Board charter

Role of the board | Role of the Chair | Role of the CEO | Meeting procedures | Consequences of breaching the policy | Related policies |

1. Overview

The Game Management Authority ('the Authority') has been established to facilitate the effective management of Victoria's game resources and the promotion of responsible game hunting across the state. This Authority has a Board structure with a membership of between 5 and 9 members as outlined in the Game Management Authority Act 2014

2. Objective

This policy is to support the Board in their duties and provide for an annual agenda for Board meetings to ensure coverage of all key Authority obligations.

3. Scope

This policy sets out the board charter. It also covers the board's meeting and decision-making procedures. It applies to all board members at all times in the performance of their duties.

4. Relevant Obligations

The board will conduct its meetings and decision-making in accordance with all relevant obligations and with good public sector governance practice, including:

  • the establishing Act, being the Game Management Authority Act 2014
  • the public sector values in section 7 of the Public Administration Act 2004 ('PAA');[1]
  • the requirement in section 81(1)(h) of the PAA that adequate procedures be in place for the conduct of board meetings and the making of board decisions, and for appropriate records to be kept of meetings;
  • the Directors' Code of Conduct[2];
  • sections 79 of the PAA;
  • any directions, guidelines and/or statements of obligation or expectation issued by the Minister; and
  • government policy.
  • all other laws and obligations that bind the agency.

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5. Policy Principles

5.1 The role of the Board

The board is the governing body of the Authority and is accountable to the Minister for the exercise of its functions.

The board's primary role is to ensure that the Authority fulfils its functions effectively and complies with its governance framework. This includes:

  • a strategic and business planning role
  • a performance monitoring and reporting role (including risk management)
  • a stewardship role

Board members will avoid participation in the day-to-day management of the Authority.

As outlined in the Game Management Authority Act 2014, the functions of the Authority are –

(a)  to perform the regulatory, investigative and disciplinary functions conferred on the Authority by or under this Act or any relevant law; and

(b)  to administer the scheme for issuing game licenses under the Wildlife Act 1975 in relation to hunting, taking or destroying game; and

(c)  to promote and monitor compliance with this Act or any relevant law in relation to game hunting; and

(d)  to investigate compliance with this Act and any relevant law in relation to game hunting; and

(e)  to develop operational plans and procedures addressing –

(i) the sustainable hunting of game animals; and

(ii) the humane treatment of animals that are hunted or used in hunting; and

(iii) strategies to minimise any negative impact on non-game wildlife, including protected and threatened wildlife; and

(iv) the conservation of wildlife habitats; and

(f)  to work with public land managers to improve the management of public land and facilities on public land where hunting is permitted; and

(g)  to promote sustainability and responsibility in game hunting; and

(h)  to monitor, conduct research and analyse the environmental, social and economic impacts of game hunting and game management; and

(i) to make recommendations to relevant Ministers in relation to –

(i) game hunting and game management; and

(ii) the control of pest animals; and

(iii) declaring public land open or closed to game hunting, open and closed seasons and bag limits; and

(iv) the management of public and private land as it relates to game and their habitat.

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5.1.1 Strategic and Business Planning

The board will set the strategic direction and business objectives of the Authority and ensures that these are consistent with the Authority's governance framework.

  • Strategic and corporate plan

The board will develop the Authority's strategic/corporate plan, which sets out its strategic vision for the medium to long term future. This plan will cover a three to five year period.

  • Annual/business plan

The board will approve the Authority's annual/business plan, which sets out the agency's future activities and performance targets.  The plan will detail the Authority's business objectives, usually for the forthcoming year.

The board will revisit its strategic/corporate plan at least annually and adjust or update it as necessary.

5.1.2 Policies

The board will regularly review the Authority's major high risk policies to ensure that each of the governance policies required by section 81 of the PAA is in place, endorsed by the board, followed and annually reviewed.

