The board is responsible and accountable to the MGSM Alumni community for representing MGSM Alumni’s best interests. The central role of the Board is to understand Macquarie University’s strategic direction for post graduate business education and ensure the quality and calibre of the program endures with high value brand and reputation attached to the qualifications.

The Alumni are a key stakeholder group in terms of supporting accreditation and ranking submissions for the university, a source of future students through advocacy and referrals and industry engagement that will serve to enhance the quality of the education.

Therefore the Board will play a key role to engage Alumni for purposes of the post graduate program development and to that end the Alumni would expect to have input into the evolution of the program with the university.

3. BOARD ACCOUNTABILITIES AND RESPONSIBILITIES

In addition to any matters required by law to be approved by the Board, the matters set out below are Board reserved powers and key responsibilities:

3.1 Board Accountabilities

3.1.1 On behalf of MGSM alumni, monitor and advise on all matters which are within the accountabilities of the Board and responsibilities which irrespective of any right in action pursued by other alumni, relate to:

3.1.2 Level of engagement between Macquarie University and MGSM Alumni delegated as agreed with Macquarie University.

3.1.3 Any decisions or their lack of by Macquarie University which impact the perceived value of MGSM alumni course investment

3.1.4 Material variations to the MGSM School or its corporate strategy and plan.

3.1.5 Commercial or structural change in the delivery of MGSM alumni services.

3.1.6 Related decisions sought from Macquarie University that require alumni approval.

3.1.7 Representation of alumni regardless of reputation, geography and MGSM tenure.

3.1.8 Matters requiring approval by the Board or one of its Committees under the terms of their respective charters.

3.1.9 Transactions imposing personal obligations on Directors.

3.1.10 Any other matters which the Chairman considers ought to be approved by the Board or which the Board asks to be brought to it for approval.

3.2 Strategy and Corporate Plan

3.2.1 Approving MGSM Alumni Advisory Board’s engagement strategy and corporate plan.

3.2.2 Monitoring the implementation of Macquarie University and MGSM’s strategy and performance against its corporate plan.

3.3 Board Directors

3.3.1 Appointing and, should it be necessary, termination of the Chairman.

3.3.2 Approving the appointment, and should it be necessary, the cessation of any member of Alumni Advisory Board and the Board Secretary.

3.4 Remuneration and Performance

3.4.1 Approving MGSM Alumni Advisory Board’s overall contribution framework, if required or to any paid service entities.

3.4.2 Approving the key accountabilities and performance measures and assessing the performance of the Chairman, Advisory Board members and the Board Secretary.

3.4.3 Approving performance reviews processes, reviewing succession planning for roles and talent development needs.

3.5 Financial and Risk Management

3.5.1 Overseeing MGSM Alumni Advisory Board’s financial position, including the nature and term of its debt facilities and its ability to meet its debts as and when they fall due.

3.5.2 Approving the annual financial statements, the half year financial statements, the Directors’ report and significant related disclosures

3.5.3 Approving decisions concerning the capital of MGSMAAB, including capital restructures, capital returns and share buy backs, dividend policy and the payment of dividends.

3.5.4 Approving MGSM Alumni Advisory Board’s risk management policy.

3.6 Governance and Compliance

3.6.1 Monitoring and influencing MGSM Alumni Advisory Board’s culture, reputation, ethical standards and legal compliance, and overseeing the Board’s governance framework and the key supporting policies governing the operations of the Board (including a proposed Code of Conduct).

3.6.2 Approving MGSM Alumni Advisory Board’s corporate governance statement.

3.6.3 Overseeing, and monitoring the effectiveness of the Board’s sustainability strategy and policies, including the way in which the Board gives appropriate consideration to the interests of alumni.

3.6.4 Overseeing the Chairman’s delegation of authority to management.

3.6.5 Overseeing alumni reporting and communications and the Board’s process for complying with its continuous disclosure obligations.

3.7 Diversity

3.7.1 Approving MGSM Alumni Advisory Board policies in relation to diversity across all roles and subsequent amendments to those policies.

3.7.2 Setting and assessing measurable objectives in relation to diversity and progress in achieving them.

4 BOARD COMPOSITION, INDEPENDENCE AND CONDUCT

4.1 Composition

4.1.1The Board determines the size and composition of the Board, subject to any applicable legislation.

4.1.2 The Board formally assesses the appropriate mix of skills, experience, expertise and diversity required on the Board and the extent to which the required skills are represented on the Board (through, among other things, use of a Board skills matrix, which sets out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership).

4.2 Independence

4.2.1 All Directors, whether independent or not, are required to act in the best interests of the MGSM Alumni Advisory Board and to exercise unfettered and independent judgement.

4.2.2 The Board assesses, at least annually, the independence of each Director and includes this information in the annual report.

4.2.3 MGSM Alumni Advisory Board defines an independent Director as a non-executive Director who is free of any business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere with the exercise of his or her unfettered and independent judgement and ability to act in the best interests of MGSM Alumni.4.2.4When assessing the independent status of a Director, the Board will consider the relationships potentially affecting the independent status of a director with reference to the governance principles and recommendations provided by the Australian Institute of Company Directors (AICD).

4.2.5 The Board may determine that a Director is independent notwithstanding the existence of a relationship of the kind referred to above. However, the Board will state the reasons for making its determination in such a case.

4.2.6 If at any time during the year a Director ceases or may have ceased to be independent he/she is required to advise the Chairman immediately. Where the Board determines a Director is no longer independent an announcement will be made publically through MGSM Alumni engagement processes.

