Our Board of Directors is responsible for Oxfam Australia’s overall performance and compliance, providing strategic direction, effective governance and leadership.
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.
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), Peter Croft, Dennis Goldner, Lindy Tallis, Michael Wright, Selwyn Button
- Co-opted members: Bruce Watson
- 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, Judi Moylan, Michael Wright
- Co-opted member: Lil Healey
- Staff participant: Clair Overy
- 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: Alan Wu (Chair), Susan Black, Fiona Kotvojs, Dennis Goldner, Greg Ridder, Barbara Rugenduke
- Co-opted members: Jeremy Hobbs, Ian Anderson
- The Renumeration Committee of the Oxfam Australia Board is appointed for the purpose of assisting the Board to review and adopt the policy which guides the terms of employment and the remuneration strategies applicable to the CE and Senior Leadership Team.
- Director members: Dennis Goldner (Chair), Ann Byrne, Melissa Houghton, Alan Wu
- The Nominations Committee is responsible for seeking out, assessing, and recommending appropriately qualified candidates to the Board and its Committees.
- Director members: Dennis Goldner (Chair), Alan Wu
- Community advisors: Judy Mitchell, Bruce Hartnett, Geoffrey Graham, Glenyys Romanes
The Board generally meets in person six times annually with additional teleconferences as required. Each of its Committees meets either three or four times in Melbourne with additional teleconferences and Committee meetings as required.
The Finance and Risk Committee, Governance Committee and Public Engagement Committee are scheduled to meet, either in person or by teleconference, at least three or four times a year. The Remuneration Committee meet annually and the Nominations Committee is activated as and when required. All Committees have the option of addition teleconference if required.
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.
The Board self-assesses its performance at the conclusion of every meeting.
External evaluations of Board performance are held at least every two to three four 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. In 2014 Oxfam Australia Board undertook an independent validated Board assessment survey developed by QUT.
New Directors receive a formal induction and a 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.
All Directors agree to abide by a Code of Conduct 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.