If you are considering putting yourself forward for election to sit on the ACA Board, there are some important things to consider. It is important to understand that directors are required to act in the best interests of the company, ensuring that the company can fulfil its role of delivering on behalf of the entire membership in accordance with the agreed strategic direction and objects of the ACA.
Society and the legal framework demand that directors ensure organisations act in an appropriate manner. The directors of a board must act ethically even beyond obeying the law and will be held accountable for the organisation’s behaviour. There are severe penalties for a failure in this area.
Corporate governance requires that a board put in place systems to direct and control the operation of the company ensuring that it complies with the related regulatory body/s requirements. In our case, these regulatory bodies are ASIC and the ATO and the company must abide by Common and Statute Law.
While the company will employ or contract people to undertake these tasks it is the board that is ultimately responsible for the outcome of the activities and must sign off on the work done as meeting these regulatory requirements. Directors must keep abreast of an often complex and rapidly changing business environment and ensure that the business is being run in accordance with any changes that might occur.
A Skills-Based Board
In recent years, the ACA Board has increasingly operated under the parameters of a skills-based board, adopting the Australian Institute of Company Directors (AICD) Not-for-Profit Governance Principles. These principles include diversity and performance as key attributes of being a director of a company limited by guarantee. Importantly, it is about bringing something meaningful to the board table to progress the strategic directions of the ACA.
Despite a perception that a particular board member from a particular region may ensure their region of origin will be represented at the board level, this is not the case. A company is a separate entity by law and any director who serves on the board of that company must do so for the benefit and prosperity of the company. Failure to do so would mean they would be in breach of ASIC regulations. A director of a company is primarily concerned with the running of that company, not representing other interested parties despite any personal or philosophical allegiances they might have.
Effectively run companies ensure that the objects of that company as set out in their respective constitutions are delivered to the stakeholders of the company. Generally, this means that companies who are well run are more likely to produce surplus profits or increased budgets to allow the board to undertake ‘good works’ beyond what may have been budgeted for. In other words, the organisation is more likely to achieve more when its core business is managed effectively by a skills-based board, and a management team under the direction of a professional CEO.
Ultimately it is members that will decide who they wish to sit on their board. However, the election of directors should be viewed in terms of what skills they might bring to the board, bearing in mind their past experience and knowledge in business, with little emphasis placed on regional or philosophical representation. Skills-based boards are in line with the current trends in modern board composition.
At the ACA Board meeting on 2 July 2021, it was determined that the Board’s desired skill-set/criteria for the 2021 nominations would include:
- demonstrable governance experience and/or qualifications (governance training such as the AICD or Governance Institute course is desirable but not a prerequisite);
- research or academic qualifications and/or experience in a tertiary education setting;
- increased representation of women and younger members to better reflect the membership as a whole;
- increased diversity of thought and as part of its planning for future leadership development; and
- improved geographic representation.
Board of Directors Nominations
The ACA Constitution provides that the ACA Board shall comprise of a minimum of four and a maximum of nine Directors, six of who are chiropractors elected by the membership. The Board may also appoint a further three persons, who may not be members of the Association nor chiropractors.
At last year’s Annual General Meeting (AGM), it was proposed that a three year tenure for elected Directors is introduced for the benefit of the membership and that the phasing in by 2023, means that only 1/3 of the elected Board is up for re-election in any given year. This special resolution was adopted by members, supporting the concept of retention of corporate memory and performance yet enables renewal to be achieved if that is desired by the membership.
The Board is structured so that some elected Directors must retire each year by rotation and may be eligible for re-election. A Director elected by members this year will be appointed for either a two or three year term, as part of our transition to a three year tenure. The Director with the highest vote will be appointed for three years, with the two other elected Directors appointed for two years.
In accordance with the Constitution, the three current serving Directors, Drs John de Voy, David Cahill and Damian Kristof will retire, but are eligible to stand for re-election. Accordingly, the ACA is calling for nominations for three Directors. Julia Tsavasilis was Board appointed and her tenure also concludes at the 2021 AGM. Julia is now eligible to run again but it will be as a member-elected director.
The timelines for nominations and election in 2021 are as follows:
- nominations will open on 1 August 2021 to be received by 30 August 2021;
- there will be a Board meeting on 4 September 2021 to review nominations in accordance with the Constitution;
- the Election will be conducted electronically and will open on 27 September 2021 and close on 20 October 2021; and
- the result will be announced at the AGM on 22 October 2021.
For more information and nomination form, visit members.chiro.org.au/agm