G9; VFF Commodity Policy Councils: Terms of Reference
1. PURPOSE
This policy defines the duties, role, functions, composition, and operation of the VFF Commodity Policy Councils. The purpose is to ensure that the Commodity Policy Council’s governance, reporting and operational processes deliver the VFF’s strategy and accountabilities in accordance with the Corporations Act, 2001, the VFF Constitution and Board policies.
2. BACKGROUND
In accordance with the constitution, the Board may establish Commodity Groups, that may establish a Commodity Policy Council. The Annual General Meeting may resolve to merge or dissolve a Commodity Group at the request of any Commodity Policy Council.
The Commodity Policy Councils are established to develop, present, and preserve their own commodity policy issues.
Commodity policy issues form the external VFF public policy platform of a Commodity Group, and do not include policies maintained by the Board to deliver it’s governance, fiduciary, risk and other accountabilities in accordance with Policy G1: VFF Strategy and Policy Framework.
The governing authority of the Commodity Policy Councils is the the VFF Board.
3. POLICY
3.1. PURPOSE AND FUNCTIONS OF COMMODITY POLICY COUNCILS
3.1.1. To develop, present and preserve its own commodity policy issues.
3.1.2. To annually review the respective commodity policy of The Federation and report it to the Board.
3.1.3. To advise the VFF Policy Council when the Commodity Policy Council determines a preferred commodity policy position which may conflict with other Commodity Groups;
3.1.4. To take whatever action it may deem proper within the objects of The Federation to put into effect the policy of the Commodity Group as determined from time to time by the Commodity Policy Council;
]3.1.5. To promote the economic viability of the industry the Commodity Group represents;
3.1.6. To nominate representative(s) of the Commodity Policy Council to the Board;
3.1.7. To co-operate with, obtain representation on, or act in association with other organisations within Victoria or elsewhere and elect and or nominate representatives to such organisations if such action is only in the interests of the Members of that Commodity Group and not any other Commodity Group and advise the Chief Executive Officer of such elections or nominations;
3.1.8. To appoint sub-committees/working groups from amongst Commodity Group Members;
3.1.9. To establish the budget for the Commodity Group for the expenditure of funds allocated to the Commodity Group by the Board and for the expenditure of any funds raised by the Commodity Group over and above the base subscription provided that the funds are expended consistent with The Federation’s objects and in accordance with the Board approved budget for the Commodity Group;
3.1.10. To ensure that records of all meetings of the Commodity Policy Council are kept; and
3.1.11. To recommend to the Board any person for Honorary Life Membership or a Certificate of Merit in recognition of distinguished service rendered to the relevant Commodity Group.
3.2. DUTIES OF COMMODITY POLICY COUNCIL MEMBERS
3.2.1. To act honestly, in good faith and in the best interests of the Commodity Group and the VFF as a whole;
3.2.2. To represent member and branch and concerns and issues to the Commodity Policy Council;
3.2.3. To communicate and promote a greater awareness and understanding of VFF and Commodity Group policies amongst farmers, political and other community leaders, and to the general community.
3.2.4. To refrain from publicly criticising any agreed position agreed to by the VFF Policy Council and/ or the Commodity Group.
3.2.5. To keep informed on current issues being addressed by the VFF. This involves actively seeking information by reading, seeking advice from VFF staff, outside experts and fellow farmers.
3.2.6. To serve the collective interests of Members, employees and stakeholders with honesty and integrity.
3.2.7. To actively contribute to collective discussion, respecting the contributions of other Members, and striving to understand their perspectives and contributions.
3.2.8. To openly and constructively discuss issues, being open to freely question or challenge the views presented at meetings.
3.2.9. To prepare for meeting by reading Agendas, Reports, Briefing Notes and other relevant documents to enable informed debate on matters discussed.
3.2.10. To declare any and all conflicts of interest.
3.2.11. Represent the VFF and the Commodity Group, in a professional manner, to stakeholders (government representatives, members, media, community groups, etc) as required.
