gippsland tourism industry leadership program (gtilp...

GIPPSLAND TOURISM INDUSTRY LEADERSHIP PROGRAM (GTILP) “GUIDE TO GOOD GOVERNANCE”

Gippsland Tourism Industry Leadership Program Governance Visions are:

To provide excellent services and direction to the Gippsland

Tourism Industry and its partners

Respect and uphold the interests of all tourism stakeholders throughout the Gippsland region

Develop strong and effective tourism industry relationships at all

levels

Provide training and learning opportunities such as Gippsland Tourism Industry leadership Program (GTILP) to tourism providers throughout Gippsland

Assist and guide local and regional tourism associations in

establishing good governance and business practices

Develop standard operating procedures and guidelines throughout the Gippsland tourism sector while also recognising diversity within the region.

Maintain focus on continued and transparent improvements into

the future

Always value and apply the following: trust, integrity, accountability, leadership, fairness, equity, opportunity and genuine care and respect (ref: West Gippsland Regional Tourism Association Our Code of Governance Working Together Chair: Mel Neil)

Role of Destination Gippsland:

Destination Gippsland is the independent peak body for the Gippsland Tourism Sector. It is governed by a skills based board of seven. Destination Gippsland respects the Acts and legislation that govern tourism at Federal, State and Local levels. Destination Gippsland reports to the following Board of Directors: Sheila O’Sullivan (Chairman) Pearl Findlay-James Steven Hibbard Ken Hore Richard Longmore Ian Southall Dr Gabrielle Walters Legislation and Key Documents Governing Tourism in Gippsland:

Tourism Victoria Act 1992 No. 9834 To u r i s m Victoria Business Plan 2008-2011 Regional Tourism Action Plan 2009-2012 Regional Marketing and Development Plan 2009 – 2010

Gippsland Victorias Nature Based Tourism Strategy 2008 – 2012 Gippsland Strategic Plan 2009-2012 (Destination Gippsland

Website) Gippsland Brand Marketing Guide (Destination Gippsland

Website) Local and Regional BTA Charters and Agreements

Key Web & Document Links to Tourism Governance in Gippsland:

For information relating to tourism governance in Gippsland please also refer to the following websites:

destinationgipplsand.com.au visitvictoria.com

For an example of a Draft Local Governance Framework please refer to the provided West Gippsland Regional Tourism Association draft document “Our Code of Governance Working Together” or contact Chair Mel Neil on 0417 334 065 or via email: [email protected]

Governance Framework 2009

The West Gippsland Regional Tourism Association is a values based organisation that works within a best practice Governance Framework. Our Vision: To build a sustainable tourism industry in West Gippsland through strong partnerships Our Mission: to increase:

• The number of visitors to West Gippsland • The frequency of visitation • The length of stay • The amount they spend • The dispersal throughout the entire region.

Our Values: As an organisation we value trust and integrity, accountability and leadership, fairness, equity of opportunity and genuine care and respect. These values are present throughout all aspects of engagement, planning, discussion and decision making and in the way we communicate our activities to industry. They are incorporated in each of the following components of our Governance Framework. Board Membership 1. The Board in its elections will institute procedures and policies that recruit as candidates’ persons whose skills or experience will benefit the operations of the Board. 2. The Board will seek advance commitment from prospective Board members to any specific policies concerning the expectations of the Board regarding such matters as attendance requirements, investment of time, support for the organisation, conflict of Interest policy and practice, collective decision making and acceptance of responsibility. Collective Commitment 3. The Board shall implement its recruitment policy to ensure that it remains independent. 4. The Board shall ensure that its culture enables collective decision making. 5. The Chair shall not exercise their casting vote right. If the Board is split 50/50 then the decision will be deferred until a more cohesive and collaborative decision can be reached.

Our Code of Governance Working Together Working Together


6. The Board shall ensure that while each member has the right to argue for their own point of view and vote as their conscience dictates, they should, once a decision has been taken, not speak or work against the decision outside the Board. 7. The Board will take ultimate responsibility for ensuring that effective mechanisms are in place for dealing with and managing conflicts. 8. The Board shall put in place policies to ensure that Board members treat each other frankly and honestly but with respect. 9. Any members of the Board who are elected by or appointed from particular sections of the community cannot be bound to follow the instructions of those sectional interests but must be free to govern in the best interests of the organisation. Democratic Governance 10. The Board shall ensure that its procedures allow for all Board members to bring issues before the Board, to be informed on these issues, to discuss these issues productively, and to take informed decisions. 11. The Board shall meet at least six times a year. 12. The Board shall support the Chair to fulfil his/her function 13. The Board shall develop a culture that enables members to dissent without apprehension from the Chair’s rulings or assessment of collective decisions. Management of the Board 14. The Board shall provide induction, instruction and continuing support to provide all Board members with the skills to carry out their functions. 15. The Board shall ensure that clear policies and procedures are in place to remove from the Board, in conformity with applicable legislation, members who are in the opinion of the Board unable to properly fulfil their legal, ethical or social responsibilities. 16. The Board shall have in place clear policies to ensure that all potential conflicts of interest are dealt with in accordance with ethical codes and applicable legislation through appropriate disclosure or recusal. Direction 17. The Board has the ultimate responsibility and therefore control of the organisation. No major policy should be put into effect without analysis and approval of the Board.


18. The Board is responsible for approving the organisations mission and strategic direction, its budget and its major financial affairs, and its policies on governance, management, and program implementation. 19. The nature and extent of any delegation by the Board should be clearly documented in every case. 20. The Board is legally responsible for the performance of delegated duties, and should institute effective monitoring and evaluation 21. Liaison between Board members and the organisation’s staff (paid or unpaid) should, except in exceptional circumstances go through the Chair. Risk Management 22. The Board shall ensure that robust risk management policies and procedures are in effect to minimise risk to the organisation’s mission, its assets, its programs, its reputation, its staff, volunteers and users. 23. The Board shall continuously test, review and refresh risk management policy and procedures 24. The Board shall ensure that the health and safety of its staff (paid or unpaid) and its volunteers is of equal priority with the performance of the mission of the organisation. Accountability 25. The Board is ultimately accountable for the entire operation and the impacts of the organisation. 26. While the Board may be directly accountable to either its financial partners, its members or any government agency that appointed it it is also accountable to those its served by its mission. 27. In order to make this accountability meaningful, the Board shall ensure that clear procedures are developed to provide a transparency framework for conducting its meetings, recording its decisions, communication those decisions, and receiving feedback from the organisation’s members and the users of its services. Transparency 28. The Board shall withhold from public scrutiny as little information as possible. All Board deliberations should be open to the stakeholders, except where the Board passes a motion to make any specific portion confidential. 29. The Board shall report to the organisation’s stakeholders at least annually in a format and using a medium best suited to the stakeholders. The report should completely disclose information on the topics and indicators required to demonstrate the impact of the organisation’s activities and to enable


stakeholders to make decisions. The report should also disclose the processes, procedures, and assumptions used to prepare those disclosures. 30. The Board shall establish and implement ‘whistleblower’ policies and procedures that enable individuals to come forward with information on illegal practices (or violations of Board-approved policies) without fear of retaliation. Community Responsibility 31. The Board shall work to encourage in the operations of the organisation social diversity, access and inclusion, community participation and consumer participation. Environmental Responsibility 32. The Board shall ensure that the organisation actively works to preserve the environmental sustainability of the planet in its own practice and as a participant in a community of practice. Diversity and Empowerment 33. The Board shall ensure that the principles of equal opportunity and diversity are practically applied to all areas of the organisations work, including its planning, its marketing, its employment practices and its management. 34. The Board shall ensure that the whole organisation, in all of its systems, operations and activities, upholds and promotes the imperatives of empowerment. Ethical Fundraising 35. The Board shall ensure that all materials used in fundraising are accurate and truthful and that except in exceptional circumstances, funds raised for stated purposes are used for those purposes. 36. The Board shall adopt policies and procedures for dealing with circumstances in which the organisation should refuse funds that might compromise its ethics, its finances or its mission. Effectiveness 37. The Board shall periodically review its own effectiveness, and take any necessary steps to ensure it works well. 38. The Board shall ensure that the organisation as a whole and its programs are regularly reviewed and its outputs and outcomes assessed against the organisation’s mission.


