Agm agenda and business papers

Natural Resource Management

Terrain NRM

Annual General Meeting Friday 28 November 2 Stitt Street, Innisfail 3.45 for 4 pm start

Agenda Afternoon Tea on arrival (3:45) Annual General Meeting Time

Agenda Item

4.00pm

1.

Welcome & Overview including Traditional Owner Welcome to Country

Mike Berwick Chair

4.10pm

2.

Quorum Noted Notice of Meeting

Mike Berwick – Chair Keith Noble – Company Secretary

4.15pm

3a 3b.

Adopt Minutes from 2013 AGM Receive, consider and adopt the Director’s Report and Financial Report

Mike Berwick -Chair

4.25pm

4.

Director Recruitment

Paul Gregory – SISP Chair

4.30pm

5.

SISP Recruitment

Terrain Chair

4.45

6.

Terrain NRM Constitutional Changes

Terrain Chair

Item

Members Forum 4.45pm

Chairs Address

Mike Berwick

5.00pm

CEO Address

Carole Sweatman

5.15pm

Discussion on Wet Tropics Community Grants Program

Mike Berwick

5.55pm

Meeting Close

Mike Berwick

6.00pm to 7.00pm Meet and Greet

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Agenda Item 3a Adopt Minutes from 2013 AGM Friday November 29 2013, Jardines Room, Cairns Colonial Club Resort, Cairns

1. Introduction to the Annual General Meeting and Traditional Owner Welcome to Country Mike Berwick welcomed delegates to the Annual General Meeting. Mike gave an overview of the meeting and asked the Directors to introduce themselves. Mike thanked the Traditional Owners and handed over to Stephen Purcell who gave the Traditional Owner Welcome for the AGM on behalf of his Grandfather, he wished Terrain a good meeting and a safe journey home.

2. Quorum Noted and Notice of Meeting Mike Berwick advised that a quorum was present.

Mike declared meeting officially open. Keith Noble read the Notice of Meeting.

3. Minutes from 2012 AGM Motion: That the minutes of the previous AGM (30 November 2012) were approved and ratified by Directors as a true and correct record.

Moved: Mike Berwick

Seconded: Doon McColl

Carried Unanimously

4. Receive, consider and adopt the Director’s Report and Financial Report David Hudson queried the amount against the Natural Capital Fund in the financials and asked what had been done with the funds. Michelle Nusse advised that the funds were transferred from the Natural Capital Fund bank account into a Term Deposit account pending distribution of funds. The balance of the term deposit for the Natural Capital fund of $161,550 is shown in the financial statements on page 27 as part of the short term deposits amount.

Carole Sweatman advised that due to an extremely busy year, this had not been followed up and would be on the agenda for early 2014.

Motion: That the Director’s Report and Financial Report be adopted.

Moved: Mike Berwick

Seconded: Sam Spina

Carried unanimously.

4. Director Recruitment Process Mike handed over to SISP Chair Paul Gregory for the Director Recruitment Process. Paul gave an update including – Thanked his predecessor Ray Byrne for good work and good record keeping during his term as SISP Chair. 

Noted apologies form SISP Members Marcus Bulstrode and Alf Joyce who could not attend.



Thanked Carole for keeping him up to date during the year with regards to the Director process and thanked Terrain Staff for their administration support during the process.



Thanked the other members of the SISP – Alf Joyce, Marcus Bulstrode and Sam Spina for their contribution to the process.

Paul called for motion from the floor to endorse SISP recommendations for Directors –    

Industry – Keith Noble Catchment & Community – Kenneth Keith Coastal & Marine –Ryan Donnelly Conservation – Peter Rowles

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 Indigenous – Stephen Purcell  Indigenous Women’s Business – Joann Schmider  Local Government – Julia Leu Motion moved: Andrew Maclean Seconded: Dave Hudson

Carried

Mike thanked the SISP for running this process and congratulated them on the outcome Mike welcomed incoming Directors and made mention of new Directors Stephen Purcell and Kenneth Keith.

Mike acknowledged outgoing Indigenous Director Troy Wyles Whelan who was unable to attend. Mike said Troy had made a fantastic contribution to Terrain and was a great Director. Mike wished Troy well in the future.

5. SISP Recruitment Process Mike advised vacancy on SISP for Industry Representative due to current representative term expiring. One nomination received from Sam Spina (current rep).

Mike called for a motion from the floor the endorse Sam Spina as SISP Industry Representative – Moved: Mike Berwick

Seconded: Bob Stewart

Carried

Mike congratulated Sam and welcomed him for another term.

Members Forum Chair’s Address Mike Berwick gave Chairs address on Terrain’s achievements for the year including –    

Terrain celebrating its 10 Year Anniversary this year – good dedicated staff and great community and 3 strong CEO’s thanking current CEO Carole Sweatman for her efforts.

Launch of new Terrain Website.

Funding for new NRM and Aboriginal Plan. Mike wants the plan to reflect regions priorities and advised we would try and avoid the pitfalls of the old plan which was very ambitious.

Gave update on relationship with Federal and State Governments.

CEO’s Address Carole Sweatman gave her CEO’s report including –      

Big organisation change since last AGM. Advised she is confident about the future and advised we have 5 years Federal Government funding, 3 years State Government funding and 5 years Reef Rescue funding.

