The role of the Board is to guide the strategic direction of the Commission, influence the development of Commission policies and make decisions in regards to the overall management of the Commission’s activities.

The Board comprises the Chairperson, the Deputy Chairperson, the Secretary of the Department, and not fewer than five or more than 10 other members.

All members of the Board are appointed by the Minister, other than the Secretary of the Department who is an ex-officio appointment.

The Chief Executive Officer and other members of the Commission Executive are not members of the Board.

The Board is responsible to the Australian Government for the governance, overall strategy and performance of the Commission, including to:

1. ensure that the Commission performs its functions and exercises its powers in compliance with the ASC Act, the PGPA Act and other relevant legislation;
2. ensure that the Commission complies with any applicable government policy orders;
3. prepare the Commission’s corporate plan and submit the plan to the Minister for approval;
4. prepare the Commission’s annual operational plan giving effect to the corporate plan and submit the plan to the Minister for approval (the Minister has authorised use of the corporate plan to satisfy the annual operational plan requirement);
5. ensure that the Commission, to the extent practicable, performs its functions and exercises its powers in a manner consistent with and designed to give effect to its corporate plan and annual operational plan;
6. measure and assess the performance of the Commission in achieving its purposes, prepare annual performance statements to be included in the annual report and ensure records are kept that explain the Commission’s performance;
7. establish and maintain appropriate systems for risk oversight and management, including an annual review of the Commission’s risk register, and internal control for the Commission;
8. take all reasonable measures to prevent, detect and deal with fraud and ensure that the Commission has an audit committee;
9. oversee the Commission’s finances, including preparing annual budget estimates, ensuring proper accounts and records are kept of transactions and financial position, prepare annual financial statements to be submitted to the Auditor-General and recording in writing as soon as practicable any approval of a commitment of relevant money for which the Board is responsible;
10. prepare the Commission’s annual report, including annual financial statements, annual performance statements and Auditor-General’s report, and submit these to the Commission’s responsible Minister for presentation to the Parliament;
11. keep the Commission’s responsible Minister informed of the Commission’s activities, significant decisions and significant issues that have affected or may affect the Commission;
12. oversee the performance of the Chief Executive Officers of Sport Australia and the Australian Institute of Sport;
13. govern the Commission in a way that:
    1. promotes the proper (efficient, economical and ethical) use and management of public resources (including money) for which the Commission is responsible;
    2. promotes the achievement of the purposes of the Commission; and
    3. promotes the financial sustainability of the Commission;
    and in making decisions for the above purposes, take into account the effect of those decisions on public resources generally;
14. encourage officials of the Commission to cooperate with others to achieve common objectives, where practicable;
15. when imposing requirements on others in relation to the use or management of public resources for which the Commission is responsible, take into account both the risks associated with that use or management and the effects of imposing those requirements on others;
16. oversee and guide the culture, reputation and standards of conduct of the Commission by overseeing the implementation of strategies and policies that guide and promote high ethical standards and desirable behaviours, and
17. oversee and periodically review key policies and frameworks relating to the functioning of the Commission, such as financial delegations, fraud, risk management, remuneration and employment frameworks and work health and safety.

Each Board member must:

1. comply with all legal obligations applicable to their conduct as a Board member, including their statutory duties to:
   1. act with the degree of care and diligence that a reasonable person would exercise if the person were a Board member of a Commonwealth entity in the Commission’s circumstances;
   2. act honestly, in good faith and for a proper purpose;
   3. not improperly use their position as a Board member;
   4. not improperly use information obtained through their position as a Board member; and
   5. disclose any material personal interest that relates to the affairs of the Commission to each other Board member as soon as practicable after becoming aware of the interest, including details of the nature and extent of the interest and how it relates to the Commission, and not be present if the matter is considered at a Board meeting and not vote on the matter, unless formally authorised;
2. without limitation to their statutory obligations in relation to material personal interests:
   1. ensure that any personal interests or roles do not influence or interfere with the proper performance of their responsibilities and duties as a Board member;
   2. identify any actual, perceived or potential conflicts of interest (whether conflicts of personal interest or conflicts of roles) that may relate to the affairs of the Commission;
   3. disclose to the Board any actual, perceived or potential conflict of interest as soon as practicable after becoming aware of the conflict, specifying the nature and extent of the conflict and how the conflict relates to the affairs of the Commission; and
   4. take all appropriate actions to resolve any conflict of interest, including actions directed by the Board;
3. without limitation to their legal obligations applicable to their conduct as a Board member:
   1. in their conduct as a Board member, act in a manner that is consistent with the Commission’s Code Of Conduct and Values (as amended from time to time); and
   2. comply with all Commission policies (as introduced or amended from time to time) specified as applicable to Board members;
4. not purport to bind the Commission or make corporate or policy statements to the public unless authorised by the Board; and
5. comply with all reasonable requests from the Chairperson to assist with the promotion of the Commission’s activities.

