Business Manual - Board Documents
Board Procedure
1. Overview
1.1. The Board Procedure sets out the role, composition and responsibilities of the Board of
Directors (“the Board”) of Mambourin Enterprises Inc. (“Mambourin”).
1.2. The conduct of the Board is governed by Mambourin’s Constitution. A number of procedural
matters relating to the Board such as number of meetings per year, notification of interests,
and election of Directors are stipulated in the Constitution and are not reproduced here.
2. Annexes

Mambourin Governance Committee – Procedure

Mambourin Finance Committee – Procedure

Mambourin Risk and Audit Committee – Procedure

Communications, Marketing and PR Committee – Procedure
3. Purpose of the Board
3.1. The Board has two broad purposes, compliance and performance:
4. Compliance: conform with or exceed all legal requirements
4.1. Legal
4.1.1. monitor Constitution
4.1.2. comply with Directors’ responsibilities
4.1.3. comply with laws
4.1.4. monitor insurance requirements
4.2. Accountability
4.2.1. monitor financials
4.2.2. monitor compliance audits
5. Performance
5.1. Assist Mambourin to perform to its best potential
5.2. Strategy and Policy
5.2.1. approve Vision/Mission and ensure it is embedded into the organisation’s operations
5.2.2. approve strategic plan and policies and monitor regularly
5.3. Accountability
5.3.1. overall performance of the organisation
5.3.2. Board evaluation, succession planning
5.3.3. report outcomes to stakeholders
5.3.4. manage Chief Executive Officer (CEO)
5.4. Public Relations
5.4.1. represent and participate
5.4.2. keep stakeholders informed
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5.4.3. project a strong and positive image
5.4.4. promote the Vision
5.4.5. facilitate cohesion
5.4.6. protect the interests of stakeholders
5.4.7. speak with one voice regarding Board decisions
5.5. Risk Management
5.5.1. ensure up-to-date and effective risk profile and management strategy
5.5.2. monitor critical risks
6. Roles and Responsibilities of the Board
6.1. The functions of the Board are to:
6.1.1. Provide effective leadership of and collaborate with the Senior Leadership team through
the CEO in:
a)
articulating Mambourin’s values, Vision, Mission and strategies
b)
developing strategic plans and ordering strategic priorities
c)
maintaining open lines of communication and promulgating through the
organisation and with external stakeholders the Vision, Mission, values and
strategies
d)
developing and maintaining an organisation structure to support the achievement
of agreed strategic objectives
6.1.2. Monitor the performance of the CEO against agreed performance indicators
6.1.3. Review and authorise the business (action) plans and annual budget
6.1.4. Monitor the achievement of the strategic and business plans and annual budget
outcomes
6.1.5. Establish such Committees, policies and procedures as will facilitate the more effective
discharge of the Board’s roles and responsibilities
6.1.6. Ensure compliance obligations and functions are effectively discharged
6.1.7. Initiate a Board self-evaluation program and follow-up action to deal with issues arising
and arrange for Directors to attend courses, seminars and participate in development
programs as the Board judges appropriate
6.1.8. Ensure that all significant systems and procedures are in place for the organisation to
run effectively, efficiently, and meet all legal and contractual requirements
6.1.9. Ensure that all significant risks are adequately considered and accounted for by the
Senior Leadership team
6.1.10. Ensure that Mambourin has appropriate corporate governance structures in place
including standards of ethical behaviour and promoting a culture of corporate and social
responsibility.
7. Executive Positions on the Board
7.1. Mambourin’s Constitution requires that the Board elects Directors to the positions of
President, Vice President, Treasurer and Secretary on an annual basis.
7.2. The President chairs Board meetings.
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7.2.1. Functions of the President include:
a)
provide an external face, representing the Mambourin Board to external
stakeholders and media
b)
provide an internal face, representing the Mambourin Board to staff, participants
and carers
c)
manage Board operations, including Board processes and performance
d)
ensure effective discussions at Board meetings
7.2.2. Required skills of the President include:
a)
Trust and respect of internal and external stakeholders and Directors
b)
Interpersonal skills at all levels e.g. government, commercial, volunteer, staff, carer,
client and other stakeholders
c)
Meeting management skills e.g. Agenda setting, time management, dispute
resolution, consensus building, closure and documentation
d)
Familiarity with Board performance issues and solutions.
7.2.3. Should the President be absent from a meeting or formal duty, the Vice President
assumes the role of the President.
7.3. The Treasurer must oversee and keep Board apprised of Mambourin’s financial position.
7.3.1. Required skills of the Treasurer include:
a)
Excellent management accounting skills
b)
Strong treasury skills
c)
Strong working relationship with Chief Financial Officer.
7.4. The role of the Secretary is to ensure Mambourin meets its statutory requirements.
7.4.1. Functions of the Secretary include:
a)
Ensuring records of the Board are maintained, reviewed and distributed as
appropriate, especially governance policies and minutes of Board meetings
b)
Familiarity with the requirements of the Secretary especially as set down in the
Constitution and directed by funding bodies and the law
