4. Board Governance Appendix Table of Contents · CMA Corporate Governance Manual 24 November 2010...
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CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
4. Board Governance Appendix
Table of ContentsTable of ContentsTable of ContentsTable of Contents
How to use this Appendix............................................................................................................. 1
Board Selection and Appointment Checklist ................................................................................. 2
Board Skills Audit Template ......................................................................................................... 6
Vacancy Competency Profile Template......................................................................................... 7
Board Members Skills Matrix ....................................................................................................... 8
Government Boards and Committees Appointment Form ............................................................. 9
Candidate Probity Declaration Template .................................................................................... 10
Board Induction Policy ............................................................................................................... 15
Chair’s Induction Checklist ......................................................................................................... 17
Board Charter Template............................................................................................................. 18
Audit Committee Charter Template............................................................................................ 33
Board Meeting Checklist ............................................................................................................ 36
Board Agenda Template............................................................................................................. 39
Board Decision Register Template .............................................................................................. 42
Board Action Item Report Template ........................................................................................... 43
Annual Statement of Commitment Template.............................................................................. 44
Dispute Resolution Policy........................................................................................................... 46
Checklist for Identifying Conflicts of Interest............................................................................... 48
Checklist for Identifying Pecuniary Interests ............................................................................... 52
Board Member Conflict of Interest Declaration Template ........................................................... 53
Annual Declaration of Private Interests Template ....................................................................... 55
Board Performance Review Policy .............................................................................................. 61
Board Effectiveness Evaluation Template ................................................................................... 63
Board Member Self Assessment Form Template ......................................................................... 76
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
1
How to use this AppendixHow to use this AppendixHow to use this AppendixHow to use this Appendix
This section consists of a compilation of reference material to be used in conjunction with the Board
Governance section of the CMA Corporate Governance Manual. That section explains how this
reference material can be used and the context.
The material primarily consists of:
Policy and Policy and Policy and Policy and PPPProcrocrocrocedural Statements edural Statements edural Statements edural Statements
The CMA Corporate Governance Manual states whether the specific policies and procedural guides
are mandatory and must be adopted, or whether they can be adapted and modified to apply to
specific situations.
Other Sample DocumentsOther Sample DocumentsOther Sample DocumentsOther Sample Documents
Other sample documents are generally provided as examples of best practice, and so provide a
benchmark. The CMA Board can adopt the sample document or use it to guide the development of
a tailor made document.
TemplatesTemplatesTemplatesTemplates
Templates are to be completed in appropriate situations and maintained as a record of decision-
making and procedural compliance.
Check ListsCheck ListsCheck ListsCheck Lists
Check lists should be completed as an aid to decision-making and procedural compliance. They are a
quality assurance tool.
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
BOARD SELECTION & APPOINTMENT CHECKLIST �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
2
Process Step Suggested
Timeframe
Delegation /
Responsibility
Complete
CMA advised of expected vacancy Approximately 6
months prior to end
of term
appointment
Director
General
DECCW
�
Nominations Committee established First available Board
meeting after
receipt of DECCW
notification
CMA Board �
Skills audit completed and vacancy
competency profile prepared
Within 10 days of
Board meeting CMA Chair �
Nominations Committee meets to:
� Develop preferred strategy for
sourcing diverse range of candidates
� Provide advice to the Board on
increasing Board diversity
� Draft selection criteria for the
specific vacancy in line with vacancy
competency profile and criteria for
Board membership as a whole
Within 10 days of
Board meeting
CMA
Nominations
Committee
�
Board meets to discuss and agree on
sourcing strategy, competency profile
and selection criteria
Next scheduled
Board meeting CMA Board �
Prepare advertisement 1 day
CMA General
Manager �
Prepare / update Board Information
package and load on CMA website 3-5 days
CMA General
Manager �
Place advertisement on DPC Board
website and in regional newspapers and
community publications
3-5 days CMA General
Manager �
Implement other candidate sourcing
strategies where required, e.g.
consultation forums, liaise with
community, business, industry and
other networks to obtain referrals
2-3 weeks CMA Board �
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
BOARD SELECTION & APPOINTMENT CHECKLIST �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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Process Step Suggested
Timeframe
Delegation /
Responsibility
Complete
Advertisements appear and close
Field enquiries from interested
candidates
Collect and collate applications
4 weeks CMA General
Manager �
� Nominations Committee meets to:
� Short list or cull applications
� Schedule interviews
Within 14 days of
closing date
Conduct interviews �
Conduct referee and probity checks �
Decide on short list of preferred
candidates �
Finalise Preferred Candidate Report for
Board consideration
Within 30 days of
closing date,
process completed
with 14 days of final
interview
CMA
Nominations
Committee
�
Board meets to discuss short list and
make recommendations on most
appropriate candidates to Minister
Next scheduled
Board meeting CMA Board �
Prepare and submit recommendation of
appointment to Minister. Submission to
include:
� Curricula vitae of the candidates
recommended for appointment
� Curricula vitae of other suitable
candidates
� A skills matrix of current members
and suitable candidates addressing
each person’s skills and knowledge,
required of the Board under Section
8 of the Catchment Management
Authorities Act 2003, and including
brief statistics on the cultural
diversity of the Board
Within 2 weeks of
Board meeting CMA Chair �
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
BOARD SELECTION & APPOINTMENT CHECKLIST �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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Process Step Suggested
Timeframe
Delegation /
Responsibility
Complete
� A completed Government Board and
Committees Appointment Form for
each recommended appointment
� A term of appointment for new
Board members of either 18 months
or 3 years in any one batch or
3 years for Board members being
reappointed.
Forward copy of submission to DECCW
CMA Support and Programs Within 2 days of
receipt of copy of
submission
CMA General
Manager or
Business
Manager
�
Minister forwards recommendation to
DECCW to package submission and
prepare paper work for submission to
Cabinet, draft letters of offer and other
correspondence, brief Minister on any
policy or regulatory issues associated
with appointing the Chair’s
recommendation and submit to the
Minister.
5 weeks DECCW �
Minister considers CMA Chair’s
recommendation and DECCW briefing
and if approved submits
recommendation to Department of
Premier and Cabinet (DPC)
Minister for
Climate
Change and
the
Environment
�
DPC receives Minister’s
recommendation �
DPC submits matter to Cabinet �
DPC formally advises Minister of Cabinet
decision
9-10 weeks
DPC
�
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
BOARD SELECTION & APPOINTMENT CHECKLIST �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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Process Step Suggested
Timeframe
Delegation /
Responsibility
Complete
Minister signs Instrument of
Appointment to approved candidate/s
and letter of notification to CMA Chair
Minister for
Climate
Change and
the
Environment
�
Instrument of Appointment and
associated documents forwarded to
approved candidate/s
Minister’s
Office �
Approved candidate/s receives
Instrument of Appointment and
associated documentation
Approved candidate signs and returns
acceptance form and associated
documentation
2 weeks New Board
appointee �
Initiate induction process
Within 10 days of
acceptance
CMA General
Manager or
Business
Manager
�
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
BOARD SKILLS AUDIT TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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Current Board Composition Insert Board Member’s Name �
Highlight retiring Board members in yellow Audit Result
In accordance with Section 8 of Catchment Management Authorities Act 2003 the Board must collectively have skills and knowledge in the following areas:
Primary production
Environmental analysis
Social analysis
Economic analysis
State government administration
Local government administration
Negotiation
Consultation
Business administration
Community leadership
Biodiversity conservation
Cultural heritage
SSSkkkiii lll lllsss aaannnddd
KKKnnnooowwwllleeedddgggeee
Water quality
Geographic Information
Locality (e.g. upper catchment)
Demographic Information
Male (M) / Female (F)
Aboriginal or Torres Strait Islander (Y/N)
Person with disability (Y/N)
Young person – under 25 (Y Age/ N )
Ancestry (eg. English, Italian, Chinese,
Aboriginal etc. List more than one if necessary)
Insert: High if Board member is skilled / knowledgeable / or has expertise in this area Medium If Board member is developing competencies in this area
Low If Board member has minimal competencies in this area
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
VACANCY COMPETENCY PROFILE TEMPLATE �
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Taking into account current Board member’s competencies, the CMA should target new Board members with the following skills and knowledge:
Skills and Knowledge
Collective skills and knowledge of
current Board (e.g. H/M/L)
(excluding retiring members)
���� Denotes required
competency for new
member/s
Primary production
Environmental analysis
Social analysis
Economic analysis
State government administration
Local government administration
Negotiation
Consultation
Business administration
Community leadership
Biodiversity conservation
Cultural heritage
Water quality
Diversity Strategies Geographic Locations
Please ���� the target groups which the Board hopes to attract as new Board members Please identify any geographic area/s the Board should target for
new Board members
Female
Aboriginal or Torres Strait Islander
Person with disability
Young person – under 25
People from culturally diverse backgrounds
CMA BOARD MEMBERS SKILLS MATRIX � CHAIRCHAIRCHAIRCHAIR
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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GOVERNMENT BOARDS AND COMMITTEES
APPOINTMENT FORM � CHAIRCHAIRCHAIRCHAIR
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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GOVERNMENT BOARDS AND COMMITTEES APPOINTMENT FORM
Government Policy is to increase representation of women, people from culturally diverse backgrounds, Aboriginal and Torres Strait Islander people, people with a disability and young people on boards and committees.
XXX Catchment Management Authority Board 1. Name of Board, committee, etc: Please tick: part-time ���� full-time
2. Legislation or terms of reference under which the board is constituted:
Catchment Management Authorities Act 2003
3. Position ( eg Chair, Member): Board member 4. Appointment criteria of position: Each member must complement other members of the Board so that, together,
the Board has skills and knowledge in the following areas: (a) primary production, (b) environmental, social and economic analysis, (c) State and local government administration, (d) negotiation and consultation, (e) business administration, (f) community leadership, (g) biodiversity conservation, (h) cultural heritage, (i) water quality.
Also, as far as practicable, members of the Board should reside in the area of operations of the Authority.
5. Name of previous incumbent or indicate if reappointment: Re-appointment 6. Reasons for appointment: Resignation / End of current member’s term / Long-term vacancy (delete or add
as appropriate) 7. Nominee of: N/A skills based appointment
XX 8. Full name of proposed appointee: Please tick: ���� male female If Yes, Please tick:
Aboriginal or Torres Strait Islander Person with a disability Young Person (under 25) date of birth if young person / /
Ancestry (Please specify *)
9. a) Does the proposed appointee identify as belonging to one of these groups ? Yes/No
b) What is the person’s ancestry ? * eg English, Irish,
Italian, German, Greek, Chinese, Aboriginal etc
(please provide more than one ancestry if necessary) 10. Is the proposed appointee a member of any other
Government Boards or committees? If yes, please list: Yes / No
11. Address of proposed appointee: 12. Qualifications / experience of proposed appointee:
Amount Annual fee: ����
$20,600 pa (incl. super) Amount / time
Sitting fee: $…………../ …….
