Foundation Broken Hill Ltd (the Foundation) is committed to corporate governance for non-profit organisations.
Although not a listed company, the Foundation has adopted and applied where relevant the Governance principles laid down by the ASX in developing and improving our corporate governance policies and practices.
Foundation Broken Hill Ltd is a public company limited by guarantee under the Corporations Act, 2001 and operates in accordance with legislative requirements and its Constitution.
3. Board of Directors
Foundation Broken Hill Ltd is governed by a Board of Directors comprising a Chairman, Public Secretary and up to eight other Directors, all of whom are elected annually at the Annual General Meeting.
Not less than five of the Directors, at any time, must be resident in Broken Hill. This is to ensure that the objects of the Constitution and the interests of the Broken Hill and Far West Community remain paramount.
The Board meets four times each year in Broken Hill over two days. This allows for a strategic planning workshop, a more formal Board meeting and the opportunity to meet with project proponents and other members of the community. In addition the Board meets by teleconference not less than four times each year, but usually monthly or more often when required.
In accordance with principles of best practice and governance the Board allows sufficient time for the Foundation’s business to be properly considered including issues of policy, strategy, fundraising, funding applications and financial management.
The Board is responsible for the overall governance of the Foundation and for its performance – and the Board acknowledges its accountability to its stakeholders and all statutory and regulatory authorities.
The Board sets the values, goals and strategic direction of the Foundation, including the development and approval of strategic and financial plans, monitoring progress and oversight of all operations of the Foundation.
The Board has appropriate policies in place to declare and manage any conflict of interest.
The Board has established appropriate committees to assist it in the governance and effective operation of the Foundation.
a) Governance and Risk Committee
This committee assists the Board in the effective discharge of its responsibilities in relation to governance and risk.
b) Finance Committee
This committee is responsible for the oversight of the financial management and reporting of the Foundation. This includes reviewing the annual financial statement, reports from the auditor, supervising staff remuneration and advising the Board on appropriate investment strategies of the Capital Fund.
c) Nominations Committee
This committee is responsible for determining the composition and make-up of the Board; succession planning; identification of required skills and selection of directors; development of induction procedures for new Directors, and to ensure that, on an ongoing basis, the Board has Directors with appropriate skills and commitment to contribute to the ongoing success and development of the Foundation.