SPBA Board Management Charter

Board of Management - Charter

Purpose of Charter
This Charter sets out the Board of Management’s terms of reference and provides an explanation of the Board’s approach to the following key governance matters:
1. SPBA Constitution;
2. Deed of Delegation;
3. Purpose of the Board of Management;
4. Role of the Board of Management;
5. Board composition;
6. Responsibilities and Duties
7. Committees
8. Reporting
9. Review of the Board Charter
10. Publication of the Board Charter
Constitution
The Southern Peninsula Basketball Association Inc Constitution is the key governance document. The Board is charged with the responsibility to ensure that it and SPBA complies with the provisions of the Constitution.
Deed of Delegation
On 30 September 2012 the Executive Committee of the Southern Peninsula Basketball Association (Inc) resolved to delegate the control and management of the operational business and affairs of the SPBA (Obligations) to the Board of Management and the General Manager.
The delegation was affected by Deed of Delegation dated 30th September 2012.
The Board and the General Manager are charged with the responsibility of ensuring the delegated Obligations are acted upon in accordance with the Deed of Delegation.
Purpose of the Board
The purpose of the Board is to promote and protect the interest and objectives of SPBA. In carrying out their responsibilities and exercising their powers, Board Members will ensure they act honestly, fairly and diligently, in accordance with the law in serving the interest of SPBA and, where appropriate, the reasonable expectations of SPBA stakeholders.
Role of the Board

The key responsibilities of the Board are:

Strategy

to provide input into and final approval of SPBA vision, mission and strategy;
to approve the SPBA strategic plan and monitor management’s execution of the strategic plan; and
to ensure alignment between the vision, mission and strategic objectives of SPBA and their operations.

(b) Accountability

to monitor the overall performance of SPBA, the General Manager and the management team;
to approve any new policies and monitor compliance with SPBA’s existing policies;
to approve and monitor SPBA’s financial position, financial performance and cash flows (including annual budgets, annual reports, periodic financial reports, etc).
to undertake evaluation of the Board and ensure succession planning;
to report outcomes to members and stakeholders of SPBA;
to appoint, remove and review the performance of the General Manager; and
to oversee external audits.

(c) Risk management

to ensure up-to-date and effective risk management frameworks and risk management strategies are in place;
to ensure critical risks are appropriately managed; and
to ensure that SPBA has appropriate insurance.

(d) Compliance

to review and comply with SPBA’s constitution and the Deed of Delegation;
to comply with the Board Members’ responsibilities; and
to ensure compliance with all legal and regulatory requirements, ethical standards and external commitments.
6. Board composition
6.1 Composition of the Board
1. The composition of the Board is governed by the SPBA Constitution.
2. The Board consists of seven (7) members, of which:
  1. Seven (7) must be elected by the Members (Elected Board Members); and
  2. Up to two (2) additional non-voting members may be appointed by the Board (Appointed Board Members).
    6.2 Secretary and other Officers
    (a) At its first meeting after each annual general meeting, the Board must determine what other office bearer positions are required and elect one or more of its Board Members to fill those office bearer positions.
    (b) The Board may, at any time, appoint a Secretary who shall carry out such responsibilities as are specified in the Constitution or determined by the Board.
    7. Responsibilities and Duties
    7.1 Board Members
    In discharging his/her duties, each Board Member must:
    (a) act in good faith and in the best interest of SPBA and for a proper purpose;
    (b) act with reasonable care and skill (including prevention of insolvent trading);
3. not improperly use his/her position in SPBA, or information acquired by virtue of holding that position;
4. disclose and manage conflicts of interest; and
5. commit the time necessary to discharge effectively his/her role as a Board Member including preparing for and attending Board meetings in accordance with the Constitution.

7.2 Chairperson (President /Chair)

The Chairperson’s principal role is to provide leadership to the Board and SPBA, and to ensure that the Board effectively discharges its responsibilities.

The Chairperson is responsible for:

the efficient organisation and conduct of the Board’s functions and meetings;
establish the agenda for, and frequency of, Board meetings (together with the General Manager where appropriate);
chair meetings of members, including the Annual General Meetings and General Meetings;
ensure the Board’s decisions have been implemented;
be the link between the Board and the General Manager/management team;
review matters of concern to SPBA together with the General Manager;
develop a performance agreement with the General Manager and review his or her performance against this agreement;
provide guidance and mentoring to the General Manager; and
provide recommendations to the Board on the remuneration of the General Manager.

There must be clear division of roles between the Chairperson and the General Manager.

