- Title page
- Purpose of this guidance
- Who is this guidance for
- How to use this guidance
- Chapter 1: Relevant legislation
- Chapter 2: Functions and powers of the entity
- Chapter 3: Key relationships
- Chapter 4: Collective duties of the board and individual duties of board members
- Chapter 5: Role of the board chair
- Chapter 6: General responsibilities of members
- Chapter 7: Members' interests and conflicts: identification, disclosure and management
- Chapter 8: Disclosure of information
- Chapter 9: Gifts and hospitality
- Chapter 10: Board meeting procedures
- Chapter 11: Board committees
- Chapter 12: Delegations
- Chapter 13: Crown entities as employers
- Chapter 14: Subsidiaries
- Chapter 15: Planning and reporting
- Chapter 16: Board and member performance evaluation
- Chapter 17: Board appointments and reappointment
- Chapter 18: Remuneration and expenses for board members
- Chapter 19: Liability and protection from legal claims or proceedings
- Summary of minimum content for a governance manual by chapter
Prior to appointment, prospective board members will have disclosed in writing the nature and extent of their interests in matters relating to the entity (s. 31 CE Act). Following appointment to a board, members must disclose any interests to the chairperson as soon as practicable after they become aware of the interest (s. 63 CE Act).
Members can make a 'standing disclosure' if they have an ongoing interest in a matter which could be the subject of regular discussion by a board, supplemented by a declaration of interest in other matters before the board, as they arise.
Failure to disclose an interest is a serious matter. It may be a breach of a member's duties under the CE Act and could result in removal from the board.
Section 64 of the CE Act requires that all interests, however disclosed, must be entered into a register of members' interests. Entries in the register must state the nature and extent of the interest including, where appropriate, its monetary value. Staff who support the board's work need to be aware of all interests disclosed in the register so that they do not give members information relating to a matter on which they have declared an interest.
Where a member has declared a specific or standing interest in a matter under consideration by a board, this must be recorded in board minutes. All members' interests should be actively reviewed at each meeting of the board so they can be considered in relation to the matters on the agenda.
Interests held by a member or his/her family or friends will almost certainly change over time, as will the issues with which an entity deals. Members need to review their interests regularly, update their disclosures, and add or remove the interest to or from the register as soon as the circumstances require it.
Crown entity board members have a collective obligation to be aware of their colleagues' interests. A board must notify the Responsible Minister if it becomes aware that a member has not disclosed an interest, or has taken part in board discussions or decisions despite being conflicted in a matter.