4. board governance appendix table of contents · cma corporate governance manual 24 november 2010...

CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix

4. Board Governance Appendix

Table of ContentsTable of ContentsTable of ContentsTable of Contents

How to use this Appendix............................................................................................................. 1

Board Selection and Appointment Checklist ................................................................................. 2

Board Skills Audit Template ......................................................................................................... 6

Vacancy Competency Profile Template......................................................................................... 7

Board Members Skills Matrix ....................................................................................................... 8

Government Boards and Committees Appointment Form ............................................................. 9

Candidate Probity Declaration Template .................................................................................... 10

Board Induction Policy ............................................................................................................... 15

Chair’s Induction Checklist ......................................................................................................... 17

Board Charter Template............................................................................................................. 18

Audit Committee Charter Template............................................................................................ 33

Board Meeting Checklist ............................................................................................................ 36

Board Agenda Template............................................................................................................. 39

Board Decision Register Template .............................................................................................. 42

Board Action Item Report Template ........................................................................................... 43

Annual Statement of Commitment Template.............................................................................. 44

Dispute Resolution Policy........................................................................................................... 46

Checklist for Identifying Conflicts of Interest............................................................................... 48

Checklist for Identifying Pecuniary Interests ............................................................................... 52

Board Member Conflict of Interest Declaration Template ........................................................... 53

Annual Declaration of Private Interests Template ....................................................................... 55

Board Performance Review Policy .............................................................................................. 61

Board Effectiveness Evaluation Template ................................................................................... 63

Board Member Self Assessment Form Template ......................................................................... 76


1

How to use this AppendixHow to use this AppendixHow to use this AppendixHow to use this Appendix

This section consists of a compilation of reference material to be used in conjunction with the Board

Governance section of the CMA Corporate Governance Manual. That section explains how this

reference material can be used and the context.

The material primarily consists of:

Policy and Policy and Policy and Policy and PPPProcrocrocrocedural Statements edural Statements edural Statements edural Statements

The CMA Corporate Governance Manual states whether the specific policies and procedural guides

are mandatory and must be adopted, or whether they can be adapted and modified to apply to

specific situations.

Other Sample DocumentsOther Sample DocumentsOther Sample DocumentsOther Sample Documents

Other sample documents are generally provided as examples of best practice, and so provide a

benchmark. The CMA Board can adopt the sample document or use it to guide the development of

a tailor made document.

TemplatesTemplatesTemplatesTemplates

Templates are to be completed in appropriate situations and maintained as a record of decision-

making and procedural compliance.

Check ListsCheck ListsCheck ListsCheck Lists

Check lists should be completed as an aid to decision-making and procedural compliance. They are a

quality assurance tool.

CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES

BOARD SELECTION & APPOINTMENT CHECKLIST �


2

Process Step Suggested

Timeframe

Delegation /

Responsibility

Complete

CMA advised of expected vacancy Approximately 6

months prior to end

of term

appointment

Director

General

DECCW

�

Nominations Committee established First available Board

meeting after

receipt of DECCW

notification

CMA Board �

Skills audit completed and vacancy

competency profile prepared

Within 10 days of

Board meeting CMA Chair �

Nominations Committee meets to:

� Develop preferred strategy for

sourcing diverse range of candidates

� Provide advice to the Board on

increasing Board diversity

� Draft selection criteria for the

specific vacancy in line with vacancy

competency profile and criteria for

Board membership as a whole

Within 10 days of

Board meeting

CMA

Nominations

Committee

�

Board meets to discuss and agree on

sourcing strategy, competency profile

and selection criteria

Next scheduled

Board meeting CMA Board �

Prepare advertisement 1 day

CMA General

Manager �

Prepare / update Board Information

package and load on CMA website 3-5 days

CMA General

Manager �

Place advertisement on DPC Board

website and in regional newspapers and

community publications

3-5 days CMA General

Manager �

Implement other candidate sourcing

strategies where required, e.g.

consultation forums, liaise with

community, business, industry and

other networks to obtain referrals

2-3 weeks CMA Board �




3


Timeframe

Delegation /

Responsibility

Complete

Advertisements appear and close

Field enquiries from interested

candidates

Collect and collate applications

4 weeks CMA General

Manager �

� Nominations Committee meets to:

� Short list or cull applications

� Schedule interviews

Within 14 days of

closing date

Conduct interviews �

Conduct referee and probity checks �

Decide on short list of preferred

candidates �

Finalise Preferred Candidate Report for

Board consideration

Within 30 days of

closing date,

process completed

with 14 days of final

interview

CMA

Nominations

Committee

�

Board meets to discuss short list and

make recommendations on most

appropriate candidates to Minister

Next scheduled

Board meeting CMA Board �

Prepare and submit recommendation of

appointment to Minister. Submission to

include:

� Curricula vitae of the candidates

recommended for appointment

� Curricula vitae of other suitable

candidates

� A skills matrix of current members

and suitable candidates addressing

each person’s skills and knowledge,

required of the Board under Section

8 of the Catchment Management

Authorities Act 2003, and including

brief statistics on the cultural

diversity of the Board

Within 2 weeks of

Board meeting CMA Chair �




4


Timeframe

Delegation /

Responsibility

Complete

� A completed Government Board and

Committees Appointment Form for

each recommended appointment

� A term of appointment for new

Board members of either 18 months

or 3 years in any one batch or

3 years for Board members being

reappointed.

Forward copy of submission to DECCW

CMA Support and Programs Within 2 days of

receipt of copy of

submission

CMA General

Manager or

Business

Manager

�

Minister forwards recommendation to

DECCW to package submission and

prepare paper work for submission to

Cabinet, draft letters of offer and other

correspondence, brief Minister on any

policy or regulatory issues associated

with appointing the Chair’s

recommendation and submit to the

Minister.

5 weeks DECCW �

Minister considers CMA Chair’s

recommendation and DECCW briefing

and if approved submits

recommendation to Department of

Premier and Cabinet (DPC)

Minister for

Climate

Change and

the

Environment

�

DPC receives Minister’s

recommendation �

DPC submits matter to Cabinet �

DPC formally advises Minister of Cabinet

decision

9-10 weeks

DPC

�




5


Timeframe

Delegation /

Responsibility

Complete

Minister signs Instrument of

Appointment to approved candidate/s

and letter of notification to CMA Chair

Minister for

Climate

Change and

the

Environment

�

Instrument of Appointment and

associated documents forwarded to

approved candidate/s

Minister’s

Office �

Approved candidate/s receives

Instrument of Appointment and

associated documentation

Approved candidate signs and returns

acceptance form and associated

documentation

2 weeks New Board

appointee �

Initiate induction process

Within 10 days of

acceptance

CMA General

Manager or

Business

Manager

�


BOARD SKILLS AUDIT TEMPLATE �


6

Current Board Composition Insert Board Member’s Name �

Highlight retiring Board members in yellow Audit Result

In accordance with Section 8 of Catchment Management Authorities Act 2003 the Board must collectively have skills and knowledge in the following areas:

Primary production

Environmental analysis

Social analysis

Economic analysis

State government administration

Local government administration

Negotiation

Consultation

Business administration

Community leadership

Biodiversity conservation

Cultural heritage

SSSkkkiii lll lllsss aaannnddd

KKKnnnooowwwllleeedddgggeee

Water quality

Geographic Information

Locality (e.g. upper catchment)

Demographic Information

Male (M) / Female (F)

Aboriginal or Torres Strait Islander (Y/N)

Person with disability (Y/N)

Young person – under 25 (Y Age/ N )

Ancestry (eg. English, Italian, Chinese,

Aboriginal etc. List more than one if necessary)

Insert: High if Board member is skilled / knowledgeable / or has expertise in this area Medium If Board member is developing competencies in this area

Low If Board member has minimal competencies in this area


VACANCY COMPETENCY PROFILE TEMPLATE �


7

Taking into account current Board member’s competencies, the CMA should target new Board members with the following skills and knowledge:

Skills and Knowledge

Collective skills and knowledge of

current Board (e.g. H/M/L)

(excluding retiring members)

�� Denotes required

competency for new

member/s

Primary production

Environmental analysis

Social analysis

Economic analysis

State government administration

Local government administration

Negotiation

Consultation

Business administration

Community leadership

Biodiversity conservation

Cultural heritage

Water quality

Diversity Strategies Geographic Locations

Please �� the target groups which the Board hopes to attract as new Board members Please identify any geographic area/s the Board should target for

new Board members

Female

Aboriginal or Torres Strait Islander

Person with disability

Young person – under 25

People from culturally diverse backgrounds

CMA BOARD MEMBERS SKILLS MATRIX � CHAIRCHAIRCHAIRCHAIR


8

GOVERNMENT BOARDS AND COMMITTEES

APPOINTMENT FORM � CHAIRCHAIRCHAIRCHAIR


9

GOVERNMENT BOARDS AND COMMITTEES APPOINTMENT FORM

Government Policy is to increase representation of women, people from culturally diverse backgrounds, Aboriginal and Torres Strait Islander people, people with a disability and young people on boards and committees.

XXX Catchment Management Authority Board 1. Name of Board, committee, etc: Please tick: part-time �� full-time

2. Legislation or terms of reference under which the board is constituted:

Catchment Management Authorities Act 2003

3. Position ( eg Chair, Member): Board member 4. Appointment criteria of position: Each member must complement other members of the Board so that, together,

the Board has skills and knowledge in the following areas: (a) primary production, (b) environmental, social and economic analysis, (c) State and local government administration, (d) negotiation and consultation, (e) business administration, (f) community leadership, (g) biodiversity conservation, (h) cultural heritage, (i) water quality.

Also, as far as practicable, members of the Board should reside in the area of operations of the Authority.

5. Name of previous incumbent or indicate if reappointment: Re-appointment 6. Reasons for appointment: Resignation / End of current member’s term / Long-term vacancy (delete or add

as appropriate) 7. Nominee of: N/A skills based appointment

XX 8. Full name of proposed appointee: Please tick: �� male female If Yes, Please tick:

Aboriginal or Torres Strait Islander Person with a disability Young Person (under 25) date of birth if young person / /

Ancestry (Please specify *)

9. a) Does the proposed appointee identify as belonging to one of these groups ? Yes/No

b) What is the person’s ancestry ? * eg English, Irish,

Italian, German, Greek, Chinese, Aboriginal etc

(please provide more than one ancestry if necessary) 10. Is the proposed appointee a member of any other

Government Boards or committees? If yes, please list: Yes / No

11. Address of proposed appointee: 12. Qualifications / experience of proposed appointee:

Amount Annual fee: ��

$20,600 pa (incl. super) Amount / time

Sitting fee: $…………../ …….