5.1.3 Performance monitoring and reporting

The board will monitor and report upon the Authority's performance, including:

  • How effectively the Authority is fulfilling its functions
  • Whether the Authority is complying with its governance framework
  • The effectiveness, currency and results of the systems in place to achieve these goals (e.g. the Authorities' risk management, compliance and reporting systems).

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5.1.4 Performance monitoring

The board will receive regular operational and financial reports from its subcommittees (e.g. audit and risk committee) and from the CEO and other senior staff. It may also commission external reports (e.g. financial audits) as required.

The board will inform the Minister and the Secretary of the Department of Environment and Primary Industries of significant issues and events, in particular, emerging or existing risks.

5.1.5 Annual reporting

The board must report on the Authority's performance as required by its governance framework:

  • The Authority falls within the definition of a public body in section 3 of the Financial Management Act 1994 (FMA) and must submit an annual report to the responsible minister in accordance with Part 7 of the Act. The minister must table the annual report in parliament. Other reporting obligations also exist under the FMA (e.g. on fraud prevention and risk management). [3]
  • If the Authority has reporting requirements under its establishing Act, these are additional to any FMA requirements.

Annual report[4]

(1)  On or before 30 September each year the Authority must submit to the Minister a report of its operations for the year ending on 30 June that year.

(2)  The report must also contain any information relating to the Authority's objectives or functions specifically requested by the Minister.

(3)  The Minister must cause each annual report submitted to him or her under this section to be laid before each House of Parliament within 7 sitting days after receiving it.

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Annual business plan[5]

(1)  Each year the Authority must submit to the Minister for approval, on or before the date required by the Minister, a draft business plan that sets out –

(a)  Its objectives and priorities for the next 3 financial years; and

(b)  Financial projections for that period; and

(c)  Its budget for the next financial year; and

(d)  What it intends to do over the next financial year; and

(e)  Any other matters that the Minister requires in writing.

(2)  After amending its draft business plan in any way required by the Minister, the Authority must submit a final business plan to the Minster for approval on or before the date required by the Minister.

(3)  The Authority must not depart significantly from its budget without first obtaining the approval of the Minister.

(4)  The Authority must have regard to its current business plan in carrying out its functions.

(5)  The Authority must ensure that a copy of its current business plan is –

(a)  Available for inspection by members of the public at its principal place of business whenever that place is open to the public; and

(b)  Published on the Internet.

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Game Management Authority's reports[6]

(1)  As soon as practicable, after 30 June and 31 December but no more than 2 months after each date in each year, the Game Management Authority must submit a report to the Victorian Inspectorate setting out the details required by subsection (2) in relation to authorised operations conducted during the previous 6 months.

(2)  The report must include the following details –

(a)  The number of authorities that have been granted or varied by the Game Management Authority, and the number of applications for or variation of authorities that have been refused by the Game Management Authority, during the period to which the report relates; and

(b)  The nature of the criminal activities against which the authorised operations were directed; and

(c)  The nature of the controlled conduct engaged in for the purposes of the authorised operations; and

(d)  If any of the authorised operations involved illicit goods, a statement (to the extent known) of –

(i) The nature and quantity of the illicit goods; and

(ii) The route through which the illicit goods passed in the course of the operations; and

(e)  Details of any loss or serious damage to property, or any personal injuries, occurring in the course of or as a direct result of the authorised operations; and

(f)   The number of authorities cancelled by the Game Management Authority or that have expired during the period to which the report relates.

(3)  The Victorian Inspectorate may require the Game Management Authority to furnish additional information covering any authorised operation to which a report relates.

(4)  Nothing in subsection (2)(c) or (d) requires particulars of an authorised operation to be included in a report for a period of 6 months if the operation had not been completed during that period, but the particulars must instead be included in the report for the period of 6 months in which the operation is complete.

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5.1.6 Stewardship

The board has a stewardship role and will monitor how these objectives are being achieved including the Authority's culture, management systems, structures and processes. The board will ensure:

  • The Authority's activities reflect the public sector values and employment principles
  • The Authority's governance arrangements meet its legal and other obligations in an appropriate manner.

