Board delegations of authority


1. Purpose

The Board is the governing authority of the RACGP and has the power and functions given to it by the RACGP’s Constitution, the Corporations Act 2001  (Cth), and the Australian Charities and Not for profit Commission Act 2012 (Cth).

The Board has the power under clause 70 of the RACGP Constitution, subject to applicable legislation, this Constitution, and any direction given by the College in general meeting, to delegate any or all of its functions in relation to any class of matters, or in relation to any act or function of the RACGP.

The purpose of this policy is to outline those powers and functions, and their limitations that the Board authorises others to exercise. The Board remains ultimately accountable for activities under its authority.

The policy is intended to facilitate efficiency and effectiveness of administrative processes and to ensure that the officers of the organisation dealt with under this policy have been provided with the level of authority necessary to discharge their responsibilities. 

The schedule to this policy is the Instrument of delegation.

2. Application

This policy applies to all members of the Board and the CEO and the members and employees of the RACGP.

3. Delegation Responsibilities

  1. The Board is responsible for:
    1. Granting, varying and reviewing delegations;
    2. Reviewing compliance with delegations; and
    3. Reviewing this policy.
  2. Persons/bodies delegated authority under this policy (‘delegates”) are responsible for:
    1. Exercising delegations within their limits and in accordance with any conditions attached to them; and
    2. Reporting any breaches of any delegations of which they become aware to the CEO and Board through the Company Secretary.

4. General Principles

The following general principles apply to delegations:

  1. When exercising a delegated authority, delegates must exercise that Authority in accordance with the law, the company’s policies and procedures and any conditions attached to the delegation;
  2. The delegate must ensure that for each transaction (individually and in the aggregate) subject to authorisation:
    1. The expenditure is for a proper purpose in the conduct of business for the company;
    2. The exercise of authority does not give rise to a conflict of interest;
  3. Unless otherwise specified, powers are delegated to a position and not to a person;
  4. Where the title of a position changes but the responsibilities assigned to the position do not change, the powers delegated to the formerly named position continue to be so delegated to the re-named position until such time as the Board otherwise determines;
  5. Unless otherwise specified, an authority delegated to a position extends to any person acting in the position;
  6. A delegate must not exercise their delegated authority if in doing so they would personally benefit or it creates a conflict of interest;
  7. In exercising a delegated authority to execute a contract, agreement or otherwise commit the company, employees are to ensure that entry into the contract has been approved by a party with appropriate authority and are to ensure that satisfactory legal and commercial due diligence has been undertaken (e.g. contract review by General Counsel) prior to signature and signed correctly (i.e. by authorised persons);
  8. A person who approves a transaction beyond their delegation limit will be in breach of this Policy and potentially commits misconduct; and
  9. The authority to approve a transaction is taken to include the authority to terminate or cancel a transaction.

5. Breaches of Policy

Any breaches of the delegations granted by the Instrument must be reported immediately to the Company Secretary, along with the relevant General Manager and the CEO.

The Company Secretary must, as soon as practicable, report any breaches of the delegations granted by the Instrument to the Chair and the Chair of the Finance, Audit and Risk Committee.

6. Board Role and Functions

6.1 Strategy and Governance

The Board is ultimately accountable for overall governance including setting the RACGP mission, vision, values and standards. As part of that role, the Board:

  1. Determines the RACGP’s strategic aims and objectives;
  2. Reviews the RACGP’s performance in light of its strategic aims, objectives, business plans and budgets, and financial reports and ensures that any necessary corrective action is taken;
  3. Approves the extension of the RACGP’s activities into significant new business or geographic areas and for any decision to cease to operate all or any material part of the College’s business;
  4. Gives effect to any matter approved by the RACGP in the AGM;
  5. Approves the overall levels of insurance for the RACGP, including directors’ and officers’ liability insurance;
  6. Approves capital and operating expenditure budgets and litigation claims.

6.2 Compliance

The Board is legally accountable for complying with a range of statutory and regulatory obligations under applicable legislation.