Appendix 1 Recruitment & Selection of Board Members The Board is to be made up of people from within and from outside of the Tourism Industry. There are to be six general Board positions and at all times a single position will remain in place to represent each of the LTA’s that exist in West Gippsland as long as they wish to participate in the Tourism Industry Structure. Eight Board members is considered to be the appropriate number to represent all stakeholders. This number can be reviewed by the Board at any time and changed by way of resolution. All terms are for a minimum of two years and are put up for re-advertisement at the Annual General Meeting that falls after the expiration of a Board members term. There is no maximum number of terms for any Board member as each term is determined by way of advertisement on the open market. At the resignation of a general Board position the advertisement process will be activated. If the vacant position relates to the representative position of any of the LTA’s the relevant LTA may put forward a nomination for an interim Board member who will need to complete the induction process before attending any Board meeting. 1. A vacancy will be assessed based on the Board Diversity principle and a role description and skill profile will be completed by the Board 2. All Board positions will be advertised using the following mediums:

• Warragul Gazette • Latrobe Express • Industry Newsletter • Via the Chair’s of each LTA

3. The Chair will, with at least one other Board member review the applications and decide on which candidates to be interview. 4. A first interview will be conducted by the Chair and one other Board member. 5. A report of the interview and the respective candidates including a recommendation will be prepared and presented to the Board for consideration.


6. The Board may adopt the recommendation or request a second interview with additional Board members present. If second interviews take place a subsequent report with recommendations shall be prepared for the Board to consider. 7. The Chair will notify the successful candidate as appropriate and schedule an induction prior to the first Board meeting the person is expected to attend. 8. The appointment will be communicated to the industry via:

• Industry newsletter • Board minutes • Communication directly from the Chair to the Chair’s of each LTA.


Appendix 2 The Roles and Responsibilities of a Board Member A Board member must at all times: 1. Act with honesty and integrity

• Express genuine views clearly • Respect laws, policies and generally accepted standards of behaviour • Explain reasons for views including disclosing what information or

considerations were relied on • Be truthful • Speak up when a decision or advice being considered that may be

detrimental to the interests of the organization 2. Act in good faith in the best interests of the organisation

• Avoid actual or perceived conflicts of interest • Declare any interests • Withdraw from Board deliberations when an actual or perceived conflict

of interest arises • Withdraw or declare a minority view where a matter of conscience

arises • Do not be rushed into making decisions without time for proper

consideration 3. Act fairly and impartially

• Advise and behave in a manner that is free of favouritism, self-interest and preference

• Consider all relevant facts objectively when making decisions • Respect human dignity and foster a culture that is free from intimidation

and bullying 4. Use Information appropriately

• Only use information gained as a Board member for purposes intended by the Board

• Be conscious that Board members hold privileged information and that strict rules of confidentiality apply to that information

• Never communicate official information for other than official purposes without the Board’s permission

5. Use your position appropriately

• Do not misuse or abuse those powers for personal gain or some other motive

• Do not take decisions with any intention of malice • Do not join a Board as a favour where you consider that the impartiality

of your decisions may be compromised or be perceived to be compromised


• Never seek to gain undue benefit from any party from information gained as a Board member

6. Act in a financially responsible manner

• Understand the organisations financial results and position • Ensure that the financial management system is adequate and

designed to minimise errors • Ensure that there are clear, consistent financial reports • Do not support a Board resolution that has financial implications that

you consider imprudent • Raise questions if uncertain about any aspects of financial reports

7. Exercise due care, diligence and skill

• Get to know the business of the organisation and the way the Board operates

• Read Board papers and be prepared to ask questions about matters before the Board

• Attend Board meetings and be focussed on the work under consideration

• Consider issues completely, taking account of all relevant evidence 8. Comply with the establishing legislation or its equivalent

