Corporate Governance statement

3. The Company

3.1

The role of the Board

3.1.1

The business of CAL is managed by the Board of Directors (Article 41 of the Constitution).

3.1.2

The Board is responsible for the policy and strategic direction of CAL. The principal functions and operations of the Board are to:

(a)

set the long term goals for CAL and provide direction for the management of CAL;

(b)

approve major operating plans;

(c)

approve annual budgets and long term financial plans;

(d)

establish and determine the powers and functions of all Board Committees (Article 53 of the Constitution);

(e)

review the annual progress and performance of CAL against approved plans and budgets;

(f)

approve Financial Statements for presentation to members at the Annual General Meeting;

(g)

monitor the relationship between trust monies held by CAL on behalf of its members and the management of that trust;

(h)

determine the Scheme of Allocation for CAL’s distributions;

(i)

admit persons and companies to membership of CAL;

(j)

report to members about CAL on a regular basis;

(k)

appoint the Chief Executive Officer, and set the terms of appointment for the Chief Executive Officer;

(l)

direct the Chief Executive Officer as to the requirements of the Board and CAL;

(m)

review and monitor the performance of the Chief Executive Officer; and

(n)

review the remuneration of the Chief Executive Officer and other senior executives through the Remuneration Committee reporting to the Board.

3.1.3

The Board carries out its activities through the Chief Executive Officer to whom it delegates specific powers and responsibilities concerning staff and day to day management of CAL.

3.2

Board structure

3.2.1

The Board of Directors (Article 30 of the Constitution) consists of:

(a)

one Author Director who is an author member of CAL and who is elected by the author members of CAL;

(b)

one Publisher Director who is a publisher member of CAL and who is elected by the publisher members of CAL;

(c)

two directors appointed by the Australian Society of Authors;

(d)

two directors appointed by the Australian Publishers Association;

(e)

one director appointed by the other directors; and

(f)

the directors may also appoint up to two other directors. Members of the Australian Society of Authors or the Australian Publishers Association are not eligible for appointment to these positions.

3.2.2

The Board has developed a number of policies which govern the appointments to, and the term of service of directors on the CAL Board. These policies are:

(a)

the maximum term of continuous service as a director is six years, excluding any period served as Chair. Former directors are eligible for appointment to the Board after a minimum of a two year absence from the Board;

(b)

employed executives of other industry associations such as the Australian Society of Authors and the Australian Publishers Association and other collecting societies are not eligible for appointment to the Board;

(c)

in appointing Board-nominated directors, the Board will ask its Governance Committee to consider the key skills and experience necessary to ensure the effective functioning of the Board, and to make recommendations to the Board;

(d)

in respect of those directors nominated by other organisations, the Board will ask its Governance Committee to consider the key skills and experience necessary to ensure the effective functioning of the Board and to make recommendations to the nominating organisations for appointment to vacant Board positions;

(e)

in the interests of independence of the Board from management, no person shall simultaneously hold the position of Chair and Chief Executive Officer; and

(f)

directors shall notify the Board, and their continuing appointment is subject to Board approval if they :

-	are members of management of CAL, the Australian Society of Authors or Australian Publishers Association;
-	are a substantial recipient member of CAL;
-	were employed in an executive capacity by CAL, the Australian Society of Authors or Australian Publishers Association within the last three years;
-	are professional advisers to CAL;
-	are associated with a significant supplier or customer of CAL;
-	are represented on the Board or Committee of Management of the Australian Society of Authors or Australian Publishers Association;
-	have a significant contractual relationship with CAL; and
-	have an interest which could materially interfere with the director’s ability to act in the best interests of CAL.

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