Board Charter

Governance > Board of Directors > Board Charter

Policy Approved by Board of Directors 28 June 2020

Authorised by Chief Executive Officer

Date Reviewed: 27 November 2024

Next Review Date: November 2027

Purpose

This Charter sets out the role, responsibilities, structure and processes of the Kyeema Board. If there is any inconsistency between this Charter and Kyeema’s Rules, Kyeema’s Rules prevail to the extent of any inconsistency.

Purpose

Scope

This Charter applies to all Kyeema directors, office bearers and the CEO.

Roles and Responsibilities

The role of the Board is to set the strategic direction for Kyeema with regard to Kyeema’s purpose and to guide and support the organisation to deliver on its strategic initiatives, through strong governance and agile decision making.

The Board is accountable to its key stakeholders – participants, families, customers, members, staff, and funding agencies – for the performance of the organisation.

In performing its role, the Board aspires to best practice governance standards and endorses the Australian Institute of Company Directors Good Governance Principles and Guidance for Not-for-Profit Organisations.

The key responsibilities of the Board are as follows:

a. Approving any change to Kyeema’s Vision and Purpose Statement.

b. Approving any recommendation to Kyeema’s members regarding changes to Kyeema’s Rules.

c. Selecting, appointing and monitoring the performance of the CEO

d. Setting the strategic direction of Kyeema.

e. Ensuring the sustainability of Kyeema financially and non-financially.

f. Demonstrating and promoting a culture and behaviours that are ethical and are matched to Kyeema’s strategy and purpose.

This Charter also contains the position descriptions for the roles of:

• Director

• Board Chair

• Deputy Chair

• Chair of the Finance, Audit and Risk Committee

• Chair of Governance Committee, and

• Chair of the Neighbourhood House Committee

Role and Delegation to Management

On behalf of the Kyeema Board, the CEO is responsible for the development of Kyeema’s strategic plan and the achievement of planned targets for the organisation.

Management of Kyeema’s day to day operations is undertaken by the CEO and is subject to specified delegations of authority approved by the Board.

Any matters or transactions outside the delegations of authority must be referred to the Board or Board Committee (as applicable) for approval.

Board size and composition

The Board is responsible for:

a. Identifying and evaluating possible future directors to the Kyeema Board and non-director members of Committees.

b. Appointing directors to fill casual vacancies on the Kyeema Board.

c. Appointing and removing directors from appointed director positions on the Kyeema Board.

d. Making recommendations to Kyeema’s members for the appointment or removal of elected directors.

No director may hold office for a continuous period of 9 years unless permitted under the Rules.()

The size of the Board will be no less than five directors. The Board will regularly review whether the size of the Board is appropriate and will make recommendations to members regarding any change to the maximum or minimum number of directors under the Rules.

Collectively, the Board should have a broad range of skills, experience and knowledge necessary to guide the operations of Kyeema. This includes an understanding of the experience of disability, the disability sector, and key stakeholders for the organisation.

The Board will determine and regularly review the composition of the Board having regard to the optimum number and skill mix of directors, subject to the limits of the Rules and the terms served by existing directors.

Board positions

The positions of Board Chair and Deputy Chair are elected by the Board annually after the annual general meeting. Position descriptions for these roles are attached.

Directors who wish to nominate for the role of Chair will do so in accordance with the nominations process approved by the Board from time to time.

Committees

Board Committees are established by the Board. Committee members including committee chairs are appointed by the Board and committee positions are reviewed at least annually by the Board after each annual general meeting.

The standing committees of the Board are:

• Finance, Audit & Risk Committee

• Governance Committee.

• Neighbourhood House Committee

The Board may approve the establishment of such working groups as it deems necessary.

The Board may issue policy directions to such working groups. If a working group does not comply with approved policy directions, the Board may terminate the working group.

Secretary

The Board will appoint a Board Secretary in accordance with Kyeema’s Rules. All directors will have direct access to the Board Secretary, who in Kyeema’s case is the CEO.

