A4; Policy Council Terms of Reference

 1. PURPOSE 

This policy defines the duties, role, functions, composition and operation of the VFF Policy Council. The purpose is to ensure that the Council’s governance, reporting and operational processes deliver the VFF’s strategy in accordance with the Corporations Act, 2001, the VFF Constitution and Board policies. 

2. BACKGROUND 

The Policy Council is established by the Board under the VFF Constitution with its primary responsibility being to develop, present and preserve the general policy of the VFF. 

General policy is the external VFF public policy platform and does 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 Policy Council is the VFF Board. 

3. POLICY 

3.1 FUNCTIONS 

3.1.1 To develop, present and preserve the general policy of The Federation; 

3.1.2 To annually review the general policy of The Federation and report it to the Board; 

3.1.3 To regularly review the general policy objectives of The Federation. 

3.1.4 To refer all matters of general policy specifically concerning a particular Commodity Policy Council or Issues Advisory Committee to the relevant Council or Committee; 

3.1.5 To decide how to manage conflict on a general policy position between Commodity Policy Councils and/or Issues Advisory Committees; 

3.1.6 To review and approve all recommendations submitted for debate at the Federation Conference; and 

3.1.7 Establish Issues Advisory Committees to advise the Policy Council on matters of policy. 

3.2 DUTIES OF POLICY COUNCIL MEMBERS 

3.2.1 To act honestly, in good faith and in the best interests of the VFF as a whole. 

3.2.2 To represent member, branch and commodity council concerns and issues to the Policy Council 

3.2.3 To communicate and promote a greater awareness and understanding of VFF policies amongst farmers, political and other community leaders, and to the general community. 

3.2.4 To maintain solidarity with all positions agreed to by the Policy Council and to refrain from publicly criticizing any agreed position. 

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 Policy Council 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, 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 Policy Council shall be: 

(a) The President 

(b) The Vice-President 

(c) All Commodity Group Presidents or their Nominees 

(d) The Chairs of all Issues Advisory Committees or their Nominees 

(e) The President of the VFF Industrial Association or their Nominee 

3.3.2. The Policy Council shall have the power to appoint members to the Policy Council on a temporary basis. 

3.3.3 Nominees shall be appointed in writing to the Policy Council and serve at the pleasure of the respective Chair to whom they represent. 

3.3.4 Nominees shall enjoy the same rights as all other members of the Policy Council subject to any other provision under this policy. 

3.3.5 A Commodity Group President, Chair of an Issues Advisory Committee or the President of the VFF Industrial Association shall have the right to revoke the membership of a Nominee to the Policy Council at any time by writing to the Policy Council. P a g e | 3 

3.3.6 The CEO shall keep a list of the members of the Policy Council at all times and shall update that list at all times that the status of any member or their nominee changes. 

3.3.7 Policy Council member terms are for a set two year period, with a limit of two terms in that role. 

3.4 CHAIR AND DEPUTY CHAIR 

3.4.1 The Chair of the Policy Council shall be the VFF President as of right who is appointed by a vote of VFF members in accordance with the Constitution; 

3.4.2 The Board Deputy Chair shall be the VFF Vice President as of right who is appointed by a vote of VFF members in accordance with the Constitution; and 

3.4.3 The President shall be Chair of meetings of the Policy Council and failing the President, the Vice President shall be the chairperson, and in their absence, the meeting shall elect a chairperson from among the Members present. 

3.5 PROXIES 

3.5.1 Only Commodity Group Presidents and Chairs of Issues Advisory Committees shall have the right to appoint proxies to meetings. 

3.5.2 All proxy nominations shall be submitted in writing to the Policy Council prior to the scheduled starting time of a meeting. 

3.5.3 Proxies shall have the same voting and speaking rights as all other members of the Policy Council. 

3.5.4 Where a Nominee has been selected by a Commodity Group President or the Chair of an Issues Advisory Committees, that Nominee shall not have the power to appoint any proxy. 

3.5.5 A Commodity Group President or Chair of an Issues Advisory Committee who has appointed a Nominee to the Policy Council may appoint a proxy to a meeting where their Nominee is unable to attend the meeting. 

