| Governance |
|
| Size of Board |
Maximum of 12 Directors and not less than 8 |
|
| Identification |
Identification of new Board members is the responsibility of the ASO Board Directors. |
| Recruitment |
Recruitment of new Board members is the responsibility of the ASO Board Directors |
| Nomination |
The Board may appoint or re-appoint person subject to the terms of the ASO Holdings Constitution. |
| Appointment/Tenure |
Appointments are for a term of three years with eligibility for a further three year term. A third three-year term is not possible unless by special resolution of the Directors. |
| Induction |
As outlined in the induction checklist, new board members are to be given a number of key documents such as the current Strategic Plan, Constitution and Annual Report. New Board members will also be given the opportunity to meet key members of the organisation. |
Chair and Deputy Chair
|
The Board will elect one of their number as Chair and another as Deputy Chair for a term to be decided by the Board. |
| Remuneration |
Directors will receive no remuneration solely by reason of their membership of the Board. |
| Retirement of Directors (Rotation) |
At the conclusion of the first three year term from its commencement on 1/1/08, 6 Directors will retire with no option to renew unless by special agreement of the Board, with three Directors remaining eligible for re-appointment according to the terms of the Constitution. Insodoing every third year will see the possibility of 1/3 rd or 2/3rds of the Board retiring from office thus ensuring Board refreshment. |
| Vacancy on Board |
A position becomes vacant if a Director:
- resigns
- becomes of unsound mind
- is removed by resolution of the company
- does not attend meetings for 3 continuous months without leave of absence
- becomes and employee of the companuy |
| Skill Sets |
Seven key skill sets/areas of expertise are identified as beneficial for the Board:
- legal, industrial relations
- marketing
- education and outreach
- arts industry/orchestral
- corporate and government
- finance and audit
- fundraising and philanthropy |
| Gender |
The ASO embraces Equal Opportunity and Affirmative Action for women as complimentary aims. In terms of the latter the ASO seeks to ensure that women are in a position to apply and be considered for all roles within the organisation. |
Retirement of Directors |
(a) At the second annual general meeting of the Company, and at every subsequent annual
general meeting, one-third of the Directors or, if their number is not a multiple of three, then
the number nearest one-third (and if necessary to ensure compliance with Clause 9.3(e) this will be rounded up or otherwise increased) must retire from office.
(b) The Directors to retire under paragraph (a) shall be those who have been longest in office
since their last appointment or election. As between two or more who became, or were last elected Directors on the same day, those to retire shall (in default of agreement between them) be determined by lot.
(c) A retiring Director shall be eligible for re-election.
(d) A retiring Director shall retain office until the conclusion of the meeting at which he or she
retires. |