13. a) Please provide details of the remuneration for the position: eg annual retainer fee ($), other payment amounts ($), / time (hour, meeting etc)

b) Is remuneration actually paid ? ( “No” in the case of Public Servants) Yes / No

14. Term of proposed appointment: Indicate appointment and termination date if possible

X years [insert dates from start to finish of term]

All sections must be complete. Omission of any information will delay submission to Cabinet. Signed: Frank Sartor MP Minister for Climate Change and the Environment


CANDIDATE PROBITY DECLARATION TEMPLATE �


10

Completion of a Personal Probity Form requires the individual to:

A. Attach the documents specified in Part 1;

B. Provide answers to certain questions contained in Part 2; and

C. Sign a statutory declaration stating that the contents of the Personal Probity Form are true and correct in every

particular.

D. Sign the bottom right hand corner of each page of the Personal Probity Form and each page attached to the

Personal Probity Form.

IMPORTANT

Warning about false or misleading information or incomplete disclosure

Persons completing this form should be aware that action may be taken should information be supplied that is

false, misleading or incomplete in a material detail.

Persons who submit false or misleading information may be prosecuted and fined or imprisoned.

Where an appointment is made and it is subsequently found that full disclosures had not been made or that false

or misleading information had been provided, you will need to show why the appointment should not be

cancelled or suspended.

PART 1

Personal Details:

Surname: Given

Names:

Present

residential

address:

Postcode:

Date of

Birth

Male � Female �

If you have resided at your present residential address for less than 6 months, your previous residential address:

Previous

residential

address:

Postcode:

Signature _______________________________________________


CANDIDATE PROBITY DECLARATION TEMPLATE �


11

Present

business

address:

Postcode:

The following documents MUST be attached to this Personal Probity Form:

1. A certified copy of one of the following as proof of identity:

(a) Birth certificate or extract; or

(b) Current driver’s licence; or

(c) Marriage certificate.

2. Are you an Australian citizen?

If YES, attach a certified copy of one of the

following:

(a) Australian birth certificate or extract; or

(b) Australian citizenship certificate; or

(c) Personal details page of Australian

passport.

If NO, attach a certified copy of both of the

following:

(a) Personal details page of passport; and

(b) Current Australian visa.

3. Summary of Work and Business History. Please attach a list setting out the following:

i) Details of Directorships of corporations (including past and present) you have held in the last 5 years including:

� Name of Company

� Location of Company

� Date of Appointment as Director

� Date of Cessation as Director

� Nature of Business

ii) Details of all businesses you have owned or had a financial interest in either you solely, in partnership or through

some other means not detailed in 3(i) above (including past and present) in the last 5 years:

� Name of Entity

� Location of Entity

� Date of Commencement

� Date of Cessation

� Nature of Business

iii) Details of your present and past employment in the last 5 years, excluding details which have already been

provided in your application for Board membership:

� Name and address of employer

� Position Title

� Date of Commencement

� Date of Cessation

� Description of duties.

Signature _______________________________________________


12

Part 2

Arrests, detentions and litigation

Answer the questions below. If you answer “yes” to any of the questions provide full details on an

attached document and sign the bottom right hand corner of each page of the document.

Please note “law enforcement agency” includes but is not limited to State, Federal and Overseas

Agencies such as Police Services, Crime Authorities, Crime Commissions and Commissions against

Corruption, Securities and Investment Commissions, Customs Services, Taxation Offices and

Competition and Consumer Commissions.

1. Have you ever, in New South Wales or elsewhere:

a. Been convicted of an offence?

If “yes” provide details of the offence on an attached document. YES / NO

b. Had any charge proved against you without a conviction being recorded?

If “yes” provide details of the offence on an attached document. YES / NO

2 Have you ever had a judgement returned against you in a civil or criminal legal

proceeding? If “yes” provide details of the offence on an attached document.

YES / NO

4 Have you been the subject of debt recovery action in the last 6 years? If “yes”

provide details of the offence on an attached document.

YES / NO

Membership and employment

1. Have you ever been dismissed, discharged or asked to resign from any position

you have held as a Director or Secretary of a company?

If yes, provide details of the following on an attached document:

� The date of dismissal

� The name and address of the organisation at the time of dismissal or

resignation

� The reason for dismissal, discharge or resignation

� Any further comments you may wish to add

YES / NO

2. Do you belong to any professional body, association or institute?

If yes, please provide details on an attached document YES / NO

3. Have you ever been investigated or disciplined by a professional body,

association or institute?

If yes, please provide details on an attached document

YES / NO

Financial details

1. Have you ever been bankrupt, or subject to an arrangement under the

Bankruptcy Act 1966 (ie made some arrangement with your creditors) or an

overseas equivalent, or taken, or applied to take, advantage of any law about

bankruptcy?

Signature _______________________________________________

YES / NO


13

If yes, please provide details of the following on an attached document:

� Date of bankruptcy/arrangement

� Date of discharge/completion (including a proposed date)

� Details of the circumstances leading to bankruptcy/arrangement

proceedings, including details of any pending arrangements

2. Are you currently, or have you ever been, a Director or officer of a corporation

or involved in the management of a corporation:

a. Placed into liquidation or receivership or under a scheme of arrangement

or other formal insolvency administration YES / NO

b. Where a mortgagee has entered into possession of the property of the

corporation YES / NO

c. Where an investigation into the affairs of the corporation has been

authorised by the Australian Securities and Investment Commission, its

predecessors or an equivalent overseas body?

If yes, please provide the details of the following on an attached document

� The type of proceedings to which each corporation was subject

� The full name of each corporation, including any previous names

� The circumstances leading to the proceedings to which each

corporation was subject, including details of any pending financial

arrangements

� The details of any investigations into the affairs of the corporations by

ASIC, or its predecessor or by an equivalent overseas body

YES / NO

3. Have you ever been disqualified from acting as a Director of a corporation

under any of the provisions of current or previous Australian corporation and

securities legislation or overseas equivalents?

If yes, please provide details of the following on an attached document:

� Date of disqualification

� The reason for disqualification (including details of any pending

arrangements)

YES / NO

4. Are you, or have you ever been, disqualified from managing corporations?

If yes, please provide details on an attached document YES / NO

Signature _______________________________________________


14

Statutory declaration of applicant

I, ______________________________________ of ______________________________________

(Full name of applicant) (Address of applicant)

Do solemnly and sincerely declare that:

1. All information provided by me in the Personal Probity Form, including all information provided

in the attachments of the Personal Probity Form; and the declaration and all answers to the

questions contained in the Personal Probity Form are true and correct in every particular;

2. I am aware that the Chair of the Board and the Minister may rely upon the answers I have

provided in the Personal Probity Form when considering my application for a CMA Board

member’s position;

3. I am aware that, if any of the information which I have supplied in my Personal Probity Form is

false or misleading, I may be prosecuted for an offence.

Dated this ____________ day ________________ of 20 ____

___________________________________________________

(Signature)

___________________________________________________

(Signature of Witness)

A Justice of the Peace/Legal Practitioner

____________________________________________________

(Full Name of Witness)

CATCHMENT MANAGEMENTCATCHMENT MANAGEMENTCATCHMENT MANAGEMENTCATCHMENT MANAGEMENT AUTHORITIES AUTHORITIES AUTHORITIES AUTHORITIES

SAMPLE BOARD INDUCTION POLICY �


15

CMA Policy Statement

All Board members are expected to contribute to Board meetings to the best of their ability. To

facilitate this, the CMA Board will guarantee a thorough induction into the business of the Board

and the CMA, covering current issues and concerns, strategic direction, governance arrangements,

policies and procedures, CMA operations, staff, financial position, assets and liabilities.

All Board members will receive a CMA Corporate Governance Manual. This Manual fulfils a dual

role as an induction manual for new Board members and an operating Manual for current Board

members and CMA staff. The CMA Corporate Governance Manual is the guiding document for

[insert name of CMA] as it facilitates sound and consistent Board operations and the achievement

of good practice in corporate governance. It outlines the strategic direction, management, day-

to-day protocols and processes for the [insert name of CMA] Board and staff members and

contains the values that the [insert name of CMA] lives by and the information that will direct and

drive our mission statement: [Insert mission statement here].

All new Board members will meet with the Chair after being given their copy of the CMA

Corporate Governance Manual and preferably before their first Board meeting. The meeting with

the Chair may be held as a group session or with individual new Board members. The purpose of

this meeting is to:

� Explain the process of decision making

� Outline the Board’s values

� Discuss the key roles and legal requirements of the Board and what these mean in terms of

behaviour and expectations of the Board member

� Brief new members on current issues the Board is dealing with at the moment

� Answer any questions the new Board member/s may have and to help familiarise them with

their new role and responsibilities

New Board members will also meet with the General Manager. The purpose of this meeting is to

familiarise new member/s with the role of the General Manager and the CMA’s operations,

facilities and staff.

New Board members will also undertake field visits to see the range of on-the-ground CMA works

and programs.

New Board members will be assigned a Board mentor or buddy to assist them in settling into their

new role and provide them with a point of contact for information.

Unless already eligible for membership of the Australian Institute of Company Directors (AICD) or

an equivalent body, the new Board member will undertake and successfully complete within

12 months, the Director’s Essential training provided by AICD. The cost of the course will be met

by the CMA.

CATCHMENT MANAGEMENTCATCHMENT MANAGEMENTCATCHMENT MANAGEMENTCATCHMENT MANAGEMENT AUTHORITIES AUTHORITIES AUTHORITIES AUTHORITIES

SAMPLE BOARD INDUCTION POLICY �


16

Finally we view induction as a two-way process where new members get to know their fellow

Board members and current Board members find out about new member’s interests, strengths,

skills and what they hope to gain from their board experience.


CHAIR’S INDUCTION CHECKLIST �


17

I have:

� Involved all Board members (and staff, where appropriate) in the induction of new members.

� Acted quickly to start the induction process, without overloading the new member with too much

information.

� Allocated each new member a "mentor" to help guide them in their first few months on the Board.

� Given the new member a CMA Corporate Governance Manual and invited them to ask questions.

� Introduced the new member to other members of the Board and senior staff.

� Organised a function to allow the new Board to meet informally.

� Drawn the new members' attention to their roles and responsibilities and answered any queries

they may have.

� Briefed the new member about what issues the Board is dealing with now and will be looking at in

coming months.

� Asked what additional information, if any, the new Board member requires.

� Taken the new Board member on a tour of your facilities and programs.

� Asked the new Board member to comment on their induction process, and used the information

to help improve the process for the future.


