From: Iain Higgins Date: Thu, Feb 6, 2014 at 5:43 PM Subject: RE: F & CA COMMERCIAL RIGHTS - WORKING GROUP - POSITION PAPER/REVISED PROPOSED 'RESOLUTIONS' To: Jayantha Dharmadasa <> Cc: Board Directors <> Dear Mr Dharmadasa, I have now had a chance to properly consider the letter, which was only sent to me last night. Since you have copied the e-mail below to all directors, I copy them all to my response, so that they can see the position. In short, I see no legal justification in your letter to support any contention that the Board should not properly consider these matters on Saturday. In particular: Your objection (I): Those Full Members tabling the resolutions are clearly of the view that the resolutions do in fact support the ‘objects’ of the ICC (including clause 3(A) to which you refer), and, on the face of the resolutions themselves, they would appear to be correct. Any Member who disagrees with that analysis or any of the resolutions is, of course, free to vote against the resolutions, or take such other action as they see fit. However, I see no legal basis for not considering these resolutions. Your objection (II): It is correct that the resolutions have emanated from a position paper prepared by the working group of the F&CA. And it is correct that the resolutions cover areas that do not fall squarely within the F&CA’s terms of reference. However, as a matter of fact, the resolutions are now being tabled for consideration by 3 Full Member directors and: (a) there is no requirement that a resolution tabled before the Board must first have come from a sub-committee; (b) there is no requirement that a resolution covering a particular subject area must first have come through a subcommittee with the mandate in that area; and (c) the terms of reference for the Board’s sub-committee do not grant exclusivity to those committees to consider matters within their scope. Accordingly, I see no legal basis to support your contention that the Board should be prevented from considering such resolutions at its meeting.
Your objection (III): I agree with you that several of the resolutions will require changes to the ICC’s constitution and will therefore need to be put to Full Council, for approval, in due course. But those resolutions do not need to be provided to the Full Council at this stage or notified to the Members at this stage. We will be clarifying these specific areas after the Board has considered them, but that does not give rise to any restriction on the Board considering these resolutions at its upcoming meeting.
Your objection (IV): The 3-month notice provision to which you refer in the constitution sets out the notice that must be given to the Members when they are asked to consider resolutions put to the Full Council. We are not at that stage yet, but as and when we get there, we will make sure that the relevant provisions are fully complied with. For the time being, however, that does is not relevant to whether the Board can consider these resolutions at its upcoming meeting.
Your objection (VI): Similarly, your reference to the notice requirements for a ‘Special Meeting’ is not relevant here.
Your objection (V): Our preliminary view is that the payment of ‘Contribution Costs’ and ‘Test Cricket Fund’ are in furtherance of the ICC’s objectives and consistent with the prevailing provisions within the ICC’s constitution. We will consider that matter further, and will reflect on your comments in that respect. However, once again, in the circumstances, I cannot see at this stage any legal basis for the ICC Board not to consider these matters at its upcoming meeting.
Your objection (VI): There is nothing in the constitution that prevents the creation of permanent places for any individual Member Board (or group of Member Boards) on any of the Board’s subcommittees. The make-up of the committees is a matter for the Board to decide, and any Full Member director is free to vote for or against the proposed resolutions in that area, as they see fit.
Your objection (VII): I don’t immediately see how the ICC can assume any liability to any Member Board in respect of FTP arrangements as a result of the proposed resolutions in respect of the FTP Regulation, or related matters. The ICC is free to promulgate whatever regulations it sees fit from time to time, and, as you are aware, there has been uncertainty about the enforceability of the FTP regulation in any event. If a Member Board has entered into agreements with other Member Boards, who then choose to renege on their commitments, then that is a matter for the aggrieved Member Board to deal with directly against the offending Member Boards. If they don’t have binding agreements with other Member Boards, then where is the loss? I will reflect further on your comments, but, in any event, this does not stop the Board from considering these matters at its upcoming meeting.
Your objection (VIII): I know of nothing within the constitution or otherwise that makes the proposed resolutions ultra vires. I trust that this is helpful. I will be flying to Singapore later tonight, but if you want to call me on 00971 506 401 103 to discuss, I’d be happy to speak to you if I am not in the air. Kind regards, Iain Higgins
Iain Higgins Head of Legal International Cricket Council Tel: +971 4 3828800 DD: +971 4 3828811 Mob: +971 50 6401103 Fax: +971 4 3828600
Sh Mohammed Bin Zayed Road, Dubai Sports City, Street 69 PO Box 500070, Dubai, UAE
www.icc-cricket.com
From: David Richardson Sent: Thursday, February 06, 2014 3:39 PM To: Iain Higgins Subject: FW: F & CA COMMERCIAL RIGHTS - WORKING GROUP - POSITION PAPER/REVISED PROPOSED 'RESOLUTIONS'