The Board may establish such committees as it sees fit to assist the Board.  Committees may comprise of Board members only, or a combination of Board members and other persons (in which case a Board member must be its chairperson).

In establishing any committee, the Board will issue terms of reference or a charter which specifies the functions and responsibilities of the committee, any powers delegated to the committee and the required quorum for meetings of the committee. Each committee will, on an annual basis, provide the Board with a written report on their activities throughout the year.

The Board must establish an audit committee with a written charter issued by the Board setting out the audit committee’s functions, which must include reviewing the appropriateness of the Commission’s financial and performance reporting and systems of risk oversight and management and control.

The Board may delegate any of the Commission's powers under the ASC Act, other than a number of powers specified in the ASC Act, to an individual member of the Board, a committee established by the Board as specified above, the Chief Executive Officer, Director of the AIS or any Commission employee.

The Chairperson is responsible for ensuring that the Board successfully discharges its role, including:

1. conduct of all Board meetings, including the approval of the agenda;
2. chairing meetings of the Board;
3. providing leadership to the Board;
4. being the key contact for dialogue with the Minister on behalf of the Commission;
5. maintaining a regular dialogue with the Chief Executive Officer; and
6. monitoring Board performance.

The Board shall hold such meetings as are necessary for the efficient performance of the Commission’s functions. The Chairperson may at any time convene a Board meeting and must convene a Board meeting upon receipt of a written request signed by at least three other Board members.  The Minister may at any time convene a Board meeting.

Meetings are chaired by the Chairperson or, if the Chairperson is not present, the Deputy Chairperson. If neither is present, a member will be appointed by those members present to preside at the meeting.

Members who are unable to attend a scheduled meeting should advise the Chair and Board Secretariat seeking a meeting apology or leave of absence.

Members who are absent from three consecutive Board meetings and have not been granted a leave of absence by the Chairperson may have their appointment terminated by the Minister.

At a Board meeting, five members constitutes a quorum.

All questions shall be decided by a majority of votes of the members present and voting. The Chairperson (or other member presiding in place of an absent Chairperson) will have a deliberative vote and, in the event of an equality of votes, a casting vote.

A Board resolution may also be passed by circulated written resolution. The Board is taken to have made an out of session resolution if all Board members were informed of the proposed decision, or reasonable efforts were made to inform all the Board members of a proposed decision, and a majority of the Board members entitled to vote on the proposed decision indicate in writing agreement with the decision.

Planning

The Board will develop a forward meeting schedule that includes the dates and locations of each meeting for the forthcoming year.

Performance Review

The Board will ensure that a review of its performance is undertaken periodically, pursuant to a transparent assessment process.

Review of Charter

The Board will review this Charter at regular intervals, including as required from time to time due to changes in relevant legislation, and will make appropriate revisions.

As a Committee of the Board, the objective of the Committee is to provide guidance and assistance to the ASC as required.  It should ensure that the systems and process are in place within the ASC that shape, enable and oversee management of an organisation. It should advise the Board on matters relating to ASC financial management and strategic planning, performance reporting, physical assets, risk management and all aspects of internal and external audit and compliance matters, as well as National Sporting Organisation (NSO) finances.

The Board authorises the Committee, within the scope of its functions and responsibilities, to:

• obtain any information it needs from any employee and/or external party (subject to any legal obligation to protect information);
• discuss any matters with the internal auditor, external auditor or other external parties (subject to any applicable confidentiality obligations);
• request the attendance of a Board member or any employee, including the Chief Executive Officer, at Committee meetings; and
• obtain external accounting, financial management, legal or other professional advice, as considered necessary to meet its responsibilities, at the ASC’s expense.

The Committee is directly responsible and accountable to the Board for the exercise of its responsibilities.

The Board will appoint the Committee members, subject to the relevant legislation and regulations. The Committee will consist of at least 3 and not more than 6 members. The Committee will be constituted either wholly by Board members, or partly by Board members and partly by other persons, but must not include any employee of the ASC. The Board Chair must not be a member of the Committee.

The Board will appoint a Chair of the Committee. The Chair of the Committee must be a Board member.

The Board may also decide to appoint a Deputy Chair to act as Chair when the Chair is unavailable to attend meetings. The Deputy Chair must be a Board member. Other people may attend meetings as determined by the Committee Chair, as observers, including but not limited to:

• The Board Chair;
• Board members;
• Chief Executive Officer (CEO);
• General Manager, Corporate;
• Chief Financial Officer (CFO); and
• Representatives of both internal and external audit.