BOARD CHARTER TEMPLATE �


18

The [insert name of CMA] Board has adopted a formal Board Charter, which details the functions

and responsibilities of the Board and distinguishes such functions and responsibilities from those

which have been delegated to the General Manager.

This document provides a summary of the information contained in the CMA Corporate

Governance Manual.

Purpose and Functions of Catchment Management AuthoritiesPurpose and Functions of Catchment Management AuthoritiesPurpose and Functions of Catchment Management AuthoritiesPurpose and Functions of Catchment Management Authorities

Catchment Management Authorities (CMAs) are statutory authorities with a skills-based Board.

CMA Boards report directly to the Minister for Climate Change and the Environment.

The purpose of CMAs is to engage regional communities in key natural resource management

(NRM) issues facing their catchments. CMAs are a prime mechanism for the delivery of funding

from the New South Wales and Australian Governments to help land managers improve and

restore the natural resources of the State.

CMAs work in partnership with the community, local government, other State Government

agencies and industry.

The general and specific functions of all CMAs are detailed in Part 3 (Sections 14 and 15) of the

CMA Act.

More broadly CMAs are responsible for:

� Catchment action planning, investment and incentives

� Administering and managing Property Vegetation Plans and vegetation consents

� Facilitating or undertaking on-ground NRM works

� Community engagement and education around NRM issues.

Role and Responsibilities of the BoardRole and Responsibilities of the BoardRole and Responsibilities of the BoardRole and Responsibilities of the Board

The [insert name of CMA] Board acts on behalf of the Minister in overseeing and governing the

CMA.

The [insert name of CMA] Board’s primary responsibility is one of trusteeship on behalf of the

Minister, ensuring that the legal entity, the CMA, remains viable and effective in the present and

for the future.

The Board’s role includes determining the CMA’s strategic direction, core values and ethical

framework, as well as key objectives and performance measures. A critical component of this role




19

is the Board’s ultimate authority and responsibility for financial operations and budget

management to ensure the achievement of strategic objectives.

In performing its role the [insert name of CMA] Board has seven (7) key focus areas:

� Strategic leadership

� Monitoring and assessing performance

� Participation in the selection of preferred

General Manager candidate and in Board

succession

� Accountability and financial management

� Risk management

� Corporate governance and ethics

� Stakeholder engagement and

relationships

Strategic leadership

� Sets the CMA’s strategic direction, objectives and goals and drives the implementation of

the CMA’s Strategic and / or Corporate Plan, four (4) year Investment Program and the

statutory Catchment Action Plan, in consultation with General Manager, for approval by the

Minister

� Approve budgets and other significant capital allocations and expenditure ensuring that

resources are used efficiently and expenditure is accountable within NSW Treasury and

DECCW Net Cost of Services approvals for all sources of funds and Capital Allocation Limits

and other budgetary processes and cash flow management

� Direct and support the professional development of the General Manager

� Test and question General Manager’s assertions

� Support the General Manager and staff in the organisation’s efforts to meet government

statutory and policy requirements

� Influence and monitor the culture of the CMA, sets the tone at the top and be clear in

expectations of the General Manager and staff

� Review, approve and ensure policies on key issues are in place and are appropriate

Monitoring and assessing performance

� Assess and evaluate the Board’s performance annually and that of the Chair

� Annually review, jointly with DECCW, the performance of the General Manager against

agreed performance indicators and CMA specific functions.

� Monitor and evaluate the effectiveness of the CMA through a regular review of programs

and services

� Facilitate and oversight internal reviews of Investment Program projects and the

administration of external contracts

Selection of preferred General Manager candidate and Board succession

� Participate in the selection panel recommending a candidate for the position of General

Manager (in accordance with CMA Act and the Public Sector Employment and Management




20

Act 20021) and make recommendations to Director General, DECCW regarding the

appointment when the position is vacant.

� Oversee searches for new Board members

Financial management and accountability

� Facilitating compliance with key NSW Treasury and Australian Government financial policy

and reporting requirements and Australian Accounting Standards

� Monitor the financial position and performance of the CMA

� Identify new funding opportunities to carry out NRM programs and meet State Plan Targets.

� Approve the Annual Report for submission to the Minister

� Reporting of projects supported by the Australian and State Governments and other funding

bodies

� Review recommendations and advice from the NSW Audit Office and Natural Resources

Commission

Risk management

� Review, monitor, oversight and approve the risk management framework (including a risk-

based internal audit program) and ensure integrity of internal controls and information

management systems

� Establish adequate and suitable independent external audit arrangements

Corporate governance and ethics

� Establish, monitor and review appropriate standards of internal CMA corporate governance

and ethics

� Ensure the CMA complies with all statutory and legal requirements and external governance

standards

� Establish committees and set each committee’s terms of reference, composition, key

responsibilities, authority and responsibility

� Be a model of good corporate governance to the CMA’s Management and staff

Stakeholder engagement and relationships

� Develop and maintain good relationships with the Minister, the General Manager, DECCW,

the Natural Resources Commission, other state agencies, Australian agencies, local

government and other key stakeholders and interested parties

� Develop and maintain positive and effective consultation between community and

stakeholder groups

1 In accordance with Part 2 (s6) of the CMA Act, CMAs cannot employ staff directly. Staff may be employed

under Chapter 1A of the Public Sector Employment and Management Act 2002 in the Government Service to

enable the CMA to exercise its functions.




21

� Promote the CMA through community networking and communication and strong and

effective relationships with the media

CMA Boards are also responsible and accountable for providing advice to the Minister on issues

such as the Catchment Action Plan, regional environmental standards, natural resource planning

and the effectiveness of NRM programs in the catchment.

Role of the MinisterRole of the MinisterRole of the MinisterRole of the Minister

The Minister for Climate Change and the Environment has the following authorities under the

CMA Act:

� Appointment and removal of Chair, Deputy Chair and Board members

� Appoint / revoke appointment of deputy members

� Appointment of a person to investigate the efficiency and effectiveness of the CMA

� Direct the CMA

� Appointment of an Administrator

� Determine Board member remuneration consistent with the Premier’s Guidelines

� Determine Board member participation in deliberations and discussion following a

disclosure of pecuniary interest

� Approve a Catchment Action Plan

� Revoke a Catchment Action Plan, wholly or in part

� Approval of an audit of the Catchment Action Plan (at intervals of not more than five (5)

years) and the appointment of the Natural Resources Commission or independent audit

panel to undertake the audit

� Approval of annual Investment Program, with or without alteration. The Minister may seek

the advice of the Natural Resources Commission on any program submitted to the Minister

for approval

� Any other matters to be included in Catchment Action Plan or the Annual Report

� Any other methods by which to publicise and consult on draft Catchment Action Plan

� Establishment of an Environmental Water Trust Fund or approval of the investment of trust

funds in any other manner but only with the concurrence of the Treasurer

� Order any land described in the order (being the whole or any part of the area of operations

of the Authority) to be a catchment contribution area and the period to be the charging year

� Enter into arrangements with an appropriate local agency to exercise the following functions

on behalf of the Authority:

- the assessment or reassessment of catchment contributions levied by the Authority

- the collection of those catchment contributions

- the recovery of those catchment contributions

- the issue of certificates as to any catchment contributions due to the Authority

� Approval of an acquisition notice under the Land Acquisition (Just Terms Compensation) Act

1991




22

� Approval to review CMA Act to determine whether the policy objectives of the Act remain

valid and whether the terms of the Act remain appropriate for securing those objectives.

The Minister must approve of the review as soon as possible after the period of 5 years from

the date of assent to this Act

� Call the first meeting of the board of an authority

� By order abolish, establish or change the name or area of operations of authorities

� Consent authority for any development application made under the Environmental Planning

and Assessment Act 1979 for any clearing of native vegetation that requires development

consent because of the Native Vegetation Act 2003

� Approval of Property Vegetation Plans

� Delegate to an authorised body or person any of the Minister’s functions under the Native

Vegetation Act 2003 (other than this power of delegation)

� Set and approve various delegations for the CMA Board and officers.

Roles within the BoardRoles within the BoardRoles within the BoardRoles within the Board

While the [insert name of CMA] Board acknowledges that corporate governance is significantly

enhanced through effective role clarity, the defined roles of each of the following parties should

remain open to discussion and review.

Role of Chair

The CMA Chair is first and foremost a Board member.

The Chair also provides leadership and direction to the Board; developing Board cohesiveness and

ensuring the effective functioning of the Board. The Chair must ensure that individual Board

members make an effective contribution to the Board and the Board fulfils its corporate

governance responsibilities.

The Chair is the link between the CMA Board and the Minister for Climate Change and the

Environment and is responsible for assisting the Board to optimise its relationships with the

Minister, the General Manager, the Australian Government, the Natural Resources Commission

and other state agencies, local governments and other key stakeholders.

The Chair performs a vital governing role that includes additional internal and external tasks to

other Board members. Specific responsibilities of the Chair within the Board:

� Provide leadership and strategic direction to the Board

� Develop a draft agenda for meetings in conjunction with the General Manager

� Finalise and prioritise the agenda items for meetings




23

� Lead the Board in deciding what committees are required, their membership and terms of

reference

� Ensure proper committee reporting to the full Board

� Ensure meetings are effectively run and Board minutes properly reflect Board decisions

� Lead the Board in defining its basic information requirements to undertake effective

decision making and actions

� Guide the General Manager on information to be presented at individual Board meetings

� Lead the annual process of Board and Board member evaluation

� Lead the recruitment and development of Board members

� Ensure all Board members receive formal induction training into the business of the Board

and the CMA, covering current issues and concerns, strategic direction, governance

arrangements, policies and procedures, CMA operations, staff, financial position, assets and

liabilities

Specific responsibilities of the Chair external to the Board:

� Develop an ongoing relationship with the General Manager. As the major point of contact

between the General Manager and the Board the Chair is to be kept fully informed of the

strategic day-to-day matters of interest to the Board

� Oversight the General Manager’s annual performance review jointly with DECCW

� Represent the Board to external stakeholders and organisations

� Represent the Board when required legally, or making public comment about Board or CMA

matters

� Perform any functions or tasks delegated to the Chair by the Board

� Represent the Board at the CMA Chairs’ Council2 on issues where the Board has given the

Chair direction

� Notify the Minister of absences longer than two (2) weeks so that an Acting Chair can be

appointed.

Role of the Deputy Chair and Acting Chair

Part 2 (8) (6)) of the CMA Act provides for the Minister to appoint a member of the Board as a

Deputy Chair.

The Deputy Chair is first and foremost a Board member.

2 As the CMA Chairs’ Council (the Council) has no legal authority under the CMA Act or any other Act, any decisions made

collectively by the Council must be subsequently ratified at the individual CMA Board level to allow the decision to take

effect/be acted upon.




