Since 2018, the ACA Board has operated under the parameters of a skills-based board. Increasingly, the ACA has been adopting the Australian Institute of Company Directors (AICD) Governance Principles for Not-For-Profit entities. 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.
So, when considering whether you would like to put yourself forward for election to sit on the board there are some things that require an understanding in terms of the environment you wish to enter. It is important to understand that directors are required to act in the best interests of the company and this will ensure that the company can fulfil its role of delivering membership services for all members.
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. The penalties for a failure in this area can even extend to jail terms.
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.
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 much more likely to achieve more when its core business in 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.
ACA Board of Directors Nomination and Election
In accordance with the ACA Constitution, three member Director positions are open for nomination and election at the AGM in 2020. The three current Directors, Drs Anthony Coxon, Andrew Lawrence and Warren Genders, are all eligible for re-election if they choose to re-nominate.In accordance with the Constitution, and in keeping with moving to a skills-based board, the ACA Board can provide guidance on the desirable attributes being sought to progress the ACA on behalf of its membership.
At the Board meeting on 10 July 2020, it was determined that the Board’s desired skill set/criteria for the 2020 election process would be an individual with demonstratable governance experience and/or qualification such as membership of AICD or the Governance Institute. In addition, demonstrated research and/or academic qualifications (preferably AQF 10) and/or experience in a tertiary education setting would be valued. This would be supported by the desire of the Board to continue to embrace inclusiveness (age, gender, ethnicity and geographical location).
The timelines are as follows:
- a call for expressions of interest and/or nomination will open on 31 July 2020 to be received by 30 August 2020;
- there will be a Board meeting on 12 September 2020 to review nominations in accordance with the Constitution;
- the Election will be conducted electronically and will open on 23 September 2020 and close on 14 October 2020; and
- the result will be announced at the Annual General Meeting on 16 October 2020 and the positions will be for two years.
For more information visit about nominations visit members.chiro.org.au/board