All actions and decisions must be consistent with the Authority's functions and objectives (as defined in its establishing Act), the agency's strategic and business plans, and government policy.

The board will ensure that good relationships are established and maintained with internal and external stakeholders. Effective working relationships with the Authority's CEO and department will be a priority.

5.2 Role of the Board Chair

The Chair of the board has leadership duties and responsibilities, in addition to their usual role as a board member, and they include:

Board meetings and decisions

The Chair will ensure that:

  • all relevant policies are readily accessible to board members and are available for reference at board meetings;[7]
  • he or she has a copy of the current summary of the interests declared on these forms - e.g. Register of Interests at the board meeting, for reference if required;
  • at the start of each board meeting, he or she asks board members to declare any conflicts of interest in relation to any item on the agenda, and that any conflicts are resolved in accordance with board policy;
  • board members treat one another with respect and courtesy and participate actively and constructively in each decision; and
  • board meetings run in an effective and timely manner.

Overall, the Chair will balance the need to ensure that all board members have a fair opportunity to express their views and ask questions with the need to progress the meeting in a timely manner, taking into account the nature, complexity, and importance of the issue being discussed and decided, and other relevant circumstances.

If a dispute arises between board members, the Chair will actively manage its resolution in accordance with the board's Dispute Resolution policy.[8]

Board members will assist the Chair in ensuring that board meetings and decisions occur in accordance with this policy.

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Board member performance

The Chair will also ensure that:

  • All new board members receive suitable induction
  • All board members have regular opportunities to further develop the knowledge and skills that are relevant to their role
  • Regular assessment occurs of the collective and individual performance of board members (at least annually)

Board and CEO interaction

The Chair will also:

  • Act as the main point of contact and communication between the board and the CEO ensuring that the board's views are communicated clearly and accurately
  • Act as counsellor and mentor to the CEO
  • Liaise with the CEO to ensure board members receive appropriate support and facilities to fulfil their responsibilities

5.3 Role of the CEO

The CEO manages the day-to-day operations of the Authority under the direction of the board. He or she is responsible for implementing the board's strategic vision, as set out in the strategic/corporate plan, and for achieving the Authority's performance objectives, as set out in the annual/business plan.

The CEO is accountable to the board for the day-to-day expenditure, operational activities and administration of the Authority in a manner that is consistent with the Authority's governance framework and the board's strategies, plans, policies and directions.

The CEO implements the board's decisions, provides advice to the board, and is the primary link between the board and the agency's staff.

The CEO must comply with the Code of Conduct for Victorian Public Sector Employees and must promote the Code to staff, and ensure that staff comply with this Code. He or she must also establish and maintain employment processes that comply with the public sector employment principles and related standards.

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5.4 Relationships between the board and the CEO

The board sets/adopts the agency's strategic direction. The CEO implements this strategy on behalf of the board. To produce the best results for the agency, it is vital that the board and the CEO maintain a productive relationship, whilst fulfilling their respective roles.

Meeting Procedures

5.5 Agenda

The Chair will schedule the board's annual work program[9]for the forthcoming year, in consultation with other board members and the chief executive officer ('CEO'). He or she will ensure that the board's meeting schedule and agendas:

  • facilitate an even workflow throughout the year;
  • enable sufficient time for each item on the annual work program to be dealt with effectively; and
  • enable sufficient time for other issues that arise during the year to be dealt with appropriately.

The agenda, together with supporting papers flagged to the relevant agenda item, will be circulated sufficiently in advance of the meeting (at least five business days prior) to provide board members with reasonable time to fulfil their obligation to:

  • read all the materials;
  • consider the issues; and
  • fully prepare for the meeting.

The meeting will follow the agenda unless good and fair reason exists to vary from it.