Advised that distribution of funds in the Natural Capital fund would be a priority in the new year and would be based on an understanding of the current gaps in funding opportunities.

Carole spoke about the Board Structure and advised that she wanted to consult further with the Members and early in the New Year a survey will go out to the Members asking for further input.

Good news that money received from the Government to for the NRM Plan and Aboriginal Plan.

Thanked the Board and Staff and thanked the Members for attending the AGM.

Wet Tropics Natural Resource Management Plan and Aboriginal Plan – how, when, who, what and why the NRM plan is being revised and updated David Hinchley and Gary Searle gave a presentation on the NRM Plan process. Members, Directors and Staff were then broken up into 3 groups to get feedback and ideas. The groups came together and put forward their ideas.

David thanked the groups for their input.

Mike declared the meeting closed at 6.00pm.

The forum was followed by an informal get together to celebrate the year’s achievements.

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Agenda Item 3b Receive, consider and adopt the Director’s Report and Financial Report As required by the Constitution a full copy of the Audited Statement 2013/2014 has been provided to Member Delegates.

Electronic copies can be found on the Terrain Website www.terrain.org.au

Motion That the Director’s Report and Financial Report be adopted.

Agenda Item 4 2014 Director Recruitment Process Report from the Chair, Standing Independent Selection Panel (SISP) It is with pleasure I present the report for SISP to the Terrain NRM Annual General Meeting.

In summary the SISP has appointed the following Directors appointed for a further term; 

Mike Berwick, Chair.



Ken Atkinson, Director, Rangelands.



Russell Watkinson, Director, World Heritage.

The SISP has re-appointed these 3 directors after nominations were called to fill the vacancies. There were only 5 applications made for the 3 positions, one of which had to be refused because the application was made after the closing time.

The 3 incumbent directors re-applied, and one further application was accepted. After due consideration, the SISP decided not to enter into an interview process, and re-appointed the existing directors. This was done for a variety of reasons, all valid for consideration during any shortlisting process. The application papers were reviewed thoroughly, and notification has been made to Terrain from the SISP to advise the result of this year’s deliberations.

I note the SISP this year was a person short in numbers owing to Alf Joyce being unwell. We all wish Alf a speedy recovery and best wishes for the future.

I wish to advise Terrain of my unavailability to continue in the role of Chair of the SISP. I have expanded business interests that consume much of my time, and unfortunately some priorities need to be given full attention. I have enjoyed my time with Terrain, both as a Director, and in the role I have been recently filling as Chair of the SISP. I would like to make some observations regarding the present and future, and beg your indulgence for a moment or two.

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Firstly, the organisation itself faces a challenging future, and I commend the Board on the steps it is attempting to currently negotiate. Relevance is paramount in a changing world, and the Board is moving to position the organisation as a leader in NRM delivery and outcomes in a shifting landscape. The current Board membership is of the highest quality and I am confident that challenges and opportunities will be met and grasped with equal enthusiasm.

Secondly, the SISP was disappointed that so few nominations for directorship were received after an expensive advertising campaign. This may reflect, however, the general feeling that the current Board membership is doing an excellent job in working through difficult times!

Thirdly, to the 3 directors re-appointed, Mike, Ken and Russell; keep up the excellent work you have been doing. The fate of NRM management is in good hands and I believe we all look forward to a time when NRM principles are ingrained in all aspects of life in our region. There will be a time when these principles are a “given” in land use planning, and the activities carried out on a day to day basis will be cognisant of best practice and consideration for the future. We are working steadily towards this goal, and Terrain has a vital role to play in our getting there.

Lastly, and most importantly to me right now, I must make mention of those around me in my time with Terrain. The challenges that we faced as a Board when I was first appointed formed strong relationships between all involved, and I cherish those. The transition of CEO’s was always going to be a real challenge, but full credit to the people involved, as an apparently seamless changing of the guard was achieved.

I have enjoyed my time with the SISP, and must make special mention of the efforts of Sam, Marcus and Alf, who have calmly and carefully evaluated applications, conducted interviews, and made recommendations that with hindsight, appear to have been excellent. To Colleen, who has been efficient, practical, and totally organised in the face of personal difficulties, a very big thank you to a very good friend.

All the best for the future.

Paul Gregory.

Motion Members endorse the SISP appointment of Mike Berwick, Ken Atkinson and Russell Watkinson to the Terrain Board.

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Agenda Item 5 Standing Independent Selection Panel (SISP) Election Background At the Terrain NRM Annual General Meeting to be held on 28 November 2014 Ordinary Members are invited to elect three representatives to serve on the Standing Independent Selection Panel (SISP).

The SISP is responsible for selecting Terrain NRM Board members.

The positions vacant are: 

The Chair



The Indigenous representative



The Conservation representative

The Industry Representative is currently filled by Sam Spina.

Nominations The nominations received are: 

Chair - Peter Valentine



Indigenous - Rona Hart



Conservation - 2 nominees to choose from Chris Head and Peter Trott

Voting Process Written nominations have been received from members for the vacant positions of Indigenous Representative, Conservation Representative and The Chair. Members can vote in person at the Annual General Meeting, through a Proxy at the Annual General Meeting or by post as per attached voting form.

All valid nominations are tabled in this report available for the Annual General Meeting at which appointments are to be considered.

An appointment will be carried by the majority of Members votes including postal votes.

Once appointed, a member of the SISP shall continue to hold office until the fourth AGM following that person’s appointment.

