FOI 25/26-1441 - DISCLOSURE LOG DOCUMENT 3
Board Charter
1. Overview
The National Disability Insurance Agency Board (the Board) is the governing body of the National Disability Insurance Agency (NDIA or the Agency) established under the National Disability Insurance Scheme Act 2013 (the NDIS Act).
The Board is also the Accountable Authority of the Agency under the Public Governance, Performance and Accountability Act 2013 (the PGPA Act).
The Board is committed to ensuring the Agency’s functions are performed properly, efficiently and effectively to deliver for participants of the National Disability Insurance Scheme (Scheme), their families and carers, and the broader Australian community. The Board is also committed to ensuring the Agency provides a safe and inclusive workplace.
The Board has adopted this Charter to describe its role and functions and to outline the way they will be discharged. This Charter provides a framework for the operation of the Board.
2. Role and responsibilities
The Board is responsible for:
- ensuring the proper, efficient and effective performance of the Agency’s functions
- determining the objectives, strategies and processes to be followed by the Agency
- any other functions conferred on the Board by or under the NDIS Act, associated regulations or instruments made under the NDIS Act, and any other law of the Commonwealth.
As the Accountable Authority of the Agency, the Board is also responsible for:
- establishing and maintaining systems of risk management oversight and control
- encouraging cooperation between officials of the Agency and others to achieve common objectives
- keeping the Minister for the NDIS, the Minister for Finance and the Ministerial Council informed of the activities of the Agency, including through quarterly and annual reporting.
In performing its functions, the Board will govern the Agency in a way that ensures:
- the proper use and management of public resources
- the achievement of the purposes of the Agency
- the financial sustainability of the Agency.
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The Board must also have regard to:
- any statement given by the Minister for the NDIS setting out strategic guidance for the Agency
- relevant actuarial analysis and advice
- relevant advice and reports provided by the committees of the Board
- advice of the Independent Advisory Council.
When imposing requirements on others in relation to the use or management of public resources, the Board must take into account the risks associated with that use or management, and the effects of imposing those requirements.
3. Authority
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.
4. Membership
The Board consists of the Chair and up to 11 other members appointed by the Minister for the NDIS in accordance with section 127 of the NDIS Act.
5. Meetings
Convening meetings
The Board must hold the meetings that are necessary for the efficient performance of its functions. The Chair will convene at least four meetings each calendar year.
Presiding at meetings
The Chair will preside at all meetings at which they are present. If the Chair is not present, the Board member nominated by the Chair presides or, if no member has been nominated by the Chair, the other members present must appoint one of themselves to preside.
Quorum
At a meeting of the Board, a quorum is constituted by a majority of members.
However, if:
- a member 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.
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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
Where voting is required, a decision will be determined by a majority of the votes of the members present and voting. The member presiding at a meeting has a deliberative vote and, if the votes are equal, a casting vote.
Secretariat
The Agency will provide secretariat support for the Board. The Board Secretariat will:
- maintain a workplan for the Board and its committees
- prepare meeting agenda for consideration by the CEO and Board or Committee Chair
- ensure that papers are provided to members at least five working days before a meeting
- ensure that papers and other collateral provided to the Board is useable and accessible
- record and coordinate the resolution of matters arising from Board and committee meetings
- provide administrative and other support to Board members as required.
The Board Secretariat will attend Board and committee meetings for the purposes of keeping an accurate record but will not take part in the meeting. Minutes will be compiled, approved by the Chair and distributed to all members within seven working days of a meeting.
Attendance
The CEO and relevant member(s) of the Strategic Leadership Team (SLT) will attend all meetings of the Board unless a conflict of interest arises.
Other Agency employees may attend for their item(s) only, unless otherwise invited by the CEO or requested by the Board in consultation with the CEO.
Decisions without meetings
The Board can make decisions without a meeting in the following circumstances:
- all members have been informed of the proposed decision (or reasonable efforts have been made to inform all members), and
- a majority of members entitled to vote on the proposed decisions indicate agreement.
Members are to indicate agreement to a decision by providing written advice to the Board Chair and Board Secretariat of their agreement to the proposed decision. This can be done by electronic signature or by email.
