National Disability Insurance Agency Board Charter

FOI 25/26-1441 - DISCLOSURE LOG DOCUMENT 1

1. Overview

The National Disability Insurance Agency Board (Board) is the governing body of the National Disability Insurance Scheme Launch Transition Agency (Agency) established under the National Disability Insurance Scheme Act 2013 (Act). The Board is also the Accountable Authority of the Agency under the Public Governance, Performance and Accountability Act 2013 (PGPA Act).

2. Roles and responsibilities

The functions of the Board are to:

ensure the proper, efficient and effective performance of the Agency’s functions
determine objectives, strategies and processes to be followed by the Agency, and
any other functions conferred on the Board by or under the Act, associated regulations or an instruments made under the Act, and any other law of the Commonwealth.

The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.

Anything done in the name of, or on behalf of, the Agency by the Board, or with the authority of the Board, is taken to have been done by the Agency.

The Board may:

seek any information it requires from any NDIA employee or external party, and
obtain outside legal or other professional advice with the approval of the Board chairman.

Matters to be considered in performing functions

In performing its functions, the PGPA Act requires that the Board have regard to:

governing the Agency in a way that provides for:
- the proper use and management of public resources (in a way that is not inconsistent with the policies of the Australian Government)
- the achievement of the purpose of the Agency, and
- the financial sustainability of the National Disability Insurance Scheme and the Agency
establishing and maintaining systems relating to risk and control
encouraging co-operation between officials of the Agency and others, and
keeping the Minister for the National Disability Insurance Scheme (Commonwealth Minister) and the Minister for Finance informed of the activities of the Agency.

The Board must also have regard to:

any statement given by the Commonwealth Minister setting out strategic guidance for the Agency
relevant actuarial analysis and advice
relevant advice and reports provided by the Audit Committee, Risk Committee, People and Remuneration Committee and the Sustainability Committee for the Agency

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formal advice of the Independent Advisory Council, and
recommendations to the Board as to the effectiveness of NDIA’s key human resources management policies, including its diversity policies.

3. Composition

The Board consists of the Chairman and up to 11 other members appointed by the Commonwealth Minister after consultation with, and in the case of members with the support of, the States and Territories.

4. Meetings

Convening meetings

The Board must hold the meetings that are necessary for the efficient performance of its functions. The Chairman has responsibility for convening meetings and must convene at least four meetings each calendar year.

Presiding at meetings

The Chairman will preside over all meetings at which he or she is present. If the Chairman is not present the director nominated by the Chairman presides or if no member has been nominated by the Chairman, the other directors present must appoint one of themselves to preside.

Quorum

At a meeting of the Board, a quorum is constituted by a majority of directors.

However, if:

a director has a material conflict of interest and is required not to be present during deliberations or decision on a matter, and
when the member leaves the meeting and there is no longer a quorum present, then
the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.

Voting at meetings

Voting on an issue at a well-functioning board is unusual. However, if that eventuality arises, a decision is to be determined by a majority of the votes of the directors present and voting. The member presiding at a meeting has a deliberative vote and, if the votes are equal, a casting vote.

Secretariat

An employee of the Agency will fulfil the role of Board Secretary, and will be responsible for developing, under instruction from the Chairman and the CEO, an agenda for each meeting. The Board Secretary will also ensure that papers are provided to directors at least five and desirably seven days in advance of a meeting.

The Board Secretary will attend Board meetings for the purposes of keeping an accurate record, but will not take part in the meeting. Minutes will be compiled, approved by the Chairman and distributed to all directors within seven working days of the meeting taking place.

Attendance

The Chief Executive Officer (CEO) will attend all meetings of the Board unless a conflict of interest arises.

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At the invitation of the Chairman members of the NDIA Executive Leadership Team will be invited to attend on an as needed basis.

At the invitation of the Chairman or on the advice of the CEO, other relevant stakeholders can be invited to attend the Board meeting for relevant agenda items.

5. Decisions without Meetings

The Board has determined that it can make decisions without a meeting in the following circumstances:

all directors have been informed of the proposed decision (or reasonable efforts have been made to inform all members), and
a majority of directors entitled to vote on the proposed decisions indicate agreement.

Directors are to indicate agreement to a decision by providing written advice to the Board Chairman and Board Secretary of their agreement to the proposed decision. This can be done by electronic signature or by email.

