Structure

Outcomes

  • The Scottish Governing Body (SGB) is established in a form and with a clear and appropriate structure that promotes the organisation’s effective operation and establishes clarity of roles and responsibilities at all levels

  • The SGB is led by a committed and effective Board which is collectively responsible for the strategic direction, delivery of purpose, achievement of impact and agreed values and culture

  • There is clarity around the SGB’s long-term objectives and the role played by all stakeholders in their achievement

Rationale

Having an appropriate legal and organisational structure enables the SGB to operate effectively, provides the conditions for robust decision making and oversight, and demonstrates to stakeholders that the SGB is well run.

In adopting the correct legal structure, the SGB provides protection to its members (this means the SGB is incorporated although other structures may be appropriate).

A clear division between the Board’s strategic and oversight role and the operational role of the executive or management team ensures effective, objective oversight, clarity around decision making and clear lines of accountability.

What does organisational structure look like?

The SGB will have a written governing document which sets out how the SGB is to be governed. This should be reviewed [at least once every three years to ensure that it continues to provide an appropriate framework for the SGB.

In organisations where Board members also carry out operational duties, they should be mindful of the capacity in which they are acting and maintain clarity on the accountability regarding each function.

The Board

The Board is the ultimate decision-making body of the SGB and is responsible for its long-term success. It sets the organisation’s strategy in accordance with its vision, mission and values, and provides effective oversight of the SGB’s performance and impact. The Board fosters the desired organisational culture by defining the SGB’s core values and setting behavioural expectations.

While the Board may delegate authority for the SGB’s day-to-day operations, it retains ultimate accountability for the SGB and its performance.

What does it look like?

The Board plays a critical role in ensuring the effective governance and long-term success of the SGB. Board members are expected to actively contribute to strategic oversight of the SGB and its performance.

Key responsibilities include:

Understanding their legal and strategic roles

Board members are aware of their legal obligations and the Board’s role in the SGB’s delivery of its purpose and long-term objectives. They strive to ensure the effective fulfilment of both in carrying out their responsibilities as Board members.

Risk and control

The Board ensures that a robust framework of controls is in place and that risks are identified, assessed and managed in line with the Board’s defined risk appetite.

Effective oversight

The Board and its committees meet sufficiently to maintain effective oversight of the SGB’s activities and progress.

Informed decision making

Decisions are made through rigorous, timely and well-informed processes. The Board ensures that it receives quality information, gathered from reliable sources and presented in a format which facilitates sound decision making.

Active participation

Board members engage fully in discussions, ensure they are informed about the SGB’s activities, are prepared to challenge assumptions and courses of action and always act in the best interests of the organisation. The Board operates in a constructive, cohesive and safe manner.

Record keeping

Accurate records of meetings and decisions are maintained to ensure transparency and accountability.

Appropriate board composition: what does it look like?

Board members

The Board is well balanced, possesses an appropriate mix of skills, backgrounds and experience – including lived experience, where appropriate – and is also able to reflect the perspectives of stakeholder groups within the sport and of the community which the SGB serves.

The SGB strives to achieve equitable representation on the Board of gender, ethnicity, disability, neurodiversity and socio-economic background and makes sincere efforts to better understand its progress against agreed objectives.

The SGB is committed to diversity and equality of opportunity in its recruitment, adopting fair and accessible practices to ensure that the wider community is represented in its leadership.

Appointments to the Board and leadership positions follow a formal, open and transparent process and are based on objective criteria and the strategic needs of the SGB.

The Board is of sufficient size to provide effective oversight, independence and to ensure it reaches quorum, but not so large that discussion and decision making become complex. It is recommended that Boards comprise no fewer than five  and no more than twelve Board members, including co-opted Board members and executive Board members.

The Board gives consideration to putting in place mechanisms which provide a voice for key stakeholder groups, such as young people, athletes and participants.

