Our Board
Our Board of Directors is responsible for Oxfam Australia’s overall performance and compliance, providing strategic direction, effective governance and leadership on behalf of members and supporters.
Photo: Carla Gottgens/OxfamAUS
Board structure
Our current board comprises nine elected directors, four co-opted Board members and an appointed member and a non-voting staff participant.
Oxfam Australia members vote for elected Board members at elections that are held every two years. The Board selects and appoints co-opted members, who are professionals that have specific areas of expertise the Board requires. Staff members elect the staff participant who, while not a voting member, participates in Board discussions.Appointed members are selected by the Board when a casual vacancy occurs before a full term has been served.
Elected members serve four-year terms, while co-opted members and the staff participant serve two-year terms. Directors can serve a maximum of three consecutive terms.
This structure and size is designed to provide the Board with a variety of skills to help govern Oxfam Australia while recognising that Board members serve on a voluntary basis. It also provides for both turnover and continuity as half the elected members face election every two years.
The Board elects its Chair, Deputy Chair and Treasurer for two-year terms at its annual general meeting in December. Our Chair, Michael Henry, was elected in 2006 and re-elected in 2008 and again in 2010.
Role
The Board meets at least quarterly and is responsible for:
- setting the policies and strategic directions for the organisation
- approving and monitoring the annual budget and ensuring overall financial wellbeing
- monitoring overall organisational performance
- ensuring the organisation meets regulatory and statutory requirements
The Board appoints the Executive Director and delegates to him the organisation’s operational management. The Executive Director is the Board’s only official connection to the organisation’s operations and conduct. He is accountable to the Board for the organisation’s performance.
After each Board meeting the Chair addresses staff about the Board’s discussions and invites questions. A report on each meeting is also circulated to staff. Members of the public can request to see the minute of any particular decision.
Elections
Elections for five Board positions were held in October 2010. Four new Board members — Alan Wu, Susan Black, Eversley Mortlock and Professor Lyn Carson — were elected for four-year terms and existing Board member Peter Croft was re-elected.
After being unsuccessful at gaining re-election at the 2010 elections, Dr Patrick Kilby was appointed to a casual vacancy on the Board in January 2011 following the resignation of Peter Devereaux due to an overseas appointment.
The next Board elections were scheduled for September 2012, but will now not be held. The Board has agreed to move to a fully appointed Board over the coming years.
The Board’s governance and community reference committees are currently consulting with ordinary members, state committees and Oxfam groups about the future Board model, including size, composition, length of terms, accountability, criteria for Board membership and how members will be selected.
Committees
The Board sets up committees to help prepare policy options and implications for Board deliberation. These committees consist of Board members and/or external experts whom the Board appoints. The Board currently has three committees: the Finance Risk and Audit Committee, Community Reference Committee and the Governance Committee.
Performance
The Board discusses its performance at each meeting, comparing Board activity and discipline to our governance policies.
Self-assessments of Board performance are conducted as appropriate in the Board cycle. In April 2010, the Governance Committee carried out an internal assessment by way of a questionnaire and, as a result, some policy changes were made.
Formal external evaluations are held every two to three years — consultant Alan Hough conducted an assessment of Board performance in 2006 and Bill Mansfield, former Chair of Oxfam New Zealand, conducted an assessment of Oxfam Australia’s compliance with Oxfam International’s governance standards in 2009. The next external evaluation is scheduled for 2012.
Training
New Board members receive a formal induction and comprehensive induction manual. Four new Board members and the staff participant took part in the formal induction program in December 2010.
As part of the Board’s learning processes, the Chair and Board members are able to accompany the Executive director on field visits to our overseas programs to increase their understanding of our work. The Board members are selected by an application process.
During 2010–2011, Adrienne Farago travelled to Zimbabwe, Peter Croft to India and Bangladesh and Ann Byrne to South Africa.
Remuneration
Directors serve on a voluntary basis and do not receive remuneration. They can be reimbursed for reasonable expenses directly related to Board activities such as travel, childcare and meal costs.
Conflicts of interest
The Board’s code of conduct commits members to ethical, business-like and lawful conduct. Members must avoid conflict of interest and remain loyal to the interests of Oxfam Australia and not attempt to exercise individual authority over the organisation.
Board members must declare pecuniary interests they have in any Board or committee meeting agenda. They must withdraw from the meeting for that item — unless invited to stay to provide information — and are not able to vote on the matter.