6.3 Financial Reporting and Financial Controls

The Board is legally accountable for:

  1. Assessing the adequacy of the RACGP’s accounting and other records;
  2. Approving of the Annual Report, Annual Statutory Financial Reports and Declarations
  3. Approving the Annual RACGP budget and significant changes in accounting practices and processes;
  4. Approving expenditure and write-offs; and
  5. Approving any political donation whether direct or indirect.

6.4 Internal Controls and Risk Management

The Board is legally accountable for ensuring the maintenance of a sound system of internal control and risk management including:

  1. Approving the RACGP’s risk appetite and risk management policy;
  2. The effectiveness of the RACGP’s risk management and control processes to support its strategy and objectives;
  3. Approving procedures for the detection of fraud and the prevention of bribery;
  4. Undertaking an annual assessment of the adequacy of the RACGP’s internal control systems; and
  5. Approving an appropriate statement for the inclusion within the annual report.

6.5 Other Powers under the Constitution

The Board has a number of other powers and obligations under the Constitution including:

  1. Setting membership fees (clause 19);
  2. Establishing committees and advisory councils and their governance arrangements (Part 10.3);
  3. Establishment of Faculties (Part 3); and
  4. Approval of proposed members’ resolutions and corresponding documentation to be put forward to members at any general meeting (Part 6).

6.6 Contracts

The Board has the power to approve all contracts. All Master Services Agreements must be approved by the Board irrespective of value. Refer Instrument of Delegation.

6.7 Communication

The Board has the power to approve the procedure for all external communications.

6.8 Board Governance

The Board has the power to:

  1. Recommend appointment, reappointment or removal of the external auditors to the members for approval in general meeting;
  2. Appoint by co-option to the Board;
  3. Appoint, reappoint or remove members of Board Committees, their Chairs and observers on those committees;
  4. Appoint the Chair of the Board, the Vice-President, the Chief Executive Officer and the Company Secretary;
  5. Approve of contracts for the appointment of consultants to the Board; and
  6. Appoint any member of the Board or staff member of the RACGP to an external body.

6.9 Remuneration

The Board has the power to:

  1. Recommend the remuneration of Directors to the members for approval in general meeting; and
  2. Determine the remuneration of the Chief Executive Officer.

6.10 Corporate Governance matters

The Board has the power to:

  1. Undertake reviews of its own performance, that of its committees, individual directors and committee members; and
  2. Review the RACGP’s overall corporate governance arrangements.
  3. The Board has the power to annually appraise the performance of the Chief Executive Officer (CEO).

6.11 Policies

The Board has the power to approve the RACGP’s strategic policies.

7. CEO Role

7.1 Strategy and management

  1. The CEO is accountable to the Board for the day-to-day management of the College’s operations, ensuring:
    1. Competent and prudent management;
    2. Sound planning;
    3. Maintenance of sound internal control systems;
    4. Adequate accounting and other records; and
    5. Compliance with statutory and regulatory obligations.
  2. The CEO is responsible for:
    1. In consultation with the Board, developing the College’s strategic aims and objectives for Board approval;
    2. Preparation and presentation of the annual operating and capital expenditure budgets for Board approval; and
    3. Management and reporting of performance, including financial management reports in light of the RACGP’s strategic aims, objectives, business plans and budgets.

7.2 Structure

The CEO is responsible for changes to the College’s line management structure.

7.3 Financial Reporting and Controls

The CEO is responsible for

  1. Preparation and presentation of the Annual Report and Statutory Accounts for approval by the Board and of financial management reports and their implications for the Board;
  2. Approval of expenditure and write-offs and acceptance of grants in accordance with the instrument.
  3. Payment of pass through funding to appropriate parties as defined within contracts, grants or bequests.

7.4 Internal Controls – CEO, Public Officer and Company Secretary

The CEO is responsible for ensuring maintenance of a sound system of internal controls and risk management on the Board’s behalf, including:

  1. Implementing, reporting on, and reviewing the effectiveness of the College’s internal controls, including its risk management framework;
  2. Executing and reporting on the RACGP’s strategy and objectives.

The Public Officer is the RACGP’s representative to the Australian Taxation Office and is responsible for the company's obligations under section 252 of the Income Tax Assessment Act 1936 (C’th).

