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COUNCIL MINUTES TUESDAY 28 AUGUST 2012 When considering this matter in June 2011, the Council agreed that future Ocean Gardens (Inc) Board Member nominations be assessed by the Council in accordance with the following eligibility requirements:- "Board Composition and Director Competencies What shared knowledge and competencies should the Board have across its members • Strategic expertise - the ability to review and develop strategy; • Accounting and finance - the ability to understand the economics of the village (at ownership and operational levels), the financial consequences of decisions, financial material presented to the Board, financial reporting requirements and some understanding of corporate finance; • Legal - the Board's responsibility involves overseeing compliance with numerous laws as well as understanding an individual Director's legal duties and responsibilities; • Managing risk - experience in managing areas of major risk to the organisation; • Managing people and achieving change; • CEO/Senior management/Business experience; • Industry knowledge - experience in similar organisations or industries including:- - house building - construction - aged care - retirement villages Directors may and are expected to acquire knowledge and competency in these areas through their work on the Board. The composition of the Board will take into account the need for Board continuity and retention of corporate knowledge. What personal qualities should Board members have While different directors can bring different technical skills and knowledge to a Board, there are personal qualities that are desirable in all Directors:- • Integrity - fulfilling a Director's duties and responsibilities, putting the organisation's interests before personal interests, acting ethically; • Curiosity and courage - a Director must have the curiosity to ask questions and the courage to persist in asking or to challenge management and fellow Board members where necessary; • Interpersonal skills - a Director must work well in a group, listen well, be tactful but able to communicate their point of view frankly; • Genuine interest in the organisation and its business; • Instinct - good business instincts and acumen, ability to get to the crux of the issue quickly; • Commercial common sense - a Director must be able to make decisions on a sensible and commercial basis; • An active contributor - there is no room on Boards today for those who do not contribute; • Time - Directors must ensure that they have adequate time to devote to the organisation's affairs." H:\CEO\GOV\COUNCIL MINUTES\12 MINUTES\AUGUST 2012\C CR.DOCX 175
COUNCIL MINUTES TUESDAY 28 AUGUST 2012 Under Clause 11(1) of the Ocean Gardens (Inc) Constitution, the Board comprises six Directors. At the present time the Board is operating with five Directors and now seeks to appoint the sixth Director. In accordance with the Constitution, a person may not be a Director for more than nine years in aggregate. The table below details the terms of the current Directors and their maximum nine year term. Director Expiry of Current Maximum 9 Years Term 1. Simon Withers October 2012 October 2016 2. Alan Langer October 2012 March 2014 3. Hilary Pinerua October 2012 July 2014 4. Dean Mudford March 2013 March 2019 5. Eric Hooper August 2014 August 2017 The Board have indicated that they have identified a need to appoint a director with a legal background and have nominated Yasmin Broughton. In support of the nomination, the Board has submitted a confidential assessment of Ms Broughton's skills, knowledge and competencies. Details have been circulated to Elected Members as a confidential attachment. The nomination request was received on 9 August 2012 and in accordance with the recent changes to the OGRV constitution the Town now has 60 days to make its decision to accept or reject the nomination. Should a decision not be made within the specified time, the Town will be deemed to have appointed that person as a Director. The Administration has reviewed the nomination of Ms Broughton against the eligibility criteria submitted and has formed the opinion that Ms Broughton satisfies those requirements and is therefore recommended for appointment as a Director of Ocean Gardens (Inc) for a three year term in accordance with the provisions of Clauses 11(3) and (4) of the Ocean Gardens (Inc) Constitution. POLICY/STATUTORY IMPLICATIONS: Clause 11(3) of the Ocean Gardens (Inc) constitution requires that Directors shall be nominated by the Board and appointed by the Town. FINANCIAL IMPLICATIONS: There are no Financial Implications related to this report. STRATEGIC DIRECTION: Not applicable. COMMUNITY CONSULTATION: This matter has been assessed under the Community Consultation Policy No. 1.2.11. Consultation is not required due to this matter being administrative in nature with no external impacts envisaged. H:\CEO\GOV\COUNCIL MINUTES\12 MINUTES\AUGUST 2012\C CR.DOCX 176
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Council Minutes - Town of Cambridge

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