The Board Secretary’s role includes:

a. Ensuring that the agenda for Board meetings is developed in a timely and effective manner for review and approval by the Chair.

b. Ensuring that board papers are developed in a timely and effective manner.

c. Drafting and maintaining minutes of Board and Committee meetings.

d. Ensuring that Board decisions are notified to and implemented by management.

e. Ensuring that compliance requirements of the Board are met in including regulatory filings to relevant statutory and regulatory bodies.

f. Providing advice and guidance to the Board on governance matters as required.

g. Obtaining legal advice at the request of the Board.

h. Working with the Chair to maintain and deliver best practice governance.

Board meetings

The Board will have a minimum of six meetings per year.() The meetings will be held at times and place determined by the Board.

A quorum for a Board meeting is half plus one of available board directors at time of meeting attending either in person or via teleconference or video conference.()

The expectation is that Board Directors will check emails no less than once per week.

Should Directors be unable to attend to Board business for more than one week, they should advise the Chair. This may require taking Leave of Absence from Board duties.

The Board and its committees may at any time hold ‘in camera’ sessions, without the CEO and/or other management present. However, such sessions will not be used excessively and ideally the broad nature of those discussions should be communicated to the CEO as soon as possible after such a meeting.

The Board will establish an annual calendar for Board meetings.

Board papers

The Board will manage board papers as strictly confidential and in accordance with protocols approved by the Board from time to time.

The Board Secretary will be responsible for keeping the original Board Papers.

Board and Committee members will have access to Board policies and procedures as updated from time to time.

Board minutes will record attendees, confirmation of interests, Board decisions and delegated actions.

Draft minutes will be circulated to the Chair for review within three working days following a Board meeting.

Board decision making

Board decisions will be informed by available and relevant data and information. Directors will ensure they are informed before proceeding with their decision and will seek further information or clarification if required.

Board decisions will be by consensus however should this approach fail, a majority vote will apply. In the event of equal numbers, a casting vote by the Chair will decide the matter.()

External advice

The Board or committee may resolve to obtain external advice where considered relevant to issues before it. Directors are not to obtain separate advice on Board or committee issues.

The Chair of the Board or Committee will procure any external advice agreed to be obtained.

Board Performance and Review

The Board will undertake regular assessment and review of the performance of the Board, its committees, and individual directors. This is led by the Board Chair.

A mixture of both external and internal reviews will be conducted.

Directors are expected to undertake continuous education and professional development relevant to their role as directors of Kyeema.

Membership

All Directors automatically become a member of Kyeema. Please refer to Section 7 of the Kyeema Rules. The membership also requires an annual fee.

Annexure 1 - Position Description Board Chair

Function	The Chair represents the Board to members and communicates the Board’s position. In addition to the criteria required of a director the Chair must have sufficient experience, leadership skills and influence to participate in and progress initiatives.
Position responsibilities	• Establishing the agenda for Board meetings. • Chairing Board meetings, the AGM and other meetings of members. • Ensuring that Board minutes properly reflect Board decisions. • Managing Board interactions to be effective, open, focused, constructive, collegiate, and respectful. • Managing the formal reporting line between the Board and the CEO. • Meeting with the CEO on a regular basis to review the CEO’s performance against key performance indicators approved by the Board. • Ensuring that there is a process for regularly evaluating the performance of the Board and individual directors. • Meeting with individual directors (approximately annually) as part of the performance evaluation process. • Ensuring that there is a process for induction of new directors. • Appointing a mentor for new directors • Ensuring that the Board allocates time each year for strategy development and that strategy alignment is considered as a factor in every Board decision
Term	Annual
Time commitment	Approximately 5 – 7 hours a month which may be more depending on current issues or activities (these may include CEO recruitment, Board recruitment, stakeholder relations).