3.5.6 A Commodity Group President or Chair of an Issues Advisory Committee Association shall make reasonable enquiries as to the availability of their Nominee to attend a meeting before appointing any proxy. 

3.6 QUORUM 

3.6.1 A quorum at a meeting of the Policy Council shall be at least one-half of those entitled to attend. 

3.7 NEW MEMBER ORIENTATION 

3.7.1 The CEO facilitates orientation of new members. 

3.7.2 As part of the orientation process, new members are provided with an induction manual which provides an overview of relevant policies and procedures. 

3.8 MEETINGS 

3.8.1 The President or the CEO must give at least seven days’ notice to each Policy Council member to convene a meeting of the Policy Council. 

3.8.2 Such notice shall give details of the matters proposed to be raised and the time and place of the meeting. 

3.8.3 In cases of urgency, a meeting of the Policy Council may be held without the notice required provided that as much notice as practicable is given to each member of the Policy Council by the quickest practicable means. The Policy Council meeting in this instance shall only deal with the urgent matter which is the business of calling the meeting. 

3.8.4 An agenda shall be distributed to all Policy Council members and Nominees at least five working days before a meeting. 

3.8.5 Matters not included in the agenda may be considered provided that as much notice as practicable is given to each member of the Policy Council by the quickest practicable means. 

3.8.6 The Policy Council shall convene no less than four times in a calendar year. 

3.8.7 A meeting of the Policy Council may be called or held using any technology determined by the Policy Council. 

3.8.8 The elements of Policy G2; Board Charter related to the conduct of meetings, Director Ethics, Conflict of Interest or Duty also apply to the Policy Council. 

3.8.9. The notice, agenda and meeting papers of all meetings shall be prepared, and issued to members, by the CEO. 

3.9 DECISIONS 

3.9.1 All decisions are made via a vote of the Policy Council. Votes shall be conducted by a show of hands from among the members present. 

3.9.2 A vote may be determined by a secret ballot if a request is made to the Chair. 

3.9.3 The Chair shall have a deliberative and casting vote. 

3.9.4 The Policy Council has no delegated authority for expenditure or making decisions on behalf of the VFF Board or Management. 

3.10 CIRCULAR RESOLUTIONS 

3.10.1 The Policy Council may determine questions outside of a meeting via a written circular resolution. 

3.10.2 A circular resolution may only be submitted to the Policy Council by the CEO at the request of the Chair. 

3.10.3 Any question submitted by circular resolution shall pass if the CEO receives written responses in the affirmative by all members of the Policy Council. 

3.10.4 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. 

3.11 MINUTES 

3.11.1 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. 

3.11.2 When minutes are approved by the Policy Council, they are signed by the Chair and may not be further amended and shall be submitted to the next meeting of the Board. 

3.11.3 When minutes are finalised, they shall be retained in archive indefinitely while the entity exists. 

3.11.4 Minutes are to be taken and recorded by any member of staff delegated by the CEO for all Commodity Policy Council meetings. 

3.12 REPORTS 

3.12.1 At each meeting of the Policy Council a report shall be presented by: 

(a) The President 

(b) The Chair of any Issues Advisory Committee. 

3.13 ISSUES ADVISORY COMMITTEES 

3.13.1 The Policy Council shall establish Issues Advisory Committees to advise the Policy Council on matters of general policy. 

3.13.2 The Policy Council shall establish a special Issues Advisory Committee to be called the Water Council which shall include representative members elected from the regions determined by the Policy Council. 

3.13.3 Pursuant to Section 11.3.4 (g) of the Constitution, the Policy Council may establish, dissolve or vary any Issues Advisory Committee. 

3.13.4 The Policy Council shall create Terms of Reference for each Issues Advisory Committee that stipulates all matters related to the committee including the membership, duties, terms and areas policy responsibility. 

4. ACCOUNTABILITY 

VFF CHAIR 

VFF CEO 

5. RELATED POLICIES / PROCEDURES 

Policy G1: VFF Strategy and Policy Framework 

Policy G2: VFF Board Charter 

Policy A5: Issues Advisory Committees – Terms of Reference 

Policy A1: Commodity Councils Charter