D RAGON BOATS NSW INC (INCORPORATED UNDER THE ASSOCIATIONS

2 AL INSTITUTO ARAGONES DEL AGUA (OFICINA DE GESTIÓN
2 EVALUACIÓN DE LA COOPERACIÓN ARAGONESA PARA EL DESARROLLO
2018-11-20_np_8_colegios_aragoneses_por_la_inclusion

2ND IBEROAMERICAN NMR MEETING TARRAGONA (SPAIN) 6TH JULY 2007
3 PROTOKOLL FÖRT VID ORDINARIE FÖRENINGSSTÄMMA FÖR SAMFÄLLIGHETSFÖRENINGEN DRAGONVRETEN
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D ragon Boats NSW Inc.

(Incorporated under the Associations Incorporation Act, 2009)

(Affiliated Number: Y2086230)

(ABN 31 936 733 882)

Director Position Description

Dragon Boats NSW (DBNSW) is a not-for-profit association incorporated in New South Wales. Clause 15 of the DBNSW Constitution gives the DBNSW board the responsibility for the governance of the organisation. The board consists of up to seven Directors, elected by the Members. These elected Directors may appointed up to two Directors to satisfy any skills sets the elected Directors believe are necessary for the good governance of the organisation.

Reporting

Directors report to the Chair and are accountable to their fellow Directors. The Board may allocate portfolios to Directors to recognise any special skills he/she brings to the Board; an example, is the designation Finance Director. The Board, from time to time, may identify skills sets it is endeavouring to add to the Board.

Key Relationships

The Chair of the Board;
Board Directors;
Australian Dragon Boat Federation;
DBNSW staff; and,
Member clubs.

Director Responsibilities & Functions

act in the interests of dragon boat racing and DBNSW as a whole;
observe their duties as Directors in terms of corporations law, common law, DBNSW Constitution and other relevant legislation;
provide strategic direction for DBNSW and effective oversight of Management;
enhance affiliates’ value (in the context of DBNSW’s Constitution) and ensuring that this is the prime focus of management, having regard to the interests of other stakeholders;
ensure a diverse and effective Board, in line with DBNSW Constitution with appropriate by-laws, policies and procedures for the sport;
appoint, support and provide advice and counsel to, evaluating and rewarding the Chief Executive Officer, as well as developing CEO succession plans;
develop, review, approve and monitor the implementation of the strategic plan, linked to the strategic objectives, including financial and non-financial performance measures and results and agreed external benchmarks, ensuring appropriate resources are available;
monitor key financial and non-financial risk areas by ensuring the implementation of an effective risk management and internal control framework;
consider and agree on committee and management recommendations on key issues including DBNSW organisational structuring and resourcing, capital management, significant contracts and capital expenditure;
make, add to, alter or rescind any DBNSW policies and By-laws as it thinks fit, including the setting of membership fees;
ensure the adequacy of systems in place to comply with all laws and regulations that apply to DBNSW or affiliates where appropriate;
ensure that appropriate ethical standards, codes of conduct and appropriate behaviour are adhered to at all times;
evaluate 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;
appoint such committees as deemed necessary to assist the Board in carrying out its duties; and, if relevant serve on board committees;
understand and follow the DBNSW Board Charter; and,
ensure each Director acts in the best interests of all stakeholders.

Confidentiality

Board independence and board confidentiality are the centre planks of good corporate governance. All Directors must be able to speak frankly and openly in Board meetings. Directors must recognise that their first obligation is to DBNSW and that all discussions at Board meetings are confidential.

NOTE - Directors are required to keep confidential, details of the directors’ and officers’ insurance policy, especially the amount insured.

Conflicts of Interest

Directors are required to act honestly and in the best interests of DBNSW. This includes all statutory duties including not to misuse position or information to gain an unfair advantage, to act honestly and to disclose conflicts of interest, etc.

Potential conflict of interests for Directors may include:

a contract with DBNSW (e.g. supply of services);
related-party loans, guarantees and other transactions;
profiting from an opportunity that rightfully belongs to DBNSW (e.g. competing with company for tenders); and,
activities for selected Affiliates only.

To manage conflict of interests in accordance with the requirements of the DBNSW Constitution, the Board requires the following guidelines to be adhered to by Directors:

Board Papers and Minutes of meetings, which deal with confidential and strategic issues and maybe subject to potential conflicts, will not be provided to the Director, who has this conflict; such decisions will be made by the President, the CEO and the conflicted Director;
Subject to the matters on the Board’s meeting agenda, that a Director declare potential conflicts at the start of Board meetings and always absent themselves from the relevant parts of a Board meeting and discussion, and abstaining from voting in respect of the matter.
No financial benefit can be given to a related party of a Director (including spouse, a de facto spouse, parents, children and certain related corporate entities) unless approved by the Board.

A Director seeking clarification in relation to these guidelines can consult with the Chairman or the CEO. If necessary a Director can also seek outside professional advice. Instances of Directors declaring interests will be registered in the minutes of the relevant meeting.

Remuneration

DBNSW does not remunerate its Directors but does pay travel, accommodation and out-of-pocket expenses as approved by the President and/or CEO. DBNSW does provide Directors and Officers Insurance for all Directors.

Declaration

Upon taking office, each Director is required to complete the following declaration

I,_______________________ (full name) acknowledge that I have read and understand the Director Position Description . I fully understand my responsibilities to Dragon Boats NSW.

Director: ________________________________ (signature)

Date: __________________

www.dbnsw.org.au page 3 of 3

ADVANCED C++ SYLLABUS INSTRUCTOR DAVID SCOTT – MAILTOPROF2DRAGONYAHOOCOM
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