The ARBV Board

The purpose of this charter is to set out the functions of the Architects Registration Board Victoria (ARBV). The Board for the purpose of the Charter is the governing body of the ARBV.

The Board is a body corporate established under the Architects Act (1991). The Board is subject to the general direction and control of the Responsible Minister (Minister for Planning) and accordingly, the Board is accountable to the Minister in respect of the performance of its functions.

The role of the Board is to provide leadership and strategic guidance in addition to overseeing and monitoring ARBV's management of implementation of policies and strategic initiatives.

The Board sets the framework for the achievement of the organisation's objectives and the execution of its functions by:

• determining policy directions
• overseeing strategic planning
• audit and compliance processes
• prudent financial management
• reviewing management performance
• fostering stakeholder relationships.

The decision-making authority of the Board in respect of powers conferred on the ARBV by the Act and Regulations are outlined in the table below.

Architects Act 1991

Architects Regulations 2015

The principal responsibilities of the Board are at a strategic and policy direction level whilst the actions and decisions relating to the day-to-day management of the organisation are delegated to the Chief Executive Officer and senior management to manage and control.

The Board sets the high-level framework for the achievement of the organisation's objectives and the execution of its functions by:

• approving policy directions, broad strategies and objectives (including KPI’s & targets) and overseeing planning and monitoring of performance
• approving financial plans and budgets
• appointment and monitoring performance of Registrar/Chief Executive Officer
• audit and financial compliance and statutory reporting, including:
  o obtaining assurance from the Registrar/CEO (or equivalent) that the financial statements comply with all prescribed accounting requirements and are materially correct
  o approve the annual accounts
  o approve changes to accounting policies and treatments having an impact on external reporting
  o assess whether external reporting is consistent with Board member’s information and knowledge, and
  o review all matters relating to accounting standards, policies, revenue recognition, provisioning arrangements and other “judgment” issues requiring interpretation and professional judgement.
• internal controls and risk management, including:
  o annual review of risk management framework,
  o effective monitoring of the Risk Register, and the appropriateness of controls and risk treatment plans,
  o reviewing the appropriateness of any delegations,
  o reviewing key policies, including Business Continuity, Fraud and Corruption and other Losses, and Public Interest Disclosures Act 2012
  o ensuring significant or systemic breaches of compliance are reported and remedial actions are appropriate,
• oversighting and monitoring of human resources through its Remuneration and Organisation Development Committee,
• fostering a positive and inclusive workplace culture, compliant with the VPS Code of Conduct and Values.

The Board of ARBV is accountable to the Minister for the exercise of its functions. 

Under the Public Administration Act 2004 the Board is required to:

• Inform the Responsible Minister and the portfolio Secretary (Department Transport and Planning) of known major risks (significant or emerging) to the effective operation of the Board and of the risk management systems that are in place to address those risks.
• Provide the Minister, unless prohibited from doing so by or under any law, with any information relating to the Board or its operations as he or she requests.

Pursuant to the Architects Act 1991 the Board must advise the Minister on the carrying out of the Board's functions under the Act and on any other matter referred to it by the Minister.

The Minister is responsible to the Parliament in respect of the performance of the Board.

Appointment and re-election of Directors

The Governor in Council, on the recommendation of the Minister, may appoint a minimum of 3 and no more than 9 Board members for a term of up to five years, subject to the terms and conditions specified in the instrument of appointment with each Board member being eligible for reappointment by the Governor in Council on the recommendation of the Minister.

In recommending members of the Board, the Minister must ensure that

• 3 are architects; and
• each have demonstrated experience in a leadership role within the building industry; and
• each member has the skills, knowledge or experience in relation at least one of the following:
  o administration of regulatory arrangements for the building industry;
  o public engagement and communications;
  o risk management;
  o public administration or governance;
  o financial, accounting or program management;
  o strategic planning;
  o architecture; and
  o collectively, the members of the Board have the skills, knowledge or experience in relation to the matters set out above.

The Registrar/ Chief Executive Officer is not a member of the Board.