3.2.12. To maintain the confidentiality of any discussions or documents where confidentiality has been requested.
3.3. MEMBERSHIP
3.3.1. The members of the Commodity Policy Council shall be: 3.3.1.1. The Commodity Group President
3.3.1.2. The Commodity Group Vice-President
3.3.1.3. Regional representatives
3.3.1.4. Other representatives where the method of representation has been approved by the Board.
3.3.2. The CEO shall keep a list of the members of the Commodity Policy Council at all times and shall update that list at all times that the status of any member changes. The list of members shall include the date at which the member was first and last declared elected or appointed as a member of the Commodity Policy Council.
3.3.3. Commodity Policy Council member terms are for a set two (2) year period, with a limit of two (2) terms for Commodity Group President and Vice-President and four (4) terms for regional representatives.
3.4. CHAIR
3.4.1. The Commodity Group President shall act as the Commodity Group Chairperson and in his or her absence the Commodity Group Vice President shall act as the Commodity Group Chairperson. In their absence the meeting shall elect a Commodity Group Chairperson from the Members present.
3.5. PROXIES
3.5.1. Commodity Policy Council members (except for the President and Vice-President) shall have the ability to appoint proxies to meetings.
3.5.2. All proxies must be members of the Commodity Group to which Commodity Policy Council meeting they are being appointed.
3.5.3. All proxy nominations shall be submitted in writing to the Commodity Policy Council prior to the scheduled starting time of a meeting.
3.5.4. Proxies shall have the same voting and speaking rights as all other members of the Commodity Policy Council.
3.5.5. Where a member has been elected to represent a region, their proxy shall also be a member from the same region.
3.6. COMMODITY POLICY COUNCIL MEMBER ORIENTATION
3.6.1. 3.6.1 The CEO facilitates orientation of new members.
3.6.2. 3.6.2 As part of the orientation process, new members are provided with an induction manual which provides an overview of relevant policies and procedures.
3.7. MEETINGS
3.7.1. A meeting of the Commodity Policy Council may be called at any time by the Commodity Group President or:
3.7.1.1. in his or her absence by the Commodity Group Vice President; or
3.7.1.2. by not less than forty percent (40%) of Members of the Commodity Policy Council.
3.7.2. The notice, agenda and meeting papers of all meetings shall be prepared, and issued to members, by the CEO.
3.7.3. The Commodity Policy Council shall meet at such times and places as determined by the Commodity Group President. The Commodity Policy Council shall convene no less than four (4) times in a calendar year.
3.7.4. The Commodity Group President or the CEO must give at least seven (7) days’ notice to each Commodity Policy Council member to convene a meeting of the Commodity Policy Council in accordance with Clause 5 of the Constitution.
3.7.5. Such notice shall give details of the matters proposed to be raised and the time and place of the meeting.
3.7.6. When in the opinion of the Commodity Group President the Commodity Policy Council meeting is required as a matter of urgency, at least one (1) day’s prior notice of the Commodity Policy Council meeting shall be given in accordance with Clause 5 of the Constitution. The Commodity Policy Council meeting in this instance shall only deal with the urgent matter the basis of the calling of the shorter notice.
3.7.7. An agenda shall be distributed to all Commodity Policy Council members at least five (5) working days before a meeting.
3.7.8. Matters not included in the agenda may be considered provided that as much notice as practicable is given to each member of the Commodity Policy Council by the quickest practicable means.
3.7.9. A meeting of the Commodity Policy Council may be called or held using any technology determined by the Commodity Policy Council.
3.7.10. A quorum at a meeting of the Commodity Policy Council shall be at least one-half of those entitled to attend.
3.7.11. 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 may claim business expenses in accordance with Policy C2: Expenses Reimbursement.
3.8. DECISIONS
3.8.1. All decisions of the Commodity Policy Council shall be determined in the first instance on a show of hands, provided always that a division may be called for and taken on a show of hands, or if one-half or more of the persons present at any meeting so desire a question shall be decided by secret ballot.
3.8.2. The Chair shall have a deliberative and casting vote.
3.8.3. The Chair shall have the right to call for a secret ballot.
3.8.4. The Policy Council has no delegated authority for expenditure or making decisions on the behalf of the VFF Board or Management.