6. Committees

The Board has convened the following committees:

Sustainability Committee: to assist the Board to fulfil its functions in assessing, monitoring, reporting on and managing the financial sustainability of the Scheme.
Audit Committee: to assist the Board in ensuring there is an appropriate internal control framework for the Agency, compliance with legislative obligations and to manage interactions with the Australian National Audit Office.
Risk Committee: to assist the Board in ensuring the Agency has in place systems, policies and procedures to promote compliance with the Risk Management Rules and to provide advice to the Board in relation to sign-off of the Risk Management Declaration.
Information, Communication, Technology and Digital (ICTD) Committee: to assist the Board in the management and oversight of the Agency ICT solution including by advising the Board across its responsibilities for the design, development, delivery and performance of the ICT strategy and systems to support the Agency.
People and Remuneration Committee: to assist the Board in managing elements of its functions around people and remuneration including by considering the performance and appointment of the CEO, organisational structure of the Agency, people development and performance metrics.

The Board will annually confirm membership and charters of each Committee.

All directors may attend any meeting of any committee or request a copy of any committee paper.

Minutes will be kept of the meetings of each committee and provided to all directors within two weeks of the meeting.

7. Relationship with the Commonwealth Minister

The Commonwealth Minister has the power to give a direction to the Agency about the performance of its functions with which the Agency must comply.

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The Commonwealth Minister also has the power, with the agreement of the states and territories, to issue a statement setting out strategic guidance for the Agency to which the Board must have regard.

The Board has a duty to keep the Commonwealth Minister and Finance Minister informed as follows:

keep the Commonwealth Minister informed of the activities of the NDIA
give the Commonwealth Minister or the Finance Minister any reports, documents and information in relation to those activities as that Minister requires
notify the Commonwealth Minister as soon as practicable after the NDIA makes a significant decision in relation to itself
give the Commonwealth Minister reasonable notice if the NDIA becomes aware of any significant issue that may affect the NDIA, and
notify the Commonwealth Minister as soon as practicable after the NDIA becomes aware of any significant issue that has affected the NDIA.

8. Relationship with the Independent Advisory Council

The Independent Advisory Council (IAC) is established under the NDIS Act with the objective of providing (on its own initiative or at the request of the Board) advice about the way in which the Agency delivers the Scheme.

If the IAC provides advice to the Board, the Board must have regard to the advice in carrying out its functions. The Board must also provide a copy of that advice and a statement setting out actions in response to the advice to the Council of Australian Governments Disability Reform Council.

9. Relationship with management

The Board and CEO have distinct roles set out under the Act. Specifically, the CEO is responsible for the day-to-day administration of the Agency and holds sole decision-making authority in relation to certain elements of the Scheme such as deciding an individual’s access to the Scheme, approving participant plans, revoking access for participants and registering providers.

In other regards, the Board will establish clear delegations for management, including indicating which powers it reserves to itself. Such delegations will be in written form. In addition, the Board may give written directions to the CEO about the performance of his or her duties with which the CEO must comply.

The Board may also give an instruction to any official of the Agency about any matter relating to finance law.

10. Performance evaluation

The Board will conduct a board review on an annual basis. This review will be conducted by an external party at least once every three years.

Six months prior to a director’s term of appointment ending the Board will undertake a board skills and competencies analysis and provide advice to the Commonwealth Minister on the mix of skills and competencies of the Board.

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11. Conflicts of interest

Directors must disclose details of any material interest that relates to the affairs of the Agency. Directors will be asked to complete a statement of interests upon taking up their role which will be added to the standing register of interests.

The Board Secretary will circulate an annual declaration of interest form to directors for completion. Directors are required to advise the Board Secretary of any changes to their declarations as they arise. Changes to the register of interests will be tabled at the next Board meeting.

Where a conflict of interest exists with respect to a particular agenda item, the director will not receive a paper in relation to that agenda item. At the meeting, the Board will determine if there is value in the member participating in the discussion, and the process by which the member participates in the discussion, according to the nature of the conflict.

As required by the Act, directors must not engage in paid employment that, in the Minister’s opinion, conflicts or may conflict with the proper performance and the member’s duties.

12. Conduct and values

Directors will, in all activities associated with their service on the Board, act in a way that upholds and reinforces the values of the Agency and its Code of Conduct.

Records management

Owner	Last updated
Christopher `redacted: s47F - personal privacy` Board Secretary	June 2021

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