SISP members are eligible for re-appointment

Recommendation Members provide postal votes by 25 November 2014 or vote in person (or by proxy) at the Annual General Meeting on Friday 28 November 2014.

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SISP Election–Nominee Background Information Chair Nominee: Peter Valentine I have recently retired from full time employment and live on a small rainforest property just out of Malanda. I continue to be active in community affairs and remain an Adjunct member of James Cook University.

Selection Criteria Response 1. I am a resident of the region and have been an active member of the regional conservation and NRM activities since 1975. During that period I have served in numerous leadership roles including Chair of the Wet Tropics Management Authority; a Director (WH) on Terrain for a period of 8 years; the Head of James Cook University’s School of Tropical Environmental Studies and Geography and the JCU School of Earth and Environmental Sciences for a period of 6 years.

2. I have a strong and long background in natural resource management at the theoretical and practical level. I introduced the first program teaching NRM at James Cook University beginning in 1975 and continuing until retirement. This included field and practical studies for undergraduate and postgraduate students. Most of the field work was in the Terrain region. I have also published research in the field. Additional experience was gained during my term as a Director of Terrain and as a Director and later Chair of the WTMA. 3. Community engagement is a field in which I have considerable experience both in representing communities (for example I Chaired the Set Tropics Community Consultation Committee for 6 years, and was a member of the GBRMPA Conservation Advisory Committee for many years) and during my time with Terrain and with WTMA was involved with many interactions with both individuals and community groups. My main experience in capacity building has been formal (at James Cook University).

4. My most highly developed skills are in natural sciences but in addition I have been very much involved in strategic management at the senior level at JCU and in community groups including Terrain and WTMA. I have also advised the Government through my membership of the Natural Landscapes program (member for many years of the Reference Committee representing Conservation Science).

This has been a very successful strategic development for Australia's international tourism.

5. My appointments to many positions in the NRM field by State and Federal Governments of different political persuasion suggests that my skills are valued by governments at all levels. I have worked successfully with many community and government groups in the NRM field.

6. I am well aware of corporate governance principles and practice having received training as part of my leadership roles at JCU and as part of my terms as a Director at Terrain and at WTMA. 7. I have considerable experience with issue resolution and mediation, an important part of my 6 years as Head of School at JCU and in other leadership roles.

8. During my role as Chair of the Wet Tropics and over a long period of involvement with traditional owners in the wet tropics I have worked with Aboriginal traditional owners and with other Indigenous communities elsewhere, including Cape York Peninsula. I have always found interaction with Traditional owners comfortable and enjoyable, probably based on my personal commitment and support for Indigenous aspirations.

My roots with rural communities in Western Australia (my grandfather and father were wheat farmers and I was a sheep and cattle farmer for 10 years) and my continuing connection to the land through farmers and graziers in Queensland has allowed me to retain strong awareness and sympathy for people on the land and has given me a valuable insight on which to base discussion about NRM.

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INDIGENOUS Nominee: Rona Hart Greater Understanding of Indigenous Natural and Cultural Resource Management Issues and Traditional Owner Aspirations 

Indigenous Land Use Agreements



Conservation Agreements



Native Title and Nature Refuge



Connections with neighbouring Traditional Owner Groups

Capacity to Build on Existing Partnerships, Relationships with wider Community 

Ongoing Information Sharing with local Terrain NRM, Good Communication with WTMA



Co Management of Natural Resources with CCRC through Girringun IPA



Recognised Traditional Owner Group/Contact Person in the Mission Beach Community

Community Skills as a Member and or Committee Member 

Demonstrated knowledge of Indigenous Community Controlled Organisations



Organisation Structure and Operational Performance



Confidentiality, Policy and Procedure



Compliance under Government Funding Obligations



Internal and External Reporting Processes



Finance Control and Monitoring



Sound Public Relations and Communication

Volunteer and Work Experience 

Ranger work with Girringun Aboriginal Corporation 2011



Djiru/WTMA small fund project 2013



Terrain NRM Communications &Management Plan for Djiru Country 2013



Djiru Warrangburra Aboriginal Corporation RNTBC 2011 to 2104

Relevant Employment History 

DPI Operation Farm Clear 2006 to 2007, Cyclone Larry Disaster Recovery, General Labour



Cassowary Coast Regional Council 2011, Cyclone Yasi Disaster Recovery, General Labour



Girringun Aboriginal Corporation 2013 to 2014, Djiru /Rainforest Rescue Project, Djiru /CCRC Contract Work



Calypso Adventures 2012, Snorkel and Dive Tours, Office/Deck Hand

Acquired Certificates and Licences         

Skills and Attributes

Driver Licence RMDL and PWCL MROCP Positive Notice Blue Card Cert III in Business Administration Certificates in Board Governance Training General Safety Induction (Blue) Card Chainsaw Operation Level 1 Cert II Tourism and Hospitality

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    

Computer Literate Attention to Detail Good Interpersonal and Communication Skills Ability to rapidly learn and acquire new skills Good Time Management and Organisational Skills

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CONSERVATION Nominee: Peter Trott 

Lettuce farmer and orchardist at Mission Beach since 2005.



Journalist, the West Australian, 1997-2005



CSIRO Communication Officer, Atherton Tropical Forest Research Centre, 1991-1997.