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5.5.1 Conflict of interest (standing item)

At the start of each meeting, the Chair will ask for board members to declare any conflict of interest in relation to any item on the agenda. Any conflict will be dealt with in accordance with the board's Conflict of Interest policy. [10]

5.6 Frequency of meetings

The usual frequency for board meetings is every two months although more frequent meetings may be scheduled as workloads require. The board will meet at least six times a year. Meetings will be scheduled for the forthcoming year, taking into account the annual work program.

5.6.1 Extraordinary ('special') Meetings

An extraordinary meeting may be called at any time on a resolution of the Board members or on receipt of a written requisition from not less than one tenth of the total membership. In the case of a requisition by members the following conditions shall apply:

(i) the requisition shall state the purpose of such a meeting and shall be signed by the requisitionists and be deposited at the office of the Game Management Authority;

(ii) if, within twenty-eight days from the date of the requisition being so deposited, the Board do not convene an extraordinary meeting, the requisitionists or any of them may convene such meeting, but any meeting convened must be held within three months from the date of the deposit of the requisition;

5.7 Attendance at meetings by board members

Board members are expected to attend all board meetings. A minimum attendance of 75% is required unless good reason exists otherwise. If a member is absent from 2 consecutive meetings of the Authority without prior approval of the Authority the office of that member will become vacant.

Each board member will make a significant contribution to the Authority.[11]Attendance at meetings will be publicly reported in the GMA's Annual Report.

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5.7.1 Remote attendance

Attendance in person at a board meeting is preferable. However the board may permit a board member to attend remotely provided that he or she will be properly able to:

  • participate in the collective discussions of the board; and
  • read or have read to him/her, and comprehend, documents that are tabled at the meeting to inform the board's decision-making.

Depending on the board meeting, suitable means of remote attendance may include: avideo link, teleconference call, or other form of audio or audio-visual two way communication.

A board member who wishes to attend a board meeting remotely will contact the Chair as soon as practicable to ascertain the Chair's view on whether the meeting is likely to be considered suitable for remote attendance and, if so, whether appropriate arrangements can be made. The board's decision will be made at the commencement of the meeting.

If a board member is attending a board meeting remotely and a document is tabled to inform a proposed decision, then, unless the board member can read or be read the document and properly comprehend it, he or she will abstain from that decision.

A series of separate telephone calls will not constitute a meeting as the board cannot participate in collective discussion.

5.8 Attendance at meetings by non-board members

A non-board member may only attend a board meeting if he or she is invited by the Chair or by another board member on behalf of the board. The board will determine the item(s) during which the invited guest may attend.

A non-board member who attends a board meeting:

  • must not participate in any board discussions unless requested to do so by the Chair; and
  • never takes part in any board decision.

The Chair will advise external guests (e.g. an expert consultant) that as a condition of attending the meeting:

  • he or she must refrain from discussing any matters raised at the meeting with anyone outside of the meeting; and
  • if he or she is provided with any board papers, access will be limited to during the meeting unless specific alternative arrangements are made for their use and return.

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5.8.1 Executives and staff

If the board requires an executive or staff member of the GMA to attend a board meeting, the Chair will advise the person of the periods for which he or she is to be present. To assist the board to maintain its independence in decision-making, the Chair will ensure that:

  • no executive or staff member is present as 'a matter of course' during board meetings; and
  • there is a suitable period of time during each board meeting when no executive or staff member is present (other than, if required, a 'non-executive' minute taker).

5.8.2 Nominees not permitted

A board member cannot nominate another person to attend a board meeting on his/her behalf or exercise any of his/her decision-making powers or rights as a board member.

5.9 Information and advice

The board will ensure that it receives the information and advice that it requires to fulfil its role effectively. This includes information and advice in relation to the agency's operations and financial status via:

  • regular and ad hoc reports from the agency (usually presented by senior executives);
  • regular and ad hoc reports from subcommittees of the board (usually presented by the subcommittee chair); and
  • external reports from independent sources, as required.

