Page 14 - CEnet Governance Roadmap

Governance Roadmap
Governance Roadmap
OBJECTIVE 6:
Consider the need to have different people holding the position of member representative and company director.
Priority - Tier 1
Completion date: 31 Dec 2020
EG Review Recommendation
REC #4: If the current board composition model is retained, the Bishops should consider that different people hold the positions of member representative and CEnet director.
REC #5: If the hybrid board composition model (Model C) is adopted, the Bishops should consider that the director of Catholic Education (or equivalent) hold the role of member representative, but only if that person is not a director of the company.
Matter for
Existing board
Yes
The existing board would need to consider an alternative model for nominating the member representative if a change is made.
Members
Yes
Member input and approval required in developing the reserved powers for inclusion in the amended constitution.
New board
No
Constitution
Yes
Change to the constitution required.
Background
Clause 4(a) of the existing constitution defines the member representative as either the person holding the office of Director of Schools (or an equivalent position); or such other person as shall be nominated by the Ordinary of the Member diocese concerned as being the representative of that Member diocese.
The Review Report notes the perception that members have little control over the company. However, it was further noted that under the current constitution the Bishops have the right to determine who is both the member representative (representing them at general meetings of the company) and who is their representative director on the board.
Good contemporary governance practice suggests that there should be separation between members and company directors in order to avoid a potential conflict of interest. As such, it is recommended that in situations where the diocesan head of Catholic education is a director of the company, that the Bishop should consider appointing a different person as the member representative.
Key actions required
6.1 Develop an alternative member representation clause for inclusion in the constitution.
6.2 General meeting of members (constitutional changes).
6.3 Appointment of member representatives.
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