• Carry out duties in good faith and for a proper purpose as described in the organisations establishing Act, Constitution or Terms Of Reference Document

• Understand whether a decision is within the organisations power and ask questions if you do not understand

9. Demonstrate Leadership and Stewardship

• Understand the importance that strategic direction plays in ensuring that the organisation fulfils its purpose

• Be conscious of and value the assets that belong to the organisation • Assist in developing and promulgating the organisational culture the

Board wishes for its organisation • Behave in a way that exemplifies the organisation’s values • Watch for signs that the organisation is not performing well


Appendix 3 Breaches of Policy & Procedure by a Board member 1. It is the responsibility of the Chair to ensure that the Governance framework is adhered to by all Board members. 2. On becoming aware of a breach, the Chair shall counsel the Board member and a corrective action plan will be documented for the individual Board member. 3. This action plan is to be reviewed by the Chair and individual Board member as required but no less than three months. 4. All documentation will be kept confidential unless the Board needs to consider the Breach for expulsion at which time all documentation will be made available to the Board members. 5. Multiple breaches or breaches of a serious enough nature may require expulsion from the Board. This will be done via a Board discussion reviewing all relevant facts about the breach including a report from both the Chair and the Individual Board member. The Board shall be able to ask questions of the individual Board member in their deliberations. The Board shall have the opportunity to discuss all relevant information without the individual Board member being present. The decision will then be made by way of resolution. The resolution will be minuted without reference to any confidential documentation that may have been referred to whilst making the decision. The Chair will communicate the Board’s decision to the individual Board member. 6. All documentation relating to counselling or expulsion of a Board member will remain confidential within the Board and not be released outside of the Board. 7. A complaint made about the possible breach of policy & procedure by the Chair shall be dealt with by the same policy with an appointed Board member being decided by the Board to follow through with the review process.


Appendix 4 Decision Making & Communication Guidelines 1. The Board will meet every month unless prevented by exceptional circumstances. 2. Minimum attendance at Board meetings by Board members is 80% 3. Where the LTA Board member cannot attend, they must notify the Chair within 7 days if they wish to have a replacement take part in the meeting. This ensures that the Board papers and all relevant documentation for the meeting can be made available to the replacement member and that there is adequate time for the replacement member to read and accept in writing the Roles & Responsibilities of a Board Member Appendix before they take part in any meeting. 4. The Board will endeavour every quarter to open the Board meeting to invited industry representatives for an open communication opportunity with the Board. This will be referred to as the ‘Quarterly Communication Meeting’. The purpose of this meeting is for the Board to communicate to the industry partners the activities of the organisation and to receive feedback from our industry partners on the performance of the organisation. 5. An agenda will be made available 5 days prior to all Board members. Any items of General Business to appear on this agenda must be communicated in writing (or email) to the Chair no later than 7 days prior to the meeting. 6. The Agenda will clearly state the goals and objectives of the meeting, the business to transact and the approx time the meeting will go for. 7. Meeting minutes will be recorded using a standard template. The minutes will clearly record:

• Board members present • Apologies • Reports tabled • Agenda item and any resolution or action • Next meeting date

8. Board papers will be given to Board members no later than 5 days prior to the meeting. These papers are confidential and for Board members only. 9. Where possible the Board will endeavour to give each LTA the opportunity to take any business that requires their specific feedback to their relevant member meeting and adequate time to prepare a report containing their feedback. All and any feedback requested by the Board must be given in writing (or email) directly to the Chair for consideration. 9. All decisions of the Board will be communicated via the most appropriate methods which may include some or all of the following:


• Meeting minutes • Industry Newsletter • Direct communication from the Chair to the Chair’s of each LTA’s either

verbally, in person or by phone or by email. 10. The Board will review any decision it makes if requested in writing (or email) directly to the Chair. The item will be placed on the next appropriate meeting agenda with timeliness as a consideration. The Board resolution from that review will be communicated as above. 11. Any and all items for Board consideration must be communicated in writing (or email) directly to the Chair. 12. Meeting minutes will be sent to Board members and the Chairs of each LTA within 7 days of the meeting being held.