13. a) Please provide details of the remuneration for the position: eg annual retainer fee ($), other payment amounts ($), / time (hour, meeting etc)
b) Is remuneration actually paid ? ( “No” in the case of Public Servants) Yes / No
14. Term of proposed appointment: Indicate appointment and termination date if possible
X years [insert dates from start to finish of term]
All sections must be complete. Omission of any information will delay submission to Cabinet. Signed: Frank Sartor MP Minister for Climate Change and the Environment
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
CANDIDATE PROBITY DECLARATION TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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Completion of a Personal Probity Form requires the individual to:
A. Attach the documents specified in Part 1;
B. Provide answers to certain questions contained in Part 2; and
C. Sign a statutory declaration stating that the contents of the Personal Probity Form are true and correct in every
particular.
D. Sign the bottom right hand corner of each page of the Personal Probity Form and each page attached to the
Personal Probity Form.
IMPORTANT
Warning about false or misleading information or incomplete disclosure
Persons completing this form should be aware that action may be taken should information be supplied that is
false, misleading or incomplete in a material detail.
Persons who submit false or misleading information may be prosecuted and fined or imprisoned.
Where an appointment is made and it is subsequently found that full disclosures had not been made or that false
or misleading information had been provided, you will need to show why the appointment should not be
cancelled or suspended.
PART 1
Personal Details:
Surname: Given
Names:
Present
residential
address:
Postcode:
Date of
Birth
Male � Female �
If you have resided at your present residential address for less than 6 months, your previous residential address:
Previous
residential
address:
Postcode:
Signature _______________________________________________
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
CANDIDATE PROBITY DECLARATION TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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Present
business
address:
Postcode:
The following documents MUST be attached to this Personal Probity Form:
1. A certified copy of one of the following as proof of identity:
(a) Birth certificate or extract; or
(b) Current driver’s licence; or
(c) Marriage certificate.
2. Are you an Australian citizen?
If YES, attach a certified copy of one of the
following:
(a) Australian birth certificate or extract; or
(b) Australian citizenship certificate; or
(c) Personal details page of Australian
passport.
If NO, attach a certified copy of both of the
following:
(a) Personal details page of passport; and
(b) Current Australian visa.
3. Summary of Work and Business History. Please attach a list setting out the following:
i) Details of Directorships of corporations (including past and present) you have held in the last 5 years including:
� Name of Company
� Location of Company
� Date of Appointment as Director
� Date of Cessation as Director
� Nature of Business
ii) Details of all businesses you have owned or had a financial interest in either you solely, in partnership or through
some other means not detailed in 3(i) above (including past and present) in the last 5 years:
� Name of Entity
� Location of Entity
� Date of Commencement
� Date of Cessation
� Nature of Business
iii) Details of your present and past employment in the last 5 years, excluding details which have already been
provided in your application for Board membership:
� Name and address of employer
� Position Title
� Date of Commencement
� Date of Cessation
� Description of duties.
Signature _______________________________________________
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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Part 2
Arrests, detentions and litigation
Answer the questions below. If you answer “yes” to any of the questions provide full details on an
attached document and sign the bottom right hand corner of each page of the document.
Please note “law enforcement agency” includes but is not limited to State, Federal and Overseas
Agencies such as Police Services, Crime Authorities, Crime Commissions and Commissions against
Corruption, Securities and Investment Commissions, Customs Services, Taxation Offices and
Competition and Consumer Commissions.
1. Have you ever, in New South Wales or elsewhere:
a. Been convicted of an offence?
If “yes” provide details of the offence on an attached document. YES / NO
b. Had any charge proved against you without a conviction being recorded?
If “yes” provide details of the offence on an attached document. YES / NO
2 Have you ever had a judgement returned against you in a civil or criminal legal
proceeding? If “yes” provide details of the offence on an attached document.
YES / NO
4 Have you been the subject of debt recovery action in the last 6 years? If “yes”
provide details of the offence on an attached document.
YES / NO
Membership and employment
1. Have you ever been dismissed, discharged or asked to resign from any position
you have held as a Director or Secretary of a company?
If yes, provide details of the following on an attached document:
� The date of dismissal
� The name and address of the organisation at the time of dismissal or
resignation
� The reason for dismissal, discharge or resignation
� Any further comments you may wish to add
YES / NO
2. Do you belong to any professional body, association or institute?
If yes, please provide details on an attached document YES / NO
3. Have you ever been investigated or disciplined by a professional body,
association or institute?
If yes, please provide details on an attached document
YES / NO
Financial details
1. Have you ever been bankrupt, or subject to an arrangement under the
Bankruptcy Act 1966 (ie made some arrangement with your creditors) or an
overseas equivalent, or taken, or applied to take, advantage of any law about
bankruptcy?
Signature _______________________________________________
YES / NO
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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If yes, please provide details of the following on an attached document:
� Date of bankruptcy/arrangement
� Date of discharge/completion (including a proposed date)
� Details of the circumstances leading to bankruptcy/arrangement
proceedings, including details of any pending arrangements
2. Are you currently, or have you ever been, a Director or officer of a corporation
or involved in the management of a corporation:
a. Placed into liquidation or receivership or under a scheme of arrangement
or other formal insolvency administration YES / NO
b. Where a mortgagee has entered into possession of the property of the
corporation YES / NO
c. Where an investigation into the affairs of the corporation has been
authorised by the Australian Securities and Investment Commission, its
predecessors or an equivalent overseas body?
If yes, please provide the details of the following on an attached document
� The type of proceedings to which each corporation was subject
� The full name of each corporation, including any previous names
� The circumstances leading to the proceedings to which each
corporation was subject, including details of any pending financial
arrangements
� The details of any investigations into the affairs of the corporations by
ASIC, or its predecessor or by an equivalent overseas body
YES / NO
3. Have you ever been disqualified from acting as a Director of a corporation
under any of the provisions of current or previous Australian corporation and
securities legislation or overseas equivalents?
If yes, please provide details of the following on an attached document:
� Date of disqualification
� The reason for disqualification (including details of any pending
arrangements)
YES / NO
4. Are you, or have you ever been, disqualified from managing corporations?
If yes, please provide details on an attached document YES / NO
Signature _______________________________________________
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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Statutory declaration of applicant
I, ______________________________________ of ______________________________________
(Full name of applicant) (Address of applicant)
Do solemnly and sincerely declare that:
1. All information provided by me in the Personal Probity Form, including all information provided
in the attachments of the Personal Probity Form; and the declaration and all answers to the
questions contained in the Personal Probity Form are true and correct in every particular;
2. I am aware that the Chair of the Board and the Minister may rely upon the answers I have
provided in the Personal Probity Form when considering my application for a CMA Board
member’s position;
3. I am aware that, if any of the information which I have supplied in my Personal Probity Form is
false or misleading, I may be prosecuted for an offence.
Dated this ____________ day ________________ of 20 ____
___________________________________________________
(Signature)
___________________________________________________
(Signature of Witness)
A Justice of the Peace/Legal Practitioner
____________________________________________________
(Full Name of Witness)
CATCHMENT MANAGEMENTCATCHMENT MANAGEMENTCATCHMENT MANAGEMENTCATCHMENT MANAGEMENT AUTHORITIES AUTHORITIES AUTHORITIES AUTHORITIES
SAMPLE BOARD INDUCTION POLICY �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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CMA Policy Statement
All Board members are expected to contribute to Board meetings to the best of their ability. To
facilitate this, the CMA Board will guarantee a thorough induction into the business of the Board
and the CMA, covering current issues and concerns, strategic direction, governance arrangements,
policies and procedures, CMA operations, staff, financial position, assets and liabilities.
All Board members will receive a CMA Corporate Governance Manual. This Manual fulfils a dual
role as an induction manual for new Board members and an operating Manual for current Board
members and CMA staff. The CMA Corporate Governance Manual is the guiding document for
[insert name of CMA] as it facilitates sound and consistent Board operations and the achievement
of good practice in corporate governance. It outlines the strategic direction, management, day-
to-day protocols and processes for the [insert name of CMA] Board and staff members and
contains the values that the [insert name of CMA] lives by and the information that will direct and
drive our mission statement: [Insert mission statement here].
All new Board members will meet with the Chair after being given their copy of the CMA
Corporate Governance Manual and preferably before their first Board meeting. The meeting with
the Chair may be held as a group session or with individual new Board members. The purpose of
this meeting is to:
� Explain the process of decision making
� Outline the Board’s values
� Discuss the key roles and legal requirements of the Board and what these mean in terms of
behaviour and expectations of the Board member
� Brief new members on current issues the Board is dealing with at the moment
� Answer any questions the new Board member/s may have and to help familiarise them with
their new role and responsibilities
New Board members will also meet with the General Manager. The purpose of this meeting is to
familiarise new member/s with the role of the General Manager and the CMA’s operations,
facilities and staff.
New Board members will also undertake field visits to see the range of on-the-ground CMA works
and programs.
New Board members will be assigned a Board mentor or buddy to assist them in settling into their
new role and provide them with a point of contact for information.
Unless already eligible for membership of the Australian Institute of Company Directors (AICD) or
an equivalent body, the new Board member will undertake and successfully complete within
12 months, the Director’s Essential training provided by AICD. The cost of the course will be met
by the CMA.
CATCHMENT MANAGEMENTCATCHMENT MANAGEMENTCATCHMENT MANAGEMENTCATCHMENT MANAGEMENT AUTHORITIES AUTHORITIES AUTHORITIES AUTHORITIES
SAMPLE BOARD INDUCTION POLICY �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
16
Finally we view induction as a two-way process where new members get to know their fellow
Board members and current Board members find out about new member’s interests, strengths,
skills and what they hope to gain from their board experience.
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
CHAIR’S INDUCTION CHECKLIST �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
17
I have:
� Involved all Board members (and staff, where appropriate) in the induction of new members.
� Acted quickly to start the induction process, without overloading the new member with too much
information.
� Allocated each new member a "mentor" to help guide them in their first few months on the Board.
� Given the new member a CMA Corporate Governance Manual and invited them to ask questions.
� Introduced the new member to other members of the Board and senior staff.
� Organised a function to allow the new Board to meet informally.
� Drawn the new members' attention to their roles and responsibilities and answered any queries
they may have.
� Briefed the new member about what issues the Board is dealing with now and will be looking at in
coming months.
� Asked what additional information, if any, the new Board member requires.
� Taken the new Board member on a tour of your facilities and programs.
� Asked the new Board member to comment on their induction process, and used the information
to help improve the process for the future.
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
BOARD CHARTER TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
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The [insert name of CMA] Board has adopted a formal Board Charter, which details the functions
and responsibilities of the Board and distinguishes such functions and responsibilities from those
which have been delegated to the General Manager.
This document provides a summary of the information contained in the CMA Corporate
Governance Manual.