4.3 Conduct

4.3.1 Each Director is bound by the Board’s Values and Code of Conduct. Each Director is also required to comply with the terms of their appointment and the terms and conditions of any arrangements or policies specifically applying to them.

5 ROLE OF THE CHAIRMAN

5.1 The Chairman is an independent Director and is appointed by the Board.

5.2 The Chairman’s principal responsibilities are to provide appropriate leadership to the Board and MGSM Alumni and to ensure the Board fulfils its obligations under this Charter.

5.3 The Chairman also has specific responsibilities to:

5.4 Chair Board meetings, non-executive Directors’ meetings and alumni meetings, and facilitate discussion within each meeting.

5.5 Represent the views of the Board and MGSM Alumni to shareholders and the public and to ensure the Board understands the views of the alumni and Macquarie University or Macquarie Graduate School of Management (MGSM).

5.6 Maintain a regular dialogue and relationship with the Dean for MGSM and Macquarie University leadership or management, serving as a primary link between the Board and Macquarie University and providing continuity between Board meetings.

5.7 Work with each Board member in relation to the Board’s requirements for information to contribute effectively to the Board decision making process and to monitor the effective implementation of Board decisions.

6 ROLE OF THE BOARD SECRETARY

6.1 The Board Secretary reports directly to the Board through the Chairman on matters relating to the proper functioning of the Board and all Directors have access to the Board Secretary.

6.2 The Board Secretary’s role includes:

6.2.1 Advising the Board and its Committees on governance matters.

6.2.2 Monitoring that Board and Committee policies and procedures are followed.

6.2.3 Coordinating all Board business including meetings, agendas, Board and Committee papers and minutes, and monitoring the completion of actions arising from Board meetings.

6.2.4 Providing a point of reference for dealings between the Board, Alumni and Macquarie University.

6.2.5 Retaining independent professional advisors at the request of the Board, Board Committee or as permitted under this Charter.

6.2.6 Helping to organise and facilitate the induction and professional development of Directors.

7 DELEGATION TO MANAGEMENT

7.1 Subject to formal delegations of authority, the Chair will delegate specific tasks to each Director who is best skilled to perform the task as set out by areas of focus in predetermined board roles.

7.2 Each Board member must report to the Board on the exercise of the delegated authority through the provision of reports, briefings and presentations to the Board on a regular basis throughout the year or as required.

8 COMMITTEES

8.1 The Board may from time to time establish appropriate committees to assist it by focussing on specific responsibilities in greater detail than is possible for the Board as a whole, reporting to the Board and making any necessary recommendations.

8.2 There are three standing committees:

8.2.1 Advisory Engagement Committee

8.2.2 Board Nomination Committee

8.2.3 IT and Communications Committee

8.3 Each formally constituted Committee has a written Charter, approved by the Board, and reviewed annually.

8.4 Formal minutes of each Committee meeting are prepared and circulated to the Directors. A verbal report is also provided to the next Board meeting.

8.5 The Board may also delegate specific functions to ad hoc committees on an “as needs” basis.

9 MEETINGS

9.1The Board will establish procedures for conducting Board meetings and meetings of Board Committees and Directors.

10 DECLARATION OF INTERESTS

10.1 Directors are required to take all reasonable steps to avoid actual, potential or perceived conflicts of interests.

11 ACCESS TO DIRECTORS

11.1 Directors have complete access to each other through the Chairman or Company Secretary at any time. In addition to regular presentations at Board meetings, Directors may seek briefings from Directors on specific matters.

12 ACCESS TO INDEPENDENT PROFESSIONAL ADVICE

12.1 The Board has the authority to conduct or direct any investigation required to fulfil its responsibilities and has the ability to retain, at the Board’s or independent director expense, such legal, accounting or other advisers, consultants or experts as it considers necessary from time to time in the performance of its duties.

12.2 All Committees of the Board are responsible for their own independent professional advice on this basis.

13 INDUCTION

13.1 All new Directors undertake an induction program which will be designed and provided by the Board Secretary and approved by the Board.

13.2 All Directors are given the opportunity to undertake professional development education activities to assist them in fulfilling their duties and responsibilities and keeping up to date with relevant issues.

14 REVIEW OF BOARD PERFORMANCE AND CHARTER

14.1 The Board undertakes an annual assessment of its performance including its performance against the requirements of its Charter, the performance of individual Committees and the performance of individual Directors.

14.2 Prior to each annual general meeting, the Board determines if the Board will recommend to the alumni that they vote in favour of the re-election of the Directors due to stand for re-election, having regard to those Directors’ annual performance reviews and any other matters it considers relevant.

14.3 The Board reviews and assesses the adequacy of the Board’s Charter annually and makes any appropriate changes.

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Role

Board Accountabilities

Board Comp

Role of Chair

Role of Board Sec

Delegation

Committees

Meetings

Declaration of interests

Access to Directors

Access to Indepent Prof

Induction

Review of Board Perf.

MGSM ALUMNI ASSOCIATION BOARD CHARTER (please click on links below )

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1. INTRODUCTION

1.1 This Charter has been developed and approved by the MGSM Alumni Advisory Board to outline the manner in which the Board discharges its responsibilities.

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1.2 The powers and duties of individual Directors are set out in the Constitution and at law. Directors are expected to observe the highest standards of ethical behaviour at all times.

2. ROLE OF THE BOARD