OAUS-board-Dec2012 Oxfam Australia Board December 2012. From left: Dennis Goldner, Ann Byrne, Dr Ian Anderson AM (Deputy Board Chair), Dr Jane Hutchison (Board Chair), Peter Croft, Susan Black, Fiona Kotvojs, Professor Lyn Carson, Mark Pryn, Sabina Curatolo (Staff Participant), Elizabeth Reid AO, Alan Wu, Melissa Houghton. Photo: Ruth Perry/OxfamAUS

Our board

 

Our Board of Directors is responsible for Oxfam Australia’s overall performance and compliance, providing strategic direction, effective governance and leadership.

Functions

Our Constitution establishes a governance structure for Oxfam Australia in which the management and control of the business and affairs of our organisation is vested in our Board of Directors.

The Board is responsible for:

  • setting the strategic direction and policies of the organisation
  • monitoring overall organisational performance
  • approving and monitoring the annual budget , ensuring overall financial wellbeing, and managing risk
  • ensuring effective engagement with stakeholders
  • ensuring the organisation meets all regulatory and statutory requirements

The Board appoints the Chief Executive, monitors his or her performance and delegates to him or her the organisation’s operational management. The Chief Executive is the Board’s connection to the organisation’s operations and conduct, and he or she is accountable to the Board for the organisation’s performance.

Composition and structure

The structure and size of our Board is designed to provide a variety of skills to ensure that the Board can effectively govern Oxfam Australia, while also recognising that Directors serve on a voluntary basis.

Our Constitution provides that the Board consist of between nine and fifteen Directors. An elected staff participant and the Chief Executive participate in Board meetings, but are not Directors and do not vote in Board decisions.

Directors are generally appointed for staggered terms of four years and may serve a maximum of twelve consecutive years.

The Board elects its own Chair and Deputy Chair for terms of between two and three years. These office bearers may serve a maximum of three consecutive terms.

The Board maintains a number of committees to assist it in the performance of its functions. All Directors serve on at least one of the Board’s committees, which may also comprise Board-appointed external advisers (co-opted members).

  • The Finance, Risk and Audit Committee is responsible for assisting the Board in matters related to the ongoing financial condition, budgeting practices, risk management and statutory compliance of our organisation. The Chief Executive and the Chief Financial Officer are also members of this committee.
    • Director members: Ann Byrne (Co-Chair), Mark Pryn (Co-Chair), Ian Anderson, Peter Croft, Dennis Goldner, Michael Wright
    • Co-opted members: Bruce Watson and Lindy Tallis
  • The Public Engagement Committee is responsible for ensuring the Board’s effective engagement with State committees, members and supporters.
    • Director members: Melissa Houghton (Chair), Susan Black
    • Members: Sabina Curatolo
    • Co-opted members: Lil Healey
  • The Governance Committee is responsible for assisting the Board to improve its own performance, including through overseeing orientation, training and evaluation of individual Directors, Committees and the Board as a whole.
    • Director members: Susan Black (Chair), Ian Anderson, Jane Hutchison, Fiona Kotvojs, Elizabeth Reid, Alan Wu
  • The Nominations Committee is responsible for seeking out, assessing, and recommending appropriately qualified candidates to the Board and its Committees.
    • Director members: Jane Hutchison (Chair), Susan Black
    • External advisors: Judy Mitchell, Bruce Hartnett
    • State advisors: Mandy Nearhos, Glenyys Romanes

Meetings

The Board and each of its Committees meets quarterly in Melbourne, with additional teleconferences and Committee meetings as required.

Ordinarily, Board meetings include sessions to review the performance of Oxfam Australia and our programs, consider reports and recommendations from each Committee, review Oxfam International issues and policies, and consider a wide variety of other Board issues as required.

While most items before the Board need only be resolved by a simple majority, the practice has been to strive for consensus decision-making.

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.

Oxfam Australia Board – Notes of Meeting held 7 February 2014

Oxfam Australia Board – Notes of Meeting held 6/7 December 2013

Oxfam Australia Board – Notes of Meeting held 6/7 September 2013

Appointments

In June 2012, following consultation with members, State Committees and Oxfam groups, the Board agreed to move from a partially elected to a fully appointed Board.
Appointments to the Board are now managed by a Nominations Committee, comprised of the Chair of the Board, the Chair of the Governance Committee, two Board-appointed external advisors, and two persons selected by the State Committees.

When directed to do so by the Board, the Nominations Committee seeks out and assesses applications for Board membership against the Board’s selection criteria and skills needs, with due regard for the importance of gender, age, ethnic and geographic diversity. It then submits a shortlist of suitable candidates for the Board’s consideration for appointment.

In September 2013, the Board agreed to the recommendation that it reappoint Ann Byrne and Dennis Goldner for four-year terms and Mark Pryn for a two-year term. It also recommended the appointment of Michael Wright for a four-year term from December 2013.

Performance

The Board self-assesses its performance at the conclusion of every meeting.

External evaluations of Board performance are held every two to three years.  Consultant Alan Hough conducted an assessment 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. Gaye Hart, a co-opted member of the Governance Committee, conducted an assessment in 2010 and in 2011 there was an Oxfam International peer review. The next external evaluation is scheduled for 2014.

In June 2012, the Board agreed that the performance of individual Directors will ordinarily be peer‑reviewed every two years. Directors will be reviewed according to their strategic capacity, ethics and values, knowledge and understanding, diligence and contribution and personal attributes.

Training

New Directors receive a formal induction and comprehensive induction manual.

The Board also continually assesses its training needs, and from time to time, the Chair of the Board may approve a course of study, such as those offered by the Australian Institute of Company Directors, for individual Directors.

Directors are also encouraged to assess their own training needs and pursue self-directed learning, and to share what they have learned with other Board members as appropriate.

Additionally, Directors are able to accompany the Chief Executive on field visits to our overseas programs to increase their understanding of our work. Directors are selected through an application process.

Code of conduct

All Directors agree to abide by a code of conduct (pdf) (revised June 2013) that commits them to ethical, businesslike and lawful conduct. Directors must avoid conflicts of interest and remain loyal to the interests of Oxfam Australia and not attempt to exercise individual authority over the organisation or its staff.

When they first join the board, Directors are also required to complete a register of interests, which they are responsible for keeping up-to-date.

In the event of an unavoidable conflict between a Director’s personal interests and those of Oxfam Australia, Directors are required to declare the interest and absent themselves from the deliberation and voting on the issue.

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