Annexure 2 - Position Description Director

Function	Directorship on the Board of Kyeema is a volunteer position to provide strategic leadership, support and guidance to the organisation and its stakeholders. The Board is responsible for the overall governance, management and strategic direction of the organisation and is accountable to stakeholders and the community in ensuring the mission and purpose of the organisation are met. Directors are not required to be involved in day to day operations however Kyeema encourages directors to contribute their time in committees or other projects as required by the business. As a not for profit, the capacity of directors to help is valued.
Role requirements	It is an ongoing requirement that each director complies with the Director Code of Conduct. Kyeema expects that each director will ensure they are up to date with the responsibilities and capabilities required to operate as a director on its board. In additions, directors must: • be willing to serve on at least one board committee and participate actively in its work • be willing to invest in developing their own governance skills • be informed of the services/projects undertaken by Kyeema and support them publicly • prepare for and participate in the discussions and deliberations of the Board • comply with the Rules.
Position responsibilities
Planning and organising		• Establish and maintain the vision and mission and values of the organisation • Oversee and ensure an appropriate strategic planning process and planning outcomes • Participate in establishing and reviewing organisational policies
Board and CEO performance		• Participate in Board succession including recruitment/induction of new directors and the Board performance review • Attend and participate in monthly Board meetings and other meetings as required from time to time • Oversee and evaluate the performance of the CEO and through the CEO, receive reports on the performance of senior managers. Review and approve the CEO remuneration.
Operations		• Drive organisational performance so as to deliver value to people with disability • Monitor performance against policies and strategic plan • Provide candid and constructive criticism, advice and comments – critically review reports and information provided • Participate in major decisions such as program changes, capital expenditure etc. • Engage with stakeholders where required to understand and promote the business • Promote Kyeema’s interests actively within the broader community • Represent Kyeema to key agencies and sectors such as government, funding bodies, the community sector and the media • Oversee the design, implementation and periodic review of appropriate policies, processes and codes for the organisation
Finance and Risk		• Approve the organisation’s budgets and business plans and monitor major capital expenditures • Ensure Kyeema’s financial affairs are managed responsibly • Ensure that published reports properly reflect the operating results and financial condition of the organisation • Ensure appropriate risk assessment and management procedures are in place • Ensure the organisation is always in a position to pay its debts and does not trade insolvent
Term		3 years from date of the first AGM after appointment.
Time commitment		A director must be prepared to commit at least 4 to 6 hours a month to review Board papers, assist with extra responsibilities as required eg. To attend special events, respond to emails and requests for issues requiring attention outside Board meeting

Annexure 3 - Position Description Sub Committee Chairs and Deputy Chair

Chair Finance, Audit and Risk Committee
Additional roles and responsibilities	• Advise the Board chair of any immediate risks to the organisation • Attend and chair Finance, Audit and Risk Committee meetings • Prepare Finance, Audit and Risk Committee meeting agendas in consultation with the CEO • Review all Finance, Audit and Risk Committee meeting minutes and papers in consultation with CEO prior to distribution • Prepare and report recommendations for Board meetings.
Time commitment	At least 2 hours a month. Extra time may be required for the preparation of annual financial statements.
Chair Governance Committee
Additional roles and responsibilities	• Attend and chair Governance Committee meetings • Prepare Governance Committee meeting agendas in consultation with the CEO • Review all Governance Committee meeting minutes and papers in consultation with CEO prior to distribution • Prepare and report recommendations for Board meetings.
Time commitment	Approximately 2 hours a month. Extra time may be required for CEO and Board recruitment as needed.
Chair Neighbourhood House Committee
Additional roles and responsibilities	• Attend and chair Neighborhood House Committee meetings • Provide input to agendas in consultation with Corporate Services Manager (CSM) • Review meeting minutes and papers in consultation with CSM prior to distribution Prepare and report recommendations for Board meetings.
Time Commitment	Approximately 5 hours a year plus meeting attendance

Deputy Chair

Additional roles and responsibilities

• Fulfil roles and responsibilities of the Board Chair in their absence or at their request.

• The role of deputy chair does not succeed the role of chair should the chair leave the Board.

Time commitment

Approximately an extra 6 hours per annum.