Gridiron Victoria
Board Charter
1. Purpose of this Charter
1.1. The Board Charter sets out the role, composition and responsibilities of the Board of
Directors (“the Board”) of Gridiron Victoria
1.2. The conduct of the Board is also governed by the Constitution of Gridiron Victoria, a copy
of which is located at https://gridironvictoria.com.au/
A number of operational Board matters such as number of meetings per year, election and
appointment processes and member meetings are governed by the Constitution and are not
reproduced here.
2. Roles and Responsibilities
2.1. The Board’s key responsibilities are:
2.1.1. to act in the best interests of the Gridiron Victoria as a whole.
2.1.2. observe their duties as Directors in terms of the Corporations Act 2001, common
law, the Gridiron Victoria constitution and any other relevant legislation; and
2.1.3. provide strategic direction for Gridiron Victoria and effective oversight of
Management.
2.2. The key functions of the Board are to:
2.2.1. Provide effective leadership and collaborate with the executive management
team in:
▪ articulating the organisation’s values, vision, mission and strategies
▪ developing strategic plans and ordering strategic priorities
▪ maintaining open lines of communication and promulgating through the
organisation and with external stakeholders the values, vision, mission and
strategies
▪ developing and maintaining an organisation structure to support the
achievement of agreed strategic objectives
2.2.2. Ensuring a diverse and effective Board, in line with the Gridiron Victoria
constitution with appropriate policies and procedures for the Board and its
committees.
2.2.3. Appointing, supporting and providing advice and counsel to, evaluating and
rewarding the CEO against agreed performance indicators
2.2.4. Monitor the achievement of the strategic and business plans and annual budget
outcomes
2.2.5. Supporting, reviewing and monitoring the operational and financial performance
of Gridiron Victoria
2.2.6. Establish such committees, policies and procedures as will facilitate the more
effective discharge of the Board’s roles and responsibilities
2.2.7. Ensure, through the Board committees and others as appropriate, compliance
obligations and functions are effectively discharged
2.2.8. Ensure that all significant systems and procedures are in place for the
organisation to run effectively, efficiently, and meet all legal and contractual
requirements
2.2.9. Monitoring key financial and non-financial risk areas by ensuring the
implementation of an effective risk management and internal control
framework.
2.2.10. Ensure that organisation has appropriate corporate governance structures in
place including standards of ethical behaviour and promoting a culture of
corporate and social responsibility.
2.2.11. Managing Directors’ interests, conflicts of same and related-party transactions
2.2.12. Delegation of powers and authorities, while understanding the Board remains
responsible for all decision of Gridiron Victoria.
2.2.13. oversight of compliance with appropriate laws and regulations and major
litigation.
2.2.14. evaluating Board processes and performance of the Board as a whole, as well
as contributions by individual Directors, ensuring the Board’s effectiveness in
delivering good governance, including performance and conformance matters.
2.2.15. corporate governance matters, including frequency and agendas of Board and
Committee meetings, and the appointment of the Company Secretary.
2.3. The Board has delegated authority for the operations and administration of the
organisation to the Chief Executive Officer (CEO). The CEO is responsible for the overall
day-to-day management and the performance of the Organisation. The CEO manages
Gridiron Victoria in accordance with strategy, delegations, business plans and policies
approved by the Board to achieve agreed goals and objectives included therein.
2.4. The Board has no operational involvement in the conduct of organisation’s business
activities and delivery of services.
3. Membership and Independence
3.1. The Constitution provides for a maximum of 9 directors and a minimum of 5 directors.
The board requires a quorum of 5 Directors to transact business at meetings.
3.2. Directors are free from any interest and any business or other relationship which could,
or could reasonably be perceived to, materially interfere with the director’s ability to act in
the best interests of the organisation.
3.3. The Board shall regularly assess the independence of each Director considering the
interests disclosed by them.
3.4. Each Director must provide the Board with relevant information to assess their
independence.
3.5. In assessing independence, the following matters will be considered, and a Director will
be regarded as independent if that Director:
3.5.1. is a non-executive Director (i.e. is not a member of Management);
3.5.2. is not a director, officer or otherwise officially associated directly with a member
or affiliated organisation.
3.5.3. has within the last three years not been a principal of a material professional
adviser or a material consultant to Gridiron Victoria or an employee materially
associated with the service provided.
3.5.4. has not been a material supplier of Gridiron Victoria, or an officer of or
otherwise associated directly or indirectly with a material supplier.
3.5.5. has no material contractual relationship with Gridiron Victoria, other than as a
Director of the Organisation.
3.5.6. has been free from any business relationship which could, or could reasonably
be perceived to, interfere materially with the Director’s ability to act in the best
interests of the Organisation.
3.6. Membership of the Board shall be disclosed in the annual report.
4. Chair’s Responsibilities
4.1. The Chair of the Board has a major role as the head of the Board in providing leadership
to the Directors and other functions including:
4.1.1. leading and facilitating the Board.
4.1.2. setting the Board direction and focus.
4.1.3. conducting an effective decision-making process and ensuring that the Board is
focussed on achieving outcomes.
4.1.4. ensuring that no one has excessive influence.
4.1.5. maintaining a professional working relationship with the CEO.
4.1.6. acting as a spokesperson, where appropriate, in conjunction with the CEO.
4.1.7. promoting constructive and respectful relations between Directors.
4.1.8. ensuring the Board and individual Directors have a performance evaluation
process.
4.1.9. ensuring that the Board’s workload is dealt with effectively.
4.1.10. role-modelling ethical standards and behaviour based on the Gridiron Victoria
agreed values.
4.1.11. ensuring meetings are effectively conducted and minutes are circulated and
acknowledged in a timely manner.
5. Code of Conduct
5.1. Gridiron Victoria takes ethical and responsible decision-making very seriously. It expects
its staff, volunteers and Directors to do the same.
5.2. All Directors must be bound by and at all times comply with the Gridiron Victoria Director
Code of Conduct which outline the type of behaviour that Gridiron Victoria requires from
its Directors and sets out clear principles and guidelines for the ethical and professional
conduct of Directors in effectively carrying out their responsibilities.
5.3. The Board has an appropriate system for enforcing compliance with the code.
6. Review of Charter
6.1. The Board will review this charter annually to ensure it remains consistent with the
Board’s objectives and responsibilities.
7. Publication of the Charter
7.1. Key features of the charter are to be outlined in the organisation Annual Report.
7.2. A copy of the charter is available at https://gridironvictoria.com.au/