Careers @ RSPCA Tas

RSPCA TASMANIA – DIRECTOR POSITION DESCRIPTION

1. CANDIDATE ATTRIBUTES 

Ideal candidates will have the following attributes:

1. Commitment to the mission of RSPCA Tasmania
2. Good working knowledge of corporate governance principles, processes and practice including interpreting accounts and reports.
3. A strategic focus – able to look beyond the current environment to identify new approaches that could deliver value in the future
4. Ability to analyse information, express views and debate robustly while maintaining a professional and collegiate manner
5. Demonstrated success in collaboration and building connections to harness the collective strengths and resources of an organisation
6. Networks that can be leveraged to bring people together to maximise opportunities for the organisation
7. Ability to commit time in preparing for and participating in Board meetings and supporting activities
8. Understanding and/or experience in risk management in a corporate or not-for-profit organisation
9. Tertiary qualifications and/or highly developed expertise in an area of specialty as required by the Board Skills evaluation matrix

Other desirable qualifications and experience are:

10. Completion of Australian Institute of Company Directors course (GAICD) or equivalent qualifications or experience
11. Experience as a Director of a not-for-profit organisation
12. Experience on the Board of a federated organisation
13. Completion of Governance Institute (or equivalent) Company Secretary course or experience as a company secretary.

2. THE POSITION 

Specific responsibilities include:

1. Undertaking the role of Company Secretary and the statutory responsibilities as outlined in the attached Annexure.
2. Active participation in the Governance, Risk and Nominations Committee.
3. Meeting a high standard of conduct as set out in the Constitution, Board policies and aligned with community expectations
4. Attending Board meetings and activities well prepared and participating actively
5. Building relationships with other Board members to strengthen cooperation and collaboration
6. Participating in Board and Director evaluations that are conducted at least every two years

3.REMUNERATION 

Service on RSPCA Tasmania’s Board of Directors is not remunerated. Reasonable out of pocket expenses are reimbursed and travel and accommodation required in relation Director or Company Secretary duties are arranged or reimbursed.

ANNEXURE

RSPCA TASMANIA Board of Directors

COMPANY SECRETARY

The Company Secretary has formal legal responsibilities under the Corporations Act 2001 Cth (the Act) and, as an officer of the company and is subject to the same duties and obligations to the company as a Director.

The Company Secretary is accountable for:

• advising the Board on good practice in corporate governance and monitor that board committee policy and procedure are followed;
• advising the Board in matters relating to risk management, corporate responsibility, and policy formulation;
• safeguarding the integrity of the company by promoting the compliance framework;
• helping to facilitate the induction and professional development of Directors;
• ensuring that the Board has the information it needs to make informed decisions by coordinating the timely completion and distribution of papers; and
• ensuring that the business of the Board is accurately captured in the minutes.

Statutory obligations include:

• maintaining the registered office;
• keeping accurate financial and other records;
• lodging returns with regulators (eg change of registered office/principal place of

business, details of Directors and officers, Annual Information Statement); and

• execution of contracts and other documents on behalf of the company in accordance with board resolutions.

Accordingly, the Company Secretary is accountable for the following:

• managing Board processes, such as Board and committee papers, agendas, minutes;
• ensuring the Board has the information needed to satisfy the business judgment rule

when making decisions;

• ensuring Members’ and Directors’ meetings are properly conducted;
• organising and running the Annual General Meeting;
• ensuring the annual report is distributed;
• ensuring registers (eg Directors’ and Members’) are maintained;
• ensuring records of meetings are kept in compliance with the Act and Constitution;
• ensuring company complies with statutory or regulatory requirements;
• development, implementation and review of compliance policies, processes

and procedures; and

• advising on Board governance including organising Board performance reviews and Board appointments.

The Company Secretary will be directly supported in this role by a part time secretariat staff member.  As currently contemplated, this staff member will report to the Company Secretary in relation to their secretariat duties and the CEO.The Company Secretary reports to the Chair of the Board in this capacity and sits on the Governance, Risk & Nominations Committee of the Board (GR&NC).

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