6. Committees
The Board has established the following committees:
- Sustainability Committee: to assist the Board to fulfil its functions in assessing, monitoring, and reporting on the financial sustainability of the NDIS.
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- 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. The Risk Committee will also assist the Board in management and oversight of risks pertaining to the Agency’s major ICT projects and solutions.
- Strategic Direction and Participant Outcomes Committee: to assist the Board in developing strategic direction and vision for the Agency and provide oversight and accountability for how the Agency is delivering against the committed vision and direction, including considering options to address outcomes of actuarial reports and projections, and other relevant reports.
The Board has also established a Working Group to assist the Board in the preparation of Quarterly Reports to the Ministerial Council.
The Board will review the membership and charters of each committee annually. All members 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 members within two weeks of the meeting.
7. Relationship with the Minister for the NDIS
The Minister for the NDIS (the Minister) may, with the agreement of the Commonwealth, states and territories, give the Board a written statement setting out strategic guidance for the Agency.
The Board has a duty to keep the Minister and Finance Minister informed as follows:
- keep the Minister informed of the activities of the Agency
- give the Minister or the Finance Minister any reports, documents and information in relation to those activities as that Minister requires
- notify the Minister as soon as practicable after the Agency makes a significant decision in relation to itself
- give the Minister reasonable notice if the Agency becomes aware of any significant issue that may affect the Agency
- notify the Minister as soon as practicable after the Agency becomes aware of any significant issue that has affected the Agency.
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 Ministerial Council.
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9. Relationship with the Agency
The Board and CEO have distinct roles set out under the NDIS Act. Specifically, the CEO is responsible for the day-to-day administration of the Agency and has powers under the NDIS Act 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.
The Board may give written directions to the CEO about the performance of their 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. Review
The Board will review this charter on an annual basis. This review will be conducted by an external party at least once every three years.
11. Conflicts of interest
Under the PGPA Act and the PGPA Rules, Board Members must disclose details of any material personal interests they have as soon as practicable, unless the material personal interest relates to:
- their remuneration as an NDIA Board Member
- their insurance against liability as an NDIA Board Member, or
- a payment or contract relating to an indemnity permitted under the PGPA Act.
The PGPA Rule provides that Board members must provide details of:
- the nature and extent of the material personal interest, and
- how the material personal interest relates to the affairs of the NDIA Board.
Board members will be asked to complete a declaration of interests upon taking up their role, and again at least every 12 months during their tenure, which will be added to the standing register of interests.
At each meeting, Board members must disclose details of any material interest that may apply to specific matters on the meeting agenda and ensure that the disclosure is recorded in the minutes of that meeting.
If a Board member has declared a ‘material personal interest’, and a matter is being considered at a Board meeting which relates to their interest, to avoid a conflict of interest arising the Board member must not:
- be present while the matter is being considered at the meeting, or
- vote on the matter.
Board members are required to advise the Board of any changes to their declarations as they arise. Changes to the register of interests will be tabled at the next Board meeting.
The Board (excluding any conflicted members) will consider what action is required in response to any actual, potential or perceived conflict of interest disclosed by a member and the approval of any action requires the agreement of the majority of the Board (excluding any conflicted members).
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The action and result of the voting of any conflict of interest will be recorded in the minutes of meeting and in the register of interests by the Board Secretariat.
12. Conduct and values
Board members will exercise their powers, perform their functions and discharge their duties with care and diligence.
In particular, Board members will:
- promote the objectives of the United Nations Convention on the Rights of Persons with Disabilities (UNCRPD)
- ensure the voices and experiences of people with disability are at the core of Board deliberations and decisions
- promote accessible and inclusive practices through the operations of the Board
- act in an objective, impartial manner, in the best interests of the Board and the Agency
- apply good analytical skills, objectivity and good judgement
- express opinions constructively and openly and raise issues that relate to the Board’s responsibilities
- develop an understanding of the Agency’s operating context and maintain a focus on participant outcomes
- contribute the time required to meet their responsibilities.
Board members will, in all activities associated with their service on the Board, act in a way that promotes and upholds the values of the Agency and the General Duties of Commonwealth Officials.
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