c)
Strong working relationship with the PA to the Board and CEO.
7.5. The roles of the President and CEO are strictly separated.
7.6. The CEO is responsible for:
a)
policy direction of the operations of Mambourin
b)
the efficient and effective operation of Mambourin
c)
bringing material and other relevant matters to the attention of the Board in an
accurate and timely manner.
7.6.1. The CEO is not a member of the Board.
8. Reporting
8.1. Proceedings of all meetings are minuted and signed by the Chairperson of the meeting.
8.2. Minutes of all Board meetings are circulated to Directors and approved by the Board at the
subsequent meeting.
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8.3. Resolutions are first put to the Board in draft form (as a “Board Paper”) and, once passed, are
recorded and retained as part of official minutes.
9. Business Rules
9.1. Introduction
9.1.1. These Business Rules have been developed and agreed on, to provide clear
accountability for individual officers, as well as set out the operating rules for all staff
involved with the Board and its Committee/s and those preparing material for the Board
or Committee/s.
9.2. Scope
9.2.1. The Board directs that:
a)
Through the CEO, all personnel must operate in accordance with these Business
Rules when dealing with the Board and/or its Committee/s; and
b)
All stakeholders and all contractors who interact with or perform duties for
Mambourin must comply with these Business Rules.
9.3. Roles and responsibilities
9.3.1. Changes to the timing of scheduled Board meetings will be at the discretion of the Chair.
9.3.2. Changes to the timing of scheduled Committee meetings will be at the discretion of the
Committee Chair.
9.3.3. Through the CEO, the Governance Committee is responsible for ensuring that Board
and/or Committee meetings are managed in accordance with these Business Rules.
9.3.4. The CEO is responsible for providing Secretariat services to the Board and its
Committee/s and ensuring that papers are circulated to the Board and/or its
Committees in accordance with the requirements of these Business Rules.
9.4. Board process
9.4.1. Agenda Items may be proposed to the CEO or via the relevant Committee Chair.
9.4.2. The Board and/or Committee meeting Agenda is approved by the relevant Chair.
9.4.3. Meeting papers drafted by a member of the Senior Leadership Team are cleared by the
CEO.
9.4.4. Meeting papers provided by other parties are submitted to the Chair via the CEO.
9.4.5. Meeting papers are circulated to the Board and/or Committees by the CEO’s Secretariat
in accordance with these rules.
9.4.6. Meetings are held in facilities arranged by the CEO’s Secretariat.
9.4.7. Draft Minutes are prepared by the CEO’s Secretariat.
9.4.8. Draft Minutes are circulated for consideration and then endorsed at the subsequent
meeting.
9.4.9. Action items are recorded in the Action Register which forms part of the Minutes. The
CEO’s Secretariat will ensure the register is kept up-to-date.
9.4.10. Decisions and outcomes are recorded in the Minutes.
9.5. Operational Rules
9.5.1. No items are included in the Agenda without the agreement of the relevant Chair.
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9.5.2. Proposals for Agenda items can be made either as a verbal request to the CEO followed
by a confirmation email or in writing to the CEO for submission to the Board or
Committee Chair.
9.5.3. Ideally Agenda proposals should be submitted on the required template and must
include item title, purpose, recommendations or outline the desired outcome, time
required and if applicable, the names of guests.
9.5.4. Meeting papers will not be accepted by the Chair without the prior endorsement of the
CEO or relevant Committee Chair.
9.5.5. The withdrawal of any item from an agreed Agenda may only be requested by the CEO
or relevant Chair.
9.5.6. The deadline for the submission of endorsed meeting papers to the CEO’s Secretariat is
no later than close of business seven days preceding the scheduled Board or Committee
meeting.
9.5.7. Unless an exception is granted by the relevant Chair, papers received later than seven
days prior to the scheduled meeting date will not be accepted and the item may be
rescheduled to a future meeting. However, at the writer’s request, the matter could be
tabled at the meeting “for noting” but with any decision deferred to a future meeting.
9.5.8. Only the relevant Chair can approve the inclusion of late or urgent items for inclusion to
a Board or Committee meeting Agenda.
9.5.9. The Agenda and meeting papers are distributed no later than close of business five
working days preceding the scheduled Board or Committee meeting.
9.5.10. Agenda papers are to describe the nature of the consultations undertaken and where
agreement was not reached, the nature and basis for objections raised.
9.5.11. Additional papers or handouts that are not identified as part of the Agenda pack are not
to be provided at the meeting without approval of the Chair.
9.5.12. Meetings are conducted in accordance with the relevant procedure.
9.6. Record keeping
9.6.1. Agendas, meeting papers and minutes for all Board and Committee meetings will be
kept by the CEO’s Secretariat.
9.7. Further information
9.7.1. If further information is required, please email [email protected].
9.8. Subject Matter Approver: Governance Committee
10. Review of Procedure
10.1. The Board will review this Procedure annually to ensure it remains consistent with the Board’s
objectives and responsibilities.
Last Reviewed: 5-May-14
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