MGSM ALUMNI ASSOCIATION BOARD CHARTER
Structure and Governance This document defines the MGSM Alumni Association Board Charter and the associated structure and governance represented in the MGSM Alumni Association Board Constitution.
1.1 This Charter has been developed and approved by the MGSM Alumni Association to outline the manner in which the Board discharges its responsibilities.
1.2 The powers and duties of individual Board Members are set out in the Constitution and at law. Board Members are expected to observe the highest standards of ethical behaviour at all times.
2 ROLE OF THE BOARD
2.1 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:
126.96.36.199 Level of engagement between Macquarie University and MGSM Alumni
188.8.131.52 Decisions or their lack of by Macquarie University which impact the perceived value of MGSM alumni course investment
184.108.40.206 Material variations to the quality of post graduate programs offered by MGSM
220.127.116.11 Commercial or structural change in the delivery of MGSM alumni services.
18.104.22.168 Related decisions sought from Macquarie University that require alumni approval.
22.214.171.124 Representation of alumni regardless of reputation, geography and MGSM tenure.
126.96.36.199 Matters requiring approval by the Board or one of its Committees under the terms of their respective charters.
3.1.2 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 Association’s engagement strategy and annual business plan.
3.2.2 Monitoring the implementation of Macquarie University and MGSM’s strategy and performance against its corporate plan.
3.3 BOARD MEMBERS
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 Association Board and the Board Secretary.
3.4 REMUNERATION AND PERFORMANCE
3.4.1 Approving MGSM Alumni Association 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, Association 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 Association 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 Board Members’ report and significant related disclosures
3.5.3 Approving MGSM Alumni Association Board’s risk management policy.
3.6 GOVERNANCE AND COMPLIANCE
3.6.1 Monitoring and influencing MGSM Alumni Association 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 Association 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.
3.7.1 Approving MGSM Alumni Association 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
4.1.1 The 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).
4.1.4 All Board Members, whether independent or not, are required to act in the best interests of the MGSM Alumni Association Board and to exercise unfettered and independent judgement.
4.1.5 The Board assesses, at least annually, the independence of each Board Member and includes this information in the annual report.
4.1.6 MGSM Alumni Association Board defines an independent Board Member as a non-executive Board Member 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.
4.1.7 When assessing the independent status of a Board Member, the Board will consider the relationships potentially affecting the independent status of a Board Member with reference to the governance principles and recommendations provided by the Australian Institute of Company Board Members (AICD).
4.1.8 The Board may determine that a Board Member 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.
4.1.9 If at any time during the year a Board Member ceases or may have ceased to be independent he/she is required to advise the Chairman immediately. Where the Board determines a Board Member is no longer independent an announcement will be made publically through MGSM Alumni engagement processes.
4.2.1 Each Board Member is bound by the Board’s Values and Code of Conduct. Each Board Member 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 Board Member 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:
5.3.1 Chair Board meetings, non-executive Board Members’ meetings and alumni meetings, and facilitate discussion within each meeting.
5.3.2 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).
5.3.3 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.
5.3.4 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 Board Members 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 Board Members.
7 DELEGATION TO MANAGEMENT
7.1 Subject to formal delegations of authority, the Chair will delegate specific tasks to each Board Member 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.
8.1 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 will be three standing committees:
8.2.1 Governance and Audit Committee
8.2.2 Nomination Committee
8.2.3 Communications and Engagement 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 Board Members. 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.
9.1 The Board will establish procedures for conducting Board meetings and meetings of Board Committees and Board Members.
10 DECLARATION OF INTERESTS
10.1 Board Members are required to take all reasonable steps to avoid actual, potential or perceived conflicts of interests.
©MGSM Alumni Association 2019