Purpose and Functions of Catchment Management AuthoritiesPurpose and Functions of Catchment Management AuthoritiesPurpose and Functions of Catchment Management AuthoritiesPurpose and Functions of Catchment Management Authorities
Catchment Management Authorities (CMAs) are statutory authorities with a skills-based Board.
CMA Boards report directly to the Minister for Climate Change and the Environment.
The purpose of CMAs is to engage regional communities in key natural resource management
(NRM) issues facing their catchments. CMAs are a prime mechanism for the delivery of funding
from the New South Wales and Australian Governments to help land managers improve and
restore the natural resources of the State.
CMAs work in partnership with the community, local government, other State Government
agencies and industry.
The general and specific functions of all CMAs are detailed in Part 3 (Sections 14 and 15) of the
CMA Act.
More broadly CMAs are responsible for:
� Catchment action planning, investment and incentives
� Administering and managing Property Vegetation Plans and vegetation consents
� Facilitating or undertaking on-ground NRM works
� Community engagement and education around NRM issues.
Role and Responsibilities of the BoardRole and Responsibilities of the BoardRole and Responsibilities of the BoardRole and Responsibilities of the Board
The [insert name of CMA] Board acts on behalf of the Minister in overseeing and governing the
CMA.
The [insert name of CMA] Board’s primary responsibility is one of trusteeship on behalf of the
Minister, ensuring that the legal entity, the CMA, remains viable and effective in the present and
for the future.
The Board’s role includes determining the CMA’s strategic direction, core values and ethical
framework, as well as key objectives and performance measures. A critical component of this role
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
BOARD CHARTER TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
19
is the Board’s ultimate authority and responsibility for financial operations and budget
management to ensure the achievement of strategic objectives.
In performing its role the [insert name of CMA] Board has seven (7) key focus areas:
� Strategic leadership
� Monitoring and assessing performance
� Participation in the selection of preferred
General Manager candidate and in Board
succession
� Accountability and financial management
� Risk management
� Corporate governance and ethics
� Stakeholder engagement and
relationships
Strategic leadership
� Sets the CMA’s strategic direction, objectives and goals and drives the implementation of
the CMA’s Strategic and / or Corporate Plan, four (4) year Investment Program and the
statutory Catchment Action Plan, in consultation with General Manager, for approval by the
Minister
� Approve budgets and other significant capital allocations and expenditure ensuring that
resources are used efficiently and expenditure is accountable within NSW Treasury and
DECCW Net Cost of Services approvals for all sources of funds and Capital Allocation Limits
and other budgetary processes and cash flow management
� Direct and support the professional development of the General Manager
� Test and question General Manager’s assertions
� Support the General Manager and staff in the organisation’s efforts to meet government
statutory and policy requirements
� Influence and monitor the culture of the CMA, sets the tone at the top and be clear in
expectations of the General Manager and staff
� Review, approve and ensure policies on key issues are in place and are appropriate
Monitoring and assessing performance
� Assess and evaluate the Board’s performance annually and that of the Chair
� Annually review, jointly with DECCW, the performance of the General Manager against
agreed performance indicators and CMA specific functions.
� Monitor and evaluate the effectiveness of the CMA through a regular review of programs
and services
� Facilitate and oversight internal reviews of Investment Program projects and the
administration of external contracts
Selection of preferred General Manager candidate and Board succession
� Participate in the selection panel recommending a candidate for the position of General
Manager (in accordance with CMA Act and the Public Sector Employment and Management
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Act 20021) and make recommendations to Director General, DECCW regarding the
appointment when the position is vacant.
� Oversee searches for new Board members
Financial management and accountability
� Facilitating compliance with key NSW Treasury and Australian Government financial policy
and reporting requirements and Australian Accounting Standards
� Monitor the financial position and performance of the CMA
� Identify new funding opportunities to carry out NRM programs and meet State Plan Targets.
� Approve the Annual Report for submission to the Minister
� Reporting of projects supported by the Australian and State Governments and other funding
bodies
� Review recommendations and advice from the NSW Audit Office and Natural Resources
Commission
Risk management
� Review, monitor, oversight and approve the risk management framework (including a risk-
based internal audit program) and ensure integrity of internal controls and information
management systems
� Establish adequate and suitable independent external audit arrangements
Corporate governance and ethics
� Establish, monitor and review appropriate standards of internal CMA corporate governance
and ethics
� Ensure the CMA complies with all statutory and legal requirements and external governance
standards
� Establish committees and set each committee’s terms of reference, composition, key
responsibilities, authority and responsibility
� Be a model of good corporate governance to the CMA’s Management and staff
Stakeholder engagement and relationships
� Develop and maintain good relationships with the Minister, the General Manager, DECCW,
the Natural Resources Commission, other state agencies, Australian agencies, local
government and other key stakeholders and interested parties
� Develop and maintain positive and effective consultation between community and
stakeholder groups
1 In accordance with Part 2 (s6) of the CMA Act, CMAs cannot employ staff directly. Staff may be employed
under Chapter 1A of the Public Sector Employment and Management Act 2002 in the Government Service to
enable the CMA to exercise its functions.
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� Promote the CMA through community networking and communication and strong and
effective relationships with the media
CMA Boards are also responsible and accountable for providing advice to the Minister on issues
such as the Catchment Action Plan, regional environmental standards, natural resource planning
and the effectiveness of NRM programs in the catchment.
Role of the MinisterRole of the MinisterRole of the MinisterRole of the Minister
The Minister for Climate Change and the Environment has the following authorities under the
CMA Act:
� Appointment and removal of Chair, Deputy Chair and Board members
� Appoint / revoke appointment of deputy members
� Appointment of a person to investigate the efficiency and effectiveness of the CMA
� Direct the CMA
� Appointment of an Administrator
� Determine Board member remuneration consistent with the Premier’s Guidelines
� Determine Board member participation in deliberations and discussion following a
disclosure of pecuniary interest
� Approve a Catchment Action Plan
� Revoke a Catchment Action Plan, wholly or in part
� Approval of an audit of the Catchment Action Plan (at intervals of not more than five (5)
years) and the appointment of the Natural Resources Commission or independent audit
panel to undertake the audit
� Approval of annual Investment Program, with or without alteration. The Minister may seek
the advice of the Natural Resources Commission on any program submitted to the Minister
for approval
� Any other matters to be included in Catchment Action Plan or the Annual Report
� Any other methods by which to publicise and consult on draft Catchment Action Plan
� Establishment of an Environmental Water Trust Fund or approval of the investment of trust
funds in any other manner but only with the concurrence of the Treasurer
� Order any land described in the order (being the whole or any part of the area of operations
of the Authority) to be a catchment contribution area and the period to be the charging year
� Enter into arrangements with an appropriate local agency to exercise the following functions
on behalf of the Authority:
- the assessment or reassessment of catchment contributions levied by the Authority
- the collection of those catchment contributions
- the recovery of those catchment contributions
- the issue of certificates as to any catchment contributions due to the Authority
� Approval of an acquisition notice under the Land Acquisition (Just Terms Compensation) Act
1991
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� Approval to review CMA Act to determine whether the policy objectives of the Act remain
valid and whether the terms of the Act remain appropriate for securing those objectives.
The Minister must approve of the review as soon as possible after the period of 5 years from
the date of assent to this Act
� Call the first meeting of the board of an authority
� By order abolish, establish or change the name or area of operations of authorities
� Consent authority for any development application made under the Environmental Planning
and Assessment Act 1979 for any clearing of native vegetation that requires development
consent because of the Native Vegetation Act 2003
� Approval of Property Vegetation Plans
� Delegate to an authorised body or person any of the Minister’s functions under the Native
Vegetation Act 2003 (other than this power of delegation)
� Set and approve various delegations for the CMA Board and officers.
Roles within the BoardRoles within the BoardRoles within the BoardRoles within the Board
While the [insert name of CMA] Board acknowledges that corporate governance is significantly
enhanced through effective role clarity, the defined roles of each of the following parties should
remain open to discussion and review.
Role of Chair
The CMA Chair is first and foremost a Board member.
The Chair also provides leadership and direction to the Board; developing Board cohesiveness and
ensuring the effective functioning of the Board. The Chair must ensure that individual Board
members make an effective contribution to the Board and the Board fulfils its corporate
governance responsibilities.
The Chair is the link between the CMA Board and the Minister for Climate Change and the
Environment and is responsible for assisting the Board to optimise its relationships with the
Minister, the General Manager, the Australian Government, the Natural Resources Commission
and other state agencies, local governments and other key stakeholders.
The Chair performs a vital governing role that includes additional internal and external tasks to
other Board members. Specific responsibilities of the Chair within the Board:
� Provide leadership and strategic direction to the Board
� Develop a draft agenda for meetings in conjunction with the General Manager
� Finalise and prioritise the agenda items for meetings
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� Lead the Board in deciding what committees are required, their membership and terms of
reference
� Ensure proper committee reporting to the full Board
� Ensure meetings are effectively run and Board minutes properly reflect Board decisions
� Lead the Board in defining its basic information requirements to undertake effective
decision making and actions
� Guide the General Manager on information to be presented at individual Board meetings
� Lead the annual process of Board and Board member evaluation
� Lead the recruitment and development of Board members
� Ensure all Board members receive formal induction training into the business of the Board
and the CMA, covering current issues and concerns, strategic direction, governance
arrangements, policies and procedures, CMA operations, staff, financial position, assets and
liabilities
Specific responsibilities of the Chair external to the Board:
� Develop an ongoing relationship with the General Manager. As the major point of contact
between the General Manager and the Board the Chair is to be kept fully informed of the
strategic day-to-day matters of interest to the Board
� Oversight the General Manager’s annual performance review jointly with DECCW
� Represent the Board to external stakeholders and organisations
� Represent the Board when required legally, or making public comment about Board or CMA
matters
� Perform any functions or tasks delegated to the Chair by the Board
� Represent the Board at the CMA Chairs’ Council2 on issues where the Board has given the
Chair direction
� Notify the Minister of absences longer than two (2) weeks so that an Acting Chair can be
appointed.
Role of the Deputy Chair and Acting Chair
Part 2 (8) (6)) of the CMA Act provides for the Minister to appoint a member of the Board as a
Deputy Chair.
The Deputy Chair is first and foremost a Board member.
2 As the CMA Chairs’ Council (the Council) has no legal authority under the CMA Act or any other Act, any decisions made
collectively by the Council must be subsequently ratified at the individual CMA Board level to allow the decision to take
effect/be acted upon.
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The Minister may appoint the Deputy Chair to act in the absence of the Chair. Where the Deputy
Chair acts as the Chair they are vested with the full responsibilities and authorities of the Chair.
Alternatively the Minister may appoint another Board member (other than the Deputy Chair) to
act in the absence of the Chair. Where another Board member acts as the Chair they are vested
with the full responsibilities and authorities of the Chair.
Where the Minister has appointed a Board member or the Deputy Chair as the Acting Chair the
member/Deputy Chair must advise the Board as to the reasons why (eg Chair on leave or the
position of Chair is vacant).