24

The Minister may appoint the Deputy Chair to act in the absence of the Chair. Where the Deputy

Chair acts as the Chair they are vested with the full responsibilities and authorities of the Chair.

Alternatively the Minister may appoint another Board member (other than the Deputy Chair) to

act in the absence of the Chair. Where another Board member acts as the Chair they are vested

with the full responsibilities and authorities of the Chair.

Where the Minister has appointed a Board member or the Deputy Chair as the Acting Chair the

member/Deputy Chair must advise the Board as to the reasons why (eg Chair on leave or the

position of Chair is vacant).

Role of Individual Board Members

On an individual level [insert name of CMA] Board members must support and assist the Board to

provide effective leadership and direction to [insert name of CMA]. In fulfilling their Board

responsibilities Board members must ensure that they:

� Discharge their duties in accordance with [insert name of CMA] Code of Conduct; acting in

good faith and in the best interests of the CMA at all times

� Act with required care and diligence; making reasonable enquiries to ensure the CMA is

operating efficiently, effectively, appropriately and legally in achieving is objectives and goals

� Not use their position and / or information gained through their position for personal benefit

or advantage at the expense of the CMA

� Read material and prepare for meetings in advance

� Attend Board meetings3 and participate in discussion and decisions

� Undertake diligent analysis of all proposals placed before the Board

� Serve on Board committees as required

� Disclose potential conflicts of interest as soon as they arise. This includes financial, political

or personal benefit from:

- other business or professional activities

- employment or accountability to other people or organisations

- membership of other organisations

- ownership of property or other assets

� Where there is a conflict of interest remove themselves from particular discussions and

decisions

3 The office of a member becomes vacant if the member is absent from 3 consecutive meetings of the Board of

the Authority of which reasonable notice has been given to the member personally or by post, except on leave

granted by the Board or unless the member is excused by the Board for having been absent from those meetings




25

� Respect the privacy and confidentiality of information obtained in the course of their

participation and not share information that refers to staff members or members of the

management group to any group or individual outside the organisation.

Role of the General Manager

The General Manager is responsible for the ongoing management of the CMA in accordance with

government policy and the strategy, policies and programs approved by the Board.

A detailed description of the General Manager’s role and accountabilities are contained in the

position description for the position. In summary the General Manager:

� Supports the long-term viability of the CMA by leading the development and

implementation of the CMA’s corporate and business plans; Catchment Action Plan and

Investment Program

� Manages the operations, resources and assets of the CMA to ensure it meets and achieves

its legislative, policy, corporate governance and risk management requirements and

obligations

� Provides strong leadership, direction and effective management of CMA staff to build and

maintain staff morale, teamwork and cooperation and foster a strong service delivery focus

� Actively promotes the CMA and successfully manages stakeholder relationships; building

long-term relationships and partnerships

� Provides high-level support to the CMA Board through the provision of sound and expert

advice and detailed reports/briefing notes on financial and operational performance and

progress on policy, legislative and management issues

� Ensures the integrity of the CMA’s financial position by developing, reviewing and

monitoring budgets and carefully managing expenditure; by developing and maintaining

sound internal controls and ensuring the CMA fully complies with its financial and corporate

reporting obligations

� Supports sound decision making by coordinating, organising and attending CMA Board

meetings and ensuring that accurate minutes of Board meetings are taken and maintained

� Acts as an advocate for the CMA by providing advice and information to other agencies and

other key stakeholders and liaising with a broad range of external organisations and contacts

on all facets of the CMA’s operations and functions

� Improves organisational effectiveness by building efficient and effective systems and

processes; ensuring that all information management systems, technological applications

and business tools meet the decision-making, strategic and operational needs of the CMA

� Supports sound governance and a safe and ethical workplace by ensuring that all CMA

policies and practices comply with anti-discrimination and occupational health and safety

legislation and promote equal employment opportunity within the workplace

� Develop and maintain strong, functional relationship with DECCW

� Provide information to DECCW to meet government regulations, policies and requirements.




26

Matters Reserved for the BoardMatters Reserved for the BoardMatters Reserved for the BoardMatters Reserved for the Board

The following matters are reserved for the [insert name of CMA] Board and must be referred to

the Board for recommendation / endorsement /decision:

Strategy and Direction

� Approval of Strategic Plan

� Approval of Business Plan

� Recommend an Annual Budget based on all sources of funds, Net Cost of Services limits and

Capital Allocation Limits set by NSW Treasury and DECCW Finance

� Recommend draft Catchment Action Plan to the Minister

� Recommend Investment Program or related documents required to meet statutory

obligations

� Recommend for Ministerial approval for major expansion or closures

Accountability and Governance

� Development and approval of Board succession plan

� Disclosure of conflicts of interest

� Matters concerning the corporate governance of the CMA

� Actions or transactions which might involve questions of legality or propriety

Performance and Reporting

� Assessment of CMA and General Manager’s performance

� Assessment of Board performance

� Matters about reports required by legislation (including the Annual Report)

Financial Management and Capital Expenditure

� Approval of annual accounts after auditing

� Approval of internal audit plan

� Signatories

� Acceptance of audit reports

� Approval of Management Representation Letters prepared by the General Manager and

Audit Committee

www.audit.nsw.gov.au/publications/client_service/management_representation_letter_jun

e_2009.doc

� Approval of capital expenditure priorities consistent with Capital Allocation Limits

General Manager, Board and Committee Selection Recommendations

� Recommendation on the appointment of the General Manager

� Any suggestions / nominations of potential Board member candidates

� Membership and terms of reference of Board committees.




27

Board Board Board Board CommitteesCommitteesCommitteesCommittees

The [insert name of CMA] Board may create Board committees, as fixed components of the

Board’s infrastructure (i.e. standing committees) or as flexible (ad hoc) committees with a specific

life span, based on a specific area of focus.

The purpose of the [insert name of CMA] Board’s committees is to maximise the time and

effectiveness of the Board by using a small group of Board members to:

� Focus on detail, risk, loop holes, questions and other matters in order to enhance sound

Board decision making

� Present to the Board frameworks, analyses and conclusions that not only meet the

requirements of the “if not, why not” rule but also allows Board members in general to have

as much confidence as possible in the material being presented

The [insert name of CMA] Board may establish any committees it deems appropriate to enable it

to perform its roles effectively, including:

� Audit

� Risk

� Corporate Governance

� Finance

� Nomination

� Program Evaluation

� Stakeholder Engagement

� Community Engagement

� Performance and Development (of Board and General Manager)

Committee members are to be members of the CMA Board who are selected on the basis of their

skills and willingness to serve. The CMA Chair may be an ex-officio member of all Board

committees.

Each committee should have sufficient numbers to be effective (ideally no less than three (3)

including the Chair as an ex-officio member). One member of the committee will be selected by

the Board to act as the Chair of the committee.

Each committee is to develop terms of reference for the Board’s approval.

Committee work may arise from:

� The Board’s approved Annual Agenda

� A referral of matters from the Board

� Issues which arise within the Committee




28

Standing committees are to meet a maximum of [insert number] times per year providing there is

sufficient business to call a meeting. The Chair of the committee will determine the need for a

meeting and has the authority to convene a meeting.

Committee business may be transacted via teleconference or by the circulation of papers amongst

committee members.

Standing committees should conduct an annual review of their performance and report outcomes

to the Board.

Executive support to committees will be provided by the General Manager or Business Manager.

The General Manager will determine the most appropriate CMA employee to provide

administrative support to the committees.

All committee decisions and minutes of committee meetings are to be circulated to all Board

members at the next Board meeting.

Membership and attendance at committee meetings will be included in the performance review

of Board members and reported on in the [insert name of CMA] Annual Report.

Board MeetingsBoard MeetingsBoard MeetingsBoard Meetings

General provisions and procedures for CMA Board meetings are detailed in Schedule 3 (Part 3) of

the CMA Act. In the event of a conflict between the provision of this Charter and the

requirements of the CMA Act, the CMA Act will prevail.

Number and length of meetings

The Board will meet [insert number] times per year or as otherwise determined by the Board.

Where additional meeting dates are required Board members will be notified. Any meeting called

at short notice may in accordance with Schedule 3, Part 3 be conduct by way of teleconference.

Meetings are to be scheduled for sufficient length to allow time for members to discuss and

explore issues and develop strategies and plans for the CMA.

Meeting Agendas and Board Papers

An Annual Agenda comprising of a schedule of Board meeting dates, key agenda items and

committee meeting schedules will be prepared at the [insert first or final] meeting of each

calendar year.




29

The agenda of each meeting will be set and prioritised by the Chair, with input from Board

members and the General Manager. The following matters will be standing items on each Board

agenda:

� Acknowledgement to country

� Declaration of pecuniary and non-pecuniary interests and gifts

� Apologies

� Acceptance of previous minutes

� Business arising and actions

� A report from the Chair

� A report from the General Manager

� Finance report

� Occupational Health and Safety Report

� Reports from Board committees

� Issues raised by Management or Board members, including but not limited to:

- A report on any meetings the Chair, Board members and the General Manager

has had between meetings that might be regarded as lobbying

- Report by GM on HR issues

The following items will be added to the agenda for the [month1] and [month1 + 5] meetings:

� Progress reports towards performance indicators outlined in the Catchment Action Plan,

Strategic Plan, Business Plan, Investment Program, etc

� Risk Management report

� Community engagement activities, including marketing of CMA, media coverage,

consultation meetings, workshops, field days and media releases

� Staff turnover and training

Issues raised by Management or Board members for Board consideration are to be presented in a

briefing format agreed by the Board. Briefing papers should preferably be no more than two (2)

pages with other information included as attachments.

Agenda and Board meeting papers are to be received by the Board members no less than [insert

number] calendar days prior to the meeting, except in exceptional circumstances.

Minutes of Board Meetings

Ensure minutes or other records of the meeting are comprehensive and contain sufficient level of

detail to fully capture any CMA operational policy decisions and resolutions, as well as individual

views, and where the Board has not been able to reach a consensus on a particular issue. The

absence of any Board member from decisions or discussion due to a declared conflict of interest

must also be recorded.




30

The minutes of the preceding meeting will be dealt with at each meeting. After acceptance by

Board resolution, a copy, signed and dated by the Chair is to be included in the minutes register.

Draft minutes are to be compiled by the CMA and provided to the Chair within [insert number]

working days of the meeting and circulated to Board members within [insert number] working

days of the meeting.

Board Actions

An action items report / chart showing items to be actioned, any previous recommendation/s

made regarding the item, the person responsible and time for completion is to be prepared from

each Board meeting and distributed to all Board members. Management is to report on the

status of each action at the next Board meeting, including where relevant any recommended

plans to overcome any delay in achieving outcomes.

