The Australian Institute of Aboriginal and Torres Strait Islander Studies (AIATSIS) is a Commonwealth statutory authority which operates under the Australian Institute of Aboriginal and Torres Strait Islander Studies Act 1989, Public Governance, Performance and Accountability (PGPA) Act 2013, the PGPA Rule 2014 and the Public Service Act 1999.
1 AIATSIS Vision
1.1 A world in which Aboriginal and Torres Strait Islander knowledge and cultures are recognised, respected, celebrated and valued.1
2 AIATSIS Mission
2.1 The mission of AIATSIS is;
2.1.1 To tell the story of Aboriginal and Torres Strait Islander Australia;
2.1.2 Create opportunities for people to encounter, engage with and be transformed by that story;
2.1.3 Shape the national narrative, and
2.1.4 Support/facilitate Aboriginal and Torres Strait Islander cultural resurgence2.
3 Purpose
3.1 The purpose of this Charter is to outline the responsibilities, reporting and review arrangements of the Council.
4 Operating Principles
4.1 Council operates under the principles “Yindyamarra3’ of:
4.1.1 Mutual respect;
4.1.2 Probity;
4.1.3 Professionalism;
4.1.4 Collaboration; and
4.1.5 Proactive avoidance of material conflicts of interest.
4.2 Council is to set the strategic direction of AIATSIS and the CEO is tasked with delivering on those strategies.
4.3 Chief Executive Officer
4.3.1 To assist in the delivery of AIATSIS strategy the CEO may establish advisory committee as and when required;
4.3.2 Council members shall not participate in committees established to advise the CEO on management issues relating to the functions of AIATSIS.
4.3.3 Direct communication between Council Members relating to AIATSIS business and staff is to be managed through the Chief Executive Officer.
5 Responsibilities
5.1 It is the responsibility of Council to ensure the proper and efficient performance of the functions of the Institute and to determine the policy of the Institute with respect to any matter4.
5.2 The Council has a primary duty to act in the best interests of the wellbeing of the Institute, consistent with the values and interests of Aboriginal and Torres Strait Islander communities as a whole.
5.3 The Council is responsible to maintain the good governance of AIATSIS with a focus on two main requirements:
5.3.1 Performance: The Council will monitor the performance of AIATSIS to ensure the effective and efficient use of resources; and
5.3.2 Conformance: The Council will ensure the processes of AIATSIS meet the requirements of the AIATSIS Act 1989; the PGPA Act 20135; the Public Service Act 1999; the law; regulations; published standards and community expectations of probity; accountability; and openness.
5.4 The Chief Executive Officer manages the day to day administration of the Institute and acts in accordance with any policies determined and any directions given by the Council as per the Act6.
5.5 It is the Chief Executive Officer’s responsibility to coordinate the Council and Councillors’ communication and contact with the staff of the Institute.
5.6 Strategic Direction and Leadership
5.6.1 takes positive and ethical leadership to build on the past while shaping the Institute’s future;
5.6.2 the Council leads and sets direction in a way that remains connected to and is informed by the changing circumstances of Aboriginal and Torres Strait Islander communities and peoples;
5.6.3 sets the long term vision and strategic direction for the Institute through strategic planning. In doing this, the Council draws on the Institute’s rich history while taking leadership to set a vision and strategy which positions the Institute well into the future;
5.6.4 will promote and communicate the Institute’s vision, strategy, purpose and contribution to the national estate to the Institute’s key stakeholders; and
5.6.5 sets the medium term strategic priorities for the Institute through the development of four (4) year Corporate Plan as required by the PGPA Act 2013, driven by the Vision and Mission which: sets the Institute’s strategic priorities for the period of the plan; strengthens those services and activities unique to AIATSIS; and integrates and links the functions as much as possible.
5.7 Planning and Performance
5.7.1 monitors the Institute’s performance by approving and monitoring progress against the Corporate Plan;
5.7.2 approves and monitors annual Business Plans which integrate planning, budgeting and reporting on performance, and strengthens cross program and business improvement initiatives; and
5.7.3 ensures effective governance arrangements are in place including key elements such as Executive Management; Risk and Audit; Financial Management; Human Resource Management; Business Planning and Performance Monitoring.