Role of Individual Board Members
On an individual level [insert name of CMA] Board members must support and assist the Board to
provide effective leadership and direction to [insert name of CMA]. In fulfilling their Board
responsibilities Board members must ensure that they:
� Discharge their duties in accordance with [insert name of CMA] Code of Conduct; acting in
good faith and in the best interests of the CMA at all times
� Act with required care and diligence; making reasonable enquiries to ensure the CMA is
operating efficiently, effectively, appropriately and legally in achieving is objectives and goals
� Not use their position and / or information gained through their position for personal benefit
or advantage at the expense of the CMA
� Read material and prepare for meetings in advance
� Attend Board meetings3 and participate in discussion and decisions
� Undertake diligent analysis of all proposals placed before the Board
� Serve on Board committees as required
� Disclose potential conflicts of interest as soon as they arise. This includes financial, political
or personal benefit from:
- other business or professional activities
- employment or accountability to other people or organisations
- membership of other organisations
- ownership of property or other assets
� Where there is a conflict of interest remove themselves from particular discussions and
decisions
3 The office of a member becomes vacant if the member is absent from 3 consecutive meetings of the Board of
the Authority of which reasonable notice has been given to the member personally or by post, except on leave
granted by the Board or unless the member is excused by the Board for having been absent from those meetings
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� Respect the privacy and confidentiality of information obtained in the course of their
participation and not share information that refers to staff members or members of the
management group to any group or individual outside the organisation.
Role of the General Manager
The General Manager is responsible for the ongoing management of the CMA in accordance with
government policy and the strategy, policies and programs approved by the Board.
A detailed description of the General Manager’s role and accountabilities are contained in the
position description for the position. In summary the General Manager:
� Supports the long-term viability of the CMA by leading the development and
implementation of the CMA’s corporate and business plans; Catchment Action Plan and
Investment Program
� Manages the operations, resources and assets of the CMA to ensure it meets and achieves
its legislative, policy, corporate governance and risk management requirements and
obligations
� Provides strong leadership, direction and effective management of CMA staff to build and
maintain staff morale, teamwork and cooperation and foster a strong service delivery focus
� Actively promotes the CMA and successfully manages stakeholder relationships; building
long-term relationships and partnerships
� Provides high-level support to the CMA Board through the provision of sound and expert
advice and detailed reports/briefing notes on financial and operational performance and
progress on policy, legislative and management issues
� Ensures the integrity of the CMA’s financial position by developing, reviewing and
monitoring budgets and carefully managing expenditure; by developing and maintaining
sound internal controls and ensuring the CMA fully complies with its financial and corporate
reporting obligations
� Supports sound decision making by coordinating, organising and attending CMA Board
meetings and ensuring that accurate minutes of Board meetings are taken and maintained
� Acts as an advocate for the CMA by providing advice and information to other agencies and
other key stakeholders and liaising with a broad range of external organisations and contacts
on all facets of the CMA’s operations and functions
� Improves organisational effectiveness by building efficient and effective systems and
processes; ensuring that all information management systems, technological applications
and business tools meet the decision-making, strategic and operational needs of the CMA
� Supports sound governance and a safe and ethical workplace by ensuring that all CMA
policies and practices comply with anti-discrimination and occupational health and safety
legislation and promote equal employment opportunity within the workplace
� Develop and maintain strong, functional relationship with DECCW
� Provide information to DECCW to meet government regulations, policies and requirements.
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Matters Reserved for the BoardMatters Reserved for the BoardMatters Reserved for the BoardMatters Reserved for the Board
The following matters are reserved for the [insert name of CMA] Board and must be referred to
the Board for recommendation / endorsement /decision:
Strategy and Direction
� Approval of Strategic Plan
� Approval of Business Plan
� Recommend an Annual Budget based on all sources of funds, Net Cost of Services limits and
Capital Allocation Limits set by NSW Treasury and DECCW Finance
� Recommend draft Catchment Action Plan to the Minister
� Recommend Investment Program or related documents required to meet statutory
obligations
� Recommend for Ministerial approval for major expansion or closures
Accountability and Governance
� Development and approval of Board succession plan
� Disclosure of conflicts of interest
� Matters concerning the corporate governance of the CMA
� Actions or transactions which might involve questions of legality or propriety
Performance and Reporting
� Assessment of CMA and General Manager’s performance
� Assessment of Board performance
� Matters about reports required by legislation (including the Annual Report)
Financial Management and Capital Expenditure
� Approval of annual accounts after auditing
� Approval of internal audit plan
� Signatories
� Acceptance of audit reports
� Approval of Management Representation Letters prepared by the General Manager and
Audit Committee
www.audit.nsw.gov.au/publications/client_service/management_representation_letter_jun
e_2009.doc
� Approval of capital expenditure priorities consistent with Capital Allocation Limits
General Manager, Board and Committee Selection Recommendations
� Recommendation on the appointment of the General Manager
� Any suggestions / nominations of potential Board member candidates
� Membership and terms of reference of Board committees.
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Board Board Board Board CommitteesCommitteesCommitteesCommittees
The [insert name of CMA] Board may create Board committees, as fixed components of the
Board’s infrastructure (i.e. standing committees) or as flexible (ad hoc) committees with a specific
life span, based on a specific area of focus.
The purpose of the [insert name of CMA] Board’s committees is to maximise the time and
effectiveness of the Board by using a small group of Board members to:
� Focus on detail, risk, loop holes, questions and other matters in order to enhance sound
Board decision making
� Present to the Board frameworks, analyses and conclusions that not only meet the
requirements of the “if not, why not” rule but also allows Board members in general to have
as much confidence as possible in the material being presented
The [insert name of CMA] Board may establish any committees it deems appropriate to enable it
to perform its roles effectively, including:
� Audit
� Risk
� Corporate Governance
� Finance
� Nomination
� Program Evaluation
� Stakeholder Engagement
� Community Engagement
� Performance and Development (of Board and General Manager)
Committee members are to be members of the CMA Board who are selected on the basis of their
skills and willingness to serve. The CMA Chair may be an ex-officio member of all Board
committees.
Each committee should have sufficient numbers to be effective (ideally no less than three (3)
including the Chair as an ex-officio member). One member of the committee will be selected by
the Board to act as the Chair of the committee.
Each committee is to develop terms of reference for the Board’s approval.
Committee work may arise from:
� The Board’s approved Annual Agenda
� A referral of matters from the Board
� Issues which arise within the Committee
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Standing committees are to meet a maximum of [insert number] times per year providing there is
sufficient business to call a meeting. The Chair of the committee will determine the need for a
meeting and has the authority to convene a meeting.
Committee business may be transacted via teleconference or by the circulation of papers amongst
committee members.
Standing committees should conduct an annual review of their performance and report outcomes
to the Board.
Executive support to committees will be provided by the General Manager or Business Manager.
The General Manager will determine the most appropriate CMA employee to provide
administrative support to the committees.
All committee decisions and minutes of committee meetings are to be circulated to all Board
members at the next Board meeting.
Membership and attendance at committee meetings will be included in the performance review
of Board members and reported on in the [insert name of CMA] Annual Report.
Board MeetingsBoard MeetingsBoard MeetingsBoard Meetings
General provisions and procedures for CMA Board meetings are detailed in Schedule 3 (Part 3) of
the CMA Act. In the event of a conflict between the provision of this Charter and the
requirements of the CMA Act, the CMA Act will prevail.
Number and length of meetings
The Board will meet [insert number] times per year or as otherwise determined by the Board.
Where additional meeting dates are required Board members will be notified. Any meeting called
at short notice may in accordance with Schedule 3, Part 3 be conduct by way of teleconference.
Meetings are to be scheduled for sufficient length to allow time for members to discuss and
explore issues and develop strategies and plans for the CMA.
Meeting Agendas and Board Papers
An Annual Agenda comprising of a schedule of Board meeting dates, key agenda items and
committee meeting schedules will be prepared at the [insert first or final] meeting of each
calendar year.
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The agenda of each meeting will be set and prioritised by the Chair, with input from Board
members and the General Manager. The following matters will be standing items on each Board
agenda:
� Acknowledgement to country
� Declaration of pecuniary and non-pecuniary interests and gifts
� Apologies
� Acceptance of previous minutes
� Business arising and actions
� A report from the Chair
� A report from the General Manager
� Finance report
� Occupational Health and Safety Report
� Reports from Board committees
� Issues raised by Management or Board members, including but not limited to:
- A report on any meetings the Chair, Board members and the General Manager
has had between meetings that might be regarded as lobbying
- Report by GM on HR issues
The following items will be added to the agenda for the [month1] and [month1 + 5] meetings:
� Progress reports towards performance indicators outlined in the Catchment Action Plan,
Strategic Plan, Business Plan, Investment Program, etc
� Risk Management report
� Community engagement activities, including marketing of CMA, media coverage,
consultation meetings, workshops, field days and media releases
� Staff turnover and training
Issues raised by Management or Board members for Board consideration are to be presented in a
briefing format agreed by the Board. Briefing papers should preferably be no more than two (2)
pages with other information included as attachments.
Agenda and Board meeting papers are to be received by the Board members no less than [insert
number] calendar days prior to the meeting, except in exceptional circumstances.
Minutes of Board Meetings
Ensure minutes or other records of the meeting are comprehensive and contain sufficient level of
detail to fully capture any CMA operational policy decisions and resolutions, as well as individual
views, and where the Board has not been able to reach a consensus on a particular issue. The
absence of any Board member from decisions or discussion due to a declared conflict of interest
must also be recorded.
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The minutes of the preceding meeting will be dealt with at each meeting. After acceptance by
Board resolution, a copy, signed and dated by the Chair is to be included in the minutes register.
Draft minutes are to be compiled by the CMA and provided to the Chair within [insert number]
working days of the meeting and circulated to Board members within [insert number] working
days of the meeting.
Board Actions
An action items report / chart showing items to be actioned, any previous recommendation/s
made regarding the item, the person responsible and time for completion is to be prepared from
each Board meeting and distributed to all Board members. Management is to report on the
status of each action at the next Board meeting, including where relevant any recommended
plans to overcome any delay in achieving outcomes.
CMA Staff Attendance at Board Meetings
In accordance with Schedule 3, Part 3 (s17) of the CMA Act:
� The General Manager is entitled to attend meetings of the Board as an observer but cannot
vote
� The Board may exclude the General Manager from any deliberations which relate to the
General Manager
The Board may request the attendance of other senior staff for some or all sections of the
meeting.
Communication Protocol Communication Protocol Communication Protocol Communication Protocol ffffor CMA Board or CMA Board or CMA Board or CMA Board MMMMembersembersembersembers
Statutory Planning and Projects
As a key community interface with the [insert name of CMA], Board members are strongly
encouraged to promote the CMA. Any landholders interested in incentives or other CMA projects
are to be referred to CMA staff via the General Manager.
Board members have no role in the assessment of individual projects regardless of their value.