Editor, North Queensland Register, 1987

I am secretary of Community for Coastal and Cassowary Conservation Inc. (C4) based at Mission Beach. For the previous two years I was vice-president of C4 and have been involved in most facets of C4 activities for the past five years. These include: 

Coordinating the refurbishment of the C4 nursery and infrastructure after TC Yasi in 2011 and securing stocks of appropriate native species from nurseries not affected by Yasi to maintain revegetation programs and supply of plants to the local community.



Nursery management and plant propagation.



Plant-outs on public and private land.



Interpretive presentation of the Wet Tropics WHA and the environmental advocacy work of C4 to local school and community groups, Australian and overseas university groups and official visitors to the region.



Negotiation to seek conservation-positive outcomes from development proposals including marine facilities at Clump Point (where options range from maintaining the ecosystems to canal development and filling the bay with rock), foreshore management, planning scheme development and the integration of tourism into environmentally-sensitive use of the landscape.

In these activities I have been the C4 nominee to the “Turning the Tide” reference group, negotiating with Mission Beach Business and Tourism across a range of ideas to develop nature-based tourism. 

I have also represented C4 on the WTMA-convened Cassowary Recovery Team. I took part in the negotiations which led to the purchase of Lot 66 for a cassowary corridor linking habitat at Wongaling Beach with the World Heritage Area to the west.



I am an accredited Wet Tropics Management Authority rainforest tour guide and have been engaged to provide interpretive guidance through local forest trails for more than 200 students in the past year under the American Universities International Program. The positive response is expected to result in an expanded program next year.



As a journalist in the Pilbara and Kimberley regions of West Australia in the 1980’s I had close links with Aboriginal traditional owners, was invited to “bush meetings” and witnessed milestones in the return of people to traditional land. In studying for rainforest tour guide accreditation, I developed my understanding of rainforest Aboriginal culture through time spent with a local Djiru traditional owner and as a C4 management committee member have frequent contacts with traditional owners across a range of issues including planning and conservation.

Before moving to Mission Beach in 2005 I spent six years as Communications Officer with CSIRO Tropical Research Centre at Atherton, presenting the work of the researchers to government and community. In this role I was given the task of finding a suitable venue for a Rainforest Interpretive Centre for which the then Prime Minister Hawke had promised $250,000 funding. I found a synergy with the plans of the Skyrail cableway in Cairns which had to present high quality interpretive material in a display required under its Department of Environment permit. Thus I became the scientific liaison officer for the development of the CSIRO Rainforest Interpretive Centre at Barron Falls on the Skyrail project, working between the office of the chief executive of CSIRO, CSIRO publications staff in Melbourne, CSIRO scientists and professional photographers, designers, graphic artists and others whose skills were needed to complete the centre.

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CONSERVATION Nominee: Chris Head Selection criteria Response 1. I am an active member of the Johnstone Ecological Society (JES) (current Secretary – six years), Johnstone Landcare Group, and the Society for Growing Australian Plants (SGAP) voluntary groups, which allows me to keep updated on relevant issues. As Secretary of JES, I am regularly informed through email, newsletters, formal correspondence and personal communications on the range of issues, opinions, policy implementation and organisational views regarding animal and plant pest issues and sustainable land use principles and practices. These issues are regularly debated in many of the forums I attend, and through receipt of a number of relevant e-news articles (Landcare, Qld Water & Land Carers, Bush Heritage, Threatened Species Network, Weeds, Terrain), which also keep me updated and informed. I was an early member of the then Rainforest Conservation Society when it formed in Brisbane, joining in 1982. I was the Acting Coordinator of the Capricorn Conservation Council, Rockhampton1994-1995. This included volunteering and liaising with rural landholders. While I have had limited contact with Traditional Owners across the Terrain jurisdiction, I have had some discussions with TOs around Innisfail, e.g. recently Alf Joyce, about current issues. I have recently attended regional workshops including BioBlitz Cardwell, a bird count workshop in Yungaburra, a rainforest identification workshop at JCU, and various JCU Cairns environmental lectures. I am always keen to attend these types of workshops and seminars if I have the opportunity.

I have previously been employed with Qld DPI (Brisbane, Sth East Qld, and Townsville) and Qld Dept Environment and Heritage (Rockhampton). This work required substantial knowledge of the rural and conservation sectors.

2. As an active conservation organisation member and traveller (including walking, cycling and paddling) around the Wet Tropics bioregion, I appreciate the tyranny of distance and diversity of issues facing NRM in the area. I am aware of the range of problems and challenges, e.g., weeds, runoff, land use conflicts, fragmentation of rural and conservation lands, biodiversity threats, and water quality.

My broad knowledge of issues originates from an interest in conservation and work within the rural sector, e.g. graduating from Qld Ag College, working within the Qld DPI, and working with the then Qld Dept of Environment and Heritage. My experience with environmental planning has been developed through previous study, active volunteering in the field, as well as contributions to Environmental Impact Statements, and bicycle planning strategies and proposals. I believe that I can serve Terrain positively through the SISP role with my academic background, a wide range of life’s experiences and a diversity of personal interests. I believe that I am able to rapidly acquire knowledge. For example, as a QDPI/Commonwealth regulatory officer with the Standards Branch over five years, I was involved with pre-export inspection work for AQIS, as well as pest sampling and identification, sampling agricultural products, fruit and vegetable inspection, fumigation supervision, spray drift investigations. This required understanding, interpreting and applying relevant legislation and keeping abreast of updates.