7.3 General Manager

The General Manager, together with the management team is accountable to the Board for the overall management and performance of SPBA.
The General Manager is responsible for the day-to-day management of SPBA with all powers, discretions and delegations authorised, from time to time, by the Board.
The Board is responsible for regularly reviewing and ensuring that all necessary and appropriate delegations are in place to enable the General Manager and the management team to meet this responsibility.
The General Manager must have a formal employment agreement describing his or her term of office, duties, rights and responsibilities and entitlements.

7.4 Relationship between the Board of Management and Management

The Board is ultimately responsible for the performance of SPBA.
The Board has retained its authority to make decisions on matters specified in this Charter, and save for those matters and General Manager operational limits, determined from time to time by the Board, its delegate’s authority for all other matters to the General Manager.
The Board maintains its independence from management through a number of measures, including appointment a Chair and maintaining an independent Board structure, identifying and defining the respective roles of management and the Board and the exercise of independent thinking in decision-making.
The General Manager is not a Board Member but is expected to attend all Board meetings. The General Manager is accountable to the Board for the exercise of the delegated authority and, with the support of management, is to demonstrate progress to fulfil this responsibility through the provision of reports, briefings and presentations on a regular basis.
The General Manager is expected to provide candid reporting that accurately portrays organisational performance. Board papers on matters for decision by the Board should normally conform to the Board’s requirements, as determined from time to time. Board Members may communicate directly with management as required to fulfil their responsibilities, provided this is done in consultation with the General Manager or the Chair as appropriate.
Individual Board Member do not have any powers to make operational and/or management decisions. Unless the Board has otherwise resolved, operational and/or management decisions are the responsibility and purview of the General Manager.

8. Committees

The Board may establish any committees it deems necessary to assist it in carrying out its work (Committees). Committees provide an opportunity to examine issues in greater detail that what is possible during Board meetings. The purpose of each Committee is to undertake activities defined in its formal terms of reference/charter.

The Board will select and appoint the Chair and members for each Committee. Committees will only have those executive powers as are delegated to them and set out in the Committee’s Terms of Reference. Otherwise, they are to act as a reference group and provide recommendations to the General Manager and/or the Board for its consideration.

In carrying out its work, each Committee will have access to appropriate resource (eg, opinions of management and, where necessary, independent advice). Each Committee reports to the Board on the outcome of its work and, where appropriate, makes recommendations to the Board.

All Committees must act in accordance with their respective Terms of Reference/Charter and with the SPBA Boards Committee Policy - General Terms of Reference.

9. Reporting

Proceedings of all Board meetings are minuted by the Secretary or the Public Officer (or their delegate).

Minutes of all Board meetings are circulated to Board Members and approved by the Board at the subsequent meeting.

10. Review of Charter

The Board will review this Charter annually to ensure it remains consistent with the Board’s objectives and responsibilities.

11. Publication of this Charter

The key features of this Charter are to be outlined in SPBA’s annual report. A copy of this Charter is to be made available on the SPBA website.

PERSONAL CONDUCT OF BOARD MEMBERS, COMMITTEE MEMBERS, CHAIRS AND OFFICE BEARERS INTRODUCTION

This statement is not designed to overrule the SPBA Board Charter but to complement the content and to articulate expected behaviour of Board Members, Committee Members, Chairs and Office Bearers.

In the conduct of his/her role as a Board Member it is expected that Board Member:

Have an obligation to be independent in judgement and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board.

In the conduct of his/her role as a Board Member, Committee Member, Chair or Office Bearer it is expected that they:

should act honestly, in good faith and in the best interest of SPBA;
should use due care and diligence in fulfilling the functions of office and exercising the powers attached to that office;
must use the powers of office for a proper purpose, in the best interest of the SPBA as an organisation;
have regard for the interests of all stakeholders of SPBA;
not take improper advantage of their position;
not allow personal interests, or the interests of any associated person or other organisation, to conflict with the interests of SPBA;
not engage in conduct likely to bring discredit upon SPBA;
demonstrate consensus with decisions made by the Board;
should not act as a communications spokesperson for SPBA, but should refer anyone enquiring on these matters to the General Manager;
should be an advocate for basketball and SPBA but should refer any requests for media interview/contact to the General Manager;
should respect and be considerate of all stakeholders of SPBA;
should value diversity and differing opinions of stakeholders of SPBA;
should, in the first instance, discuss any perceived breaches of this conduct charter with the Chair of the Board;
should be supportive of SPBA staff and other colleagues and not enter into discussions about possible perceived breaches/omissions etc but refer such matters to the General Manager or President as appropriate.