Heide Museum of Modern Art 2010 Annual Report

11. Governance 11.1 Board
11.1 BOARD
The Board of Heide Museum of Modern
Art recognises the value of good
corporate governance in ensuring the
Museum’s purpose. The Heide Board
works to determine and apply the most
appropriate governance practices to
safeguard stakeholder interests, to
optimise operational viability and provide
sound asset management. The Heide
Board is committed to protecting and
enhancing Heide Museum of Modern Art
and conducting the Museum’s business
ethically and in accordance with the
highest standards of corporate governance.
It views this cornerstone in managing the
assets and operations as a fundamental
part of its responsibility to government and
the people of Victoria.
The Board’s role is to provide leadership
within a framework of prudent and
effective controls, which enables risks to be
assessed and managed. The Board, working
with senior management, is responsible
for Heide’s overall business performance.
The Board’s ultimate responsibility is
to approve the museum’s goals and
directions, strategic plans and performance
targets. The Board ensures that appropriate
policies, procedures and systems are in
place to manage risk, optimise business
performance and maintain high standards
of ethical behaviour and legal compliance.
The Board has delegated the responsibility
for Heide’s operation and administration
to the executive team led by the Director
& CEO. The executive team is responsible
for delivering the strategic direction and
achieving the Board’s goals.
The Heide Board meets for 5 Board
Meetings per year and an additional 1
Strategic Planning Meeting.
The Board is responsible for strategic
direction and control, and its governance
functions. These include:
– Providing strategic direction and
approving business strategies and
objectives
– Approving policies for managing
business risks, safety and occupational
health, community and environmental
matters
– Monitoring operational and financial
position and performance
– Identifying principal risks and ensuring
that appropriate control and monitoring
systems are in place to manage the
impact of these risks
– Ensuring that financial and other
reporting mechanisms result in
adequate, accurate and timely
information being provided to the Board
– Ensuring that government is informed of
all material developments in relation to
the company and Heide business
– Appointing and- where appropriate –
removing the chief executive officer,
approving other key executive
appointments and planning for
executive succession
– Overseeing and evaluating the
performance of the chief executive
officer and other senior executives
– Reviewing and approving executive
remuneration.
Heide Museum of Modern Art
2010 Annual Report
Board Composition
The Heide Board is required to have no less
than four Directors. The Minister for the
Arts is entitled to appoint two Directors.
At the end of 2010, there were 5 Companyappointed
Directors. The Board considers
relevant experience, diverse perspectives
and complementary arts and museum
knowledge and business skills when
nominating and appointing new Directors.
Details of each Director’s skills and
experience are set out in a latter section of
this report.
Re-election
In accordance with the Company’s
constitution, Directors are subject to
re-election by rotation at Annual General
Meetings at least every three years, to a
maximum of nine years.
Board Changes
In April 2010 Craig Kimberley resigned
from the Board and in November 2010
Mark Newman resigned from the Board.
Both made outstanding contributions to
the Museum through generous financial
support and in their leadership of the
strategic direction of the Museum’s
commercial operations and investment
portfolio.
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