1.1 The Banksia Foundation is an independent, apolitical, not-for-profit Association established under the Victorian Associations Incorporation Reform Act and Regulations 2013. It is also a registered charity endorsed to access taxation concessions in relation to the goods and services tax, income tax and fringe benefits tax. Banksia Foundation is also intending to obtain deductible gift recipient status.
1.2 The Purpose of the Foundation is to promote a more sustainable Australia by:
1.3 The operations of the Foundation are governed primarily by the Rules of the Association and relevant legislation. The Rules set out the rights, duties and obligations of the Foundation, including the operations of the Board. The Code of Conduct supports the Rules by articulating the way in which the Foundation approaches its responsibilities under the Rules. It reflects Banksia Foundation’s commitment to good governance and ethical behaviour. In the event of ambiguity or inconsistency the Rules take precedence over this Code of Conduct.
1.4 The Code of Conduct is not all-inclusive and should be read in conjunction with the full range of the Foundation’s policies, processes and guidelines. It does set out however the principles underpinning all of the Foundation’s activities, including its policies, processes and guidelines.
2. The Foundation
2.1 In accordance with the Purpose set out above, the Foundation is committed to operating ethically, and in a way that is consistent with sustainability, in all of its activities. This includes its internal operations as well as its dealings with all external parties including sponsors, partners, suppliers and award entrants. It seeks to work with other like-minded organisations which are similarly committed to ethical behaviour and sustainability.
2.2 Banksia will fully comply with all of its legal requirements.
2.3 Sustainable procurement aims to reduce the adverse environmental, social and economic impacts of purchased products and services throughout their full life cycle, from initial production, through cost to operate and maintain, and finally disposal . While the Foundation itself is not a great consumer of resources given the nature of its activities, it nevertheless seeks to model and promote sustainability in all of its work. It therefore takes sustainability considerations into account in the procurement of the products and services it uses, and selecting the suppliers that provide them.
2.4 These considerations include:
Dealings with other parties
2.5 The Foundation works with other organisations and individuals that share its ideals and objectives. It will not knowingly develop a sponsorship or partner relationship with any organisation or individual where there is evidence of past, or current, unethical behaviour or adverse environmental impact.
2.6 Similarly, entrants for awards are assessed on the overall commitment to sustainability of the organisation or individual involved, as well as the criteria applying to particular award categories.
3. The Board
3.1 In accordance with the Foundation’s Rules, the Board comprises:
3.2 The Board should comprise Directors with a broad range of expertise and a balance of skills and experience relevant to the Purpose of the Foundation.
3.3 The Board bears ultimate legal responsibility for the conduct of the Banksia Foundation. It is responsible for ensuring that it and the Foundation comply at all times with the provisions of its Rules and with the legal, operational and ethical requirements of the organisation.
3.4 The Board is responsible for the overall governance of the Banksia Foundation and for providing leadership and strategy to the organisation to ensure its overall success, including maintaining its reputation in the community and the continuity of its operations and long-term viability.
3.5 Specifically the Board’s responsibilities include:
Conflicts of interest
3.5 All Directors should be free from any interest and any business or other relationship which could reasonably be perceived to materially interfere with the Director’s ability to act in the best interests of the Foundation. Potential conflicts of interest should be declared to the Chair before each Board meeting.
Individual responsibilities of Board Members (Directors)
3.6 Except for when individual Directors are so delegated by the Board, Directors do not have authority as individuals but must act as part of the collective fulfilling the role of the Board.
3.7 Individual Directors have no authority to direct the work of any Banksia Foundation staff, member or volunteer. Communication between the Board and staff on matters of a confidential or contentious nature should be made through the Chief Executive Officer.
3.8 Only the Board as a collective has the authority to direct the Chief Executive Officer. However, the Board may delegate its authority in this regard to a subcommittee of the Board or to individual Directors.
3.9 Directors are entitled to make reasonable requests for information or material and access training required to fulfil their duties.
3.10 All Directors agree to:
Committees and Working Groups
3.11 The Board may establish ongoing or ad hoc Board subcommittees, other committees and/or working groups to assist the Board in fulfilling its role. The Board shall ensure that each Committee has a formal charter. With the exception of certain limited delegations contained in their charters, recommendations of committees and working groups are to be referred to the Board for approval.
3.12 The Board is committed to communicating effectively with members and supporters of the Foundation, including through the Banksia Foundation website, social media and e-newsletters.
3.13 Formal documentation such as the annual report and financial accounts is made available to all Banksia Foundation members. The Annual General Meeting provides an opportunity for members to discuss those reports, to question the Board about Banksia activities and discuss and resolve any matter of special business.
3.14 The Banksia Foundation Rules also provide for Special General Meetings of members to be convened if special business needs to be resolved.
3.15 All new Directors will undergo an induction process to welcome them to the Board and bring them up to speed as soon as possible.
Review and evaluation
3.16 Each year the Board, in conjunction with the Chief Executive Officer, will evaluate its performance against its responsibilities and identify areas for improvement.
4.1 All staff of the Foundation agree to:
4.2 All new staff will undergo an induction process to welcome them to the Foundation Board and inform them of their role and this Code of Conduct.
5.1 The Banksia Sustainability Award entries go through a three stage judging process by Banksia’s national team of judges. Banksia judges are experts in their field and this expertise is matched to the relevant category for assessment. Judges must absent themselves from judging any entry which may entail a conflict of interest.
5.2 Final decisions are made and reviewed in an audit by a senior panel of judges. All judges sign and are bound by a confidentiality agreement.
5.3 The Banksia Board takes no part in the judging process except to review the final outcome of the judging process to ensure no decisions have been taken on award recipients which might impact adversely on the integrity and reputation of the foundation. If an issue in this regard arises the matter is referred back to the audit panel for further review.
5.4 All Judges agree to:
5.5 All new Judges will undergo an induction process to welcome them to the Foundation and inform them of the Purpose of the Foundation and their responsibilities under this Code of Conduct and the judging processes.
6.1 The Banksia Foundation is committed to maintaining the integrity and confidentiality of all information provided to it by its members, sponsors, partners, award nominees and others. It will not disclose any of this information to third parties without the permission of the supplier of the information and/or in accordance with any conditions notified prior to the supply of the information.