Recent work as a teacher ensures that I have to be up to date with current legislation, e.g. curriculum, child protection, and confidentiality.

3. Many of my previous jobs have included coordinating/negotiating/consulting/liaising with and supporting client bases as part of extension work. For example: Secretariat to the Aboriginal and Torres Strait Islander Health Forum for Central Qld, Mental Health Community Development Officer with AngliCare, Recreation Officer with Access Recreation (a disability service), Interpretation Officer with the then Qld Dept of Environment and Heritage (QDEH). Other examples of coordination and negotiation included: liaising with graziers and council workers to cooperate for a spray calibration activity; discussing content for displays and brochures for national and marine parks with Traditional Owners and tourism operators; the production of brochures and interpretative resources for Lady Musgrave Island and Mon Repos; working with a range of agricultural businesses to sponsor and display at events. Positive results of these synergies attest to my ability to build relationships between a wide range of conservation issues and industry user groups.

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As Acting Coordinator at Capricorn Conservation Council, I coordinated the inaugural Rockhampton Weed Buster Week open day with graziers, councils and conservationists. While employed with DPI in Townsville a colleague and I developed a regional extension plan to advise producers and exporters of the new inspection and standards for export mangoes. This included presentation to groups of producers, liaising with exporters, and setting up and staffing field day displays.

4. As an active conservation member I have participated in environmental planning events and Vegetation planting events to increase biodiversity, in both Central Qld and around Innisfail. My Innisfail involvement has included re-vegetation planting and weed eradication, as a volunteer with JES and Landcare.

5. As a teacher, it is a requirement that I strategically plan and manage my work schedule. I am able to look holistically at the task in hand as well as being cognisant of the minutiae involved to meet the deadlines and achieve the expected outcomes. The strategic planning is detailed and presented as unit plans and assessments over the course of the school year.

I have undertaken studies in the natural sciences field and continue to maintain a keen interest. My active participation and support given to the various conservation volunteer groups is evidence of my passion in this area. I also subscribe to a number of natural history magazines and journals and follow up on relevant news articles to keep current.

6.

I have worked in various government departments of DPI, the former Department of Environment and Heritage, at TAFE Central Qld, Qld Health and most recently Education Qld, often requiring daily communication with government organisations at local and state levels. As the Acting Coordinator of the Capricorn Conservation Council, Rockhampton, I was required to liaise with representatives from the rural community including graziers and farmers, as well as urban communities, including politicians, media and council members. I have tutored for Central Qld University in Public Relations; Professional and Technical Communication; and the journalism-experience week for secondary school students. I worked as a contract desktop publisher with Qld Health and was required to negotiate with clinicians and management to construct news articles, brochures and posters. As an Interpretation Officer with the Department of Environment and Heritage, I researched and developed historical and ecological interpretation signs and information for Lady Musgrave Island and Mon Repos Turtle Rookery.

Over my working career and through my voluntary participation, I have worked with a wide range of industry organisations and interest groups - from producers to Traditional Owners, commercial operators of businesses in tourism to agricultural suppliers, local government authority staff, road maintenance crews, and marine and national park rangers. For example: liaising with graziers and council workers to cooperate for a spray calibration activity; discussing content for displays and brochures for national and marine parks with Traditional Owners and tourism operators, and the production of brochures and interpretative resources for Lady Musgrave Island and Mon Repos; through access to information on marine parks; and, including negotiation with a range of agricultural businesses to sponsor and/or display at events. I have also worked with engineers and planners in both local government authorities and Department of Transport for strategic cycleway planning. I was also contracted to work on a six month mental health project which included liaising with mental health consumers, mental health care providers and other related service agencies. This involved coordinating and supporting the group of mental health consumers to present their case to the then Minister for Health, Anna Bligh.

While living in Edinburgh, Scotland, I was employed as a youth worker with Venture Scotland. This required liaising with a variety of housing, conservation, recreational, and employment agencies. The aim of the project was to encourage at-risk youth to participate in outdoor experiential learning programs. All of these examples demonstrate my range of experience and ability to communicate effectively and sensitively on many levels.

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Agenda Item 5 Special Resolution - FNQ NRM Ltd Constitution Amendments Special Resolution That the FNQ NRM LTD Constitution be amended in order to: a) Reduce the total number of Directors (including the Chair) from ten to seven b) To adjust the Director selection criteria to ensure both NRM skills and Corporate Governance Skills are included in the selection criteria

The proposed amendments are as follows (insert red and underlined wording, remove struck through words):

Amendment One - Section 14.1 as follows 14 14.1

DIRECTORS Membership of Board The Board is skills-based and must be capable of overseeing the strategic delivery of community based natural resource management across the Wet Tropics region. The Board of Directors consists of one Chairperson and six Directors such of the following positions as are from time to time filled in accordance with these regulations: (a)

Chairperson of Directors;

(b) Six Directors with a mix of natural resource management and corporate governance skills ensuring coverage across all sectors of the Wet Tropics region. In recognition that the Aboriginal peoples of the Wet Tropics are the Traditional Owners and custodians of the region, one of the six Directors must be Indigenous. (b) (c) (d) (e) (f) (g) (h)

Director Catchment/Community Director Industry; Director Conservation; Director Coastal; Director Indigenous; Director Local Government; Director World Heritage

To the extent that any significant geographic regions are not represented by any persons filling the roles mentioned in 14.1(a) to (h) inclusive or the Board determines that the Board is lacking sufficient expertise or experience relevant to project/s undertaken by the Company the Board may appoint up to a maximum of three (3) additional Directors who are referred to in these regulations as “Directors – Other”. In making an appointment of a Director – Other, the Board must ensure that any proposed appointee has demonstrated an interest in and commitment to Natural Resource Management. In making the appointment, the Board must specify the period of appointment and in the absence of any such specification a Director – Other shall hold office until the third annual general meeting following that Director’s appointment. The Board need not replace a Director – Other who retires or whose appointment is terminated pursuant to this provision.