5.8 Resource and Risk Management
5.8.1 set the Institute’s longer term financial strategy, including diverse income streams, to ensure that the Institute remains viable into the future;
5.8.2 approve the Institute’s annual budget as part of the business plan and monitor performance against the budget and the business plan;
5.8.3 satisfies themselves that the Institute’s resources are well managed, in alignment with approved budgets and policy procedures conform with all regulatory and governance obligations;
5.8.4 approve and lodge a report and declaration as to the Institute’s compliance with relevant legislation and its financial sustainability with the Minister and the Minister of Finance and Deregulation by the fifteenth of the fourth month, following the end of the financial year;
5.8.5 approve and lodge an annual report on the Institute’s operations with the Minister in accordance with the requirements of the PGPA Act 2013; and
5.8.6 satisfies themselves that the Institute is managing risks effectively, including by reviewing Audit and Assurance Committee recommendations.
5.9 Conduct of Council Members
5.9.1 conduct of Council Member in the course of their official duties are subject to the AIATSIS Act 1989 and Division 3, Sub section A of the PGPA Act 2013 relating to the conduct of officials;
5.9.2 All Council members hold office on a part-time basis; and
5.9.3 Council members are not employees of AIATSIS and are responsible for determining strategic direction.
5.9.4 The conduct of AIATSIS business in relation to that direction is the responsibility of the CEO and staff of the Institute.
5.10 Council Chair Responsibilities
The responsibilities of the Council Chair are principally to:
5.10.1 contribute to formulating strategic direction and leadership for AIATSIS;
5.10.2 liaise with the Chief Executive Officer to ensure that Council members are appropriately briefed and have access to information on all aspects of the Institute’s operations;
5.10.3 set the agenda for Council meetings, in consultation with the Chief Executive Officer;
5.10.4 be the main point of contact between the Council and the Chief Executive Officer, ensuring that Council’s views are communicated clearly and accurately;
5.10.5 act as primary counsellor to the Chief Executive Officer;
5.10.6 lead the review of Council’s performance;
5.10.7 review the Chief Executive Officer’s performance, in consultation with Council, ensuring that the delegated authority of the Chief Executive Officer and expected key performance criteria for the Chief Executive Officer are clear;
5.10.8 chair the Council meetings including:
i. making sure the Council is well informed and effective;
ii. that the members individually and as a group, have the opportunity to air different views; and
iii. explore ideas and generate the collective views and wisdom necessary for the proper operation of the Council and AIATSIS.
5.10.9 set a standard for Council members in terms of attendance at meetings and prior familiarity with Council Papers distributed and issues to be raised; and
5.10.10 ensure that the meetings are conducted competently, ethically and transparently.
6 Council Operations, Administration and Support
6.1 Meetings
6.1.1 In ordinary circumstances, the Council will meet face to face once a quarter;
6.1.2 The Chair may convene special meetings including by teleconference/video conference and workshops as required;
6.1.3 The Council will be provided with meeting papers at least seven (7) business days prior to each meeting so that members can adequately prepare for Council meetings;
6.1.4 The Chief Executive Officer is responsible for ensuring that appropriate secretariat support is provided to the Council and that minutes are recorded appropriately;
6.1.5 At a meeting of the Council, a quorum is constituted by five (5) Councillors7.
6.1.6 The Council will agree an annual meeting plan which will include forward planning key agenda items that relate to this Charter, for example planning and review meetings;
6.1.7 The Chief Executive Officer will attend and participate in every Council meeting and standing committee;
6.1.8 It is expected that the Deputy Chief Executive Officer will attend every Council meeting;
6.1.9 Any visitors or delegations meeting with Council will only attend Council meetings with the express approval of the Council Chairperson prior to the meeting; and
6.1.10 AIATSIS Executive members are invited to brief Council on important matters and report on performance against their Business Plans at every Council meeting.
6.2 Decision Making
6.2.1 The Council makes decisions by informed consensus. This involves careful consideration of relevant issues on the basis of advice and the full and frank discussion of the range of perspectives and views that may exist between the Council members.
6.2.2 Consistent with good practice in Commonwealth entities ad hoc or reactive decision making is to be avoided
6.2.3 The CEO is responsible for preparation of advice for Council consideration.
6.2.4 Where informed consensus is not possible the Council will consider the merits of the specific issue requiring a decision and then put the matter to a formal vote. Formal meeting business rules will apply and such motions will be proposed and seconded.
6.2.5 When decisions are determined by voting the Minutes will reflect the, for and against arguments supporting the positions and individual Council members may request that dissenting views be recorded in the Minutes.