The board will review, on at least an annual basis, whether the reports that it receives are suitable to the board's information needs (e.g. the nature, content, and format of financial reports).

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5.10 Minutes

The secretary of the board will record the minutes of each board meeting (or will arrange for someone else to do so). The minutes will be an accurate record of the meeting, including:

  • Attendance:

- the board members who are present at the meeting;

- the non-board members who are present and the agenda item(s) and time(s) for which they are present;

- if a board member leaves the meeting at any time (e.g. due to a conflict of interest), the agenda item(s) and time(s) for which they are absent;

- apologies.

  • Agenda items:

- the time that each agenda item commences and finishes;

- the main discussion points (avoiding details of 'who said what').

  • Decisions:

- each board decision;

- the key considerations/reasons for the decision;

- the names of any board members who dissent or abstain from the decision, noting their key reasons;

- the action items (if any) flowing from a decision, including who is responsible for completing each action and any relevant timelines.

An initial draft of the minutes will be sent to the Chair for review, preferably by the next business day. As soon as practical after the draft minutes are approved by the Chair they will be sent to the other board members for review.

The minutes will be endorsed by the board, with any necessary amendments, at the next board meeting.

The Chair will sign the endorsed minutes on behalf of the board.

The endorsed minutes will be retained as an enduring record of the board's decisions, consistent with the Public Records Act 1973. A complete set of board papers will also be retained, including copies of all documents tabled.

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5.11 Decision-making Procedures

5.11.1 Collective accountability

The board is collectively accountable to the Minister for its decisions. Each board member will participate actively in each decision, which will be made in the public interest.

5.11.2 Due consideration and consultation

As part of its duty to exercise due care, diligence and skill, prior to making a decision the board will:

  • ascertain all relevant information;
  • objectively consider all relevant facts and criteria (and avoid irrelevant considerations);
  • consider all the relevant options; and
  • understand the full implications (strategic, financial, community, etc.) of its proposed decision.

There will be an appropriate opportunity for all board members to ask questions, express ideas, and offer opinions. Board members will treat one another with respect and courtesy during this process. Whilst the Chair has a key role in ensuring that this occurs, all board members share this responsibility. Each board member will balance respect for the expertise of others with their own duty to speak up, ask questions, and ensure that the correct decision is made.

5.11.3 Ensuring decisions are valid

The board will ensure that any proposed decision will be valid under the establishing Act and other applicable laws, in particular, that it is consistent with:

  • the purpose and functions of the agency;
  • the powers of the agency;
  • the quorum for a valid decision; and
  • the required legal procedures (if any).

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5.11.4 Quorum

The minimum number of board members (i.e. quorum) who must attendthe board meeting and participate in a decision for it to be valid is four members of whom at least one must be either the Chairperson or the Deputy Chairperson.

Proxy or absentee decision-making is not permitted.

Proxy or absentee voting is not permitted. Only board members who attend the meeting are part of the quorum.

5.11.5 Decision-making process

Whilst it is vital for board members to consult together as a team, due diligence requires that each board member decide individually whether to agree with, or dissent from, a proposed decision, and make their choice known. This is a key responsibility for each board member, regardless of whether it results in a consensus vote.

A decision of the board is determined by:

The majority of votes of members who are present and voting on the question. If the voting is equal, the person presiding has a casting, as well as deliberate, vote. The person presiding at the meeting must ensure that minutes of the meeting are kept. Subject to the Game Management Authority Act 2014, the Authority may regulate its own proceedings.  

Each decision will be determined by formalvote.

5.11.6 Additional legal procedure for certain decisions

Certain decisions of the board may need to be:

  • ratified by legal instrument;
  • affixed with the agency's seal; and/or
  • approved by the Minister before taking effect (e.g. strategic and business plans).

As outlined in part 2 of the Game Management Authority Act 2014.

