Terms of Reference
The Board is to comprise:
- two nominees from UQ;
- two nominees of Queensland Health
- the QHFSS Director (ex-officio member);
- a recognised expert with international standing in environment health risk assessment and environmental toxicology (expert member) jointly appointed by UQ and Queensland Health for the period of 3 years; and
- a person appointed by the Board, having regard to the desired skills mix on the Board including skills of strategic and financial management.
- A party may replace its nominee to the Board at any time by written notice to the Chair.
- The determination as to which Board member is Chair of the board will be made by the Board.
- The term of the Chairperson is to be for 3 years with the option of an extension for a further 2 years as determined by the Board.
- Tenure of members' appointment to be determined by the Board.
Cessation of Directorship
A person ceases to be a member of the Board if the person:
- is removed from office pursuant to clause (a);
- if the person is subject to assessment or treatment under any mental health law and the Board resolves that the person should cease to be a member of the Board;
- is disqualified from acting as a director under the Corporations Act.
- is absent from Board meetings for a continuous period of six months without leave of absence from the Board and the Board does not resolve that the person should not cease to be a member of the Board.
Subject to any statutory, legal and equitable duties, a member of the Board may:
- represent the interests of and act on the wishes of, the party that nominated him or her;
- disclose to and discuss with the party that nominated him or her any information he or she obtains in the course of acting as a member of the Board.
Attendance of advisers
Each nominated member of the Board shall be entitled to have a reasonable number of advisers present at Board meetings provided the nominated member gives prior notice to each other member of the Board of his or her intention to exercise such right. An adviser may be excluded from any Board meeting by a resolution of the Board.
The role of the Board is to:
- set and monitor the strategic direction of the Centre in accordance with this Agreement;
- ensure proper control of the Centre's financial arrangements, including approving budgets and monitoring financial performance;
- set research priorities for the Centre in accordance with this Agreement and monitor research outcomes;
- establish key performance indicators for the Centre and monitor the Centre's performance against the indicators;
- establish the Committee and other committees as required, and monitor their performance;
- give directions as to the manner in which the Director shall fulfil the Director's obligations'
- monitor the performance of the Director; and
- perform other functions specified in this Agreement.
Negation of authority to amend
The Board shall not be empowered to make or authorise any amendments to or the variation of any term, condition or provision of this document.
The following meeting procedures will apply:
- the Board will meet at least twice a year;
- the Chair will decide the time and place of Board meetings;
- a quorum of members is equal to half the total membership plus one, so long as the quorum includes at least one Queensland Health and one UQ nominee;
- in the Chair's absence the members may elect another member to chair the meeting;
- unless the Board agrees a unanimous vote is required, voting is to be decided by majority voting, with all members to have one vote and the Chair a casing vote;
- minutes are to be kept of meetings;
- any member with an interest in the matter to be considered by the Board that would conflict with the proper performance of their role as a member, must declare the interest to the meeting;
- unless the Board directs otherwise, a person with a declared conflict of interest in a matter must not be present at a meeting when the matter is discussed or participate in any decision on the matter; and the Director may attend meetings of the Board, as determined by the Board.
|Chair||Mr Greg Shaw|
|UQ Nominees||Professor Bruce Abernathy|
|Recognised Experts||Dr Sophie Dwyer
Mr Max Pascoe
|Director||Professor Matti Lang|
|Centre Manager||Ms Leanne Brennan|
|Secretary||Ms Robyne Anderson|
Friday, 3 May 2013, 11.30-1.30pm;
Friday, 22 November 2013, 12.00pm – 2.00pm