Where an SGB’s governing document allows for Board members to be elected or nominated by a particular group, the SGB ensures that those Board members understand their obligations to the SGB as a whole and that they possess the necessary skills for the role.

No one individual or group has complete control over decisions or dominates the Board.

The Board, led by the Chair, takes time to develop the relationships between Board members as well as key relationships across the SGB, such as that between the Chair and the CEO.

Roles

The SGB has written role descriptions, setting out obligations, responsibilities and expectations for:

  • Board members – these may vary, depending on whether the Board members are directors or trustees

  • Any specific Board positions (e.g. Chair, Treasurer, Secretary, Senior Independent Director, Vice-Chair)

  • Board positions with specific additional responsibilities (e.g. Safeguarding Lead)

  • Ex officio members – where senior staff are appointed to the Board, this appointment relates to the position, not the individual, and membership of the Board is contingent on continued employment in that position

  • Co-opted Board members – where the Board appoints Board members on a temporary, ad hoc basis for a specific purpose (subject to this being permitted in the governing document), the rationale for this is clearly documented and the appointment is for no longer than is required

The Board has a duly appointed independent  Chair who is responsible for leadership of the Board, its effective operation and promotes open and constructive debate.

The Chair provides effective leadership and fosters a positive boardroom culture, encouraging challenge and ensuring that Board members participate fully, feel valued and able to bring an authentic version of themselves to the role.

The Chair ensures that board meetings are run effectively, with strategic agendas, timely circulation of information and robust discussion and that decisions are recorded and acted upon.

The roles of Chair and Chief Executive Officer are not held by the same person.

The Board appoints one of its independent members to be [Senior Independent Director/Vice Chair] to act as intermediary between the Chair and other members.

The appointment of the Chair and independent Board members is conducted through an open, transparent and thorough recruitment process, taking into account the SGB’s strategic aims and the skills, experience and diversity of perspectives required to lead the SGB and provide effective oversight.

The Board reviews its composition at least once every three years to ensure that it contains the skills, experience and representation that it needs.

The SGB reviews the performance of both individual Board members and the Board collectively. The review of the Chair is undertaken by [the senior independent director/Vice Chair]. The review also considers the governance structure and support in place. The review is undertaken annually on an internal basis and is externally facilitated at least every four years.

Following each review, the Board approves an action plan, setting out steps to be taken in response to the findings. Consideration should be given to the publication of the plan in an appropriate format.

Terms

Board members are appointed for a fixed term, each being no longer than four years. The number of terms served by Board members does not exceed two, unless there are exceptional circumstances. [If a Board member has served for [eight] years, any further reappointment is subject to a rigorous review and is the exception].

Terms for Board members, including for the Chair [and Vice Chair], are staggered to allow for smooth transition and succession planning. This balances the refreshing of skills and perspectives with the retention of corporate experience.

When a Board member has completed their maximum tenure, at least four years should pass before they may serve on the Board of the SGB again.

Independence

The SGB ensures that independent* perspectives are embedded into the decision-making process. It is recommended that 25% of Board members are considered as independent. Consideration should be given to the appointment of an independent chair.

Independent

A person is considered independent if they do not hold a position at or have a close connection to the organisation. Additionally, they are reasonably viewed by an objective outsider as being independent.

Examples of ‘close connections’ include: having been actively involved in the organisation’s affairs during the last four years (including as a representative of an interest group); having been an employee of the organisation during the last four years; having close family ties with members of the organisation’s Board or senior employees.

Being a member of the organisation and/or playing the sport it delivers does not prevent an individual from being considered independent.

How will we know we’ve achieved appropriate board composition?

