G3; Governance and Strategy Committee - Terms of Reference


To prescribe the Terms of Reference for the Committee.


The Governance and Strategy Committee has been established to assist and provide advice to the VFF Board to ensure the Board meets its strategic legal, ethical, and functional responsibilities. This includes a robust and effective process for reviewing strategy and policy. 


3.1 Role – the Committee has responsibility to review the VFF governance and strategy arrangements and make recommendations to the Board with respect to: 

  • The VFF Constitution and governance;
  • The VFF strategic plan, corporate strategies, and business plan;
  • Board policies;
  • Board annual performance review and succession;
  • Orientation and training for Board Directors;
  • Membership and sponsorship strategies, policies, benefits and retention;
  • Staff safety and wellbeing; and
  • VFF Culture.

3.2 Functions – in making recommendations to the Board, the Committee shall consider the requirements and guidelines of the: 

  • Corporations Act, 2001; Australian Taxation Office;
  • Australian Securities and Investments Commission;
  • VFF Constitution;
  • Board strategies and policies;
  • Organisational procedures;
  • Best practice governance;
  • VFF Member feedback;
  • Results of Board performance reviews; and
  • Other documents or information as required.

 3.3 Membership – unless determined otherwise by the Board, the Committee comprises a minimum of 3 Directors that are member of the VFF board. The Board Chair is an ex-officio member of the Committee. Board Directors that are not Committee members may attend meetings at their discretion. In the event of a vacancy, the Board may appoint a replacement member out of session by circular resolution if required. The replacement members will be appointed for the remainder of their term and a Board Director. 

3.4 Committee Chair – the Board appoints the Committee Chair. The Board chair shall not Chair the Committee. 

3.5 Meetings – the Committee shall meet between 2 and 4 times a year, and additionally as necessary to fulfill the functions of the Committee. A quorum for the Committee is the Chair and 2 Committee members. The elements of Policy G2; Board Charter related to the conduct of meetings, Director Ethics, Conflict of Interest or Duty apply to this Committee. Participation in the Committee by Members is voluntary (no sitting fee) and members pay their own personal expenses. 

3.6 Delegations and decisions – the Committee has authority to review all strategies, policies and reports relating to membership and sponsorship, but has no delegated authority for expenditure or making decisions on the behalf of the VFF Board or Management. 

3.7 Reporting – the Committee Chair will report to the Board about the Committee’s deliberations and recommendations at the next Board meeting that follows any meeting of the Committee. When approved by the Committee, meeting minutes will be provided to the Board to note. 





Policy G1; VFF Strategy and Policy Framework Policy G2; VFF Board Charter