6.2.6 Official decision can only made through formal resolutions of properly convened meetings. This included in person or via electronic means.
6.2.7 Council are not responsible for the hands on management of AIATSIS or its staff.
6.2.8 Council function as a collective and no member of Council has authority outside of the collective decision making except in the case of the Chair or Deputy Chair where specific functions are outlined in the AIATSIS Act 1964.
6.2.9 Council decisions are taken to be collective decisions. Consistent with the principles of Cabinet Solidarity once decision are take all members of Council are required to support those decisions.
6.2.10 Contentious Issues
6.2.10.1 Where ongoing contentious issues exist which impact on the quality of relationships between Council members, every effort will be made by all parties involved to resolve the issues;
6.2.11 Where resolution is not possible the Chair will intervene, and facilitate dispute resolution processes between the members concerned. The Chair will seek a resolution between the parties which will minimise ongoing disruption to Council and be acceptable to all parties; and
6.2.12 Where the Chair is unable to facilitate such resolution a formal mediation with an appropriately skilled and qualified mediator will be offered as a last resort.
6.3 Minutes
6.3.1 The Council Meeting deliberations are audio recorded as an aide memoire for the preparation of minutes. Once the minutes are approved the recordings are destroyed;
6.3.2 Minutes of Council meeting will be a note for the record and a statement of action if any rather than verbatim/semi-verbatim record of meeting;
6.3.3 Council papers and minutes are confidential to the Council and will be stored in a secure place by Council members prior to meetings. Electronic copies will not be forwarded or shared without permission from the Chair and will be deleted from all devices and storage at the completion of any Council member’s term of service.
6.4 Standing Committees
6.4.1 The Council may convene short-term and/or on-going standing committees as required;
6.4.2 Council Standing Committees shall be chaired by a Council member;
6.4.3 Standing Committees may include external/independent members;
6.4.4 Standing Committees will be supported by Council Secretariat;
6.4.5 Records of Council Standing Committees shall be kept as an official record for advising Council; and
6.4.6 All Minutes and papers related to Council standing committees are confidential and should be returned to AIATSIS staff to discard following standing committees meetings.
6.5 Communication
6.5.1 The Chief Executive Officer is responsible for disseminating Council’s decisions to key stakeholders as appropriate.
7 Complaints
7.1 The Council will establish an Independent Committee to investigate complaints related to the behaviour of Council members and/or the Chair. All complaints must be made in writing and directed in the first instance to the Chair. Where the Chair is the subject of a complaint, the complaint must be made in writing and directed in the first instance to the Deputy Chair.
7.2 The Committee will comprise the Chief Executive Officer, three Council Members and one suitably qualified independent member. None of the Committee members will have a direct interest in, or be the subject in any way of a complaint being considered by the Committee.
7.3 The Committee will make recommendations to the Council in relation to each complaint it considers.
7.4 Individual Council members will not be required to respond to complaints by the Institute’s Members or other interested parties in relation to operational decisions that the Council makes. Any complaints directed to Council members will be directed to the Committee.
8 Review of Performance
8.1 The Council will conduct, at least every two years, a comprehensive review of its performance as a Council.
8.2 The method of conducting each review and the extent of that review is for Council to determine from time to time, with every second review being conducted externally.
8.3 The review of the Chair’s performance is conducted in accordance with the terms set out in the formal letter of appointment signed by the Minister.
9 Review of Charter
9.1 The Council will regularly review this Charter to ensure it remains consistent with the Council’s objectives and responsibilities, and relevant standards of corporate governance.
The AIATSIS Council Charter was ratified by the AIATSIS Council on 14 March 2018.
References
1 Australian Institute of Aboriginal and Torres Strait Islander Studies Act 1989, Part 3 (5)
2 Ratified by AIATSIS Council, 14 March 2018
3 Wiradjuri – “Yindyamarra” – meaning honour and respect. More broadly it implies - thoughtfulness, graciousness, kindness
4 Australian Institute of Aboriginal and Torres Strait Islander Studies Act 1989. Part 5 (13)
5 Public Governance, Performance and Accountability Act 2013, Part 2
6 Australian Institute of Aboriginal and Torres Strait Islander Studies Act 1989. Part 6 (24)
7 Australian Institute of Aboriginal and Torres Strait Islander Studies Act 1989. Part 5 Section 23 (4)