CMA Staff Attendance at Board Meetings

In accordance with Schedule 3, Part 3 (s17) of the CMA Act:

� The General Manager is entitled to attend meetings of the Board as an observer but cannot

vote

� The Board may exclude the General Manager from any deliberations which relate to the

General Manager

The Board may request the attendance of other senior staff for some or all sections of the

meeting.

Communication Protocol Communication Protocol Communication Protocol Communication Protocol ffffor CMA Board or CMA Board or CMA Board or CMA Board MMMMembersembersembersembers

Statutory Planning and Projects

As a key community interface with the [insert name of CMA], Board members are strongly

encouraged to promote the CMA. Any landholders interested in incentives or other CMA projects

are to be referred to CMA staff via the General Manager.

Board members have no role in the assessment of individual projects regardless of their value.

Board members have no role in providing advice to project proponents on any aspect of their

project implementation or management including project extensions, advice on contracts,

completion of milestones etc.

Where a Board member is involved in a project steering committee or a project advisory

committee for large-scale or strategic projects, they must:




31

� Limit their communication to the provision of governance and strategic advice

� Refrain from issuing any work instructions to staff

CMA staff will provide commentary on the Catchment Action Plan’s alignment with Local

Environmental Plans, Threatened Species Conservation Act 1995 determinations, floodplain

management plans etc. CMA written responses to these matters will be provided to the CMA

Board for information.

CMA staff may seek input on strategic or catchment-wide plans from the Board as a whole or an

individual Board member but only at the discretion of the General Manager, in consultation with

the Chair.

Issues Management

Generally the Chair will provide commentary on high-level issues unless another Board member

has been specifically delegated by the Chair to comment on the issue. Formal CMA responses to

the issue must be in writing from the Chair and any written comment made must be consistent

with Government and CMA Community Engagement policy.

CMA staff will provide commentary on smaller scale or local issues such as specific matters

relating to environmental or NRM issues. Where comment has been provided in writing, the

Board will be provided with a copy of the correspondence, as determined by the Chair and

General Manager in consultation.

Dispute ResolutionDispute ResolutionDispute ResolutionDispute Resolution

The [insert name of CMA] Board is committed to reaching a speedy and just resolution of any

disputes or grievances that may arise and that may threaten the harmonious functioning of the

Board. All Board members will follow the dispute resolution procedures set out in the Board

Governance Section of the CMA Corporate Governance Manual. These procedures cover disputes:

� Between Board members

� Between Board members and the Chair

� Between Board members and the General Manager

� Between the Chair and the General Manager

� By a member regarding a Board process

� By a member regarding a decision of the Board

Disputes between Board members and staff are to be dealt with in accordance with the current

DECCW grievance management procedures (currently under review) set out in the Organisational

Governance section of the CMA Corporate Governance Manual.




32

Review of the CharterReview of the CharterReview of the CharterReview of the Charter

The [insert name of CMA] Board will engage an independent party (e.g. internal auditor service

provider) to review this charter every two years to ensure it remains fully consistent with the

CMA’s objectives and responsibilities and up to date with developments within the organisation

and corporate governance in general.


AUDIT COMMITTEE CHARTER TEMPLATE �


33

Committee Name

The [insert name of CMA] Board resolved on [insert date] to establish a committee of the Board to

be known as the [insert name of CMA] Audit Committee.

Committee Status

The Audit Committee is a Standing / Ad Hoc [delete as appropriate] Committee of the [insert

name of CMA] Board.

Purpose of the Committee

The purpose of the Audit Committee is to focus on all issues relevant to the integrity of the

Authority including:

� Appropriate risk oversight, risk management, internal controls and financial reporting

frameworks, systems, policies and procedures

� Compliance with legal and regulatory requirements

� Assessment of the internal audit function

� External audit program scoping, fee negotiation and performance and an evaluation of co-

operation received.

Functions of the Committee

� Financial Accuracy – Review the completeness of financial disclosures, significant business

and accounting policy changes and ensure correct and truthful reporting. Ensure that the

Authority’s financial statements are understandable, transparent and reliable. Conduct

interim reviews of statutory financial reports / statements as required, sign off and

recommend their adoption by the full Board and review Management Representation Letter

prior to submission.

� Risk Management – Review and recommend an enterprise risk management process. Review

risk management policy (annually) and effectiveness of risk management procedures (bi-

annually).

� Control Assessment – Review and assess, with management, the scope and quality of internal

control systems and processes, including those related to project management. Review

corporate policies relating to compliance with laws and regulations, ethics, conflicts of

interest, and the investigation of misconduct and fraud.

� Internal and External Audit Oversight – Recommend appointment, dismissal and

remuneration of internal and external auditors and oversee the audit process. Liaise with

internal and external auditors to ensure they obtain the widest coverage possible and the

Committee is provided with regular status reports for all recommendations. Ensure that all




34

recommendations arising from internal and external audits are followed up and implemented,

if appropriate, or reasons why recommendations have not been implemented. Follow up and

report on any difference of view between internal auditors and Management.

Authorisations

The Audit Committee is authorised with:

� Unlimited access to both internal and external auditors, the General Manager and CMA staff

� The delegation to retain auditors, legal or other consultants as required to achieve the

functions of the Committee

� The delegation to respond in a timely manner to relevant correspondence referred to it by

the Board Chair or General Manager

The Audit Committee is also authorised to:

� Action all issues relating to finance risk and audit as directed by the Board or Board Chair

� Reconsider any Committee recommendations referred back to the Committee by the Board

The Committee recognises that the Board remains responsible for the exercise of any powers

delegated to the Committee1.

Expertise and Membership

Members of the Audit Committee must be financially literate.

One member must have relevant qualifications and experience i.e. a qualified accountant or other

finance professional with experience of financial and accounting matters.

The Committee is to be chaired by an independent chair, but not the Chair of the [insert name of

CMA] Board.

Regard must be had to Premiers Circular C2009-13 which sets out the operation of the

independent audit chair and member pre-qualification scheme:

1 Subject to the "reasonable reliance" defences under s190 of the Corporations Act 2001.




35

� All new appointments of independent chairs and members to Audit and Risk Committees of

NSW Government agencies must be made from the prequalified panel.

� Current NSW public servants employed under the Public Sector Employment and

Management Act 2002 can no longer serve as an independent member or chair of an audit

and risk committee for another NSW Government agency. This is to ensure that

independence, real and perceived, is maintained.

� Chairs and members will need to meet the independence and conflict of interest criteria set

out in the forthcoming NSW Treasury Internal Audit and Risk Management Policy.

� Independent chairs or members may be appointed to no more than five NSW Audit and Risk

Committees at any one time.

Current members of the Committee are:

� [insert names of Committee members]

Meetings and Operations

The Audit Committee will generally meet six (6) times per year but only if there is sufficient

business to call a meeting. A minimum of four (4) meetings must be held per year. The

responsibility for convening / determining the need for a meeting rests with the Chair of the

Committee.

In accordance with Schedule 3, Part 3 (s 16) Committee business may be transacted via

teleconference or by the circulation of papers amongst Committee members.

All Committee decisions, minutes, or other record of Committee meetings, will be circulated to all

Board members at the subsequent Board meeting.

The Committee will annually review its performance and report the outcomes of the review to the

Board.

CATCHMCATCHMCATCHMCATCHMENT MANAGEMENT AUTHORITIESENT MANAGEMENT AUTHORITIESENT MANAGEMENT AUTHORITIESENT MANAGEMENT AUTHORITIES

BOARD MEETING CHECKLIST �


36

Before each meeting

Does the agenda focus on strategically important material? �

Does the time allocated to each item reflect the Board’s priorities and

responsibilities?

�

Is the agenda focused on decision making and presentation items

support informed decision making?

�

Does each item include reference to papers / attachments that are of an

appropriate level of detail?

�

Are the agenda and meeting papers circulated with sufficient time for

members to consider them prior to the meeting (papers should not

usually be tabled at meetings unless decisions are to be deferred to a

future meeting)?

�

Is each Board paper clearly labelled with reference to the appropriate

agenda item, current recommendation, previous recommendation (if

any) and the relevant strategic objectives (for example from the

organisational strategic plan)?

�

Has the Chair considered and planned the most appropriate approach

to discussing the items on the agenda, and associated meeting

procedures?

�

Are any matters on the agenda unnecessary as they are covered by

existing policies or relate to previous Board decisions?

�

Are there any standing conflicts registered that apply to the proposed

agenda? Will any papers need quarantining?

�

Has there been a conversation between the Chair and the General

Manager to discuss the items on the agenda and brief the Chair on any

current issues or developments?

�

Are there any items on the agenda that may be best discussed, at least

in part, without Management in attendance?

�




37

After the meeting

Were conflicts of interest identified for any agenda items that required

members to abstain from discussion or voting? Was this noted in the

minutes?

�

Did all Board members actively participate? �

Was the dialogue focused on agenda items and within the allocated

timeframes?

�

Was the allocated timeframe for the agenda item appropriate? �

Did frank and open debate occur? �

Was the dialogue productive, respectful, and are the views or options

clearly summarised at appropriate points?

�

Were good decision-making steps followed? �

Were there sufficient opportunities for members to ask questions or

seek information from Management?

�

Was an appropriate balance maintained between challenging and

supporting Management?

�

Were verbal updates concise, brief and relevant? �

Was the Board aware of government policy and stakeholder positions on

each issue?

�

Were the decisions and corresponding actions clearly identified and

allocated?

�

Did the meeting finish with a brief group reflection on how the meeting

went?

�




38

Over the year

Are policies regularly reviewed and updated as necessary? �

Is the range of issues relevant to the Board’s responsibilities being

considered over the year?

�

Do meetings appropriately correspond with key governance

events/opportunities for input with the organisation’s strategic

planning and budgetary cycles?

�

Does the Board evaluate its own performance? �


BOARD AGENDA TEMPLATE �


39

Agenda Template

TIME Meeting No.

Meeting location

Meeting time and date

Board to:

Identify

whether Board

is to note,

confirm or

decide in

relation to that

item

Who:

Identify person

to lead

discussion on

that item

INSERT

TIME

1.0 Welcome and Apologies

1.1 Opening and Welcome Chair

1.2 Apologies

[insert names and titles]

Chair

1.3 Confirmation of Agenda Chair

INSERT

TIME

2.0 Disclosure of Interests

2.1 Identify real, perceived or potential conflicts of interest and

any pecuniary or non-pecuniary interest experienced by any

member in relation to the items on the agenda. These should

be raised with the Chair prior to the meeting to determine the

appropriate way to manage the conflict.

