Board Responsibilities

On behalf of the members the Board of Management is responsible for the stewardship and future well being of Australian Teachers of Dancing Ltd (hereinafter referred to as ATOD).  The Board should exercise leadership, enterprise, integrity and judgement in directing ATOD so as to provide assurance of its continuing and lasting prosperity.  It should endeavour to apply and achieve the highest possible standards of corporate governance.  The Board should always act in the best interest of ATOD and in a manner based on transparency, accountability and responsibility.

In discharging their responsibilities the Board, and individual Board members, have a duty to act in the best interests of ATOD as a whole, irrespective of personal, professional, commercial or other interests, loyalties or affiliations.

To discharge these obligations the Board should assume responsibility in at least the following areas:

 

1.  Governance Philosophy and Approach

The Board will govern ATOD with an emphasis on:

• a future focus rather than a preoccupation with the present or past
• strategic issues rather than administrative detail
• pro-activity rather that reactivity
• encouraging a diversity of opinions and views
• the development and expression of a collective responsibility for all aspects of the Board’s performance
• continuing improvement in Board and individual Board member effectiveness
• the interests of ATOD as a whole.

2.  Strategic Leadership

•  Provide input that assists in identifying and understanding emerging trends and issues.
• Review ATOD’s situation and agree the broad framework within which the strategic and business plans will be prepared each year.
• Establish the strategic direction for the organisation.
• Recommend any significant shifts in the broad strategic direction of ATOD to the members.
• Ensure the development of medium term and annual business plans.
• Review and approve ATOD’s financial objectives, plans and actions, including significant capital allocations and expenditures.

3.  Monitoring Progress

• Monitor corporate performance against the strategic direction, including assessing operating results to evaluate whether the business is being properly managed.

4.  Risk Characterisation

• Identify and characterise the principal risks faced by ATOD and ensure that appropriate systems are in place to avoid or mitigate these risks.  The Board has a particular responsibility to ensure that risks are identified and well managed.

5.  Direction of Executive Performance

• Select, monitor the performance of and, if necessary, replace the Administration Management Committee (hereinafter referred to as COMPANY ADMINISTRATIVE OFFICER) and ensure there is a succession plan for senior management.
• Maintain an up-to-date framework for defining the Board’s expectations of the Company Administrative Officer’s performance including the setting of clear, annual performance objectives.
• Provide regular, honest and rigorous performance feedback to the Company Administrative Officer on the achievement of such expectations.
• Ensure there are positive conditions for the motivation of senior management and ensure that there is adequate training to support them in their role.

6.  Compliance and Integrity

• Ensure ethical behaviour and compliance with the Board’s policies, laws and regulations, audit and accounting principles and ATOD’s stated values and its governance documents.
• Ensure the integrity of ATOD’s internal control and management information systems so that its decision-making capability and the accuracy of its reporting are maintained at a high level at all times.

7.  Board Focus

• Ensure that the Board makes the best possible use of its meetings by dealing only with matters that have governance level significance, by focusing primarily on the future (the Board cannot influence the past) and, within a defined policy framework, by delegating as much as possible to the Company Administrative Officer .
• Ensure that reports and proposals for the Board are timely, contain content and are formatted so as to reinforce and support the Board’s governance role.
• The Chairperson in conjunction with the Company Administrative Officer will establish the agenda for each Board meeting although each Board member is free to suggest the inclusion of item(s)on the agenda.  To the extent possible (given some matters worthy of the Board’s attention may be unforeseen) agendas will be based on a schedule of subjects agreed at the beginning of each year.

8.  Material Transactions

• Review and approve transactions that are not consistent with the ordinary course of business (i.e. of considerable size, or of an unusual nature).

9.  Monitoring and Enhancing Board effectiveness

• Assess annually its own effectiveness in fulfilling this charter and other Board responsibilities, including the effectiveness of individual directors.

10.  Assurance of accountability

• Remain up to date in terms of members’ concerns, needs and aspirations.
• Identify ATOD’s members by determining how ATOD should relate to them including reporting to them on a regular basis on the performance of the organisation.

Expectations of Board Members

To execute these governance responsibilities, Board members must, so far as possible, possess certain characteristics, abilities and understandings.

 

1.  Responsibilities of Board Members 

 

Board Members fulfil their fiduciary duty to act in the best interests of ATOD at all times regardless of personal position, circumstances or affiliation.  They are familiar with the constitutional arrangement of ATOD and are aware of, and fulfil, the statutory and fiduciary responsibilities of a director.

The Code of Ethics and Proper Practice and The Conflict of Interests policies provide direction to Board Members and the Board in addressing key ethical issues.

Board Members are punctual and attend regularly for the full extent of Board meetings and are willing to contribute between meetings if required.  They come fully prepared for Board meetings.