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5.11.7 Ensuring decisions are in the public interest

The board will make all of its decisions in the publicinterest. Decisions will be:

  • ethically sound and fair (including consistent with the Directors' Code of Conduct);
  • in the best interests of fulfilling the agency's functions; and
  • consistent with government policy; any directions, guidelines and/or statements of obligation or expectation issued by the Minister; and the agency's strategic and business plans.

5.11.8 Pecuniary interests of members

Board members have a responsibility to ensure that all conflicts of interests are managed in accordance with the Game Management Authority Act 2014[12].

(1)  A member who has a pecuniary interest in a matter being considered or about to be considered by the Authority must as soon as practical after the relevant facts have come to the member's knowledge declare the nature of that interest at a meeting of the Authority.

Penalty: 60 penalty units

(2)  Subsection (1) does not apply in the case of a member engaged in game hunting, game management or wildlife management if the interest is no greater than that of any other person so engaged.

(3)   The Chairperson of a meeting at which a declaration is made under this section must cause a record of the declaration to be made in the minutes of the meeting.

(4)  Unless the Authority otherwise resolves, a member who has made a declaration under Subsection (1) must not be present during any deliberation with respect to, or vote on, the matter in respect of which the declaration is made.

Penalty: 60 penalty units.

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5.12 Major risks

Consistent with section 81(1)(b) of the PAA, if the board determines that there is a major risk (existing or emerging) to the effective operation of the agency, it will notify the Minister and the Secretary of DEPI of the risk and of the management systems that are in place to manage the risk.

Related Procedures

5.13Confidentiality and the proper use of information

Any information that a board member receives in his/her role will only be used for proper purposes. It will not be used to gain advantage for the board member (or any other person) or to cause detriment to the organisation. All information will be kept confidential, even after the board member resigns or otherwise leaves the board.[13]

For further details, refer to the board's Freedom of Information / Privacy policy.

6. Consequences of breaching the policy

A breach of this policy may constitute a breach of:

  • Consequence and Breach policy

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7. Related Policies

  • Code of Conduct
  • Conflict of Interest
  • Dispute Resolution
  • Freedom of Information / Privacy
  • Delegations of Authority
  • Audit and Risk Subcommittee
  • Other policies as required

8. Review

The Board will review this policy on a biannual basis or more frequently, if required, to keep up-to-date with changes to laws, government policies, etc. Any proposed changes to this policy must be approved by the Board.

This Charter is to be reviewed by 01/07/2016.

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9. Version History

Version

Authorised by

Approval date

Effective date

Sections modified

1

GMA Board

1 July 2014

1 July 2014


Footnotes

[1] The public sector values are: integrity, impartiality, accountability, respect, responsiveness, human rights, and leadership.

[2] Issued by Victoria's Public Sector Standards Commissioner pursuant to section 63 of the PAA.

[3] The annual report must be prepared in accordance with the requirements in the Standing Directions issued under Part 8 of the FMA, including Standing Direction 4.2, which requires compliance with the Financial Reporting Directions issued by the Minister for Finance. The binding Financial Management Compliance Framework issued by the Department of Treasury and Finance on behalf of the minister provides details of how to comply with the Standing Directions

[4] Section 20 of the Game Management Authority Act 2014.

[5] Section 21 of the Game Management Authority Act 2014.

[6] Section 63 of the Game Management Authority Act 2014.

[7] Consistent with the requirements of section 80 of the PAA.

[8] Consistent with the Game Management Authority, Dispute Resolution Policy

[9] i.e. the board's annual tasks in relation to strategic planning, governance, risk management, performance monitoring and reporting, stewardship, etc.

[10] A board member is required to declare any conflict of interest that relates to an item on the agenda even if he or she has already declared it on his/her Declaration of Private Interests form

[11] These requirements are based on the Appointment and Remuneration Guidelines for Victorian Government Boards, Statutory Bodies and Advisory Committees.

[12] Section 14 of the Game Management Authority Act 2014

[13] These requirements are consistent with the Directors' Code of Conduct and with section 79 of the PAA.

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