[Note/

Decide]

Chair

INSERT

TIME

3.0 Minutes of Previous Meeting

3.1 Review of Previous Meeting Minutes [Confirm] Chair

3.2 Actions Arising

Review progress on actions arising from the previous meeting,

including identifying any outstanding actions, date to be

completed, and who is responsible for ensuring it is

completed.

[Note] Chair

INSERT

TIME

4.0 Priority item A

4.1 Insert item description

These items are likely to be of strategic significance; for

example, Board evaluation, General Manager recruitment,

strategic planning, or response to a major emerging risk.

Insert recommendation

[Decide] [Chair]




40

Agenda Template

INSERT

TIME

5.0 Priority item B


Alternatively, priority items may be key activities the Board is

required to undertake to meet its legislative obligations or

terms of reference, such as making or providing advice on

licenses, project approvals, or policy.

Insert recommendation:

[Decide] [Chair]



[Decide]

INSERT

TIME

6.0 Reports and Operational Matters


May include the General Manager’s Report, the Finance

Report, Quarterly OHS report, Quarterly Risk Management

report, or reports from any committees or advisory groups.

These items tend to be routine, for information only, and

discussion may be limited to questions arising from reports

circulated with the agenda paper or short verbal reports

provided at the meeting. Tabling written reports at meetings

should be avoided.

If a number of operational matters routinely appear on the

agenda, it may be helpful to present and note/confirm them

together as one item to save time.


[Note] [General

Manager,

report author

or Chair]

INSERT

TIME

7.0 Other Business

Items not on the agenda can be raised for discussion (with the

Chair’s permission).

[Chair]

INSERT

TIME

8.0 Next Meeting

Next meeting

Insert date, time, location

[Note] Chair




41

Agenda Template

INSERT

TIME

9.0 Roundtable Evaluation

It may be helpful to finish with the Chair requesting someone

to reflect briefly on how the meeting went. [Note] Chair

5:00pm 10.0 Conclusion Chair


BOARD DECISION REGISTER TEMPLATE �


42

Date Topic Resolution


BOARD ACTION ITEM REPORT TEMPLATE �


43

Action Item Position /

Person

Responsible

Priority Status Due

Date

Notes


ANNUAL STATEMENT OF COMMITMENT SAMPLE

TEMPLATE

�


44

I, ________________________________________ (insert full name) as a member of the [insert

name of CMA] Board, will:

� Abide by the values articulated in the Strategic Plan

� Observe all meeting rules as described in the CMA Corporate Governance Manual or as

determined by the Board, including sending apologies when I am unable to attend

� Familiarise myself with the Board’s responsibilities and those of an individual Board member

� Agree to complete, sign and submit this Statement of Commitment, a Statement of Disclosure and

a Statement of Interest

� Make reasonable enquiries to ensure that the [insert name of CMA] is operating efficiently,

effectively and legally towards achieving its goals in accordance with the Board responsibilities

and delegations

� Declare any conflict of interest (either my own or others) and participate in Board discussions

determining whether a conflict of interest exists

� Serve on Board committees as required

� Attend annual planning events and other Board activities as required

� Represent the [insert name of CMA] in a positive way

� Only speak publicly on behalf of the CMA when prior Board approval has been given; ensuring

that when a CMA staff member is present at the same public forum, I am publicly clear about who

I am representing

� Take a balanced approach when considering stakeholders views

� Maintain networks with stakeholders with a view to understanding their positions and presenting

them to the Board even if the Board member does not agree

� Take every opportunity to communicate back to stakeholders the decisions of the Board and the

initiatives of the Authority

� Keep CMA Board documents in a confidential place.

In addition, I will:

� Discharge my duties as a Board member in good faith and honesty in the best interests of the

CMA with the level of skill and care expected

� Use the powers of office for proper purpose, in the best interests of the CMA as a whole

� Act with required duty of care and diligence

� Not make improper use of information gained through my position as a Board member

� Follow any grievance / dispute resolution procedures set down by the CMA Board, to try to

resolve any conflict with staff or members

� Not act on CMA matters without the consent of the CMA Board, including not interfering in the

day-to-day operations of the CMA

� Not abuse, physically or verbally, any CMA staff or members of the CMA Board.

I will also abide by the following conflict of interest procedures:


ANNUAL STATEMENT OF COMMITMENT SAMPLE

TEMPLATE

�


45

� Make a full written disclosure of interests, relationships and holdings that could potentially result

in a conflict of interest on an annual basis

� When ad hoc matters arise, fully disclose any potential or real conflicts, as soon as reasonably

practical to the Chair or Board, as appropriate

� Declare any conflicts or potential conflicts arising from agenda items at the commencement of all

meetings

� Absent myself from any discussion or decision making related to the matter about which there is a

conflict of interest.

I have read the above and agree to abide by the outlined Board member’s role, the Code of

Conduct and to utilise the conflict of interest procedure when necessary.

Signature:__________________________________________________

Date: ______________________________________________________


SAMPLE DISPUTE RESOLUTION POLICY �


46

Purpose

This policy is designed to set out the process for resolution of disputes or grievances involving the

[insert name of CMA] Board members.

Policy

The Board is committed to reaching a speedy and just resolution of any disputes or grievances

that may arise and that may threaten the harmonious functioning of the Board and its

relationship with Management.

Scope

All Board members will follow the procedures set out below.

This policy refers to disputes:

� Between Board members

� Between Board members and the Chair

� By a member regarding a Board process

� By a member regarding a resolution of the Board

Note: Disputes between CMA Board members and staff, and the General Manager and staff, are

to follow the DECCW grievance policy.

Procedures

1. In the first instance, the Board member should seek to discuss their concerns directly with the

Board member concerned.

2. If the grievance is not resolved to the satisfaction of both people then the person affected must

outline the complaint in writing and send it to the Chair. If the matter relates to a dispute with

the Chair, the complaint must be sent to the General Manager. The Chair or General Manager

must acknowledge receipt of this document within two days.

3. The Chair or General Manager will attempt to resolve the issue to the satisfaction of the

complainant.

4. The Chair or General Manager will advise the person about whom a complaint is being made of

the notification and the nature of the complaint.

5. If the matter remains unresolved, the Chair will use their discretion to bring the issue to the next

Board meeting or call an extraordinary Board meeting.


SAMPLE DISPUTE RESOLUTION POLICY �


47

6. When raised at the Board meeting all people involved in the dispute will be given the right to be

heard.

7. The matter should be heard with all Board members present, unless they have advised in writing

that they are aware there is a dispute resolution meeting being held and they are unable to

attend.

8. The Chair will call for a motion from the Board e.g. to seek further legal advice, to refer the matter

for mediation, to dismiss the complaint. The motion will be voted on by all members present at

the meeting. Any such decision reached by the Board at this stage will be enacted and will be

considered final.

Review Process

A Board decision may be reviewed where:

� New information has come to light that was not available when the original decision was made

� The Board has become aware of an error in previous information that was used to make the

decision

� A Board member did not feel able to present his/her case.

Related Documents

� Code of Conduct


CHECKLIST FOR IDENTIFYING CONFLICTS OF INTEREST �


48

Step 1: Describe the matter or issue being considered and the situation in which you are involved.

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

Step 2: What is your public duty in serving the public interest?

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

Step 3: Making an assessment: In assessing whether you have an actual, reasonably perceived or potential conflict of interest,

it may be helpful to ask yourself the following questions. The test when assessing these situations is to ask yourself – “Could this

conflict with my public duty to serve the public interest?”

What is the situation? YES

/NO

Would I or anyone associated with me benefit from or be detrimentally affected by my proposed decision or action?

Could there be benefits for me in the future that could cast doubt on my objectivity?

Do I have a current or previous personal, professional or financial relationship or association of any significance with

an interested party?

Would my reputation or that of a relative, friend or associate stand to be enhanced or damaged because of the

proposed decision or action?

Do I or a relative, friend or associate of theirs stand to gain or lose financially in some covert or unexpected way?

Do I hold any personal or professional views or biases that may lead others to reasonably conclude that I am not an

appropriate person to deal with the matter?

Have I contributed in a private capacity in any way to the matter the CMA is dealing with?

Have I made any promises or commitments in relation to the matter?

Have I received a benefit or hospitality from someone who stands to gain or lose from my proposed decision or

action?

Am I a member of an association, club or professional organisation or do I have particular ties and affiliations with

organisations or individuals who stand to gain or lose by my proposed decision or action?

Could this situation have an influence on any future employment opportunities outside my current official duties?




49

Could there be any other benefits or factors that could cast doubts on my objectivity? YES

/NO

Do I still have any doubts about my proposed decision or action?

What perceptions could others have? YES

/NO

Would I or anyone associated with me benefit from or be detrimentally affected by my proposed decision or action?

Could my involvement in this matter cast doubt on my integrity or on the CMA’s integrity?

If I saw someone else doing this, would I suspect that they might have a conflict of interest?

If I did participate in this action or decision, would I be happy if my colleagues and the public became aware of my

involvement and any association or connection?

Is the matter or issue one of great public interest or controversy where my proposed decision or action could

attract greater scrutiny by others?

How would I feel if my actions were highlighted in the media? ______________________________________________________

__________________________________________________________________________________________________________

What assessment would a fair-minded member of the public make of the circumstances? _______________________________

__________________________________________________________________________________________________________




50

Should I seek help?5 YES/NO

Am I confident of my ability to act impartially and in the public interest?

Do I feel a need to seek advice or discuss the matter with an objective party?

Is all the relevant information available to ensure a proper assessment?

Do I know what my Board’s code of conduct requires in relation to conflicts of interest?

Do I need to discuss any issues regarding this matter with the Chair?

Am I confident of my ability to act impartially and in the public interest?

Do I understand the possible penalties that may apply if I proceed with an action or decision with an unresolved

conflict of interest?

5 Remember – Seeking and following advice by suitably qualified persons is evidence of good faith but does not transfer

the responsibility from the individual to decide whether or not they have a conflict of interest.




51

Have I recognised the type of interest?

An important step is to recognise whether or not the interest is a pecuniary interest (also known as a material

personal interest). Because there can be legal consequences, public officials should not rely on their own opinion, but

should seek independent legal advice if there is any doubt.

Actual conflict of interest � Pecuniary interest �

Perceived conflict of interest � Non-pecuniary interest �

Potential conflict of interest �

Can I now make a decision? YES /

NO

Have I assessed whether I need to obtain appropriate independent legal and other impartial advice?

Am I comfortable with my decision to seek (or not seek) advice, and with advice that I have been given?

If I disagree with any advice given, am I able to state a defensible case to those who made the assessment?

