Board Charter
Board
Purpose of the Board Charter
Our Board Charter sets out the function, duties and responsibilities of the Board and the duties and responsibilities of our Management team.
Structure of our Board
Our Board is established under and governed by the provisions of the Export Finance and Insurance Corporation Act 1991 (Cth) (EFIC Act).
Function of our Board
Pursuant to section 33(1) of the EFIC Act, it is the function of the Board to manage our affairs.
In doing so, the Board must determine the policy that’s followed in the conduct of our affairs at Export Finance Australia. This includes 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 (Cth) (PGPA Act). Our Board should also have regard to the Statement of Expectations issued us by our Minister, the Minister for Trade and Tourism.
Board meeting agendas must be structured to ensure that each significant responsibility of the Board is addressed in a timely fashion.
Other aspects of the Board
Part 6 of the EFIC Act prescribes requirements in relation to membership of the Board and conduct of Board meetings.
Duties and responsibilities of our Board
Strategy
The Board will:
- together with Management, develop the strategic direction, objectives and goals of our organisation, including approving the Corporate Plan
- monitor Management’s performance against the approved Corporate Plan
- review and approve our major policies
- together with Management, formulate our Statement of Intent in response to our Minister’s Statement of Expectations.
Business operations
The Board will:
- select and appoint (and where appropriate remove) the Managing Director & CEO following consultation with the Minister
- define the powers of the Managing Director & CEO to conduct the operations of Export Finance Australia, including in respect of entry into transactions, consistent with the provisions of the EFIC Act
- approve decisions which are beyond the Managing Director & CEO’s powers and, where appropriate, refer matters to the Minister
- assess the performance and set the remuneration of the Managing Director & CEO consistent with the Government’s remuneration policy framework, and review and approve the Executive remuneration policy framework
- provide guidance to the Managing Director & CEO on matters concerning the appointment and evaluation of Executives of Export Finance Australia.
Risk management and governance
The Board will:
- review and approve our risk management framework, including the credit risk strategy and significant credit risk policies of the Corporation, and provide oversight for the management of our major risk concentrations
- oversee the audit, risk management, internal control and compliance systems in place to support our risk management framework and monitor their implementation, including through reports from our Board Audit Committee
- monitor the independence of individual Board Members through the review of and regular updates to the Board Members’ Disclosure of Interests register
- maintain good corporate governance practices for Export Finance Australia’s responsible and ethical compliance with relevant regulatory requirements and governance standards
- monitor and protect the interests and reputation of Export Finance Australia, our Minister and the Australian Government.
Financial management and reporting
The Board will:
- maintain, according to sound commercial principles, the capital and reserves of our organisation at an adequate level
- maintain the financial and other reporting procedures to provide for appropriate, accurate, timely and relevant information reporting to our Board
- monitor the operational and financial position and our performance
- approve the Export Finance Australia Annual Report and significant reports to the Government
- determine Export Finance Australia’s dividend recommendation to be made to the Minister for each financial year.
Work Health and Safety
Our Board exercises due diligence to ensure we comply with our 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 our operations
- ensure that our organisation has and uses appropriate resources and processes to enable hazards to be identified and risks eliminated or minimised
- ensure that we have appropriate processes for receiving and considering information regarding incidents, hazards and risks and can respond in a timely way
- ensure that we have, and implement, processes for complying with our duties and obligation in respect of work, health and safety legislation, such as reporting notifiable incidents and consulting with workers.
People
Our 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, our Board will:
- monitor, and where appropriate, review our human resources policies
- oversee Management’s alignment of its human resources policies with our strategic direction, objectives and goals
- ensure there are human resources policies in place to support appropriately diverse and experienced Executive and management teams.
Other
The Board will:
- 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 and amend by approval of the Board.
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 Chair and a clearly defined Charter, approved by the Board, setting out its structure, functions, duties and responsibilities.
Duties and responsibilities of the Chair
The Chair will:
- 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 our organisation 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 Chair)
Individual Board members will:
- 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 our organisation, its business and regulatory environment
- comply with their obligations under relevant law, including the EFIC Act and the PGPA Act
- commit to the promotion of ethical, honest and responsible decision making and the observance of their fiduciary duties
- represent Export Finance Australia at external meetings or functions and advocate for and on behalf of Export Finance Australia where appropriate.
Access to Management
Individual Board members will have complete and open access to:
- the Managing Director & CEO
- the Board Secretary
- other Management after consultation with the Chair and Managing Director & CEO.
Management
Duties and responsibilities of our Managing Director & CEO
The Managing Director & CEO will:
- be ultimately responsible to the Board for the performance of our organisation and the Executive members
- serve as a member of the Board
- select, appoint and remove employees of Export Finance Australia, subject to guidance by the Board in respect of Executive appointments
- delegate responsibilities and authorities to appropriate employees of Export Finance Australia.
Duties and responsibilities of the Executive (including the Managing Director & CEO)
Executive members will:
- manage our organisation 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 our organisation, subject to the provisions of relevant law, including the EFIC Act and the PGPA Act
- ensure that our Board is provided with all information Management possesses that is material to our 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 our organisation
- comply with their obligations under relevant law, including the EFIC Act and the PGPA Act.
Duties and responsibilities of the Board Secretary
The Board Secretary will:
- distribute papers for, attend and take minutes of Board meetings
- distribute papers for, attend and take minutes of, Board Audit and Risk Committee meetings or delegate responsibility to an appropriate employee of Export Finance Australia with approval of the Chair of that committee
- be accountable to the Managing Director & CEO, and the Board through the Chair, for all corporate governance matters.
Click here to download our Board Charter.