Conduct of Directors

Board Members have a duty of care and diligence in exercising their powers and discharge of duties.

Board Members in the public sector are expected to observe the statutory business judgement rule applied to private sector corporations. This rule provides that Board Members in making business judgements, must appropriately inform themselves about the relevant subject and ensure they are expressing that judgement in the best interests of the organisation they represent.

All Board Members must bring an independent judgment to bear on Board decisions. That is, directors must be free from any business or other relationship that could materially interfere with the exercise of their unfettered and independent judgment or be perceived to do so.

All Board members of Victorian public sector entities including ARBV are required to comply with their common law duties. Those main common law duties as follows are reflected in the Directors Code of Conduct issued by the Victorian Public Sector Commission:

• duty to act bona fide (in good faith) in the interests of the organisation as a whole
• duty not to act for an improper purpose
• duties of care and diligence
• duty to retain discretion
• duty to avoid conflicts of interest
• duty not to disclose confidential information
• duty not to abuse corporate opportunities.

Meetings

The Board will meet in accordance with the Board meeting Schedule (Planner) which has been approved by the Board. The Schedule will provide for the Board to convene at least 6 times a year. Four of the scheduled Board meetings will focus on matters related to Audit and Risk, in addition to considering urgent decisions (e.g., regulatory and/or accreditation decisions). The Board will convene at least once a year to review its strategic objectives and alignment with the Minister’s Statement of Expectations and any other Ministerial directions.

Board members have a duty to:

• Raise questions and issues of concern to them,
• Debate issues openly and constructively,
• Utilise their skills, experience and knowledge when discussing issues before the Board,
• Keep Board discussions and resolutions confidential, except where disclosure is obligatory,
• Prepare adequately and participate at each Board meeting,
• Attend at least 75% of scheduled Board meetings (unless a valid reason applies),
• Complete a Declaration of Private Interests and Declaration of Related Third-Party Transactions annually. Any interests that may give rise to a potential, perceived or actual conflict of interest will be recorded in the Register of Interests which will be available for reference at each Board meeting, and
• Declare any conflicts of interest relating to any matter to be discussed at each Board meeting. Any conflicts agreed by the Board and any actions taken to manage the conflicts declared will also be recorded in the minutes of the meeting and in the Register of Interests.

Board committees

Board committees are formed only when it is efficient or necessary to facilitate decision making or where required by Government policies. Board committees observe the same rules of conduct and procedure as the Board unless the Board determines otherwise. The Assistant Treasurer granted the Board an exemption from the requirement to have a dedicated Audit and Risk Committee and Internal Audit function (otherwise required pursuant to the Financial Management Act 1994) from 1 July 2023.

The use of Board committees does not diminish the responsibilities of those Board members who are not members of a sub-committee. Matters considered by a Board committee remain decisions of the Board for which the entire Board is responsible and accountable. The delegation of a Board function to a committee is a delegation of functions only and not a delegation by the Board of its responsibility for the function.

Board evaluation

The Board annually undertakes a Board performance evaluation in accordance with the Board Performance Assessment Policy. The Board and/or individual Board members may be required to undertaken additional training as determined by the findings of the annual Board Performance Assessment.

The Chief Executive Officer/Registrar is accountable to the Board and the Board, and the Chief Executive Officer/Registrar are expected to have a strong relationship based on mutual respect, trust and understanding of each other’s role.

The relationship between the Chief Executive Officer/Registrar and the Board encompasses:

• Board sets and guides the broad organisational strategic direction and priorities, monitors governance and determines clear and explicit measurements for the Chief Executive Officer/Registrar’s performance,
• Chief Executive Officer/Registrar is the primary link between the Board and staff in communicating the Board’s strategy and priorities,
• Chief Executive Officer/Registrar is responsible for the ownership and presentation of decision papers, organisational reports, submissions and budgets to the Board, and
• Chief Executive Officer/Registrar reports to and is accountable to the Board as an entity, not to individual Board members.

The Board is responsible for reviewing this charter to determine its appropriateness to the needs of the organisation from time to time.