Can I choose the best option to ensure impartiality, fairness and protect the public interest?

Does this option ensure openness and transparency in my proposed decision or action?

Have I identified and documented the facts and circumstances governing my evaluation of, and decision on, how I

should handle the situation?

Does my decision allow me to act and be seen to act in a fair, impartial and objective manner?


CHECKLIST FOR IDENTIFYING PECUNIARY INTERESTS �


52

What is a pecuniary interest?

You have a pecuniary interest (also known as a material personal interest) in a matter if you have

or should reasonably have a realistic expectation that you or an associated individual stand to gain

a benefit or suffer a loss, whether directly or indirectly.

� It is not necessary to be able to identify or quantify the benefit or loss that might either directly

or indirectly be attributable to you as a consequence of the relationship.

� Money does not have to change hands – the benefit could be an increase in the value of

property or other material interest.

As soon as a pecuniary interest of an associate is recognised you must treat it as if it was your own

pecuniary interest. Using the checklist below may be useful.

Can I now make a decision? YES /

NO

Does the matter fall within the legislated definition of a pecuniary interest?

Is there a realistic expectation that I will, directly or indirectly, gain a financial or other

material benefit or suffer a financial or other material loss?

Will the matter affect my earning capacity or financial situation?

Will it have an impact on the value of any shares or property that I own?

Do I have a second job or private business that may be affected by the matter?

Do I have any debts owing to a person who will be affected by the matter?

Have I accepted hospitality, sponsored travel or other benefits from a person who will

be affected by the matter?

Is there a realistic expectation that someone in a personal or business relationship with

me will, directly or indirectly, gain a financial or other material benefit or suffer a

financial or other material loss?

By nature of my relationship with this individual, would any benefit or loss they receive

be expected, under normal circumstances, to flow through to me?


BOARD MEMBER CONFLICT OF INTEREST DECLARATION TEMPLATE �


53

Board Member’s Name:

Matter under consideration:

_______________________________________________________________________________________

_______________________________________________________________________________________

________________________________________________________________________

Please detail the private interests identified which have the potential to impact on the Board member’s

ability to carry out, or be seen to carry out, their official duties impartially and in the public interest:

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

______________________________________________________________

The conflict of interest has been identified as an (please check the appropriate boxes):

Actual conflict of interest �

Pecuniary interest �

Non-pecuniary interest �

Perceived conflict of interest �

Potential conflict of interest � I hereby declare that the above details are correct

to the best of my knowledge and I make this

conflict of interest declaration in good faith.

________________________________ Signature (Board member)

Date:

I hereby declare that I have received and

appropriately noted this conflict of interest

declaration.

______________________________ Signature (Chair)

Date:


BOARD MEMBER CONFLICT OF INTEREST DECLARATION TEMPLATE �


54

Statement of conflict of interest resolution or management

Proposed action to be taken to resolve /manage conflicts of interest:

__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________

The above action was agreed on to resolve conflicts of interest declared by:

___________________________________ on __________________________________ (Insert Board member’s name) (Insert date)

__________________________________ _________________________________

Signature (Board member) Signature (Chair)

Date: __________________________________ Date: _______________________________

Statement of adjustment to conflict of interest resolution management

Adjustment to action taken to resolve or manage conflicts of interest:

__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________

The above adjustment action was agreed on to resolve conflicts of interest declared by:

___________________________________ on ___________________________________

(Insert Board member’s name) (Insert date)

___________________________________ _________________________________ Signature (Board member) Signature (Chair)

Date: __________________________________ Date: _______________________________

Statement of finalisation of conflict of interest

___________________________________ on _______________________ (Insert Board member’s name) (Insert date)

___________________________________ _________________________________ Signature (Board member) Signature (Chair)

Date: Date:


ANNUAL DECLARATION OF PRIVATE INTERESTS TEMPLATE �


55

REGISTRATION OF PRIVATE INTERESTS

STATUTORY DECLARATION

I, DO SOLEMNLY AND SINCERELY DECLARE that, to the best of my knowledge and belief, the attached

Statement of Private Interests contains a complete and accurate statement of my private interests

and those of the persons associated with me;

AND I MAKE THIS SOLEMN DECLARATION conscientiously believing the same to be true and under

and in accordance with the provisions of the Commonwealth Statutory Declarations Act 1959.

___________________________________ on ____________________________________

(Insert BOARD MEMBER’S NAME) (Insert DATE/MONTH/YEAR)

___________________________________ Before ______________________________ Signature (Board member) Signature (Chair)

Date: _______________________________

STATEMENT OF PRIVATE INTERESTS AND ASSOCIATIONS

1. Real Estate: I, and/or the persons associated with me, own interests in the following real estate:

Owner Location Nature of

Interest

Purpose

for which

held

Years held

(optional)

Initial

cost

(option

al)

Current

Value

(optional)

2. Shareholdings: I, and/or the persons associated with me, own the following shareholdings, other

than nominal shareholdings by way of qualification for membership of a credit union, building

society or other co-operative society. (Include equitable as well as legal interests, whether held directly or indirectly, which enable the exercise of

control over the right to vote or dispose of the shares including interests held on behalf of you and/or the

persons associated with you by a nominee or nominee company).




56

Owner Company Nature of shares

held

Initial Cost

(optional)

Approximate current

value (optional)

3. Trusts/Nominees Companies

(a) I, and/or the persons associated with me, hold a beneficial interest in the following family or

business trusts or nominee companies:

Beneficiary Trust or nominee

company value

Nature of

interest

Nature of

operations of

trust company

Approximate

current value

(optional)

(b) I, and/or the persons associated with me, are trustees of the following family or business trusts:

Trustee Trust Beneficiaries Nature of

operations

Approximate

current value




57

4. Directorships in Companies (Whether Public or Private)

I, and/or the persons associated with me, hold the following directorships, whether remunerated or

not:

Director Company Public or

private

Activities of

company

Year

incorporated

5. Partnerships etc.

I, and/or the persons associated with me, are members of the following partnership(s):

Person

holding

interest

Partnership

nature/purpose

of operations

Year

business

formed

Nature of

interest

Proportional

Value of

interest

Approximate

current value

(optional)

6. Investments

I, and/or the persons associated with me, have the following investments in bonds, debentures,

savings or investment accounts with banks or other financial institutions:

(To be completed only if the cumulative value of investments exceeds, for example, $2,000 unless any

particular investment is of such a nature that it may be seen to give rise to a conflict with your public duty. Any

such investment must be disclosed.)

Person holding

investment

Type of investment Body in which

investment is held

Approximate current

value




58

7. Other assets

I, and/or the persons associated with me, have assets (other than those mentioned in items 1–6) as

follows:

(Household or personal effects or motor vehicles for private use need not be mentioned. List each other asset,

valued at over, for example, $2000, including collections, and smaller amounts of such nature that they may

be seen to give rise to a conflict with your public duty.)

Owner Nature of assets Initial cost

(optional)

Year acquired

(optional)

Approximate

current value

(optional)

8. Sources of income

I, and/or the persons associated with me, have the following sources of income:

(Salary from contract of employment, family allowance payments and income from investments not required

to be disclosed under item 6 need not be mentioned. List each other source of income in excess of, for

example, $2000 per annum and smaller amounts of such nature that they may be seen to give rise to a conflict

with your public duty.)

Recipient Nature of income Actual gross income

for last financial

year

Estimated gross

income for current

financial year




59

9. Gifts, sponsored travel or hospitality

I, and/or the persons associated with me, have received the following gifts and other financial

benefits during the last 3 years:

(Gifts and other financial benefits received in a purely personal capacity, such as from family and friends, need

not be mentioned unless of such a nature that they may be seen to give rise to a conflict of interest with your

public duty.)

Recipient Nature of gift Year received Approximate

current value

Value when

received

10. Control over other assets etc.

I, and/or the persons associated with me, have effective control over the following assets (other

than those referred to elsewhere in this statement):

Person

having

control

Nature of

assets

Year acquired Approximate

value when

acquired

Approximate

current value




60

11. Liabilities

I, and/or the persons associated with me, have the following liabilities:

(Ordinary short term credit arrangements, such as credit cards or accounts, need not be mentioned unless the

cumulative liability exceeds, for example, $2000 or are of such a nature that they may be seen to give rise to a

conflict with your public duty.)

Person

concerned

Nature of

current liability

Creditor Year of incurring

liability

Current

liability

12. Any other private interest

I, and/or the persons associated with me, have the following interests, financial (not referred to

elsewhere in this statement) or otherwise, the nature of which gives rise to, or may be seen to give

rise to, a conflict of interest with my public duty:

(Reference is to be made to all indirect and contingent interests.)


BOARD PERFORMANCE REVIEW POLICY �


61

Purpose

The CMA Board operates in a complex and constantly changing regulatory and business

environment. It is important that the Board review its own performance and those of its

Committees from time to time, with a view to achieving and maintaining a high level of

performance in such an environment.

Key functions of the Board

The Board Charter outlines the Board's responsibilities and powers and those which are delegated

to Management.

The Board reviews its performance and those of its Committees, in carrying out key

responsibilities in accordance with this Policy.

Each Board member is expected to:

� Actively seek a full appreciation of the business of the CMA including key business drivers, the

risks facing the CMA and applicable risk management policies, the regulatory environment in

which the CMA operates and natural resource management sector issues;

� Actively participate in open, honest discussion and bring an independent mind to bear on

matters before the Board.

Each member of the Board will engage in a review of performance in accordance with this Policy.

Review of performance

1. The Board meets periodically for the purpose of reviewing and evaluating the performance of the

Board as a whole, in meeting its key responsibilities and achieving its objectives.

2. The Chair meets at least once a year one-on-one with each Board member for discussion on Board

performance, to allow each Board member to raise all issues considered to be relevant to the

review and evaluation.

3. The Chair meets at least once a year with the General Manager to discuss Management’s view of

the Board's performance, level of interaction with and support of Management. Such matters

arise also from time to time during meetings of the Chair and the General Manager throughout

the year.

4. Board members may at any time discuss with the Chair, any issue concerning Board performance.

5. Board members may at any time discuss with the Deputy Chair / General Manager (delete as

appropriate), any issue concerning the performance of the Chair.

6. All one-on-one discussions are confidential, unless otherwise agreed by the Board member

concerned.


BOARD PERFORMANCE REVIEW POLICY �


62

Board members are encouraged to maintain and improve their knowledge, skills and expertise

through briefings, seminars and ongoing training programs.

Composition of Board and Committees

The Board determines the criteria for Board membership and reviews the composition of the

Board in accordance with the Board Charter.

The Board seeks to ensure that there is an appropriate range of skills and expertise on each

Committee, reflecting the type and scope of work each Committee is to undertake.