The Company Secretary is responsible for

  1. Providing advice to the directors and officers in relation to the requirements of the Corporations Act and other corporate law regulations, the RACGP’s Constitution, regulations and policies;
  2. Advising the Board, its committees and individual directors on corporate governance principles and plans, and the implementation of governance programs;
  3. Acting as the chief administrative officer of the RACGP;
  4. Communicating the instructions of the Board, assisting the Board through the implementation of corporate compliance strategies and giving practical effect to the Board’s decisions; and
  5. Communicating with regulators with respect to corporate governance related matters, including annual returns and corporate records.

7.5 Contracts

The CEO is responsible for:

  1. Execution and delivery of capital projects;
  2. Management of loans;
  3. Management of acquisitions and disposals of fixed assets;
  4. Management of approved financial investments; and
  5. Approval of contracts and grants
  6. in accordance with the instrument.

7.6 Communication

The CEO is responsible for managing external communications in accordance with the instrument.

7.7 Appointments

The CEO is responsible for the appointment of staff and approval of staffing changes and associated HR functions such as workforce planning and staff appraisals, staff remuneration and compliance with the Enterprise Agreement.

7.8 Policies

The CEO is responsible for implementing and reporting on the effectiveness of the College’s operational policies and its main strategic policies promulgated by the Board.

8. Delegation

To ensure the efficient operation of the RACGP, the Board delegates certain powers and functions to positions described in the Instrument of Delegation in the Schedule to this policy.

A delegation cannot be exercised where the Board member has a conflict of interest and exercise of the delegation will result, either directly or indirectly, in any tangible benefit to the Board member. In such circumstances, the relevant processes under the Constitution and relevant law will be followed.

Where the CEO has a conflict of interest as a result of the delegation, the CEO must nominate an appropriate staff member to exercise the delegation in his/her stead, in accordance with clause 9.

9. Further Delegation

The CEO may, for the efficient management and proper operation of the RACGP, delegate in their sole discretion any of the individual responsibilities contained within the Instrument of Delegation to other appropriate employees. This further delegation of responsibilities does not release the Chief Executive Officer from overall responsibility to the Board.

10. Amendment of this Policy

The Board may make amendments to this policy at any time.

11. Responsibilities

Board

Responsible for approval of policy, granting, varying and reviewing delegations and reviewing compliance with delegations.

CEO

Must comply with the policy.

Delegates

Must comply with the policy. Must exercise delegations within specified limits.

Members

Must comply with the policy

12. Glossary

Board Policies

Strategic policies promulgated by the Board to implement the Constitution.

Master Services Agreement

A head contract with a supplier of goods or services where:

  • the value of the goods or services to be provided is not known at the time of signing the head contract;
  • the goods and services are to be provided under a subsidiary contract on a case by case basis; and
  • the subsidiary contract relies on the terms and conditions in the head contract.

A Master Services Agreement does not include the head contract known as “PayGP” or any successor system which performs substantially the same functions.

Operational Policies

Non Board policies created by the business.

Pass Through Funding

Monies paid to the RACGP on condition that the RACGP disburse those monies at the direction of the originator of the funds.

13. Related Documents, Legislation and Policies

RACGP Constitution

Corporations Act 2001  (C’th)

Australian Charities and Not-for-profits Commission Act 2012 (C’th)

RACGP Conflicts of Interest Policy

14. Policy Review and Currency

This policy will be reviewed every two years from the last approval date. This policy supersedes the previous delegations policy, RACGP Delegations of Authority dated May 2018.

Schedule

Instrument of Delegation

The Board of the RACGP delegates the powers and functions specified in Column 2 of the Table to the persons occupying the positions in Column 1 of the Table subject to the limitations identified in Column 3 of the Table. All delegations in this Table are subject to Clause 4 of this policy.

