The Australian Dental Industry Association (ADIA) is provided with strategic direction plus administrative and financial oversight by the ADIA Board. In order to ensure that meetings of the ADIA Board are conducted efficiently, the ADIA Board - Governance Subcommittee exists to consider in detail matters that fall within its purview.
The purpose of the ADIA Board - Governance Subcommittee is to assist the ADIA Board in determining that the Association's Directors are sufficient in number, and of appropriate stature and competence, so that the Association is properly focused. The subcommittee's purpose is also to ensure that there is sufficient direction, to fulfil its core and ancillary purposes, within the framework established by the Association's constitution and relevant legislation; and to assist the Board by reviewing the performance of the ADIA Board and its subcommittees so as to ensure that the Board is meeting its responsibilities set out in the Association's constitution and relevant legislation. To meet these expectations the ADIA Board - Governance Subcommittee has specific responsibilities allocated to it that are set out below:
Directors Appointment Responsibilities
- Consider from time to time the appropriate size, composition and profile of the Board of Directors, and submit recommendations for Board consideration and decision, taking into account the criteria for being a director of the Association.
- Establish criteria for the selection of directors and procedures for identifying possible nominees who meet these criteria. The Subcommittee shall have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors the Subcommittee may deem appropriate in its sole discretion. The Subcommittee shall not have authority to approve related fees and retention terms.
- Review and assess the qualifications of persons proposed for appointment or election to the Board.
- Submit to the Board for consideration and decision, the names of persons recommended to be nominated for election as Directors at the annual meeting of members, or for appointment to fill vacancies between annual meetings.
- Through the ADIA National President, approach and secure confirmation of consent to act from persons approved by the Board either for appointment to the Board to fill vacancies.
- Make recommendations relative to the composition of the various Subcommittees of the Board and ADIA National Committees. The Subcommittee shall review and recommend Subcommittee membership annually and shall recommend additional Subcommittee members to fill vacancies as needed.
Board Performance Responsibilities
- The Governance Subcommittee shall oversee the operations of the Board in discharging its mandate and statutory responsibilities.
- Report on an annual basis on the effectiveness of the performance of the Board as a whole, including specifically reviewing areas in which the Board's effectiveness may be enhanced taking into account suggestions of the Chairman of the Board and all other members of the Board.
- Approve, in advance, the engagement of any outside expert by a Director at the expense of the Association when it is appropriate and necessary for the purpose of allowing that Director to discharge his or her mandate and responsibility.
- Review the program of the Board for each year, and the methods and processes to be pursued in carrying out this program including:
- the frequency and content of meetings and the requirement for any special meetings;
- the foreseeable forward-looking issues to be presented to the Board at its meetings, including a list of prospective topics for presentation and discussion; and
- the material to be provided to directors generally and with respect to meetings of the Board or its subcommittees.
- Review and make recommendations with respect to the disclosure required concerning corporate governance to be contained in public disclosure documents circulated by the Association from time to time.
- Report to the Board on Subcommittee proceedings, reviews, and undertaking any associated recommendations from time to time as shall be deemed advisable, but in any event not less than once in every two-year Board cycle.
- Develop and recommend to the Board a set of corporate governance guidelines. The Subcommittee shall review the guidelines on an annual basis, or more frequently if appropriate, and recommend changes as necessary.
The members of the ADIA Board - Governance Subcommittee are drawn from those serving on the ADIA Board with the ADIA Chief Executive Officer (as Company Secretary) providing advice, guidance and support to the Subcommittee. The current membership is:
|Chair||To be announced|
|Members||Craig Young, A-dec International|
|Chief Executive Officer*||Kym De Britt, ADIA National Office|
ADIA provides leadership, strategy, advocacy and support. Our members set our agenda, fund our activities and directly benefit from the results. The work of the ADIA Board - Governance subcommittee is a vital component of the Association's governance framework that ensures the organisation's strategic direction and administrative functions best serve the interest of member businesses.