3.9. CIRCULAR RESOLUTIONS
3.9.1. The Commodity Policy Council may determine questions outside of meetings via a written circular resolution.
3.9.2. A circular resolution may only be submitted to the Commodity Policy Council by the CEO at the request of the Chair.
3.9.3. Any question submitted by circular resolution shall pass if the CEO receives written responses in the affirmative by all Commodity Policy Council members.
3.9.4. The CEO may use any form of technology to determine questions by circular resolution. Where that technology includes the ability to poll the members, their vote shall be taken as being a written response.
3.10. MINUTES
3.10.1. A record as minutes of all meetings must be kept. Meeting minutes are the official record of who was in attendance, what decisions were made and agreed actions, and all other consequential events that occurred during the meeting. Minutes should not be a verbatim account of every commentary in the meeting.
3.10.2. When minutes are approved by the Commodity Policy Council, they are signed by the Chair of the meeting and may not be further amended. When finalised, minutes are retained in archive indefinitely while the entity exists.
3.10.3. Draft minutes shall be produced and presented to the Chair following any meeting within 14 days of the meeting in question.
3.10.4. Minutes are to be taken and recorded by any member of staff delegated by the CEO for all Commodity Policy Council meetings.
3.11. REPORTS
3.11.1. At each meeting of the Commodity Policy Council a report shall be presented by: 3.11.1.1. The Commodity Group President;
3.11.1.2. Any member who has been appointed to represent the Commodity Group to any Peak Industry Council; and
3.11.1.3. Any sub-committee or working group.
3.12. PEAK INDUSTRY COUNCILS – MEMBERSHIP & AFFILIATION
3.12.1. A Commodity Policy Council may seek membership or affiliation to any Peak Industry Council or similar organisation to which the members of that Commodity Group share a direct interest, and that interest is exclusive to the Members of that Commodity Group and no other.
3.12.2. Where the representation of the VFF and the Commodity Group is dependent upon the payment of any membership or affiliation fees, membership or affiliation and the payment of any fees shall be subject to approval by the Board.
3.13. PEAK INDUSTRY COUNCILS – REPRESENTATIVES
3.13.1. A Commodity Policy Council may appoint any member of the respective Commodity Group to represent the VFF and the Commodity Group on any Peak Industry Council (board, council or committee) to which the Commodity Group has a right to be represented. A Commodity Policy Council shall have the right to revoke the membership of a representative to any such body.
3.13.2. In appointing such a representative, the Commodity Policy Council shall determine the method of selection and appointment.
3.13.3. Where a proxy or alternate member of such a body may be appointed, the Commodity Council President shall have the right to make such appointment.
3.13.4. A representative to a Peak Industry Council shall be required to observe the same duties as required for Commodity Policy Councilors.
3.13.5. A representative to a Peak Industry Council shall take all reasonable steps to ensure they faithfully represent the policy position of the VFF and the respective Commodity Group.
3.13.6. A representative to a Peak Industry Council shall provide a report to each meeting of the Commodity Policy Council and may attend and speak at any part of a meeting where they have been invited to do so by the Chair.
3.13.7. A representative to a Peak Industry Council shall ensure they promptly inform the Commodity Group President about any matter which is likely to affect the VFF and/or its members, subject to any confidentiality requested by the Peak Industry Council.
3.13.8. A Commodity Policy Council shall advise the Chief Executive Officer any appointments made to a Peak Industry Council, and the Chief Executive Officer shall keep a register of all such appointments.
3.14. SUB-COMMITTEES
3.14.1. A Commodity Policy Council may establish any sub-committee or working group by establishing terms of reference and shall determine the method for appointing any members who shall be members of the respective Commodity Group.
3.14.2. Sub-committee terms of reference should include: 3.14.2.1. The purpose and functions of the sub-committee
3.14.2.2. The reporting date for the sub-committee
3.14.3. All sub-committee members shall observe the same duties required of Commodity Policy Council members.
4. ACCOUNTABILITY
VFF CHAIR
VFF CEO
5. RELATED POLICIES / PROCEDURES
Policy G1: Strategy and Policy Framework
Policy G2: Board Charter
Policy G6: VFF Policy Council Terms of Reference
Policy C2: Expenses reimbursement