ensure the shareholder’s investment is properly overseen
The legal system accepts this as long as governance is tight.
---
Bottom line
✔️ Yes, there is an inherent conflict risk
✔️ Yes, JV directors owe duties to the JV, not their employer
❌ No, this does not automatically make the arrangement improper or unlawful
✅ The key issue is how conflicts are disclosed and managed
Pascoes_barber
Well-known member
Punt the lot of them.
Also: punt Brooks
Also: punt Brooks
Last edited:
Rock Hopper Steve
Well-known member
Bloody disgrace where's the actual Wests Tigers representation, isn't that what the club is Wests Tigers, but it won't matter they will stick the head in the noose soon enough that's the nature of the beast.
hammertime
Well-known member
They can see the issues. Respect that they're trying to establish governance that will work.
Amazed Barry came back if the structure as suggested is real.
BlackWhiteGold
Well-known member
Bit of background on Michelle Nielsen from Linkedin ...
Since 2001, I have worked with all entities across the Wests Tigers Family. I bring extensive experience in football club administration, club governance, organisational and people management. My career has been defined by integrity, resilience, and respectful leadership; delivering successful outcomes for members, stakeholders, and the wider community.
A defining chapter in my career came when Balmain Leagues Club and Balmain Tigers Rugby League Football Club entered crisis. I stepped into the role of Company Secretary/CEO at both organisations under unprecedented circumstances, and was responsible for fostering relationships among all stakeholders and safeguarding governance continuity. I was appointed by the leagues club Administrator to act on his behalf and deliver a viable and sustainable business model that enabled amalgamation with Western Suburbs Leagues Club Ltd, where I now serve as Chief Commercial Officer.
My work in football extends to NRL level, having worked directly with Wests Tigers on fan engagement and a number of high profile commercial projects. I was seconded to the Sydney Roosters to design and deliver their inaugural Hall of Fame Inductions and public memorial service for the late Arthur Beetson. I have been instrumental with delivering landmark events that have celebrated rugby league heritage, setting a benchmark for excellence. I also united the group's football stakeholders for the 2008 Centenary of Rugby League, and delivered the re-enactment of one of the first games of Rugby League - 100 years to the day at Birchgrove Oval (spiritual birthplace of the game). As a result, the Wests Tigers Centenary Program was praised by the then NSWRL CEO Geoff Carr as the best of all NRL club Centenary celebrations. I am deeply committed to grassroots rugby league, serving Junior Rugby League and district clubs through change.
In addition to football administration, I have built an excellent track record as a Registered Club Manager and Licensee, delivering stability, compliance, and operational excellence across venues. This record reflects strong knowledge of club operations and regulatory frameworks, combined with a leadership style that is respected and respectful, balancing the needs of members, boards, creditors, sponsors, and government stakeholders with integrity.
Over 25 years in the industry, I have built a reputation as a leader who engages, unites and delivers.
Since 2001, I have worked with all entities across the Wests Tigers Family. I bring extensive experience in football club administration, club governance, organisational and people management. My career has been defined by integrity, resilience, and respectful leadership; delivering successful outcomes for members, stakeholders, and the wider community.
A defining chapter in my career came when Balmain Leagues Club and Balmain Tigers Rugby League Football Club entered crisis. I stepped into the role of Company Secretary/CEO at both organisations under unprecedented circumstances, and was responsible for fostering relationships among all stakeholders and safeguarding governance continuity. I was appointed by the leagues club Administrator to act on his behalf and deliver a viable and sustainable business model that enabled amalgamation with Western Suburbs Leagues Club Ltd, where I now serve as Chief Commercial Officer.
My work in football extends to NRL level, having worked directly with Wests Tigers on fan engagement and a number of high profile commercial projects. I was seconded to the Sydney Roosters to design and deliver their inaugural Hall of Fame Inductions and public memorial service for the late Arthur Beetson. I have been instrumental with delivering landmark events that have celebrated rugby league heritage, setting a benchmark for excellence. I also united the group's football stakeholders for the 2008 Centenary of Rugby League, and delivered the re-enactment of one of the first games of Rugby League - 100 years to the day at Birchgrove Oval (spiritual birthplace of the game). As a result, the Wests Tigers Centenary Program was praised by the then NSWRL CEO Geoff Carr as the best of all NRL club Centenary celebrations. I am deeply committed to grassroots rugby league, serving Junior Rugby League and district clubs through change.
In addition to football administration, I have built an excellent track record as a Registered Club Manager and Licensee, delivering stability, compliance, and operational excellence across venues. This record reflects strong knowledge of club operations and regulatory frameworks, combined with a leadership style that is respected and respectful, balancing the needs of members, boards, creditors, sponsors, and government stakeholders with integrity.
Over 25 years in the industry, I have built a reputation as a leader who engages, unites and delivers.
hammertime
Well-known member
Yeah, but still poor quality mate, compared to someone like Charlie. A COO of a leagues club, 3 ex-players (incl Balmain) who haven't done all that much... look at the Panthers or Roosters board, chalk and cheese.
They may be decent people, and somewhat skilled, but it's weak. Very weak.
So does she like orange or black?
Surely some backroom politics was laid down by the NRL
Do i think hbg will change their attitude - no
but i won't lose that last remaining spark that this club won't see reason and become the powerhouse it should be.
Next move hbg- its theirs as it stands to squander away -
lay down you dinosaur , lol
TigerJunior4
Well-known member
That is grim reading.
Regardless of bias , if you take that out of the equation , really a finance expert (CEO/CFO) , a lawyer (vice chairman , and someone with operations experience (COO) has joined the wests tigers board . Whilst it’s paying 1.10 that these guys will go nuclear at some point , for the first time in a long time , external of the independent board , we don’t have a bunch of nuffies who’s only real skill is the skill of self preservation .
I’m just trying to find a silver lining in all this. For me HBG - no HBG , independent directors or whatever , all I want is adults in the room who are capable of making adult decisions about the best path for wests tigers . Wit Montgomery Tropiano and in particular Burgess now gone , at the very least there is change and fluidity . I’m not confident at all , but as others have said I will be increasingly confident if we can retain both ladies for the independent roles . I also think Danny Stapleton should be replaced in all this and a fresh Balmain rep . But I think that’s should have happened when the independent review happened
TigerJunior4
Well-known member
I agree re Stapleton. Honestly don’t really care for a Balmain rep. My understanding is they haven’t had an AGM in years.
The fact remains though HBG have proven themselves incompetent and they have branch stacked this board.
Also what’s to stop Burgess, Tropiano or Montgomery from re-joining the Wests Tigers board? We’ve seen the infighting at HBG already bleed onto the Tigers board with their reps having changed the past year.
The fact he’s been a survivor after all these upheavals leads me to believe he knows who’s pole to grease, and he’s part of that invincible clique.
I’m still yet to see what skillset he brings to the board of a multi million dollar organisation though.
roll back to pg 381 , they mention a long time true , or im wrong
Following the independent review, HBG went through a lengthy process to appoint independent directors based on recommendations of an external recruitment agency utilising a skills matrix and selecting from a large number of applicants.
The calibre of those board members demonstrated the value of a rigorous recruitment process.
Now, HBG have appointed several board members who don’t seem to have any prior experience as a director and very limited experience in dealing with a board.
HR management experience is fine but a board role requires a different set of skills to a managerial role.
Most managers who sit on a board for the first time find it difficult to adjust their perspective and try to involve themselves in the daily operations management. That’s been one of the main issues with HBG governance in the past.
HBG seem incapable of following even basic good governance processes.
Just read that, I thought I knew her...wasnt sure of her maiden or married name...Im glad its not who I thought it was
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