4. The roles and responsibilities of Directors and other company officers

4. The roles and responsibilities of Directors and other company officers

4.1  Chair

4.1.1  The Chair is elected by the other directors, at the Board meeting following the Annual General Meeting at which the former Chair retires (Article 50 of the Constitution).

4.1.2  Generally, the expected term of service of a Chair is two years

4.1.3  The Board will elect the best candidate as the new Chair, taking note of the convention that the position of Chair rotates between authors and publishers.

4.1.4  The key duties and responsibilities of the Chair include:

1. being the major point of contact between the Board and the Chief Executive Officer;
2. chairing Board meetings;
3. setting the agenda for Board meetings;
4. leadership of the directors;
5. reviewing the effectiveness of Board functions and the performance of individual Board members;
6. reviewing CAL's progress on important initiatives and significant issues with the Chief Executive;
7. reporting to members and representing CAL; and
8. managing relations with the Boards of directors of other organisations.

4.1.5  The Chair may elect to be a member of all CAL Board Committees.

4.2  Chair Elect

4.2.1  The Board will elect a "Chair Elect", six months prior to the end of the current Chair's term. The Chair Elect will in the normal course of events become the next Chair of CAL.

4.2.2  In the event of a casual vacancy in the position of Chair, the Chair Elect will assume the duties of the Chair for the remainder of that term

4.3  Individual Directors

4.3.1  Each director owes the following obligations and duties to CAL as a whole:

1. to act honestly in the best interests of CAL;
2. to use care and diligence in perfoming the functions of being a director of CAL;
3. to have skills relevant to the office of director of CAL and use them in pursuance of CAL's objectives (Article 38 of the Constitution);
4. to use the office of director only for proper purposes;
5. not to make improper use of information gained in the position of director;
6. to avoid conflicts of interest;
7. to use independent judgement;
8. to ensure that confidential information is kept confidential to CAL;
9. not to engage in conduct to bring CAL into disrepute;
10. to attend and participate in Board meetings;
11. to make reasonable enquiries to ensure CAL is operating efficiently, effectively and legally towards achieving its goals;
12. to undertake diligent analysis of all proposals placed before the Board;
13. to keep confidential such Board discussions and deliberations which are confidential; and
14. to comply with the spirit as well as letter of this Corporate Governance Statement.

4.3.2  In order to fulfil these obligations, the director must:

1. have full access to CAL and related information in a timely, accurate manner, with reasonable assistance from the relevant staff. However, in the course of undertaking their duties, a director will not unreasonably interfere with the operations of the staff member or operations of CAL in this regard;
2. allocate sufficient time to enable their duties to be carried out; and
3. willingly express opinions and question the assumptions of management and other Board members.

4.3.3  Whilst maintaining their fiduciary and confidentiality obligations to CAL, directors appointed by the Australian Society of Authors and Australian Publishers Association may report to their nominating organisations in general terms on CAL’s activities, policy and direction and also report to CAL on the activities of their nominating organisation.

4.3.4  Directors may not make any representations or agreements with suppliers, customers, staff or others unless such authority is explicitly delegated by the Board.

4.4  Role of the Company Secretary

4.4.1  The Company Secretary’s role is to meet all legal requirements of CAL, including providing administrative support to the Board and its Committees as required

4.5  Role of the Chief Executive Officer

4.5.1  The Chief Executive Officer will be appointed by the Board and be responsible to it.

4.5.2  The Chief Executive Officer is responsible for the management of CAL in accordance with the directions of the Board, strategy, policies and budgets approved by the Board to achieve the agreed goals.

4.5.3  The Chief Executive Officer’s responsibilities include:

1. working with the Board to develop CAL’s vision and direction, and following the reasonable directions of the Board;
2. constructing, with CAL’s management team and the Board, the programs to implement this vision;
3. meeting all requirements of corporations law, trust law and other requirements to ensure the safety and maintenance of funds held on behalf of its members and other copyright owners;
4. appointing senior executives and other staff. The Chief Executive Officer will consult with the Board prior to the appointment of senior executives;
5. providing leadership to, and effective management of, CAL in order to:
   1. encourage co-operation and teamwork;
   2. build and maintain staff morale at a high level; and
   3. build and maintain a strong sense of staff identity with a sense of allegiance to CAL.
6. ensuring that employment at CAL enhances an individual’s learning and development, skills and professional expertise;
7. ensuring that CAL is a safe workplace;
8. carrying out the day to day management of CAL;
9. keeping the Board fully informed of the activities and all other matters affecting CAL; and
10. ensuring that CAL is an Equal Employment Opportunity employer, and that CAL complies with anti-discrimination and other workplace arrangements.

4.5.4  The Chief Executive Officer is formally delegated by the Board to:

1. authorise all expenditures as approved by the Board in the budget, subject to:
   1. details of capital expenditure in excess of the limit set by the Board from time to time must be approved by the Finance and Audit Committee; and
   2. all payments to the Chief Executive Officer, outside of contracted remuneration, must be authorised by the Chair.
2. sign major licensing contracts, after formal approval by the Board;
3. sign such other contracts as are required in the proper (and Board approved) management of CAL; and
4. admit members to CAL.

4.5.5  Each year, the Chair, on behalf of the Board will conduct a formal evaluation of the Chief Executive Officer’s performance.