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Amendment Two – Appointment and Selection Criteria for the Chairperson 14.2

Chairperson (a) (b)

(c)

(d)

When the office of Chairperson becomes vacant, the other Directors must appoint another person member of the Board of Directors to be Chairperson pro tempore until the Standing Independent Selection Panel (“SISP”) appoints a new Chairperson.

The Board must notify the SISP as soon as the office of Chairperson becomes vacant and in circumstances where the Board is aware that the office of Chairperson is likely to become vacant because of the time factors in these regulations limiting the periods for which a person can be Chairperson, the Board must give the SISP at least three months notice of the likely termination of the Chairperson’s period of office and request the SISP to commence the process for the recruitment and selection of a suitably qualified person to fulfil the role as Chairperson.

For the purpose of appointing a Chairperson pro tempore the following rules shall be applied: (i) If the other Directors by majority resolution appoint a person current Director to the office of Chairperson, that person becomes the Chairperson. (ii)

If the other Directors do not by majority resolution appoint a Chairperson, the Chairperson is to be elected by the Directors in accordance with this regulation.

(iii)

Each Director may, but is not obliged to, nominate one person to hold the office of Chairperson.

(iv)

Each Director is entitled to cast one vote for one candidate.

(v)

The candidate with the greatest number of votes becomes the Chairperson pro tempore and shall hold office until the SISP notifies the Board in writing of the name of the person who it has appointed as Chairperson.

(vi)

If two or more candidates receive an equal number of votes, the Chairperson is selected from among those candidates by lot.

For the purpose of appointing a permanent Chairperson the following selection criteria must be applied by the SISP to the consideration of any candidates:

(i)

A resident of the Wet Tropics region who has demonstrated leadership skills;

(ii)

Strong background in Natural Resource Management and demonstrated understanding of Whole-of-Catchment Regional NRM natural resource management issues;

(iii)

Demonstrated capability in either or both of community engagement and capacity building;

(iv)

Highly skilled in one or more of one of: executive management, Governance policy, practices and processes, risk and compliance, sStrategic management and corporate planning, advocacy and influence Marketing/brokering/joint ventures; Natural sciences, fFinanceial and business management and fundraising and marketing;

(v)

Highly regarded by Traditional Owner, Nnatural Rresource Mmanagement and related industry groups within the Wet Tropics Region and Queensland and respected by all levels of government;

(vi)

Understanding of corporate governance protocols;

(vii)

Strong mediation and issue resolution skills; and

(viii)

Demonstrated ability to communicate effectively and sensitively with diverse peoples/populations and Aboriginal traditional owners as well as rural and urban communities.

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Amendment Two - Delete sections 14.3, 14.4, 14.5, 14.6, 14.7, 14.8, 14.9 and replace with new Section 14.3 as follows: 14.3

Directors

a) For the purpose of appointing six Directors the following selection criteria must be applied by the SISP to the consideration of any candidates:

(i)

A person who is a resident of the Wet Tropics and if not a resident, has demonstrated connection with and sound knowledge and understanding of natural resource management in the Wet Tropics region;

(ii)

Demonstrated performance and knowledge in the delivery of improved natural resource management outcomes;

(iii)

Well regarded within Aboriginal Traditional Owner, wider community, business, government and/or industry networks;

(iv)

Highly skilled and experienced in one or more of the following areas of natural resource management and who has demonstrated support from groups within the region : i. Industry related to natural resource management ii. Aboriginal Traditional Owner related cultural and natural resource management iii. Conservation iv. World Heritage v. Waters and Water Quality vi. Climate vii. Catchment management viii. Community engagement and capacity building ix. Government and agency knowledge and networks x. Land management and/or land use planning

(v)

Highly skilled in one or more of the following corporate governance areas: i. Executive management; ii. Governance policy, practices and processes particularly not for profit sector; iii. Risk and compliance ; iv. Strategic and corporate planning; v. Advocacy and influence; vi. Finance and business management; and vii. Fundraising and marketing

(vi)

Demonstrated ability to communicate effectively and sensitively with diverse peoples/population and rural and urban communities.

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14.3

Director Catchment/Community (a) For the purpose of appointing a Director - Catchment/Community the following selection criteria must be applied by the SISP to the consideration of any candidates: (i) A person who is a resident of or has their principal business located in the Wet Tropics region; (ii) Demonstrated performance in the delivery of improved NRM outcomes through participation in community based natural resource management or similar processes (e.g. Landcare, Integrated Catchment Management, WAMPs); (iii) Demonstrated understanding of Whole-of-Catchment/Region NRM issues; (iv) Well known and regarded within the catchment groups; (v) Highly skilled in one of: strategic management; Marketing/brokering/joint ventures; Natural sciences; Financial management; and (vi) Demonstrated ability to communicate effectively and sensitively with Aboriginal traditional owners as well as rural and urban communities.

