Blue Mountains Artists Connection: Project

BMAC CORPORATE GOVERNANCE STATEMENT

BLUE MOUNTAINS ARTISTS CONNECTION (BMAC) CORPORATE GOVERNANCE STATEMENT Objectives, Vision and Strategy

Blue Mountains Artists Connection is the trading name of Blue Mountains Artists Company, which has ABN 72 120 813 112.

The primary BMAC objective is to maintain and grow an economically sustainable artistic community in the mountains.

BMAC values are to connect, nurture and grow.

BMAC has adopted a strategy to establish a permanent exhibition space and exhibit up to six major events each year including the current flagship SpectaculART. The exhibition space does not need to be constrained by bricks and mortar and the significant costs which this involves. The Board is open to explore an online virtual gallery in which to exhibit artists work and attract sponsorship.

All of BMACs activities are designed to sell art, grow our membership, and provide opportunities for education and networking thereby overcoming the isolation experienced by many local artists.

BMAC considers its uniqueness to be a function of its heritage location, peak arts body role, multi genre art representation, and membership-driven organisation.

The Register of Cultural Organisations (ROCO)

As an acknowledgement of its important cultural objectives and vision, BMAC has been successfully listed as one of the organisations on ROCO, administered by the federal government. As a consequence BMAC has Australian Tax Office endorsement as a Deductible Gift Recipient (DGR). This status enables BMAC to seek and receive donations from the General Public into its Public Fund and to provide donors with a tax deductible receipt for donations of $2 or more.

There are obligations connected with this endorsement including the maintenance of a separate bank account and separate records, the regular reporting of donations, the appointment of 3 responsible persons to oversee the administration of the Public Fund and the proper use of the funds.

Composition of the Board

The Boards composition is not dictated by its constitution which allows for no less than 3 and not more than 8 directors however a desirable composition would be see a board of directors based on skills, competence and influence rather than one routinely representative. Current composition is a follows:

Robert Firth, Chairman & Non-Executive Director
Leslie Hunter-Webb, CEO & Executive Director
Vic Hunter, Treasurer & Executive Director
Garry Crockett, Non-Executive Director
Sophie Seeger, Executive Director
Bernd Jansons, Executive Director
Peta Williams, Non-Executive Director

Election to the Board

The standard term of a board appointment is 3 years with a maximum renewal period of up to 3 years. Nominations to fill vacancies on the Board come through the CEO and are considered by the Chair plus one other director before being pursued further. Should a person be thought by those three individuals as appropriate for further consideration, the Chair will seek the boards endorsement which would remain subject to a satisfactory personal meeting between the Chair and the potential candidate, before appointment could occur. All casual vacancies filled between AGMs are to be put before the membership for confirmation at the next AGM.

Role of the Board

The Boards major roles and responsibilities include:

Review and approve BMACs strategic direction with management, and support & monitor managements implementation of that strategy

Monitor financial outcomes and the integrity of reporting, and in particular approve annual budgets and longer term strategic and business plans

Set and delegate specific limits of authority

Approve BMACs audit, risk management and compliance systems and monitor the effectiveness of the systems

Establish and monitor procedures to protect BMACs ethical and corporate governance standards

Monitor compliance with regulatory requirements and ethical standards

Appoint, monitor and support the CEO

Review remuneration and allowances paid

Appoint (and, if appropriate, remove from office) of the Company Secretary

Regularly review succession planning and development

Liaise with the responsible persons overseeing the Public Fund

Provide effective and timely reporting to Members

Audit & Risk Management Committee

To assist in carrying out its responsibilities, the Board will establish in 2010 an Audit & Risk Management Committee (ARMC), comprising three Directors.

The Committee will meet as needed to consider any appropriate matters relating to the financial affairs of the company and to BMACs audit.

The duties of the Committee will be as follows:

Monitor any matters outstanding with auditors, Australian Taxation Office (ATO), Australian Securities & Investments Commission (ASIC), and monitor compliance with the Corporations Act 2001

Develop, monitor and review risk management plans

Review performance, independence and compensation of the auditor and recommend appointment and reappointment to the board as required

Liaise with the auditor & review and monitor the auditors independence

Review the annual audit plan and subsequent audit information with the auditor

Review accounting policies

Board Processes

The Board processes of BMAC are governed by its Constitution and by various BMAC corporate governance policies as adopted from time to time.

Quorum at Board meetings is three, and decisions are made by simple majority of the votes cast by directors present. The Chair does not have a casting vote and in the case of a tied vote, the motion is deemed to have been lost.

Minutes of a board meeting must be circulated to directors within one month of the meeting.

The directors must maintain at least one Company Secretary.

