1. Foundation for management and oversight
1.1 Role of the Board
The Board is responsible for the policy and strategic direction of CAL. CAL’s core function is to license users of copyright material to make reproductions and communications of copyright works under appropriate provisions of the Copyright Act 1968, and to distribute money collected fairly and equitably to copyright owners and creators. The Board also has overarching responsibilities as the trustee of the revenue it receives.
The principal functions and operations of the Board are to:
a. set the long term goals and strategy for CAL and provide direction for the management of CAL;
b. approve and monitor annual budgets;
c. approve and monitor long term strategic plans;
d. review progress against approved strategies, plans, performance objectives and budgets;
e. review and monitor the management of monies held in trust by CAL for members and other rightsholders, including monitoring compliance with the particular trust obligations set out in CAL’s Constitution;
f. review, ratify and monitor systems for risk management, internal controls, codes of conduct and legal compliance;
g. approve and monitor financial and other reporting;
h. appoint and remove the Chief Executive;
i. where appropriate, ratify the appointment and removal of senior executives;
j. determine the Scheme of Allocation for CAL’s distributions;
k. determine the remuneration for the Chief Executive and other senior managers;
l. delegate specific powers and responsibilities to the Chief Executive and other managers for the day to day management of CAL;
m. provide other input as required.
1.2 Role of the Chief Executive
1.2.1 CAL’s Constitution authorises the appointment of a Chief Executive who will be authorised to manage CAL in accordance with the directions of the Board and with the strategy, policies and budgets approved by the Board to achieve agreed goals.
1.2.2 In addition, the Chief Executive is formally delegated by the Board to:
a. authorise all expenditures as approved by the Board in the budget, subject to:
i. details of capital expenditure in excess of the limit set by the Board from time to time must be approved by the Audit and Finance Committee;
ii. all payments to the Chief Executive , outside of contracted remuneration, must be authorised by the Chair; and
iii. Board approval of the appointment of all consultants where the relevant project and consultant are not specified in the current Board approved budget and the consultancy fees will exceed $100,000 for the duration of their contract.
b. execute contracts in accordance with the Board’s delegated authority from time to time; and
c. admit members to CAL, in accordance with the procedures approved by the Board from time to time.
The Chief Executive will notify the Board of all contracts for the appointment of consultants which have been specified in the current Board approved budget where the fees exceed $100,000 for the duration of the contract.
1.2.3 The Board will carry out an annual formal evaluation of the performance of the Chief Executive and, if it sees fit, other senior executives. This evaluation will usually be carried out when the Board sits as its Remuneration Committee – see section 5 below.
1.2.4 A current or former CAL director shall not be eligible for appointment as the CAL Chief Executive until at least three years after he or she has ceased to serve as a director.
Updated 30 June 2011.