Charter

Role, context and purpose of Verve – Knowledge & Skills

Verve - Knowledge & Skills (the trading name for Victorian Cultural & Recreation Industry Training Board Limited) is a company limited by guarantee and a declared Industry Training Board in Victoria, under sec 3.1.27 (1) (b) of the Education and Training Reform Act 2006. The company operates under the Corporations Act 2001, the Education and Training Reform Act 2006 and the Victorian Cultural & Recreation Industry Training Board Ltd constitution.

Verve's primary functions under the Education and Training Reform Act 2006 are:

within the national and State strategic framework, to prepare quality training plans detailing industry skill requirements, the quantity and types of training needed by industry and training arrangements;
to promote training within the industry;
to liaise with or participate on national industry training advisory bodies; and
to participate in accreditation and recognition processes.
These functions are undertaken in relation to the following industry sectors:
"Cultural" - visual arts, crafts, design, performance, entertainment, film, television, games, animation, multimedia, music & recording, radio, galleries, libraries, museums, cultural heritage, writing & publishing, community and cultural development
"Recreation" - sport, fitness, community recreation, outdoor recreation and outdoor education
The company operates in the context of the national vocational education and training system, with significant interaction with registered training providers, secondary schools, universities, industry and small business.

Role and Composition of the Board and Election of Directors

Verve's Board is responsible for the overall Corporate Governance of the company, including monitoring its strategic direction, formulating goals for management and monitoring the achievement of those goals.

The Verve Board comprises ten to twelve directors who are members of the company. Directors are elected from either the cultural or recreation industries. In selection and retention of Directors, Verve Management and Board aim to have even representation from across the cultural and recreation industries.

All Directors must possess expert knowledge of either the cultural or recreation industries and the Board will seek to include persons who, in addition to their extensive industry possess expert skills and capabilities in the areas of accounting, and governance. The positions of Chair, Treasurer and Deputy Chair are elected at the Annual General Meeting for a renewable two year term.

The Board recognizes its responsibility to the Company's members and employees, the communities and environments in which it operates and, where appropriate, other stakeholders.

The Board is responsible for corporate governance of the company and overseeing the business and affairs of the company by:

establishing, with management, the strategies and financial objectives to be implemented by management;

approving major corporate initiatives;
approving capital expenditure in excess of limits delegated to management;
establishing systems of risk management by approving accounting policies, financial statements and reports, credit policies and standards, risk management policies and procedures and operational risk policies;
monitoring the performance of management;
carrying out the functions specifically reserved to the Board and its Committees under the policies of the Board and the charters of those Committees;
communicating with members and other stakeholders, at the appropriate times, the results of, and developments in, the business operations of the company;
Appointment of the Chief Executive Officer;
Approval of the Directors Report and Company Audit;
Approval of the company's major policies.

Management of the Company

The Board delegates authority and responsibility for the conduct of the Company's business to the Chief Executive Officer who is directly accountable to the Board through established policies and authority levels.

Accountability of the Executive

The Executive is the Boards only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the Board is concerned is considered the authority and accountability of the Executive. The Board will instruct the Executive through written policies that prescribe the organisational ends to be achieved and the Executive will provide regular reports on Verve's core and commercial activities and financial statements to the Board to ensure compliance with Verve's strategic and operational goals and management of the organisation's resources.

Meetings of Directors

The Board meets at least five times per year to consider the business of the Company, including operational and other issues and its financial position. The Chief Executive Officer attends meetings of the Board in the role of Secretary. Specific strategic and planning meetings are held as needed.

Obtaining of Advice by Directors

Directors and members of Board Committees have access to the advice of external experts when required. Requests for such advice are made by Directors at meetings of the Board or directly to the Chair. Advice obtained is made available to the whole Board.

Conflicts of Interest

The Board observes best practice guidelines in regards to "Conflict of Interest". This may apply if there is, or may be, a conflict between the personal or other interests of a Director and the business of Verve - knowledge & skills. Accordingly, if there is perceived to be a conflict of interest, that Director will not receive any Board paper in relation to that subject and if the matter is discussed by the Board, that

Director will withdraw from the meeting prior to, and during, the discussion and voting on any relevant resolutions.

Performance Evaluation

The Chair reviews the performance and effectiveness of the Board and Committees and the contributions of individual directors. During the current year, the Board intends to implement a formal process for the regular review and assessment of the overall performance of the Board and individual Directors.

Role of the Chair

The duties of the Chair arise from his or her position as the duly elected senior non-executive officer of the Company and the responsibility for presiding over the official business of the Company and the Board. The Chair of Verve is a member of the board of directors, elected at the first board meeting after the Annual General Meeting. Directors are members of the company and are elected at the Annual General Meeting for a renewable 12 month term.

Responsibilities:

ensuring the Board performs its roles and functions;
managing the relationship between the Chief Executive Officer and the Board;
managing the business of the Board and presiding over its meetings, resolving differences between directors and seeing that decisions are reached promptly;
ensuring that all relevant issues are on the agenda and that all directors receive timely, relevant information to enable them to be effective members;
ensuring that each director fully participates in the Board's activities;
recommending to the Board for consideration the membership and functions of committees of the Board;
advising the Board, after appropriate consultation with all directors, on candidates for appointment as Chief Executive Officer of the Company; also making recommendations to the Board on the retirement or removal of the Chief Executive Officer and other directors from office; and
promoting the interests of the Company as a whole in relations with the Company's members, governments, other public organisations, other companies and the public generally.

Key Selection Criteria:

expert knowledge of the Victoria's cultural or recreation industries;
expert knowledge of industry training policies and practices;
expert knowledge of government legislation and guidelines relating to Verve and its members; and
expert knowledge of corporate governance best practice.

Desirable: