The Board Charter

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Purpose of the Board Charter

This Board Charter sets out the function, duties and responsibilities of the Board and the duties and responsibilities of the Management of Export Finance and Insurance Corporation (Efic) .

Structure of the Board

The Board is established under and governed by the provisions of the Export Finance and Insurance Corporation Act 1991 ("Efic Act").

Function of the Board

Pursuant to section 33(1) of the Efic Act it is the function of the Board to manage the affairs of Efic.

In doing so, the Board must determine the policy to be followed in the conduct of the affairs of Efic. This will include compliance with Ministerial directions under the Efic Act and general policies of the Commonwealth Government notified under the Public Governance, Performance and Accountability Act 2013 (PGPA Act). The Board should also have regard to the Statement of Expectations issued to Efic by the Minister.

Board meeting agendas must be structured to ensure that each significant responsibility of the Board is addressed in a timely fashion.

Duties and responsibilities of the Board

Strategy

  • Together with the Management, develops the strategic direction, objectives and goals of Efic, including approving the Corporate Plan
  • Monitor Management’s performance against the approved Corporate Plan
  • Review and approve the major policies of Efic
  • Together with Management, formulate Efic’s Statement of Intent in response to the Minister’s Statement of Expectations.

Business operations

  • Select and appoint (and where appropriate remove) the Managing Director following consultation with the Minister.
  • Define the powers of the Managing Director to conduct the operations of Efic, including in respect of entry into transactions, consistent with the provisions of the Efic Act.
  • Approve decisions which are beyond the Managing Director’s powers and, where appropriate, refer matters to the Minister.
  • Assess the performance and set the remuneration of the Managing Director consistent with the Government’s remuneration policy framework, and review and approve the Executive remuneration policy framework.
  • Provide guidance to the Managing Director on matters concerning the appointment and evaluation of Executives of Efic.

Risk management and governance

  • Review and approve Efic’s risk management framework including the credit risk strategy and significant credit risk policies of the Corporation. Provide oversight for the management of Efic’s major risk concentrations.
  • Oversee the audit, risk management, internal control and compliance systems in place to support Efic’s risk management framework and monitor their implementation, including through reports from the Board Audit Committee.
  • Maintain corporate governance practices for Efic’s responsible and ethical compliance with relevant regulatory requirements and governance standards.

Financial management and reporting

  • Maintain, according to sound commercial principles, the capital and reserves of Efic at an adequate level.
  • Maintain the financial and other reporting procedures to provide appropriate, accurate, timely and relevant information to the Board.
  • Monitor the operational and financial position and performance of Efic.
  • Approve Efic’s Annual Report and significant reports to the Government.
  • Determine Efic’s dividend recommendation to be made to the Minister for each financial year.

Work Health and Safety

Exercising due diligence to ensure Efic complies with its work, health and safety obligations by taking reasonable steps to:

  • Acquire and keep up-to-date knowledge of work, health and safety matters.
  • Understand the hazards and risks associated with the nature of Efic’s operations.
  • Ensure that Efic has and uses appropriate resources and processes to enable hazards to be identified and risks eliminated or minimised.
  • Ensure that Efic has appropriate processes for receiving and considering information regarding incidents, hazards and risks, and can respond in a timely way.
  • Ensure that Efic has, and implements, processes for complying with its duties and obligation in respect of work, health and safety legislation, such as reporting notifiable incidents and consulting with workers.

People

The Board supports a working environment that is diverse, competitive, fair and designed to attract and retain staff of high quality, experience and integrity. In recognition of this, the Board will:

  • Monitor, and where appropriate, review Efic’s human resources policies.
  • Oversee Management’s alignment of its human resources policies with Efic’s strategic direction, objectives and goals.
  • Ensure that there are human resources policies in place to support an appropriately diverse and experienced Executive and senior management team.

Other

  • Arrange for a review of the Board’s performance to be conducted, at a minimum, every two years.
  • Perform its function with the appropriate levels of independence, expertise, prudence and focus.
  • Perform such other functions as are prescribed by law.
  • Review this Board Charter from time to time.

The legal and compliance environment

The Board has established the Board Audit Committee as a committee of the Board pursuant to section 47 of the Efic Act. The Board will establish other committees as it considers necessary for the purpose of overseeing critical functions. Each committee will have a Chairman and a clearly defined charter approved by the Board setting out its structure, functions, duties and responsibilities.

Duties and responsibilities of the Chairperson

  • Chair effective Board meetings and other relevant meetings and functions.
  • Provide leadership to the Board, maintaining ethical standards and assisting to resolve conflicts.
  • Facilitate a professional environment and open communication between the Board, its Committees and Management to support an effective decision making process.
  • Ensure that the strategic direction of Efic is a focus at Board discussions.
  • Ensure the stakeholders’ interests are accurately represented to the Board Members.

Duties and responsibilities of individual Board members (including Chairperson)

  • Prepare for, attend and participate at Board meetings and, where relevant, Board Audit Committee meetings.
  • Perform with the expertise, competence and integrity required by the Board.
  • Communicate openly within the Board and with Management.
  • Acquire and develop general knowledge of Efic, its business and regulatory environment.
  • Comply with their obligations under relevant law, including the Efic Act and the PGPA Act.
  • Represent Efic at external meetings or functions and advocate for and on behalf of Efic where appropriate.

Duties and responsibilities of the Managing Director

  • Be ultimately responsible to the Board for the performance of Efic and the Executive.
  • Serve as a member of the Board.
  • Select, appoint and remove employees of Efic, subject to guidance by the Board in respect of Executive appointments.
  • Delegate responsibilities and authorities to appropriate employees of Efic.
  • In the Managing Director’s absence designate an Acting Managing Director for approval by the Board.

Duties and responsibilities of the Executive (including the Managing Director)

  • Manage Efic in accordance with the directions and policies approved by the Board.
  • Manage all matters necessary, incidental or connected with the conduct of the business of Efic, subject to the provisions of the Efic Act and the PGPA Act.
  • Ensure that the Board is provided with all information Management possesses that is material to the Board’s decisions and responsibilities.
  • Work with the Board to provide comprehensive information to support new and existing non-Executive Board Members in obtaining and maintaining a broad and deep knowledge of Efic.
  • Comply with their obligations under relevant law, including the Efic Act and the PGPA Act.

Duties and responsibilities of the Board Secretary

  • Distributing papers for, and take minutes of Board meetings and Board Audit Committee meetings.
  • The Board Secretary is accountable to the Managing Director and through the Chairperson of the Board, for all corporate governance matters.

Access to Management

Individual Board Members shall have complete and open access to:

  • the Managing Director
  • the Board Secretary; and
  • other Management after consultation with the Chairperson and Managing Director.

 

Click here to download the Efic Board Charter.