Board members have no role in providing advice to project proponents on any aspect of their
project implementation or management including project extensions, advice on contracts,
completion of milestones etc.
Where a Board member is involved in a project steering committee or a project advisory
committee for large-scale or strategic projects, they must:
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� Limit their communication to the provision of governance and strategic advice
� Refrain from issuing any work instructions to staff
CMA staff will provide commentary on the Catchment Action Plan’s alignment with Local
Environmental Plans, Threatened Species Conservation Act 1995 determinations, floodplain
management plans etc. CMA written responses to these matters will be provided to the CMA
Board for information.
CMA staff may seek input on strategic or catchment-wide plans from the Board as a whole or an
individual Board member but only at the discretion of the General Manager, in consultation with
the Chair.
Issues Management
Generally the Chair will provide commentary on high-level issues unless another Board member
has been specifically delegated by the Chair to comment on the issue. Formal CMA responses to
the issue must be in writing from the Chair and any written comment made must be consistent
with Government and CMA Community Engagement policy.
CMA staff will provide commentary on smaller scale or local issues such as specific matters
relating to environmental or NRM issues. Where comment has been provided in writing, the
Board will be provided with a copy of the correspondence, as determined by the Chair and
General Manager in consultation.
Dispute ResolutionDispute ResolutionDispute ResolutionDispute Resolution
The [insert name of CMA] Board is committed to reaching a speedy and just resolution of any
disputes or grievances that may arise and that may threaten the harmonious functioning of the
Board. All Board members will follow the dispute resolution procedures set out in the Board
Governance Section of the CMA Corporate Governance Manual. These procedures cover disputes:
� Between Board members
� Between Board members and the Chair
� Between Board members and the General Manager
� Between the Chair and the General Manager
� By a member regarding a Board process
� By a member regarding a decision of the Board
Disputes between Board members and staff are to be dealt with in accordance with the current
DECCW grievance management procedures (currently under review) set out in the Organisational
Governance section of the CMA Corporate Governance Manual.
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Review of the CharterReview of the CharterReview of the CharterReview of the Charter
The [insert name of CMA] Board will engage an independent party (e.g. internal auditor service
provider) to review this charter every two years to ensure it remains fully consistent with the
CMA’s objectives and responsibilities and up to date with developments within the organisation
and corporate governance in general.
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Committee Name
The [insert name of CMA] Board resolved on [insert date] to establish a committee of the Board to
be known as the [insert name of CMA] Audit Committee.
Committee Status
The Audit Committee is a Standing / Ad Hoc [delete as appropriate] Committee of the [insert
name of CMA] Board.
Purpose of the Committee
The purpose of the Audit Committee is to focus on all issues relevant to the integrity of the
Authority including:
� Appropriate risk oversight, risk management, internal controls and financial reporting
frameworks, systems, policies and procedures
� Compliance with legal and regulatory requirements
� Assessment of the internal audit function
� External audit program scoping, fee negotiation and performance and an evaluation of co-
operation received.
Functions of the Committee
� Financial Accuracy – Review the completeness of financial disclosures, significant business
and accounting policy changes and ensure correct and truthful reporting. Ensure that the
Authority’s financial statements are understandable, transparent and reliable. Conduct
interim reviews of statutory financial reports / statements as required, sign off and
recommend their adoption by the full Board and review Management Representation Letter
prior to submission.
� Risk Management – Review and recommend an enterprise risk management process. Review
risk management policy (annually) and effectiveness of risk management procedures (bi-
annually).
� Control Assessment – Review and assess, with management, the scope and quality of internal
control systems and processes, including those related to project management. Review
corporate policies relating to compliance with laws and regulations, ethics, conflicts of
interest, and the investigation of misconduct and fraud.
� Internal and External Audit Oversight – Recommend appointment, dismissal and
remuneration of internal and external auditors and oversee the audit process. Liaise with
internal and external auditors to ensure they obtain the widest coverage possible and the
Committee is provided with regular status reports for all recommendations. Ensure that all
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recommendations arising from internal and external audits are followed up and implemented,
if appropriate, or reasons why recommendations have not been implemented. Follow up and
report on any difference of view between internal auditors and Management.
Authorisations
The Audit Committee is authorised with:
� Unlimited access to both internal and external auditors, the General Manager and CMA staff
� The delegation to retain auditors, legal or other consultants as required to achieve the
functions of the Committee
� The delegation to respond in a timely manner to relevant correspondence referred to it by
the Board Chair or General Manager
The Audit Committee is also authorised to:
� Action all issues relating to finance risk and audit as directed by the Board or Board Chair
� Reconsider any Committee recommendations referred back to the Committee by the Board
The Committee recognises that the Board remains responsible for the exercise of any powers
delegated to the Committee1.
Expertise and Membership
Members of the Audit Committee must be financially literate.
One member must have relevant qualifications and experience i.e. a qualified accountant or other
finance professional with experience of financial and accounting matters.
The Committee is to be chaired by an independent chair, but not the Chair of the [insert name of
CMA] Board.
Regard must be had to Premiers Circular C2009-13 which sets out the operation of the
independent audit chair and member pre-qualification scheme:
1 Subject to the "reasonable reliance" defences under s190 of the Corporations Act 2001.
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� All new appointments of independent chairs and members to Audit and Risk Committees of
NSW Government agencies must be made from the prequalified panel.
� Current NSW public servants employed under the Public Sector Employment and
Management Act 2002 can no longer serve as an independent member or chair of an audit
and risk committee for another NSW Government agency. This is to ensure that
independence, real and perceived, is maintained.
� Chairs and members will need to meet the independence and conflict of interest criteria set
out in the forthcoming NSW Treasury Internal Audit and Risk Management Policy.
� Independent chairs or members may be appointed to no more than five NSW Audit and Risk
Committees at any one time.
Current members of the Committee are:
� [insert names of Committee members]
Meetings and Operations
The Audit Committee will generally meet six (6) times per year but only if there is sufficient
business to call a meeting. A minimum of four (4) meetings must be held per year. The
responsibility for convening / determining the need for a meeting rests with the Chair of the
Committee.
In accordance with Schedule 3, Part 3 (s 16) Committee business may be transacted via
teleconference or by the circulation of papers amongst Committee members.
All Committee decisions, minutes, or other record of Committee meetings, will be circulated to all
Board members at the subsequent Board meeting.
The Committee will annually review its performance and report the outcomes of the review to the
Board.
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BOARD MEETING CHECKLIST �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
36
Before each meeting
Does the agenda focus on strategically important material? �
Does the time allocated to each item reflect the Board’s priorities and
responsibilities?
�
Is the agenda focused on decision making and presentation items
support informed decision making?
�
Does each item include reference to papers / attachments that are of an
appropriate level of detail?
�
Are the agenda and meeting papers circulated with sufficient time for
members to consider them prior to the meeting (papers should not
usually be tabled at meetings unless decisions are to be deferred to a
future meeting)?
�
Is each Board paper clearly labelled with reference to the appropriate
agenda item, current recommendation, previous recommendation (if
any) and the relevant strategic objectives (for example from the
organisational strategic plan)?
�
Has the Chair considered and planned the most appropriate approach
to discussing the items on the agenda, and associated meeting
procedures?
�
Are any matters on the agenda unnecessary as they are covered by
existing policies or relate to previous Board decisions?
�
Are there any standing conflicts registered that apply to the proposed
agenda? Will any papers need quarantining?
�
Has there been a conversation between the Chair and the General
Manager to discuss the items on the agenda and brief the Chair on any
current issues or developments?
�
Are there any items on the agenda that may be best discussed, at least
in part, without Management in attendance?
�
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BOARD MEETING CHECKLIST �
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37
After the meeting
Were conflicts of interest identified for any agenda items that required
members to abstain from discussion or voting? Was this noted in the
minutes?
�
Did all Board members actively participate? �
Was the dialogue focused on agenda items and within the allocated
timeframes?
�
Was the allocated timeframe for the agenda item appropriate? �
Did frank and open debate occur? �
Was the dialogue productive, respectful, and are the views or options
clearly summarised at appropriate points?
�
Were good decision-making steps followed? �
Were there sufficient opportunities for members to ask questions or
seek information from Management?
�
Was an appropriate balance maintained between challenging and
supporting Management?
�
Were verbal updates concise, brief and relevant? �
Was the Board aware of government policy and stakeholder positions on
each issue?
�
Were the decisions and corresponding actions clearly identified and
allocated?
�
Did the meeting finish with a brief group reflection on how the meeting
went?
�
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BOARD MEETING CHECKLIST �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
38
Over the year
Are policies regularly reviewed and updated as necessary? �
Is the range of issues relevant to the Board’s responsibilities being
considered over the year?
�
Do meetings appropriately correspond with key governance
events/opportunities for input with the organisation’s strategic
planning and budgetary cycles?
�
Does the Board evaluate its own performance? �
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BOARD AGENDA TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
39
Agenda Template
TIME Meeting No.
Meeting location
Meeting time and date
Board to:
Identify
whether Board
is to note,
confirm or
decide in
relation to that
item
Who:
Identify person
to lead
discussion on
that item
INSERT
TIME
1.0 Welcome and Apologies
1.1 Opening and Welcome Chair
1.2 Apologies
[insert names and titles]
Chair
1.3 Confirmation of Agenda Chair
INSERT
TIME
2.0 Disclosure of Interests
2.1 Identify real, perceived or potential conflicts of interest and
any pecuniary or non-pecuniary interest experienced by any
member in relation to the items on the agenda. These should
be raised with the Chair prior to the meeting to determine the
appropriate way to manage the conflict.
[Note/
Decide]
Chair
INSERT
TIME
3.0 Minutes of Previous Meeting
3.1 Review of Previous Meeting Minutes [Confirm] Chair
3.2 Actions Arising
Review progress on actions arising from the previous meeting,
including identifying any outstanding actions, date to be
completed, and who is responsible for ensuring it is
completed.
[Note] Chair
INSERT
TIME
4.0 Priority item A
4.1 Insert item description
These items are likely to be of strategic significance; for
example, Board evaluation, General Manager recruitment,
strategic planning, or response to a major emerging risk.
Insert recommendation
[Decide] [Chair]
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BOARD AGENDA TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
40
Agenda Template
INSERT
TIME
5.0 Priority item B
5.1 Insert item description
Alternatively, priority items may be key activities the Board is
required to undertake to meet its legislative obligations or
terms of reference, such as making or providing advice on
licenses, project approvals, or policy.
Insert recommendation:
[Decide] [Chair]
5.2 Insert item description
Insert recommendation
[Decide]
INSERT
TIME
6.0 Reports and Operational Matters
6.1 Insert item description
May include the General Manager’s Report, the Finance
Report, Quarterly OHS report, Quarterly Risk Management
report, or reports from any committees or advisory groups.
These items tend to be routine, for information only, and
discussion may be limited to questions arising from reports
circulated with the agenda paper or short verbal reports
provided at the meeting. Tabling written reports at meetings
should be avoided.