The following general principles apply to delegations:

  1. When exercising a delegated authority, delegates must exercise that Authority in accordance with the law, the company’s policies and procedures and any conditions attached to the delegation;
  2. The delegate must ensure that for each transaction (individually and in the aggregate) subject to authorisation:
  3. The expenditure is for a proper purpose in the conduct of business for the company;
  4. The exercise of authority does not give rise to a conflict of interest;
  5. Unless otherwise specified, powers are delegated to a position and not to a person;
  6. Where the title of a position changes but the responsibilities assigned to the position do not change, the powers delegated to the formerly named position continue to be so delegated to the re-named position until such time as the Board otherwise determines;
  7. Unless otherwise specified, an authority delegated to a position extends to any person acting in the position;
  8. A delegate must not exercise their delegated authority if in doing so they would personally benefit or it creates a conflict of interest;
  9. In exercising a delegated authority to execute a contract, agreement or otherwise commit the company, employees are to ensure that entry into the contract has been approved by a party with appropriate authority and are to ensure that satisfactory legal and commercial due diligence has been undertaken (e.g. contract review by General Counsel) prior to signature and signed correctly (i.e. by authorised persons);
  10. A person who approves a transaction beyond their delegation limit will be in breach of this Policy and potentially commits misconduct; and
  11. The authority to approve a transaction is taken to include the authority to terminate or cancel a transaction.

Table

Position

Function and Power

Conditions

Chair of the Board (Chair)

Approval of CEO and Directors’ travel plans and expenses

Cannot approve the Chair’s own travel plans and expenses.

Approval of CEO leave and professional development

 

Approval of issue of RACGP credit card in name of the CEO and monthly approval of charges to the card

 

Approval and execution of contracts for the appointment of consultants to the Board up to $300,000 ex GST in value

Cannot approve any Master Services Agreement of any value

Chair of the Board, President and Vice-President Jointly

Endorsement of externally communicated position statements.

The Chair or President may further delegate this power and function in writing.

President and CEO Jointly

Approval of the content and delivery of external media communications

 

Censor-in-Chief

Decisions about conditions attached to and eligibility to sit exams

 

Decisions in relation to educational misconduct

Decisions must be made in accordance with the Educational misconduct policy.

A combination of any 2 of the following: Chair of the Board, President, Vice President or Chair of Finance, Audit and Risk Management Committee (FARM)

All Operating and Capital Expenditure items above $300,000 up to $1 million excluding GST

The exercise of the Directors’ delegation between Board meetings is subject to and fettered by any prior resolutions made by the Board. Where the 2 Directors exercise their delegation, they must inform the Board at the next Board meeting following the exercise of the delegation.

Commencement of litigation or settlement of legal claims above $30,000 excluding GST

 

Approval of expenditure and execution of contracts and deeds on any one item or committed amount per supplier with a value of above $300,000 up to $1 million excluding GST

Cannot approve any Master Services Agreement of any value.

Banking facilities – opening or closing of bank accounts.

 

Chair of Finance, Audit and Risk Management Committee

Approval of the Chair’s travel plans and expenses

 

Company Secretary

Execute contracts on behalf of the organisation once approved by the Board

 

Execute contracts for the appointment of consultants to the Board up to $300,000 with the Chair’s written approval

 

Investment Advisor

Approval of any changes within the RACGP’s existing investment portfolio of less than a cumulative value of $1 million ex GST in any financial year

Subject to the parameters outlined within the Treasury and Investment Policy.

CEO

All powers necessary and convenient to carry out the CEO’s role as described in this policy

The CEO may further delegate any of these powers and functions in writing

Payment of employee entitlements

 

All Operating and Capital Expenditure items up to $300,000 excluding GST

Cannot approve any Master Services Agreement of any value

Commencement of litigation or settlement of legal claims of $30,000 or less excluding GST following advice of the General Counsel

 

Approval of expenditure on any one item or committed amount per supplier with a value of $300,000 or below excluding GST

 

Approval of any debt write-offs of $100,000 or less excluding GST

 

Approval of acquisitions or disposals of major fixed assets with a value of $300,000 or less excluding GST

 

Approval of any contract generating revenue with a value of $5 million or less excluding GST where the RACGP does not incur expenditure in excess of $300,000 excluding GST

 

Roll over of existing investments of Short Term Placement Funds within established parameters set by the Treasury and Investment Policy of $30 million or less excluding GST in aggregate in any financial year

 

Employment and remuneration of staff

 

Approval of operational policies

Cannot approve own remuneration

Payment of pass through funding as authorised by contract or other instrument

Cannot terminate executive level staff without the Chair’s approval

Removal of banking facility authorisers other than Directors