 

2.  Strategic Orientation

 

Board members are future oriented, demonstrating vision and foresight.  They are able to think conceptually, taking a big picture” perspective.  They are able to synthesise and simplify complex information and ideas.  They focus on strategic goals and policy implications rather than operational detail.  They understand and focus on issues that are key to the success of ATOD.

 

3.  Integrity and Accountability

 

Board Members of ATOD must demonstrate high ethical standards and integrity in their personal and professional dealings, and be willing to act on – and remain collectively accountable for – their boardroom decisions, even if these are unpopular.

 

4.  Informed and Independent Judgement

 

Each member of the Board must have the ability to provide wise, thoughtful counsel on a broad range of issues.  He or she must have (or be able to develop) a sufficient depth of knowledge about the business of ATOD.  This is in order to understand and question the assumptions upon which strategic and business plans and important proposals are based, and to be able to form an independent judgement as to the probability that such plans can be achieved, or proposals successfully implemented.  Each Board Member must be willing to risk rapport with fellow directors in taking a reasoned, independent position.

 

5.  Financial Literacy

 

Because the Board must monitor financial performance, Board Members must demonstrate at least a basic level of financial literacy.  They should be able to read financial statements and understand the use of financial ratios and other indices used for evaluating the performance of ATOD.  To achieve this appropriate training and support will be provided by ATOD.

 

6.  Participation

 

Each Board Member enhances the Board’s deliberations by actively offering questions and comments that add value to the discussion.  Each is at ease with fellow Board Members participating in a constructive manner that acknowledges and respects the contribution of others at the table including the executive team.  Board Members must be able to accept challenge from others without becoming defensive.  They foster teamwork and engender trust and are willing to change their positions after hearing statements of the reasoned viewpoints of others.

 

Code of Ethics and Proper Practice

The Board is committed to the adoption of ethical conduct in all areas of its responsibilities and authority.

Board Members shall:

• Act honestly and in good faith at all times
• Declare all interests that could result in a conflict between personal and organisational priorities.
• Be diligent, attend Board meetings and devote sufficient time to preparation for Board meetings to allow for full and appropriate participation in the decision making of the Board.
• Ensure scrupulous avoidance of deception, unethical practice or any other behaviour that is, or might be construed as, less than honourable in the pursuit of the business of ATOD.
• Not disclose to any other person confidential information other than as agreed by the Board or as required under law.
• Act in accordance with their fiduciary duties, complying with the spirit as well as the letter of the law, recognising both the legal and moral duties of the role.
• Not do anything that in any way denigrates ATOD or harms its public image.

The Board shall:

• Ensure that there is an appropriate separation of duties and responsibilities between itself and the Company Administrative Officer.
• Make every reasonable effort to ensure that ATOD does not raise community, supplier or member expectations that cannot be fulfilled.
• Meet its responsibility to ensure that all staff employed by ATOD are treated with due respect and are provided with a working environment and working conditions that meet all reasonable standards of employment as defined in relevant workplace legislation.
• Regularly review its own performance as the basis for its own development and quality assurance.
• Carry out its meetings in such a manner as to ensure fair and full participation of all Board Members.
• Ensure that the assets of ATOD are protected via a suitable risk management strategy.

Conflict of Interests

The Board places great importance on making clear any existing or potential conflicts of interest for Board Members.
Conflicts of interest may occur when a Board Member:

• or his/her immediate family or business interests, stands to gain financially from any business dealings, programmes or services provided to ATOD.
• offers a professional service to ATOD.
• stands to gain personally or professionally from any insider knowledge if that knowledge is used for personal or professional advantage. Any business or personal matter which could lead to a conflict of interest of a material nature involving a Board Member and her role and relationship with ATOD, must be declared and registered in the Register of Interest.

All such entries in the Register shall be presented to the Board and included in the minutes at the first board meeting following entry in the records.

All conflicts of interest must be declared by the director concerned at the earliest time after the conflict is identified.

The Board shall determine whether or not the conflict is of a material nature and shall advise the individual accordingly.

Where a conflict of interest is identified and/or registered, and the Board has declared that it is of material benefit to the individual or material significance to ATOD, the Board Member concerned shall not vote on any resolution relating to that conflict or issue.

The Board Member shall only remain in the room during any related discussion with Board approval.

The Board will determine what records and other documentation relating to the matter will be available to the Board Member.

All such occurrences will be included in the minutes.

Individual Board Members, aware of a real or potential conflict of interest of another Board Member, have a responsibility to bring this to the notice of the Board.
 

Governance Policies

• The Board is committed to governing through policies, enabling it to speak with one voice on critical issues and core values.

Chairperson Role Description

• The President/Chairperson provides leadership to the Board, ensuring that the processes and actions are consistent with its policies.  As appropriate the President/Chairperson represents the Board and the organisation to outside parties.
• The President/Chairperson is empowered to chair Board meetings and meeting discussion content will be confined to governance matters as defined in the Board’s policies.
• All Board Members will be treated even-handedly and fairly and will be encouraged and enabled to make a contribution to the deliberations of the Board.
• There may be times when the President/Chairperson is called upon to interpret a Board policy or policies to outside parties or in the absence of the Board.  All such interpretations shall reflect both the stated intent and spirit of the policy/ies.
• The President/Chairperson has no authority to unilaterally change any aspect of Board policy.
• With the approval of the Board, the President/Chairperson may establish a regular communication arrangement with the Company Administrative Officer in which there is an exchange of information.  This might also provide an opportunity for the Company Administrative Officer to use such sessions as a sounding board for proposed actions or to check interpretations of board policy.  However, the President/Chairperson will recognise that such sessions are not used to “personally” supervise or direct the Company Administrative Officer.  The President/Chairperson will not inhibit the free flow of information to the Board necessary for sound governance.  Therefore the President/Chairperson will never come between the Board and its formal links with the  Company Administrative Officer.
• The President/Chairperson may delegate aspects of the authority accompanying the position but remains accountable for the overall role.

Agenda Planning

To meet standards of good governance, the Board will follow a one year agenda that:
(a) regularly reviews the achievement of, or progress towards the achievement of, the Board’s strategic direction and reviews relevant strategic issues
(b) provides assurance that all relevant compliance requirements are addressed, and
(c) improves Board performance through education and continuous focus on its governance effectiveness.
The Board will develop an annual agenda setting out a framework for the work for the next 12 months.
Examples of recurring and once-off agenda items include:

• Scheduled review of Board stated results as indicated in the Board’s strategic planning statements, e.g. via President reports and presentations.
• Scheduled time for strategic thinking.
• Scheduled assessment of organisation risk.
• Governance education as appropriate e.g. sessions that facilitate a better understanding of the Company’s business.
• Other policy compliance monitoring both in respect of the Company Administrative Officer and other Board policies e.g. regular financial and non-financial reporting.
• Board effectiveness review.
• Company Administrative Officer performance appraisal review meetings (setting up and reporting) and remuneration review.
• Preparation for or review of Annual General Meeting matters.
• Report from Treasurer regarding meeting with the external auditor.
• Scheduled reporting by the Audit Committee or other Board committees.
• Specific Board discussion relating to projects currently underway, e.g. development of Systems of Training, promotions etc.
• All other matters that the Board can plan for.

 

Board Member Induction

The Board will provide a thorough induction to all new Directors into the affairs of the Board and ATOD.
Prior to attendance at their first Board meeting, new Board members will:

• receive a copy of the Board of Directors Handbook including governance policies, articles/Constitution and other relevant legal governance documentation, current and recent meeting papers, an organisational chart, contact details for other Board Members and key staff, meeting protocol and procedure, a glossary of key terms, definitions and acronyms, the meeting schedule for the current year and the annual agenda.
• Meet with the President/Chairperson for a governance familiarisation.  This meeting may be held as a group session or with individuals.
• Meet with the Company Administrative Officer for an operational familiarisation.

 

Board Appointed Sub-Committees

• The Board of Directors will appoint sub-committees from time to time, such as the Membership Committee, Core Committee for the Development of Systems of Training, and the Finance Committee.  Sub-committees shall have Terms of Reference or Role Definition clearly defining their role, life span, procedures and functions, and the boundaries of their authority, reviewed annually.
• The Board will appoint a minimum of one Director to each sub-committee.  A Director must be the Chairperson of the sub-committee unless otherwise appointed by the Board.  A decision of a Board sub-committee exercising delegated authority is a decision of the Board.  Sub-committees may co-opt outside members from time to time in order to bring additional skills, experience or networks.
• Sub-committees cannot exercise authority over staff nor shall they delegate tasks to any staff unless the Company Administrative Officer has specifically agreed to such delegations.
• Unless explicitly empowered by the full Board, sub-committees or working parties cannot make binding Board decisions or speak for the Board.  For the most part the function of Sub-committees, in fulfilling their role, is to make recommendations to the Board.  These sub-committees must keep minutes of all meetings and/or prepare a written report for submission prior to each Board meeting.
• If requested by the Board all sub-committees must have pre-planned budgets for perusal by the National Treasurer and/or the Board of Directors prior to the event.  Guidelines and procedures will be outlined by the Board should a request be made.

Board Development

The value-adding role of the Board requires that all Directors must have access to professional development relevant to their duties as a Board Member.

• The Board will make every reasonable effort to facilitate training for all Board Members and for the Board as a whole to maximise the value-adding contribution to ATOD.
• The Board will annually carry out a review of its performance.
• To assist it to fulfil its monitoring responsibilities the Board may engage outside assistance.  This includes but is not limited to financial audit.