If a number of operational matters routinely appear on the
agenda, it may be helpful to present and note/confirm them
together as one item to save time.
Insert recommendation
[Note] [General
Manager,
report author
or Chair]
INSERT
TIME
7.0 Other Business
Items not on the agenda can be raised for discussion (with the
Chair’s permission).
[Chair]
INSERT
TIME
8.0 Next Meeting
Next meeting
Insert date, time, location
[Note] Chair
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BOARD AGENDA TEMPLATE �
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41
Agenda Template
INSERT
TIME
9.0 Roundtable Evaluation
It may be helpful to finish with the Chair requesting someone
to reflect briefly on how the meeting went. [Note] Chair
5:00pm 10.0 Conclusion Chair
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BOARD DECISION REGISTER TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
42
Date Topic Resolution
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BOARD ACTION ITEM REPORT TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
43
Action Item Position /
Person
Responsible
Priority Status Due
Date
Notes
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ANNUAL STATEMENT OF COMMITMENT SAMPLE
TEMPLATE
�
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
44
I, ________________________________________ (insert full name) as a member of the [insert
name of CMA] Board, will:
� Abide by the values articulated in the Strategic Plan
� Observe all meeting rules as described in the CMA Corporate Governance Manual or as
determined by the Board, including sending apologies when I am unable to attend
� Familiarise myself with the Board’s responsibilities and those of an individual Board member
� Agree to complete, sign and submit this Statement of Commitment, a Statement of Disclosure and
a Statement of Interest
� Make reasonable enquiries to ensure that the [insert name of CMA] is operating efficiently,
effectively and legally towards achieving its goals in accordance with the Board responsibilities
and delegations
� Declare any conflict of interest (either my own or others) and participate in Board discussions
determining whether a conflict of interest exists
� Serve on Board committees as required
� Attend annual planning events and other Board activities as required
� Represent the [insert name of CMA] in a positive way
� Only speak publicly on behalf of the CMA when prior Board approval has been given; ensuring
that when a CMA staff member is present at the same public forum, I am publicly clear about who
I am representing
� Take a balanced approach when considering stakeholders views
� Maintain networks with stakeholders with a view to understanding their positions and presenting
them to the Board even if the Board member does not agree
� Take every opportunity to communicate back to stakeholders the decisions of the Board and the
initiatives of the Authority
� Keep CMA Board documents in a confidential place.
In addition, I will:
� Discharge my duties as a Board member in good faith and honesty in the best interests of the
CMA with the level of skill and care expected
� Use the powers of office for proper purpose, in the best interests of the CMA as a whole
� Act with required duty of care and diligence
� Not make improper use of information gained through my position as a Board member
� Follow any grievance / dispute resolution procedures set down by the CMA Board, to try to
resolve any conflict with staff or members
� Not act on CMA matters without the consent of the CMA Board, including not interfering in the
day-to-day operations of the CMA
� Not abuse, physically or verbally, any CMA staff or members of the CMA Board.
I will also abide by the following conflict of interest procedures:
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ANNUAL STATEMENT OF COMMITMENT SAMPLE
TEMPLATE
�
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
45
� Make a full written disclosure of interests, relationships and holdings that could potentially result
in a conflict of interest on an annual basis
� When ad hoc matters arise, fully disclose any potential or real conflicts, as soon as reasonably
practical to the Chair or Board, as appropriate
� Declare any conflicts or potential conflicts arising from agenda items at the commencement of all
meetings
� Absent myself from any discussion or decision making related to the matter about which there is a
conflict of interest.
I have read the above and agree to abide by the outlined Board member’s role, the Code of
Conduct and to utilise the conflict of interest procedure when necessary.
Signature:__________________________________________________
Date: ______________________________________________________
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SAMPLE DISPUTE RESOLUTION POLICY �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
46
Purpose
This policy is designed to set out the process for resolution of disputes or grievances involving the
[insert name of CMA] Board members.
Policy
The Board is committed to reaching a speedy and just resolution of any disputes or grievances
that may arise and that may threaten the harmonious functioning of the Board and its
relationship with Management.
Scope
All Board members will follow the procedures set out below.
This policy refers to disputes:
� Between Board members
� Between Board members and the Chair
� By a member regarding a Board process
� By a member regarding a resolution of the Board
Note: Disputes between CMA Board members and staff, and the General Manager and staff, are
to follow the DECCW grievance policy.
Procedures
1. In the first instance, the Board member should seek to discuss their concerns directly with the
Board member concerned.
2. If the grievance is not resolved to the satisfaction of both people then the person affected must
outline the complaint in writing and send it to the Chair. If the matter relates to a dispute with
the Chair, the complaint must be sent to the General Manager. The Chair or General Manager
must acknowledge receipt of this document within two days.
3. The Chair or General Manager will attempt to resolve the issue to the satisfaction of the
complainant.
4. The Chair or General Manager will advise the person about whom a complaint is being made of
the notification and the nature of the complaint.
5. If the matter remains unresolved, the Chair will use their discretion to bring the issue to the next
Board meeting or call an extraordinary Board meeting.
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SAMPLE DISPUTE RESOLUTION POLICY �
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47
6. When raised at the Board meeting all people involved in the dispute will be given the right to be
heard.
7. The matter should be heard with all Board members present, unless they have advised in writing
that they are aware there is a dispute resolution meeting being held and they are unable to
attend.
8. The Chair will call for a motion from the Board e.g. to seek further legal advice, to refer the matter
for mediation, to dismiss the complaint. The motion will be voted on by all members present at
the meeting. Any such decision reached by the Board at this stage will be enacted and will be
considered final.
Review Process
A Board decision may be reviewed where:
� New information has come to light that was not available when the original decision was made
� The Board has become aware of an error in previous information that was used to make the
decision
� A Board member did not feel able to present his/her case.
Related Documents
� Code of Conduct
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CHECKLIST FOR IDENTIFYING CONFLICTS OF INTEREST �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
48
Step 1: Describe the matter or issue being considered and the situation in which you are involved.
____________________________________________________________________________________________________________
____________________________________________________________________________________________________________
Step 2: What is your public duty in serving the public interest?
____________________________________________________________________________________________________________
____________________________________________________________________________________________________________
Step 3: Making an assessment: In assessing whether you have an actual, reasonably perceived or potential conflict of interest,
it may be helpful to ask yourself the following questions. The test when assessing these situations is to ask yourself – “Could this
conflict with my public duty to serve the public interest?”
What is the situation? YES
/NO
Would I or anyone associated with me benefit from or be detrimentally affected by my proposed decision or action?
Could there be benefits for me in the future that could cast doubt on my objectivity?
Do I have a current or previous personal, professional or financial relationship or association of any significance with
an interested party?
Would my reputation or that of a relative, friend or associate stand to be enhanced or damaged because of the
proposed decision or action?
Do I or a relative, friend or associate of theirs stand to gain or lose financially in some covert or unexpected way?
Do I hold any personal or professional views or biases that may lead others to reasonably conclude that I am not an
appropriate person to deal with the matter?
Have I contributed in a private capacity in any way to the matter the CMA is dealing with?
Have I made any promises or commitments in relation to the matter?
Have I received a benefit or hospitality from someone who stands to gain or lose from my proposed decision or
action?
Am I a member of an association, club or professional organisation or do I have particular ties and affiliations with
organisations or individuals who stand to gain or lose by my proposed decision or action?
Could this situation have an influence on any future employment opportunities outside my current official duties?
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CHECKLIST FOR IDENTIFYING CONFLICTS OF INTEREST �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
49
Could there be any other benefits or factors that could cast doubts on my objectivity? YES
/NO
Do I still have any doubts about my proposed decision or action?
What perceptions could others have? YES
/NO
Would I or anyone associated with me benefit from or be detrimentally affected by my proposed decision or action?
Could my involvement in this matter cast doubt on my integrity or on the CMA’s integrity?
If I saw someone else doing this, would I suspect that they might have a conflict of interest?
If I did participate in this action or decision, would I be happy if my colleagues and the public became aware of my
involvement and any association or connection?
Is the matter or issue one of great public interest or controversy where my proposed decision or action could
attract greater scrutiny by others?
How would I feel if my actions were highlighted in the media? ______________________________________________________
__________________________________________________________________________________________________________
What assessment would a fair-minded member of the public make of the circumstances? _______________________________
__________________________________________________________________________________________________________
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CHECKLIST FOR IDENTIFYING CONFLICTS OF INTEREST �
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50
Should I seek help?5 YES/NO
Am I confident of my ability to act impartially and in the public interest?
Do I feel a need to seek advice or discuss the matter with an objective party?
Is all the relevant information available to ensure a proper assessment?
Do I know what my Board’s code of conduct requires in relation to conflicts of interest?
Do I need to discuss any issues regarding this matter with the Chair?
Am I confident of my ability to act impartially and in the public interest?
Do I understand the possible penalties that may apply if I proceed with an action or decision with an unresolved
conflict of interest?
5 Remember – Seeking and following advice by suitably qualified persons is evidence of good faith but does not transfer
the responsibility from the individual to decide whether or not they have a conflict of interest.
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CHECKLIST FOR IDENTIFYING CONFLICTS OF INTEREST �
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51
Have I recognised the type of interest?
An important step is to recognise whether or not the interest is a pecuniary interest (also known as a material
personal interest). Because there can be legal consequences, public officials should not rely on their own opinion, but
should seek independent legal advice if there is any doubt.
Actual conflict of interest � Pecuniary interest �
Perceived conflict of interest � Non-pecuniary interest �
Potential conflict of interest �
Can I now make a decision? YES /
NO
Have I assessed whether I need to obtain appropriate independent legal and other impartial advice?
Am I comfortable with my decision to seek (or not seek) advice, and with advice that I have been given?
If I disagree with any advice given, am I able to state a defensible case to those who made the assessment?
Can I choose the best option to ensure impartiality, fairness and protect the public interest?
Does this option ensure openness and transparency in my proposed decision or action?
Have I identified and documented the facts and circumstances governing my evaluation of, and decision on, how I
should handle the situation?
Does my decision allow me to act and be seen to act in a fair, impartial and objective manner?
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CHECKLIST FOR IDENTIFYING PECUNIARY INTERESTS �
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52
What is a pecuniary interest?
You have a pecuniary interest (also known as a material personal interest) in a matter if you have
or should reasonably have a realistic expectation that you or an associated individual stand to gain
a benefit or suffer a loss, whether directly or indirectly.
� It is not necessary to be able to identify or quantify the benefit or loss that might either directly
or indirectly be attributable to you as a consequence of the relationship.
� Money does not have to change hands – the benefit could be an increase in the value of
property or other material interest.
As soon as a pecuniary interest of an associate is recognised you must treat it as if it was your own
pecuniary interest. Using the checklist below may be useful.
Can I now make a decision? YES /
NO
Does the matter fall within the legislated definition of a pecuniary interest?