Board members

  • The governing document sets out the composition of the Board, eligibility requirements, how Board members are appointed and appropriate terms of office

  • The Board is of an appropriate size to be effective, to support delivery of outcomes and to provide oversight of the agreed strategy

  • The Board possesses skills and experience in alignment with the strategic direction of the SGB

  • The Board is diverse, reflective of the communities the SGB serves and/or it its membership

  • A skills matrix is maintained so that gaps can be identified and addressed

  • Processes for recruitment, election or nomination to the Board are clear, open, transparent and accessible and are permissible under the governing document

  • Board members receive regular appraisal and have access to relevant training and development opportunities

Roles

  • The Board’s terms of reference reflect good practice, are documented and are available to members and stakeholders

  • The governing document sets out the powers of the Board and establishes the minimum number of Board members required for decisions to be made

  • When recruiting for appointments to the Board, the SGB is clear about the responsibilities of the role and the time commitment involved

  • There is clear separation of duties between the Chair and CEO

Terms

  • Term limits for Board members are established, alongside clear processes for managing Board-level turnover in smooth manner, such as staggered appointments

Independence

  • The Board contains independent Board members – it is recommended 25% of the Board be considered as independent

Board effectiveness and other considerations

  • Regular reviews of the Board and governance arrangements are conducted, and resultant action plans are implemented

  • The Board meets regularly and often enough to enable it to provide effective oversight of the SGB. Meetings are scheduled well in advance to ensure maximum attendance and participation.

  • The governing document sets out provisions for Board meetings to be held virtually or in hybrid form to increase accessibility

  • Board meetings focus on strategic priorities and organisational performance, avoiding operational detail and irrelevant matters. They follow a strategic agenda and the Board members are clear as to what is expected of them for each agenda item.

  • Board papers are concise but contain an appropriate level of detail to allow for informed decision making. They are circulated in good time to allow Board members to fully digest the information ahead of Board meetings.

  • The format(s) in which board papers are presented are inclusive and consider the different ways in which people digest information

  • Board members devote sufficient time to board papers. They ensure that they attend meetings fully prepared and engage in robust, respectful discussion, listen to others’ points of view and contribute their own.

  • Board members observe collective responsibility and take appropriate action if they feel they cannot endorse a position taken by the Board.

Appropriate operational structure: What does it look like?

The SGB has a structure in place that is effective and appropriate, given its size and complexity. It will assist the Board and the staff with the efficient running of the business.

The SGB shall promote and, where appropriate, support the implementation of robust governance standards and practices throughout the organisation including, where applicable, within its membership, wider structure and/or associated organisations. This helps to cascade best practice, ensuring that standards can be maintained and improved across the organisation.

The Board has access to an appropriate level of governance support and professional advice. The SGB can also access financial, legal, HR and other expertise as is necessary.

The structure is reviewed regularly in line with the SGB’s strategy and after key changes to ensure that it continues to meet the needs of the organisation.

Where the Board establishes committees, these have clear, written terms of reference which are reviewed and approved by the Board, setting out each committee’s purpose, composition, scope of delegated authority and its accountability to the Board. The SGB should ensure that the committees are appropriately resourced and supported. The composition of all committees should reflect the skills, experience and diversity of perspectives each needs to fulfil its purpose. While each organisation may require a different committee structure, consideration is given to establishing common committees, such as those dealing with audit and risk, nominations or elite performance, or those areas to which the SGB ascribes particular importance, such as equality, diversity and inclusion or environmental sustainability.

How will we know we’ve achieved it?

  • There is clarity on the operational structure – a chart of the SGB’s organisational structure is created and made available to the workforce

  • There is an appropriate committee structure that supports effective working and decision making

  • The Board and committees have clear terms of reference that are reviewed regularly in line with considerations of the Board’s structure

  • The corporate calendar is carefully planned, allowing for committee recommendations to feed into the Board’s discussions

  • Board meetings are scheduled in a way which enables the SGB to meet key annual milestones, such as financial reporting and annual meetings

  • Key issues are escalated to the board for decision and it is clear where decision making lies for each area of the business

  • A Scheme of Delegation and a Matters Reserved for the Board clearly set out the limits of delegated authority and those actions and decisions which remain for the Board only

  • A regular review of key issues and areas of interest to the Board is undertaken

Date published: 21 October 2026
Date updated: 28 October 2026

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