14.4

Director of Industry (a) (For the purpose of appointing a Director – Industry the following selection criteria must be applied by the SISP to the consideration of any candidates

(i) (ii)

(iii) (iv) (v) (vi) 14.5

A person who is a resident of or has their principal business located in the Wet Tropics region; Demonstrated performance in the delivery of improved NRM outcomes as owner or professional in a field such as horticulture, grazing, dairying, cane growing, fishing, tourism, water and forest management, aquaculture, mining or extractive industries, or providing processing services to sugar milling, dairy, meat and other food processing industries, or providing services relating to energy supply, fuel distribution, chemical and fertiliser retailing or transport; Demonstrated knowledge of business, and of the particular aspects relating to the use of, or impact of business on the natural resource; Well known and regarded within business circles; Highly skilled in one of: Strategic management; Marketing/brokering/joint ventures; Natural sciences; Financial management and Demonstrated ability to communicate effectively and sensitively with Aboriginal traditional owners as well as rural and urban communities.

Director - Coastal/Marine (a) For the purpose of appointing a Director - Coastal/Marine the following selection criteria must be applied by the SISP to the consideration of any candidates: (i) A person who is a resident of or has their principal business located in the Wet Tropics region; (ii) Demonstrated performance in the delivery of improved NRM outcomes as owner or senior manager in a field such as fishing, tourism, or other coastal marine business or activity; (iii) Demonstrated understanding of coastal processes and the interaction of land and sea environments; (iv) Well known and regarded within groups which have coast care activities; (v) Highly skilled in one of: Strategic management; Marketing/brokering/joint ventures; Natural sciences; Financial management; and (vi) Demonstrated ability to communicate effectively and sensitively with Aboriginal traditional owners as well as rural and urban communities.

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14.6

Director - Local Government (a) For the purpose of appointing a Director - Local Government the following selection criteria must be applied by the SISP to the consideration of any candidates: (i) A current or past Councillor or senior executive of a Wet Tropics Local Authority, resident in the region; (ii) Demonstrated knowledge of, or the ability to apply, the NRM relevant parts of the Local Government and Planning Act, Integrated Planning Act, River Improvement Trust Act 1940, Environmental Protection Act and/or other relevant legislation; and/or; (iii) A comprehensive understanding of NRM issues in the Wet Tropics and a thorough understanding of the role of Local Government in addressing such issues; (iv) Well known and regarded within government and business circles; (v) Highly skilled in one of: Strategic management; Marketing/brokering/joint ventures; Natural sciences; Financial management; and (vi) Demonstrated ability to communicate effectively and sensitively with Aboriginal traditional owners as well as rural and urban communities.

14.7

Director - World Heritage (a) For the purpose of appointing a Director - World Heritage the following selection criteria must be applied by the SISP to the consideration of any candidates: (i) A resident of the Wet Tropics or a person who has a sound knowledge and understanding of World Heritage Values and the requirements for World Heritage listing and the significance to the regional economy, especially through tourism that results from such listing; (ii) Demonstrated experience in conservation management and management of intensive visitation would be an advantage, together with understanding of ecological services supplied by the World Heritage Areas (Terrestrial and Reef); (iii) Broad knowledge of the wider conservation issues across the Wet Tropics bioregion and be able to represent and coordinate individual issues as part of a sustainable landscape planning framework through projects that the NRM Board can implement; (iv) Demonstrated ability to identify and build on synergies between conservation and industry; (v) Demonstrated performance in on-ground conservation activities leading to measured improvement in biodiversity of the region; (vi) Highly skilled in one of: Strategic management; Marketing/brokering/joint ventures; Natural sciences; Financial management; and (vii) Demonstrated ability to communicate effectively and sensitively with Aboriginal traditional owners as well as rural and urban communities.

14.8

Director – Conservation (a) For the purpose of appointing a Director - Conservation the following selection criteria must be applied by the SISP to the consideration of any candidates:

(i)

(ii) (iii) (iv) (v) (vi)

Membership of and/or significant experience in one of the Wet Tropics regions community based conservation organisations, local branches of recognised national organisations, or have community acceptance as an expert advocate for conservation interests; Broad knowledge of the wider conservation issues across the Wet Tropics bioregion and be able to represent and coordinate individual issues as part of a sustainable landscape planning framework through projects that the NRM Board can implement; Demonstrated ability to identify and build on synergies between conservation and industry; Demonstrated performance in on-ground conservation activities leading to measured improvement in biodiversity of the region; Highly skilled in one of: Strategic management; Marketing/brokering/joint ventures; Natural sciences; Financial management; and Demonstrated ability to communicate effectively and sensitively with Aboriginal traditional owners as well as rural and urban communities.

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14.9

Director - Indigenous (a) For the purpose of appointing a Director Indigenous the following selection criteria must be applied by the SISP to the consideration of any candidates: (i) A resident of the Wet Tropics region who has the support of the Traditional -Owners; (ii) Demonstrated understanding of Indigenous natural resource and cultural issues and aspirations; (iii) Demonstrated ability to build on synergies with non-Indigenous groups and their aspirations; (iv) Demonstrated performance in community based NRM; (v) Some business skills; (vi) An understanding of government; and (vii) Communication skills.