Is there a realistic expectation that I will, directly or indirectly, gain a financial or other
material benefit or suffer a financial or other material loss?
Will the matter affect my earning capacity or financial situation?
Will it have an impact on the value of any shares or property that I own?
Do I have a second job or private business that may be affected by the matter?
Do I have any debts owing to a person who will be affected by the matter?
Have I accepted hospitality, sponsored travel or other benefits from a person who will
be affected by the matter?
Is there a realistic expectation that someone in a personal or business relationship with
me will, directly or indirectly, gain a financial or other material benefit or suffer a
financial or other material loss?
By nature of my relationship with this individual, would any benefit or loss they receive
be expected, under normal circumstances, to flow through to me?
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BOARD MEMBER CONFLICT OF INTEREST DECLARATION TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
53
Board Member’s Name:
Matter under consideration:
_______________________________________________________________________________________
_______________________________________________________________________________________
________________________________________________________________________
Please detail the private interests identified which have the potential to impact on the Board member’s
ability to carry out, or be seen to carry out, their official duties impartially and in the public interest:
_______________________________________________________________________________________
_______________________________________________________________________________________
_______________________________________________________________________________________
_______________________________________________________________________________________
______________________________________________________________
The conflict of interest has been identified as an (please check the appropriate boxes):
Actual conflict of interest �
Pecuniary interest �
Non-pecuniary interest �
Perceived conflict of interest �
Potential conflict of interest � I hereby declare that the above details are correct
to the best of my knowledge and I make this
conflict of interest declaration in good faith.
________________________________ Signature (Board member)
Date:
I hereby declare that I have received and
appropriately noted this conflict of interest
declaration.
______________________________ Signature (Chair)
Date:
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BOARD MEMBER CONFLICT OF INTEREST DECLARATION TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
54
Statement of conflict of interest resolution or management
Proposed action to be taken to resolve /manage conflicts of interest:
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
The above action was agreed on to resolve conflicts of interest declared by:
___________________________________ on __________________________________ (Insert Board member’s name) (Insert date)
__________________________________ _________________________________
Signature (Board member) Signature (Chair)
Date: __________________________________ Date: _______________________________
Statement of adjustment to conflict of interest resolution management
Adjustment to action taken to resolve or manage conflicts of interest:
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
The above adjustment action was agreed on to resolve conflicts of interest declared by:
___________________________________ on ___________________________________
(Insert Board member’s name) (Insert date)
___________________________________ _________________________________ Signature (Board member) Signature (Chair)
Date: __________________________________ Date: _______________________________
Statement of finalisation of conflict of interest
___________________________________ on _______________________ (Insert Board member’s name) (Insert date)
___________________________________ _________________________________ Signature (Board member) Signature (Chair)
Date: Date:
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ANNUAL DECLARATION OF PRIVATE INTERESTS TEMPLATE �
CMA Corporate Governance Manual 24 November 2010 Section 4 Appendix
55
REGISTRATION OF PRIVATE INTERESTS
STATUTORY DECLARATION
I, DO SOLEMNLY AND SINCERELY DECLARE that, to the best of my knowledge and belief, the attached
Statement of Private Interests contains a complete and accurate statement of my private interests
and those of the persons associated with me;
AND I MAKE THIS SOLEMN DECLARATION conscientiously believing the same to be true and under
and in accordance with the provisions of the Commonwealth Statutory Declarations Act 1959.
___________________________________ on ____________________________________
(Insert BOARD MEMBER’S NAME) (Insert DATE/MONTH/YEAR)
___________________________________ Before ______________________________ Signature (Board member) Signature (Chair)
Date: _______________________________
STATEMENT OF PRIVATE INTERESTS AND ASSOCIATIONS
1. Real Estate: I, and/or the persons associated with me, own interests in the following real estate:
Owner Location Nature of
Interest
Purpose
for which
held
Years held
(optional)
Initial
cost
(option
al)
Current
Value
(optional)
2. Shareholdings: I, and/or the persons associated with me, own the following shareholdings, other
than nominal shareholdings by way of qualification for membership of a credit union, building
society or other co-operative society. (Include equitable as well as legal interests, whether held directly or indirectly, which enable the exercise of
control over the right to vote or dispose of the shares including interests held on behalf of you and/or the
persons associated with you by a nominee or nominee company).
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ANNUAL DECLARATION OF PRIVATE INTERESTS TEMPLATE �
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56
Owner Company Nature of shares
held
Initial Cost
(optional)
Approximate current
value (optional)
3. Trusts/Nominees Companies
(a) I, and/or the persons associated with me, hold a beneficial interest in the following family or
business trusts or nominee companies:
Beneficiary Trust or nominee
company value
Nature of
interest
Nature of
operations of
trust company
Approximate
current value
(optional)
(b) I, and/or the persons associated with me, are trustees of the following family or business trusts:
Trustee Trust Beneficiaries Nature of
operations
Approximate
current value
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ANNUAL DECLARATION OF PRIVATE INTERESTS TEMPLATE �
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4. Directorships in Companies (Whether Public or Private)
I, and/or the persons associated with me, hold the following directorships, whether remunerated or
not:
Director Company Public or
private
Activities of
company
Year
incorporated
5. Partnerships etc.
I, and/or the persons associated with me, are members of the following partnership(s):
Person
holding
interest
Partnership
nature/purpose
of operations
Year
business
formed
Nature of
interest
Proportional
Value of
interest
Approximate
current value
(optional)
6. Investments
I, and/or the persons associated with me, have the following investments in bonds, debentures,
savings or investment accounts with banks or other financial institutions:
(To be completed only if the cumulative value of investments exceeds, for example, $2,000 unless any
particular investment is of such a nature that it may be seen to give rise to a conflict with your public duty. Any
such investment must be disclosed.)
Person holding
investment
Type of investment Body in which
investment is held
Approximate current
value
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ANNUAL DECLARATION OF PRIVATE INTERESTS TEMPLATE �
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7. Other assets
I, and/or the persons associated with me, have assets (other than those mentioned in items 1–6) as
follows:
(Household or personal effects or motor vehicles for private use need not be mentioned. List each other asset,
valued at over, for example, $2000, including collections, and smaller amounts of such nature that they may
be seen to give rise to a conflict with your public duty.)
Owner Nature of assets Initial cost
(optional)
Year acquired
(optional)
Approximate
current value
(optional)
8. Sources of income
I, and/or the persons associated with me, have the following sources of income:
(Salary from contract of employment, family allowance payments and income from investments not required
to be disclosed under item 6 need not be mentioned. List each other source of income in excess of, for
example, $2000 per annum and smaller amounts of such nature that they may be seen to give rise to a conflict
with your public duty.)
Recipient Nature of income Actual gross income
for last financial
year
Estimated gross
income for current
financial year
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ANNUAL DECLARATION OF PRIVATE INTERESTS TEMPLATE �
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9. Gifts, sponsored travel or hospitality
I, and/or the persons associated with me, have received the following gifts and other financial
benefits during the last 3 years:
(Gifts and other financial benefits received in a purely personal capacity, such as from family and friends, need
not be mentioned unless of such a nature that they may be seen to give rise to a conflict of interest with your
public duty.)
Recipient Nature of gift Year received Approximate
current value
Value when
received
10. Control over other assets etc.
I, and/or the persons associated with me, have effective control over the following assets (other
than those referred to elsewhere in this statement):
Person
having
control
Nature of
assets
Year acquired Approximate
value when
acquired
Approximate
current value
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ANNUAL DECLARATION OF PRIVATE INTERESTS TEMPLATE �
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11. Liabilities
I, and/or the persons associated with me, have the following liabilities:
(Ordinary short term credit arrangements, such as credit cards or accounts, need not be mentioned unless the
cumulative liability exceeds, for example, $2000 or are of such a nature that they may be seen to give rise to a
conflict with your public duty.)
Person
concerned
Nature of
current liability
Creditor Year of incurring
liability
Current
liability
12. Any other private interest
I, and/or the persons associated with me, have the following interests, financial (not referred to
elsewhere in this statement) or otherwise, the nature of which gives rise to, or may be seen to give
rise to, a conflict of interest with my public duty:
(Reference is to be made to all indirect and contingent interests.)
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BOARD PERFORMANCE REVIEW POLICY �
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Purpose
The CMA Board operates in a complex and constantly changing regulatory and business
environment. It is important that the Board review its own performance and those of its
Committees from time to time, with a view to achieving and maintaining a high level of
performance in such an environment.
Key functions of the Board
The Board Charter outlines the Board's responsibilities and powers and those which are delegated
to Management.
The Board reviews its performance and those of its Committees, in carrying out key
responsibilities in accordance with this Policy.
Each Board member is expected to:
� Actively seek a full appreciation of the business of the CMA including key business drivers, the
risks facing the CMA and applicable risk management policies, the regulatory environment in
which the CMA operates and natural resource management sector issues;
� Actively participate in open, honest discussion and bring an independent mind to bear on
matters before the Board.
Each member of the Board will engage in a review of performance in accordance with this Policy.
Review of performance
1. The Board meets periodically for the purpose of reviewing and evaluating the performance of the
Board as a whole, in meeting its key responsibilities and achieving its objectives.
2. The Chair meets at least once a year one-on-one with each Board member for discussion on Board
performance, to allow each Board member to raise all issues considered to be relevant to the
review and evaluation.
3. The Chair meets at least once a year with the General Manager to discuss Management’s view of
the Board's performance, level of interaction with and support of Management. Such matters
arise also from time to time during meetings of the Chair and the General Manager throughout
the year.
4. Board members may at any time discuss with the Chair, any issue concerning Board performance.
5. Board members may at any time discuss with the Deputy Chair / General Manager (delete as
appropriate), any issue concerning the performance of the Chair.
6. All one-on-one discussions are confidential, unless otherwise agreed by the Board member
concerned.
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BOARD PERFORMANCE REVIEW POLICY �
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Board members are encouraged to maintain and improve their knowledge, skills and expertise
through briefings, seminars and ongoing training programs.
Composition of Board and Committees
The Board determines the criteria for Board membership and reviews the composition of the
Board in accordance with the Board Charter.
The Board seeks to ensure that there is an appropriate range of skills and expertise on each
Committee, reflecting the type and scope of work each Committee is to undertake.
Use of external consultants
The Board may engage external consultants to:
� Evaluate its performance in accordance with this Policy; or
� Implement recommendations made by the Board as a result of any evaluation.
Review of policy
The Board reviews the policy at least annually.
