|ASF Structure & Governance|
CORPORATE GOVERNANCE CHARTER
AusSchol is an incorporated association, registered in New South Wales. The operations and management of AusSchol Inc. are overseen by a Council elected by members (“Members”) of the Association. The Australian Scholarships Foundation (ASF) is the Deductible Gift Recipient Fund of AusSchol Inc. and is the primary operating entity. ASF is controlled by a Board appointed by the Council of AusSchol Inc.
AusSchol and ASF are bound by the same Corporate Governance Charter, which is endorsed by the Members.
For convenience, the Council of AusSchol and the Board of ASF are referred to in this Charter, jointly, as the “Board”, and as ASF is the operating arm of AusSchol, the entity is referred to as “ASF” or “the organisation”. Members of the Council of AusSchol Inc and members of the Board of the Australian Scholarships Foundation are herein referred to as “Directors”.
The Board recognises its role in overseeing the determination of, and implementation of, processes which reflect good corporate governance. It continues to refine and improve the governance framework and practices in place to ensure they meet the interests of stakeholders including Directors, Members of the Association, donors and funding bodies (including local, State and Federal Governments), education providers, employees, volunteers, scholars, supporters and the community at large.
Although ASF is not a listed entity it supports the Australian Securities Exchange Principles of Good Corporate Governance and Best Practice Recommendations and applies them insofar as it is sensible and realistic to do so in the context of a not-for-profit (“NFP”) organisation.
A description of ASF’s main corporate governance principles is set out below.
1. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Role of the AusSchol Council and ASF Board (the "Board")
The Board operates in accordance with the Constitution and Board Charter. The Constitution and the Charter detail the roles and responsibilities of the Board as well as its membership and operation.
The Board is responsible to Members for the performance of the organisation in both the short and longer term.
Responsibilities of the Board
The responsibilities of the Board include:
- Oversight of Management
- Financial and Capital Management
- Business Plans
- Compliance, Risk Management, Ethics and Sustainability
As part of the oversight of management, the Board has established a process of annual performance review and goal planning.
CEO and Delegation to Management
Day to day management of the organisation’s affairs and the implementation of the corporate strategy and policy initiatives are delegated to the CEO.
2. STRUCTURE THE BOARD TO ADD VALUE
The Board is comprised entirely of independent non-executive Directors. The Board seeks to ensure that it has a Board with an appropriate range of skills, experience, expertise and members (Directors) who have an understanding and competence to deal with the current and emerging issues in the organisation’s activities. The organisation’s succession plans are designed to maintain that appropriate balance of skills, experience and expertise on the Board.
To ensure their independence and absence of conflicts of interest, the Board’s practice is that Directors may not be current employees of the organisation.
Details of the members of the Board (the Directors), including their experience and expertise, are included on ASF’s website.
The Chairman and CEO
The Chairman is responsible for the leadership and effective performance of the Board. The Chairman is independent of the role of the CEO of the organisation.
Term of Office
The organisation’s Constitution specifies that one third of the Directors and any Director who has held office for 3 years or more since last being elected at an annual general meeting must retire from office. Retiring directors may stand for re-election.
An induction is provided to educate new Directors about the operation of the Board and its committees, and financial, strategic, operations and risk management issues, the corporate strategy and the expectations of performance of Directors.
Independent Professional Advice
Following consultation and approval by the Chairman, Directors are entitled to seek independent professional advice at the Company's expense. Any such advice provided to individual Directors must be shared with the Chairman and the Board.
Review of Board Performance
The Board has processes in place to regularly review its composition and annually evaluates its collective and individual directors' performance and development needs. The reviews cover a range of issues including the Board's performance, processes and interaction with management and individual directors' specific contribution to the ongoing performance and strategic direction of the organisation. External advisors and systems are used where appropriate.
Board Meeting and Board Committees
The Board meets at a frequency that allows it to discharge its duties effectively. The CEO participates in Board meetings. Agenda setting is a collaborative process that is coordinated by ASF’s Secretary, guided by a formal calendar of activities, with input from the Board Chairman and the CEO, and with final approval by the Board Chairman.
Membership of the committee is based on Directors’ qualifications, skills and experience.
Any Director is entitled to attend any meeting of the Executive or other committees of the Board. All committees keep minutes of all discussions and those minutes are tabled at the subsequent Board meeting.
From time to time the Board may also establish ad hoc committees to assist with specific issues or projects, including assessment of scholarships applications.
Nominations and Remuneration Committee
The Board as a whole, given the small size of the organisation’s activities:
To keep ASF’s scholarships strategy contemporary and relevant, and to help identify trends and influences in the Australian NFP sector, ASF has appointed a small group of people to its Advisory Panel. No fees are paid for serving as a member of the Advisory Panel.
3. PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING
Code of Conduct
The Board expects ASF as a whole, every Director, officer employee, contractor, consultant, volunteer or associate (collectively “employees”) to conduct themselves with the highest ethical standards. ASF has developed a Code of Conduct (the Code) which outlines ASF’s expectations and enables employees to share a common understanding of how to conduct themselves in a manner that upholds and maintains ASF’s values.
4. SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
In fulfilling its responsibilities, the Board:
The organisation appoints external auditors who clearly demonstrate quality and independence. The performance of the external auditors is reviewed annually.
5. STAKEHOLDER COMMUNICATIONS
6. RECOGNISE AND MANAGE RISK
7. REMUNERATE FAIRLY AND RESPONSIBLY
Revised November 2012