Committee members will be appointed for terms, not exceeding 3 years, as determined by the Board. The Board may rotate Committee members to enable new knowledge and experience to be introduced to the Committee and may stagger the appointment of Committee members. The Board may appoint Committee members with different terms from each other. Committee members will be eligible for re-appointment by the Board for further terms.

The Committee members, taken collectively, must have appropriate qualifications, knowledge, skills and/or experience relevant to the functions and responsibilities of the Committee. The Committee must have at least 3 members who have the appropriate qualifications, knowledge, skills or experience to assist the committee to perform its function. It is desirable for at least 1 member of the Committee to have accounting or related financial management experience with an understanding of accounting and auditing standards in a public sector environment.

Representatives of internal and external audit, as observers on the Committee, will assist the Committee in addressing its responsibilities with their public sector accounting and financial management experience.

The Committee will adopt and maintain a program of induction, training and awareness-raising for its members, with the objective of enabling the Committee to keep abreast of contemporary developments and leading practices in relation to its functions.

In accordance with the requirements of the PGPA Act the Committee will assess and advise the Board on the following:

Financial Management and Reporting

• Review and provide independent advice on the appropriateness of the ASC’s:
  • annual public financial statements;
  • Information (other than annual financial statements) requested by the Department of Finance in preparing the Australian Government’s consolidated financial statements, including the supplementary reporting package;
  • Processes and systems for preparing financial reporting information;
  • Financial record keeping; and
  • Processes in place to allow the ASC to stay informed throughout the year of any changes or additional requirements in relation to the financial reporting.
• Provide a statement to the Board:
  • Whether the annual financial statements, in the Committee’ view, comply with the PGPA Act, the PGPA Rules, the Accounting Standards and supporting guidance;
  • Whether additional entity information (other than annual financial statements) required by the Department of Finance for the purpose of preparing the Australian Government consolidated financial statements (Including the supplementary reporting package) comply with the PGPA Act, the PGPA Rules, the Accounting Standards and supporting guidance; and
  • In respect of the appropriateness of the ASC’s financial reporting as a whole, with reference to any specific area of concern or suggestions for improvements.

Performance Reporting

• Review and provide advice on the appropriateness of the ASC’s systems and procedures for assessing, monitoring and reporting on achievement of the ASC’s performance. In particular, the Committee should satisfy itself that:
  • the ASC’s Portfolio Budget Statements and corporate plan contain appropriate details of how the ASC’s performance will be measured and assessed;
  • the ASC’s approach to measuring its performance throughout the financial year against the performance measures included in its Portfolio Budget Statements and corporate plan is appropriate and in accordance with the Commonwealth performance framework. This may include reviewing, over time, particular elements of the performance measures; and
  • the ASC has appropriate systems and processes for preparation of its annual performance statement and inclusion of the statement in its annual report.
• The Committee review the annual performance statements and provide advice to the Board on their appropriateness to the ASC.
• The Committee provide a statement to the Board whether, in their view, the ASC’s annual performance statements and performance reporting as a whole is appropriate, with reference to any specific areas of concern or suggestions for improvement.

Risk oversight and management

• The Committee provides oversight of the ASC’s risk management approach, ensuring adequate controls are in place to mitigate risk.
• The Committee review and provide advice on the appropriateness of the ASC’s:
  • enterprise risk management policy framework and the necessary internal controls for the effective identification and management of the ASC’s risks, in keeping with the Commonwealth Risk Management Policy;
  • approach to managing the ASC’s key risks, including those associated with individual projects and program implementation and activities;
  • process for developing and implementing the ASC’s fraud control arrangements consistent with the fraud control framework, and satisfy itself that the ASC has adequate processes for detecting, capturing and effectively responding to fraud risks; and
  • articulation of key roles and responsibilities relating to risk management and adherence to them by officials of the ASC.
• The Committee provide a statement to the Board whether in their view, the ASC’s system of risk oversight and management as a whole is appropriate with reference to the Commonwealth Risk Management Policy and any specific areas of concern or suggestions for improvement.

Systems of internal control

• Review and provide advice on the appropriateness of the ASC’s:
  • internal control framework:
    • reviewing management’s approach to maintaining an effective internal control framework and whether appropriate processes are in place for assessing whether key policies and procedures are complied with;
    • reviewing whether management has in operation relevant policies and procedures, such as accountable authority instructions, delegations, a business continuity management plan; and
  • Reviewing appropriate policies, such as bullying and harassment policies, and practices that contribute to the promotion of a positive organisational culture. legislative and policy compliance:
    • reviewing the effectiveness of systems for monitoring the ASC’s compliance with laws, regulations and associated government policies with which the ASC must comply; and
    • determining whether management has adequately considered legal and compliance risks as part of the ASC’s enterprise risk management framework, fraud control framework and planning.
  • security compliance:
    • reviewing management’s approach to maintaining an effective internal security system—including alignment with the Australian Government Protective Security Policy Framework—and ICT security policy.
  • internal audit coverage:
    • reviewing and approving the proposed internal audit coverage, ensuring that the coverage takes into account the ASC’s primary risks; and
    • reviewing all internal audit reports, providing advice to the Board on major concerns identified in those reports, and recommending action on significant matters raised—including identification and dissemination of information on good practice.
• The Committee provide a statement to the Board whether the ASC’s system of internal control is appropriate, with reference to any specific areas of concern or suggestions for improvement.