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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Name: Period
Assessed
For each of the following statements about the Board, please indicate your assessment of how the
Board performs:
0 = Strongly disagree
1 = Disagree
2 = Somewhat disagree
3 = Somewhat agree
4 = Agree
5 = Strongly agree
Place a tick in the appropriate column to indicate your assessment
STRUCTURE AND SKILLS 0 1 2 3 4 5
OUR BOARD:
Is sufficiently diverse in terms of the gender, age,
and skills of its members
Undertakes a vacancy profile / skill gap analysis of
the Bord prior to seeking new Board members
Provides Board member candidates with a detailed
information package outlining knowledge, skills and
expertise requirements, selection and appointment
process, term of appointment, remuneration etc
Has Board members with financial literacy skills
Has processes in place to encourage Board renewal
while retaining “corporate memory”
Has a Code of Conduct in place outlining the legal
and ethical standards expected of Board members
and staff
Has a Conflict of Interest policy about identifying
and dealing appropriately with any actual, perceived
or potential conflict of interest including pecuniary
and non-pecuniary interests
Provides Board members with access to
independent advice, where appropriate
Has an effective induction program for new Board
members
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BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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STRUCTURE AND SKILLS 0 1 2 3 4 5
OUR BOARD:
Has an ongoing training and development program
for Board members
Annually evaluates its own performance (Board and
individual Board member) and addresses
deficiencies
Has committees of the Board to assist in governing
the organisation
Has committees with clearly drafted terms of
reference outlining the purpose, authorities,
responsibilities and members of the committee
Has an Audit Committee with appropriately
qualified member/s independent of the Chair of the
Board and Management
Evaluates the performance of its committees and
takes action to address any deficiencies
Periodically reviews the relevance of its committees
so that they do not continue to exist simply because
they always have.
Is clear about which managers attend and
participate in discussion at the Board and in its
various committees
Please add any additional comments
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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For each of the following statements about the Board, please indicate how the Board performs:
0 = Strongly disagree
1 = Disagree
2 = Somewhat disagree
3 = Somewhat agree
4 = Agree
5 = Strongly agree
ACCOUNTABILITY 0 1 2 3 4 5
OUR BOARD:
Ensures the CMA has effective mechanisms in place
to listen, communicate and engage with the
community
Fosters a culture of openness and transparency in
its stakeholder communications
Has an effective relationships with key stakeholders
Takes stakeholder interests into account in its
decision-making
Creates opportunities to meet with important
stakeholder groups face-to-face
Reports to stakeholders on the CMA’s performance
against planned strategies and targets
Ensures the Annual Report is comprehensive and
covers governance practices, achievements,
aspirations and required statutory and financial
information
Balances short and longer-term organisational
performance in its decision making
Understands its legal and statutory duties
Ensures the CMA complies with its legislative and
statutory responsibilities including informing central
agencies (DPC, Treasury) and regulators (ICAC,
CCYP) of significant events within the appropriate
timeframe
Ensures compliance with Ministerial directions and
requirements
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ACCOUNTABILITY 0 1 2 3 4 5
OUR BOARD:
Concerns itself with the external reputation of the
CMA.
Can say that the CMA’s reputation is positive
Please add any additional comments
________________________________________________________________________________
________________________________________________________________________________
For each of the following statements about the Board, please indicate how the Board performs:
0 = Strongly disagree
1 = Disagree
2 = Somewhat disagree
3 = Somewhat agree
4 = Agree
5 = Strongly agree
STRATEGIC DIRECTION AND PLANNING 0 1 2 3 4 5
OUR BOARD:
Has a strategic focus
Provides avenues for key stakeholder input into the
strategic direction
Has agreed a clear strategic direction for the CMA in
consultation with Management
Rigorously reflects on and debates strategic
direction before endorsing it
Considers and addresses the risks involved in any
new strategy or major program
Has Board members who can answer the question
“Our strategic direction is…..?”
Balances long-term planning (> Five (5) years)
objectives against short-term planning objectives
Periodically reviews the strategic plan to ensure its
continued relevance
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BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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STRATEGIC DIRECTION AND PLANNING 0 1 2 3 4 5
OUR BOARD:
Has detailed the measures (financial and non-
financial) it uses to monitor achievement of the
strategic plan
Approves operational (usually annual) plans which
align with the strategic plan
Approves budgets which align with the strategic and
operational plans
Please add any additional comments
________________________________________________________________________________
________________________________________________________________________________
For each of the following statements about the Board, please indicate how the Board performs:
0 = Strongly disagree
1 = Disagree
2 = Somewhat disagree
3 = Somewhat agree
4 = Agree
5 = Strongly agree
POLICY 0 1 2 3 4 5
OUR BOARD:
Has endorsed a Board Charter covering such matters as
the role of the Board, the Board’s processes, and the
relationship between the Board and the General Manager
Understands the distinction between Board policy and
operational policy and leaves operational policy to
Management to develop and implement
Has clarified the organisational matters which the Board,
rather than Management, must decide
Has endorsed a clear and effective grievance
policy/procedure
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BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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POLICY 0 1 2 3 4 5
OUR BOARD:
Has a compliance system in place covering law and
regulations, internal controls and reporting, and financial
security
Has a risk management strategy which complies with
national standards
Has ensured policies are written in a user-friendly style.
Has gathered all of its policies together in a Board Manual
for easy reference and accessibility
Includes other important documents (eg Strategic Plan,
annual Investment Program, budget, Board Charter etc) in
its Board Manual
Periodically, reviews Board policies and updates when
necessary
Please add any additional comments
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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For each of the following statements about the Board, please indicate how the Board performs:
0 = Strongly disagree
1 = Disagree
2 = Somewhat disagree
3 = Somewhat agree
4 = Agree
5 = Strongly agree
MONITORING AND SUPERVISION 0 1 2 3 4 5
OUR BOARD:
Does not, unduly, interfere in operational issues which are
the domain of Management
Monitors achievement of the strategic plan by periodic
reporting of agreed, measurable, key performance
indicators (financial and non-financial)
Monitors achievement of the operational (annual) plan by
reference to agreed, measurable, key performance
indicators (financial and non-financial)
Oversees an adequate internal and external audit process
and systems
Receives financial statements and reports which are
adequate for it to discharge its duties
Receives financial reports frequently enough to allow it to
take appropriate action
Requires the General Manager to state in writing that
financial reports present a true and fair record and are in
accordance with relevant accounting standards
Meets annually with the external auditor to discuss
identified issues
Requires the General Manager to provide written
confirmation that the CMA’s risk management systems
are operating efficiently and effectively
Oversees important organisational risks including
compliance
Periodically measures community attitudes as an indicator
of organisational success
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BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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MONITORING AND SUPERVISION 0 1 2 3 4 5
OUR BOARD:
Monitors CMA performance against like-organisation
benchmarks
Monitors Management compliance with Board policy
(sometimes by exception reporting where operations
move outside pre-agreed, acceptable parameters)
Has agreed, with Management, the format and style of
the reports it receives to monitor organisational
performance
Receives General Manager reports with “no surprises”
Please add any additional comments
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
For each of the following statements about the Board, please indicate how the Board performs:
0 = Strongly disagree
1 = Disagree
2 = Somewhat disagree
3 = Somewhat agree
4 = Agree
5 = Strongly agree
GENERAL MANAGER AND SUCCESSION 0 1 2 3 4 5
OUR BOARD:
Employs the General Manager under an employment
agreement which includes a position description and
details about the process for reviewing their performance
Has clear, written delegations (financial and non-financial)
of autonomy to the General Manger setting out
accountabilities and reporting requirements
Has a process for reviewing the performance of the
General Manager
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BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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GENERAL MANAGER AND SUCCESSION 0 1 2 3 4 5
OUR BOARD:
Manages and assesses the performance of the General
Manager based on the strategic and operational (annual)
key performance indicators of the organisation
Takes appropriate action in the event of unsatisfactory
performance of the General Manager
Has a succession plan in place for the position of General
Manager
Please add any additional comments
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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For each of the following statements about the Board, please indicate how the Board performs:
0 = Strongly disagree
1 = Disagree
2 = Somewhat disagree
3 = Somewhat agree
4 = Agree
5 = Strongly agree
LEADERSHIP AND TEAMWORK 0 1 2 3 4 5
OUR BOARD:
Can say that harmonious and effective working
relationships exist between Board members
Has documented appropriate appointment procedures for
the Chair and Board members
Has a written position description for the Chair which
clearly defines expectations and time commitments
Periodically, evaluates the performance of the Chair and
takes action to address any deficiencies
Seeks to fill Board positions with individuals whose
behaviours will bolster the Board’s work as a team
Has a collegiate approach to decision making
Conducts meetings in a way which ensures meaningful
participation
Allows Board members to voice dissenting points of view
in an environment of candid discussion
Behaves according to the values of the CMA
Has sufficient access to the General Manager and senior
Management in and outside Board meetings
Has a protocol about who speaks for the CMA and when
Has endorsed policies covering Board and Management
interaction
Is clear about how it uses Board members’ contacts and
networks
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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LEADERSHIP AND TEAMWORK 0 1 2 3 4 5
OUR BOARD:
Recognises the right of Board members to access staff to
request information/additional information,
appropriately, to enable proper execution of duties
Please add any additional comments
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
For each of the following statements about the Board, please indicate how the Board performs:
0 = Strongly disagree
1 = Disagree
2 = Somewhat disagree
3 = Somewhat agree
4 = Agree
5 = Strongly agree
MEETINGS 0 1 2 3 4 5
OUR BOARD:
Has an annual calendar outlining the frequency, location
and timing of Board meetings
Has agreed how the agenda for each meeting will be
developed and the items for regular inclusion
Has agendas to which all Board members can contribute
Has agreed a standard format for Board papers
Receives Board papers in sufficient time before Board
meetings to allow for preparation and, if necessary,
clarification
Has concise Board papers
Requires written Board papers before making a decision
CATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIESCATCHMENT MANAGEMENT AUTHORITIES
BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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MEETINGS 0 1 2 3 4 5
OUR BOARD:
Requires a business case for each major project or
significant activity prior to committing resources and
assesses that a “worst case” scenario can be mitigated or
managed by the CMA
Makes key decisions based on a thorough review of all
available information and assessed against the risk
management framework
Uses a collaborative, decision-making approach rather
than a more formal, voting style
Has meetings of appropriate duration
Schedules time to meet, periodically, without
Management present, to discuss any sensitive issues and
immediately advises the General Manager of the
outcomes of that discussion
Ensures minutes adequately reflect Board discussions and
decisions
Receives minutes of meetings within an agreed time
following the meeting to allow for checking while memory
is fresh
What are the three (3) main governance issues concerning the Board?
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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BOARD EFFECTIVENESS EVALUATION TEMPLATE �
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What are the three (3) governance strengths of the Board?
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Identify three (3) changes the Board should make to improve its effectiveness?
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Please add any other comments you may have regarding the performance of the Board
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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BOARD MEMBER SELF ASSESSMENT FORM TEMPLATE �
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Name
Date of self assessment
Please identify the desired outcome of the appraisal
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Please identify your performance strengths / positive contribution
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Please identify the constraints impacting on your effective performance
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Please identify the areas you consider require attention
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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BOARD MEMBER SELF ASSESSMENT FORM TEMPLATE �
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What are your training / development needs?
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Future objectives
________________________________________________________________________________
________________________________________________________________________________
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