Appendix 5 Conflict Of Interest Policy 1. At the commencement of each meeting a request for the declaration of any conflicts of interest shall be made. 2. The Board shall decide depending on the nature of the conflict of interest what action is required against the following guidelines:

• Record • Restrict • Relinquish • Remove • Resign

3. If during the meeting a conflict of interest that was not obvious before at the time of declarations, the Board shall stop deliberations and follow the reporting and action procedure before continuing with the agenda item and not resume until they are sure that the conflict of interest has been appropriately dealt with 4. Any declared or perceived conflicts shall be recorded in the Conflicts of Interest Register with the determined action


Appendix 6 Management of Delegated Duties This policy is in place to ensure that there is integrity and appropriate respectful management of the people engaged by the organisation.

1. The Consultant/s will be managed directly by the Chair.

2. The Chair will hold regular meetings as often as required (a minimum

of one per month) with Consultant/s to review progress against Board Agreed Goals and Objectives/Outcomes.

3. The Consultant/s will be required to provide a monthly report of their

activities to the Chair as part of their management.

4. Any Board Member who has concerns about the performance of a contractor/consultant should contact the Chair prior to the Meeting and state what those concerns may be.

5. Any concerns with the performance of a Consultant must be raised

privately with the Chair. The Chair will then, if required, take appropriate action. If not satisfied with the actions of the Chair toward the concern, then a special meeting of the Board will be called to discuss the situation. The Consultant will not be present at that meeting.

6. The Chair shall provide the Board with a monthly report on the

performance of all delegated duties and programs for discussion.


Appendix 7 Dispute Resolution 1. All and any complaints must be made in writing (or email) directly to the Chair 2. The Chair shall take reasonable and appropriate steps to gather all relevant facts about the dispute from the relevant parties. 3. The Chair shall provide a report to the Board for consideration 4. An action plan clearly outlining the actions to be taken will be created 5. Decided actions will be appropriately communicated directly to relevant parties in writing from the Chair. 6. Complaints relating to the Chair shall be referred to the Board who will appoint another Board member to follow the appropriate procedure. 7. If a satisfactory response is not received from the Board then a complaint in writing may be made to Debbie Saliba at Baw Baw Shire Council about the activities of the Board. The complaint will be referred back to the Board if the complaint has not been presented to the Board in the first instance. 8. At all times the Board will endeavour to resolve any disputes in a timely fashion balanced against the reasonable time expected to thoroughly investigate the dispute


Appendix 8 Ethical Fundraising 1. All opportunities for funding will be reviewed and discussed by the Board 2. Where possible an agreement in writing between the funding body and the Board will be required 3. If the funding is deemed to come from an organisation or has upon it conditions that are considered to be potentially detrimental to the organisations purpose or ability to deliver their mission then the offer of such funding shall be declined. 4. Any acceptance or declination of funds shall be documented and minuted with relevant confidentiality terms as required.


Appendix 9 Relevant Governing Bodies 1. The West Gippsland Regional Tourism Association is an incorporated body and is so governed by Corporations Law. 2. Any rule not specifically referred to in this document defaults to the Constitution which can be made available on request. Alternatively a copy of the standard Corporations Law Model Rules may be downloaded for free from the internet which outlines the basic standards of operation for an incorporated body 3. The organisation and the Board value and support those Governance Guidelines recommended by:

• Code of Governance for the Australian Community Sector • Corporate Governance Principles and Recommendations ASX • Good Practice Guide on Governance for Victorian Public Sector

Entities and Boards


Submissions on this Draft Document 1. Submissions are invited to provide feedback from industry as to the adequacy of this governance framework for the delivery of the goals of the organisation as it serves the tourism industry in West Gippsland. 2. All and any submissions relating to this document in whole or in part must be made in writing (or via email) directly to the Chair: Mel Neil C/- WGRTA PO Box 136 Yarragon 3823 Or [email protected] By Tuesday 22nd September 2009, 5pm 3. Mel is available and more than happy to attend an industry meeting of your organisation to explain the governance framework if required. She can be contacted on 0417 334 065 to arrange this.