Physical assets

• Satisfy itself that appropriate asset registers and maintenance scheduling are in place
• Consider and oversee the ASC’s capital and infrastructure planning.

NSO finances

• For all priority NSOs, monitor spending of ASC funding and report to the Board on the ability of the NSOs to invest these funds efficiently and in a manner consistent with ASC objectives
• Oversee the High Performance and Participation Investment Principles
• Maintain an active role in evaluating the financial position of NSO’s

Ensure that the finances are spent in accordance with the purpose for which they are provided.

The Committee will assess whether the ASC has taken steps to embed a culture that promotes the proper use and management of public resources and is committed to ethical and lawful conduct.

The Committee may establish one or more sub-committee/s to assist the Committee in meeting its responsibilities.

The responsibilities, membership and reporting arrangements for each sub-committee shall be documented and approved by the Committee.  The Committee stipulates that:

• a member of the Committee is appointed as Chair of the sub-committee;
• the membership of sub-committees may extend beyond members of the Committee if additional expertise on particular matters is required;
• minutes of all meetings of sub-committees are to be taken, distributed promptly to all members of the Committee, and tabled for discussion at the next Committee meeting; and
• important issues that may require consideration by the Committee are brought to the attention of the Chair immediately following a sub-committee meeting so the Chair is in a position to decide on appropriate action.

All decisions of the Committee shall be referred to the Board for approval, other than:

• the Internal Audit Charter, Internal Audit Plan and internal audit budget
• the appointment, replacement or dismissal of the internal audit provider
• the ASC’s Risk Management Framework
• an entity-wide assurance map

that do not require the approval of the Board.

Committee members are expected to:

• understand and observe the legal requirements of the PGPA Act and Rules and government policies
• contribute the time needed to study and understand the papers provided
• apply good analytical skills, objectivity and good judgment
• express opinions constructively and openly, raise issues that relate to the Committee’s responsibilities and pursue independent lines of enquiry.

Committee members must not use or disclose confidential information that is provided to the Committee except as required for the purposes of the ASC.

In carrying out their responsibilities, Committee members who are Board members must comply with all legal duties and obligations applicable to their conduct as Board members.

Committee members who are not Board members must carry out their responsibilities as Committee members to an equivalent standard of care, diligence and good faith as that required of Board members.

The Committee will as often as necessary, and at least once a year, report to the Board on its operation and activities during the year. The report should include:

• findings and views to provide the Board with assurance that its risk systems are appropriate, including any suggestions for systems and process improvement.
• Adherence to internal controls and compliance reporting, advising how much the ASC is adhering to the ASC Act and relevant compliance legislation.
• a summary of the work the Committee performed to fully discharge its responsibilities during the preceding year.
• a summary of ASC progress in addressing the findings and recommendations made in relevant internal, external and Parliamentary Committee reports.
• an overall assessment of the ASC’s financial risk, control and compliance framework, including details of any significant emerging risks or legislative changes impacting the ASC.
• details of meetings, including the number of meetings held during the relevant period, and the number of meetings each member attended.

The Committee may, at any time, report to the Board any other matter it deems of sufficient importance to do so. In addition, at any time an individual Committee member may request a meeting with the Chair of the Board.

Meetings

The Committee will meet at least 4 times per year. A special meeting may be held to review the ASC’s annual financial statements.

The Chair of the Committee is required to call a meeting if requested by the Chair of the Board and decide if a meeting is required if requested by another Committee member.

Planning

The Committee will develop a forward meeting schedule that includes the dates, location, and proposed agenda items for each meeting for the forthcoming year, covering all the responsibilities outlined in this Charter.

Quorums

A quorum for meetings of the Committee will be 2 members except where the Committee consists of 6 regular members, where the quorum will be three members.

Joint Committee Meetings

The Committee may consider convening in a joint session with the Governance and Executive Performance Committee up to twice annually as required to address cross-committee matters.

This Charter will be reviewed by the Committee at least once a year.   This review will include consultation with the Board. Any substantive changes to the Charter will be recommended by the Committee, endorsed by the Governance and Executive Performance Committee and formally approved by the Board.