Use of external consultants

The Board may engage external consultants to:

� Evaluate its performance in accordance with this Policy; or

� Implement recommendations made by the Board as a result of any evaluation.

Review of policy

The Board reviews the policy at least annually.


BOARD EFFECTIVENESS EVALUATION TEMPLATE �


63

Name: Period

Assessed

For each of the following statements about the Board, please indicate your assessment of how the

Board performs:

0 = Strongly disagree

1 = Disagree

2 = Somewhat disagree

3 = Somewhat agree

4 = Agree

5 = Strongly agree

Place a tick in the appropriate column to indicate your assessment

STRUCTURE AND SKILLS 0 1 2 3 4 5

OUR BOARD:

Is sufficiently diverse in terms of the gender, age,

and skills of its members

Undertakes a vacancy profile / skill gap analysis of

the Bord prior to seeking new Board members

Provides Board member candidates with a detailed

information package outlining knowledge, skills and

expertise requirements, selection and appointment

process, term of appointment, remuneration etc

Has Board members with financial literacy skills

Has processes in place to encourage Board renewal

while retaining “corporate memory”

Has a Code of Conduct in place outlining the legal

and ethical standards expected of Board members

and staff

Has a Conflict of Interest policy about identifying

and dealing appropriately with any actual, perceived

or potential conflict of interest including pecuniary

and non-pecuniary interests

Provides Board members with access to

independent advice, where appropriate

Has an effective induction program for new Board

members




64

STRUCTURE AND SKILLS 0 1 2 3 4 5

OUR BOARD:

Has an ongoing training and development program

for Board members

Annually evaluates its own performance (Board and

individual Board member) and addresses

deficiencies

Has committees of the Board to assist in governing

the organisation

Has committees with clearly drafted terms of

reference outlining the purpose, authorities,

responsibilities and members of the committee

Has an Audit Committee with appropriately

qualified member/s independent of the Chair of the

Board and Management

Evaluates the performance of its committees and

takes action to address any deficiencies

Periodically reviews the relevance of its committees

so that they do not continue to exist simply because

they always have.

Is clear about which managers attend and

participate in discussion at the Board and in its

various committees

Please add any additional comments

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________




65

For each of the following statements about the Board, please indicate how the Board performs:


1 = Disagree


3 = Somewhat agree

4 = Agree

5 = Strongly agree

ACCOUNTABILITY 0 1 2 3 4 5

OUR BOARD:

Ensures the CMA has effective mechanisms in place

to listen, communicate and engage with the

community

Fosters a culture of openness and transparency in

its stakeholder communications

Has an effective relationships with key stakeholders

Takes stakeholder interests into account in its

decision-making

Creates opportunities to meet with important

stakeholder groups face-to-face

Reports to stakeholders on the CMA’s performance

against planned strategies and targets

Ensures the Annual Report is comprehensive and

covers governance practices, achievements,

aspirations and required statutory and financial

information

Balances short and longer-term organisational

performance in its decision making

Understands its legal and statutory duties

Ensures the CMA complies with its legislative and

statutory responsibilities including informing central

agencies (DPC, Treasury) and regulators (ICAC,

CCYP) of significant events within the appropriate

timeframe

Ensures compliance with Ministerial directions and

requirements




66

ACCOUNTABILITY 0 1 2 3 4 5

OUR BOARD:

Concerns itself with the external reputation of the

CMA.

Can say that the CMA’s reputation is positive


________________________________________________________________________________

________________________________________________________________________________



1 = Disagree


3 = Somewhat agree

4 = Agree

5 = Strongly agree

STRATEGIC DIRECTION AND PLANNING 0 1 2 3 4 5

OUR BOARD:

Has a strategic focus

Provides avenues for key stakeholder input into the

strategic direction

Has agreed a clear strategic direction for the CMA in

consultation with Management

Rigorously reflects on and debates strategic

direction before endorsing it

Considers and addresses the risks involved in any

new strategy or major program

Has Board members who can answer the question

“Our strategic direction is…..?”

Balances long-term planning (> Five (5) years)

objectives against short-term planning objectives

Periodically reviews the strategic plan to ensure its

continued relevance




67

STRATEGIC DIRECTION AND PLANNING 0 1 2 3 4 5

OUR BOARD:

Has detailed the measures (financial and non-

financial) it uses to monitor achievement of the

strategic plan

Approves operational (usually annual) plans which

align with the strategic plan

Approves budgets which align with the strategic and

operational plans


________________________________________________________________________________

________________________________________________________________________________



1 = Disagree


3 = Somewhat agree

4 = Agree

5 = Strongly agree

POLICY 0 1 2 3 4 5

OUR BOARD:

Has endorsed a Board Charter covering such matters as

the role of the Board, the Board’s processes, and the

relationship between the Board and the General Manager

Understands the distinction between Board policy and

operational policy and leaves operational policy to

Management to develop and implement

Has clarified the organisational matters which the Board,

rather than Management, must decide

Has endorsed a clear and effective grievance

policy/procedure




68

POLICY 0 1 2 3 4 5

OUR BOARD:

Has a compliance system in place covering law and

regulations, internal controls and reporting, and financial

security

Has a risk management strategy which complies with

national standards

Has ensured policies are written in a user-friendly style.

Has gathered all of its policies together in a Board Manual

for easy reference and accessibility

Includes other important documents (eg Strategic Plan,

annual Investment Program, budget, Board Charter etc) in

its Board Manual

Periodically, reviews Board policies and updates when

necessary


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________




69



1 = Disagree


3 = Somewhat agree

4 = Agree

5 = Strongly agree

MONITORING AND SUPERVISION 0 1 2 3 4 5

OUR BOARD:

Does not, unduly, interfere in operational issues which are

the domain of Management

Monitors achievement of the strategic plan by periodic

reporting of agreed, measurable, key performance

indicators (financial and non-financial)

Monitors achievement of the operational (annual) plan by

reference to agreed, measurable, key performance

indicators (financial and non-financial)

Oversees an adequate internal and external audit process

and systems

Receives financial statements and reports which are

adequate for it to discharge its duties

Receives financial reports frequently enough to allow it to

take appropriate action

Requires the General Manager to state in writing that

financial reports present a true and fair record and are in

accordance with relevant accounting standards

Meets annually with the external auditor to discuss

identified issues

Requires the General Manager to provide written

confirmation that the CMA’s risk management systems

are operating efficiently and effectively

Oversees important organisational risks including

compliance

Periodically measures community attitudes as an indicator

of organisational success




70

MONITORING AND SUPERVISION 0 1 2 3 4 5

OUR BOARD:

Monitors CMA performance against like-organisation

benchmarks

Monitors Management compliance with Board policy

(sometimes by exception reporting where operations

move outside pre-agreed, acceptable parameters)

Has agreed, with Management, the format and style of

the reports it receives to monitor organisational

performance

Receives General Manager reports with “no surprises”


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________



1 = Disagree


3 = Somewhat agree

4 = Agree

5 = Strongly agree

GENERAL MANAGER AND SUCCESSION 0 1 2 3 4 5

OUR BOARD:

Employs the General Manager under an employment

agreement which includes a position description and

details about the process for reviewing their performance

Has clear, written delegations (financial and non-financial)

of autonomy to the General Manger setting out

accountabilities and reporting requirements

Has a process for reviewing the performance of the

General Manager




71

GENERAL MANAGER AND SUCCESSION 0 1 2 3 4 5

OUR BOARD:

Manages and assesses the performance of the General

Manager based on the strategic and operational (annual)

key performance indicators of the organisation

Takes appropriate action in the event of unsatisfactory

performance of the General Manager

Has a succession plan in place for the position of General

Manager


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________




72



1 = Disagree


3 = Somewhat agree

4 = Agree

5 = Strongly agree

LEADERSHIP AND TEAMWORK 0 1 2 3 4 5

OUR BOARD:

Can say that harmonious and effective working

relationships exist between Board members

Has documented appropriate appointment procedures for

the Chair and Board members

Has a written position description for the Chair which

clearly defines expectations and time commitments

Periodically, evaluates the performance of the Chair and

takes action to address any deficiencies

Seeks to fill Board positions with individuals whose

behaviours will bolster the Board’s work as a team

Has a collegiate approach to decision making

Conducts meetings in a way which ensures meaningful

participation

Allows Board members to voice dissenting points of view

in an environment of candid discussion

Behaves according to the values of the CMA

Has sufficient access to the General Manager and senior

Management in and outside Board meetings

Has a protocol about who speaks for the CMA and when

Has endorsed policies covering Board and Management

interaction

Is clear about how it uses Board members’ contacts and

networks




73

LEADERSHIP AND TEAMWORK 0 1 2 3 4 5

OUR BOARD:

Recognises the right of Board members to access staff to

request information/additional information,

appropriately, to enable proper execution of duties


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________



1 = Disagree


3 = Somewhat agree

4 = Agree

5 = Strongly agree

MEETINGS 0 1 2 3 4 5

OUR BOARD:

Has an annual calendar outlining the frequency, location

and timing of Board meetings

Has agreed how the agenda for each meeting will be

developed and the items for regular inclusion

Has agendas to which all Board members can contribute

Has agreed a standard format for Board papers

Receives Board papers in sufficient time before Board

meetings to allow for preparation and, if necessary,

clarification

Has concise Board papers

Requires written Board papers before making a decision




74

MEETINGS 0 1 2 3 4 5

OUR BOARD:

Requires a business case for each major project or

significant activity prior to committing resources and

assesses that a “worst case” scenario can be mitigated or

managed by the CMA

Makes key decisions based on a thorough review of all

available information and assessed against the risk

management framework

Uses a collaborative, decision-making approach rather

than a more formal, voting style

Has meetings of appropriate duration

Schedules time to meet, periodically, without

Management present, to discuss any sensitive issues and

immediately advises the General Manager of the

outcomes of that discussion

Ensures minutes adequately reflect Board discussions and

decisions

Receives minutes of meetings within an agreed time

following the meeting to allow for checking while memory

is fresh

What are the three (3) main governance issues concerning the Board?

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75

What are the three (3) governance strengths of the Board?

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Identify three (3) changes the Board should make to improve its effectiveness?

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Please add any other comments you may have regarding the performance of the Board

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BOARD MEMBER SELF ASSESSMENT FORM TEMPLATE �


76

Name

Date of self assessment

Please identify the desired outcome of the appraisal

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Please identify your performance strengths / positive contribution

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Please identify the constraints impacting on your effective performance

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Please identify the areas you consider require attention

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BOARD MEMBER SELF ASSESSMENT FORM TEMPLATE �


77

What are your training / development needs?

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Future objectives

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