Special Resolution - FNQ NRM Ltd Constitution Amendments Explanatory Note Terrain started a conversation with members in 2012 regarding the structure of the Terrain Board. The driver for change was a recognition that the Board should move to a more contemporary structure based upon skills rather than representation of sectors, and the desire to reduce administrative costs. The feedback from that time was that Terrain should provide a more detailed proposal to be recommended to members. In any change, members felt it was important that Directors should collectively understand the matters of interest from different natural resource management sectors.

Terrain's Board looks at the big picture, carries out regular assessment of Terrain's community based NRM delivery and performance and guides it towards achieving its goals. The Board of Terrain is appointed to:     

provide purpose, leadership, direction and a strategic vision; ensure all legal and financial responsibilities are met and that finances are sound and compliant with legal requirements; ensure appropriate risk management frameworks are in place; select and oversee the performance of the Chief Executive Officer; and evaluate and ensure its own effectiveness.

It has been two years since that conversation, during which time Terrain has been addressing significant issues around reduced funding and impacts on staffing and also changes to NRM arrangements with the Australian and Queensland Governments. Having now dealt with two organisational restructures resulting in reductions in staff numbers, the Board can now turn its attention to the discussions about the Board arrangements.

The Board believes it is timely to reconsider the structure and size of the Board. Recent budget impacts amount to a 40% cut in Commonwealth regional delivery funding to Terrain. Consequently, the Board proposes changes to Board size and composition to reflect two desired outcomes:  

To reduce Board costs to Terrain NRM – as one part of a broader process to ensure efficient use of NRM funding and minimise overheads To ensure the effective operation of a smaller Terrain Board which can cover the broad range of NRM issues and meet corporate governance requirements of contemporary not-for-profit Boards.

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Proposed Constitutional Changes The key changes proposed are:

Change

Justification and Outcome

Reduce the Board from its current total size of ten to seven Directors (including the Chair)



Current Best Practice Board reviews indicate seven is an optimal size for Board performance.



Reducing the size of the Board is expected to save $20,000 in operational costs.



Reducing the size of the Board is also expected to have important flow on improvements in administration time and costs for support staff. This is critical at a time of reduced staff numbers.

To streamline the Director selection criteria to ensure both NRM skills and Corporate Governance Skills are included in the selection criteria



Board members have defined obligations under ASIC legislation.



The current selection criteria do not adequately cover the range of skills required on contemporary boards and only include one reference to corporate governance skills.



The Board requires a mix of both skill sets in order to properly carry out its responsibilities.



The SISP will be expected to assess candidates on both skill sets and ensure that selection of Directors provides the widest possible coverage of skills.



SISP independence will remain inviolate.



NRM knowledge and experience will have primacy in the selection process.



In the past, if two excellent candidates applied for the same Director position, the SISP was unable to consider them as a candidate for other Director roles unless they specifically applied.



By simplifying the Constitution, the SISP can select the best possible candidates to cover the range of NRM and Corporate Governance Skills required across the Board.

To provide flexibility in selection processes to ensure the best candidates can be selected

The Directors acknowledge that while specific portfolios are no longer listed in the Constitution, this may represent a challenge for Indigenous Directors who require specific connections back into the region’s Traditional Owner networks. Terrain will support this requirement by working closely with the Wet Tropics rainforest peoples’ established network to ensure consultation and connections to decisions made by the Terrain Board.

Steps proposed: If Constitutional changes are accepted by Members at November 2014 AGM, it is proposed, that similar to the staff changes completed recently, a process be undertaken by the Standing Independent Selection Panel to select the Directors from the existing Board. This will ensure maximum continuity and minimise the sometimes significant costs associated with Board recruitment advertising.

For the Director position that must be filled by an Indigenous person, the process will be different. The existing two Indigenous Directors have chosen to retire following the February 2015 Board meeting to allow Traditional Owners of the Wet Tropics to nominate candidates for the Director position that must be Indigenous. In this instance Terrain will write to the Traditional Owner organisations in the Wet Tropics

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seeking nominations. The nominees will then be subject to the SISP recruitment process at the same time as selection for the other Directors.

In addition, the SISP recruitment process will need to incorporate previous comments from members regarding the need for critical NRM sector coverage for Conservation and Industry. Remember, the SISP is selected and represents Terrain members and as such members can provide feedback to the SISP regarding their processes.

Beyond this Board restructure, the next recruitment process for Directors would then take place in 2016 when one third of Directors will be due to retire.

Next Steps summarised: November 2014

February 2015



AGM - Existing Three vacant Directors positions filled – as per existing SISP process (to ensure continuity)



AGM - Three SISP vacancies filled



AGM – Vote for Constitutional amendments



Board Meeting

If Constitutional changes agreed by members  March 2015

Two existing Indigenous Directors retire

If Constitutional changes agreed by members 

Indigenous vacancy advertised across Traditional Owner organisations



SISP undertake process on behalf of Members to select six Directors from: - the remaining seven (after two Indigenous Directors retired) - Indigenous candidate from the broader Traditional Owner recruitment process.

All selection processes are based on the new requirements for Directors to have both NRM and Corporate Governance Skills.



The Chair will not be subject the “re-selection” process during this Board selection process, as this has just been filled. The Chair’s position will be open again in 2017.

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