Resources available to the Board

Directors have unfettered access to company records and information reasonably necessary for the fulfilment of their responsibilities. Directors also have access to the Company Secretary and other relevant senior management to seek explanations and information. They receive regular detailed reports on financial and operational aspects of BMACs activities and may request elaboration or explanation of those reports at any time.

It is the Chairmans responsibility to ensure that all Board members are well briefed and have access to information on all aspects of BMACs operations. Directors are encouraged to broaden their knowledge of BMACs activities and to keep abreast of developments in the sector more generally by attendance at events and other relevant activities.

Directors fees

As a not-for-profit company limited by guarantee, directors fees are prohibited by the constitution.

All other payments must be approved by the directors including:

Out-of-pocket expenses incurred performing the duties of a director of BMAC, and

A service rendered to BMAC by a director in a board-approved professional or technical capacity, other than as a director

Director indemnities

BMAC plans to enter into deeds of indemnity with and insurance of each of its directors.

Company policies

BMACs corporate governance policies are designed to meet the requirements of the Corporations Act 2001 (Cth) (the Act) and the ROCO requirements of DGR-endorsed organisations.

Member communications

BMAC is committed to the delivery of timely and relevant information to its members and to the broader community (as needed). Members will be provided with access to yearly reports on-line with the option of receiving hard copies of these if required. The website also provides a broad range of information about BMAC and is updated regularly.

The Board of Directors encourages full participation by Members at its AGM to ensure accountability and transparency. BMACs auditor will be invited to attend the AGM.

Code of conduct

BMACs code of conduct is a set of guidelines with which it is required that BMAC Directors and staff abide at all times.

It is expected that a BMAC corporate code of conduct will be adopted during the 2009 financial year. Components of the Code of Conduct are:

1.Personal integrity whilst a director
2.Confidential information
3.Information ownership
4.Conflict of interest
5.Acceptance of gifts or benefits

1.Personal Integrity whilst a Board Director

In the performance of their duties, board members of BMAC are expected to adopt the highest standards of personal and professional behaviour. Such standard of personal and professional behaviour can be achieved by:

Acting honestly and lawfully

Acting with fairness, equity and courtesy in dealings with other directors, with staff, with members and with outside individuals and organisations

Exercising competence and due care in their deliberations

Following organisational policies and procedures

Acknowledging that the role of a board member lies in governance

Being accountable and taking responsibility for ones own decisions

Making decisions without bias using the best factual information available

Avoiding corrupt or unethical conduct and reporting any such conduct to the Chair or CEO

Refraining from action for personal gain or gain by a third party

Disclosing a conflict or potential conflict of interest

Unless the CEO or Chair, not speaking publicly on behalf of BMAC except as authorised

Avoiding participation in any activity that might be harmful to the good operation, health, or reputation of the organisation

Excluding behaviour that may be interpreted as bullying or harassment of any kind.

2.Confidential Information

Board members have access to a significant amount of confidential and sensitive business information about BMAC, its staff, operations and directions. All directors have a duty to maintain the confidentiality, integrity and security of official information for which they are responsible or come to learn.

During any period of directorship and at any time thereafter, individuals are not to disclose to any unauthorised person sensitive or confidential information relating to BMAC or its dealings except when required to do so by law.

Confidential, personal or sensitive information would include:

Corporate/Business plans and strategies, etc

Contract details

Donor information (unless released by donor approval)

Personal information about a current or former board or staff member

Information Ownership

Information ownership covers a wide range of areas, including:

Computer software, developed databases, and hardware

Documented internal procedures and policies

BMAC-based lists, such as donor/sponsor listings

Strategic planning documents

Operational guidelines

Training manuals

Logos

Targeted strategies

Financial data and analyses

Textual documents, spreadsheets, and their templates

Contact lists

All such items obtained during a directorship of BMAC are the property of BMAC and all rights of ownership and copyright remain with BMAC.

4.Conflict of Interest

BMAC board members are expected not to use position in the organisation, or information gained as a result of position, for their own personal gain. There is a responsibility to disclose any conflict of interest that arises, or is likely to arise, and to remove ones self from any related decision-making process.

A financial conflict of interest can arise where a board member has a financial interest in an enterprise and is in a position to influence contracts for business between that enterprise and BMAC.

A personal conflict can arise if dealing with personal friends, family members, or associated individuals when objective assessment of performance or value is necessary.

A professional conflict can arise if a business is willing to advantage a deal with another enterprise with which a board member has professional dealings and that deal depends upon the business relationship continuing with BMAC.

5.The Acceptance of Gifts or Benefits

It is unethical and unacceptable for a board member to solicit gifts or benefits for themselves as individuals. Additionally, board members are not to accept gifts or benefits offered to them which might compromise them or influence their official capacity, or which might be seen by others as an inducement, which could place a board member under an obligation.

Gifts of nominal value used for promotional purposes or moderate acts of hospitality may be accepted.

Adopted by the Board on 9 May 2009