Creating Skills for life

APTC Board Charter

1. PREAMBLE

This Charter sets out the governance and management arrangements for the Australia-Pacific Training Coalition (APTC) Board. It defines the respective roles and responsibilities of the APTC Board, APTC Management, the Managing Contractor and the Australian Department of Foreign Affairs and Trade (DFAT) in setting the direction, management and control of the APTC.

2. ABOUT THE APTC

	2.1	The APTC was established as the Australia-Pacific Technical College in July 2007 with the support of the leaders of the
		Pacific islands Forum, funded by the Australian aid program, and with the expectation it would make a significant contribution to developing a skilled and competitive Pacific workforce.

	2.2	APTC Stage I was implemented from 2007 until 2011. Stage 2 (with an extension) ran from 2011 to June 2018. APTC
		Stage 3 commenced in July 2018, and is expected to continue for eight years until June 2026.

	2.3	Phase 3 introduced significant reform to APTC's business model and priorities. Expanding beyond the enclave-based
		direct delivery of training services, APTC will increasingly work with national WET systems to build their capability to deliver internationally accredited qualifications that can meet the demands of local and regional labour markets. In addition, APTC now has specific obligations to support Pacific labour mobility through the development of a two-track approach to training that meets both national and regional/international labour market needs, and to maintain a close relationship with the Pacific Labour Facility.

	2.4	The goal of APTC in Phase 3 is: A more skilled, inclusive and productive workforce enhances Pacific prosperity. The
		supporting purpose is: The skills and attributes available to employers from TVET systems align with labour market requirements.

	2.5	By June 2026, APTC is expected to have achieved the following outcomes:
		a) Graduates have improved employment outcomes b) Co-investment in skills training increases c) Selected WET partners demonstrate quality WET provision.

3. APTC GOVERNANCE AND MANAGEMENT

	3.1	The APTC is an Australian development program, owned and governed by the Australian government. It is not a legal entity.
		It's services are implemented under a contract agreement between the Australian government, through DFAT, and the Queensland Government, through TAFE Queensland.

	3.2	TAFE Queensland is the Managing Contractor for the APTC and is accountable to DFAT for the efficient and effective
		performance of APTC. TAFE Queensland assigns certain powers, duties and responsibilities to the Chief Executive Officer (CEO) and the APTC management team to carry out the roles and responsibilities as prescribed in its contract with DFAT.

4. PURPOSE AND ACCOUNTABILITY OF THE APTC BOARD

	4.1	The APTC Board is an Advisory Board, not a Governing Board. Its purpose is to advise DFAT and APTC management on,
		and act as a sounding board for, those strategic matters most likely to strengthen APTC outcomes and impact; and to assist with the development and maintenance of trusted strategic relationships in the region.

	4.2	The APTC Board is established by the Department of Foreign Affairs and Trade and operates at DFAT's sole discretion. The
		Board is accountable to DFAT, through its Chair, for the efficient and effective performance of its role.

5. ROLE OF THE APTC BOARD

	5.1	The Board has two core roles in support of the achievement of the goals and objectives of the APTC:

		a) Advise DFAT and APTC management on, and act as a sounding board on, the following strategic matters:

		Achieving improved employment outcomes of APTC graduates Embedding APTC in Pacific TVET systems Gradual introduction of co-investment Renewed emphasis on labour mobility Re-invigorating and brokering new partnerships, and enabling locally-led coalitions for reform Any other matters of strategic significance which DFAT and/or APTC management consider would benefit from Board advice.

		b) Assist DFAT and APTC, as requested, with the development and maintenance of strategic relationships with business
		and government in the region.

	5.2	The Board will be disciplined in carrying out its role, with the emphasis on strategic issues.

6. STRUCTURE AND COMPOSITION OF THE APTC BOARD

Membership

	6.1	All members of the APTC Board, including the Chair, are appointed by DFAT.

	6.2	The APTC Board consists of up to eight members:

		a) the Chair; b) one member nominated to represent DFAT; and c) up to six independent members.

	6.3	Independent membership will be offered to individuals based on their relevant skills and experience, not on the
		organisations or constituencies that they may be affiliated with.

	6.4	No alternates or substitutes will be allowed for independent Board members.

	6.5	The APTC CEO is not a member of the APTC Board, but will attend and actively contribute to all Board Meetings. The CEO
		may be asked to absent themselves from certain sessions should members consider appropriate from time to time.

Appointment

	6.10	Members will be appointed for a term of up to three years, with provision for re-appointment for a second term subject to
		their ongoing performance and continuing relevance of their skills and experience.

	6.6	At least 50% of Board members should be women.

	6.7	At least 50% of Board members should be Pacific Islanders.

	6.11	DFAT reserves the authority to appoint additional members (beyond eight), and to replace or remove Board members, at
		its discretion. Appointment to any vacancy on the Board will be made by DFAT.

Skills and Expertise

	6.5	The APTC Board is a skills-based Board comprising members who, collectively, have the skills, knowledge, and experience
		necessary to provide strategic advice to DFAT and APTC.

	6.6	Individually, all Board members should have:

		a) Strategic expertise — the ability to understand, review and contribute to the development and execution of APTC
		strategies.

		b) Soundness of judgment — necessary to perform their role.

		c) Pacific knowledge — sufficient to understanding the context in which APTC operates.

	6.7	Collectively, the Board should have the following skills, knowledge, experience:

		a) Regional expertise — deep knowledge of the Pacific region and Pacific regionalism with networks into business,
		government and civil society in the region.

		b) TVET expertise — Experience in and knowledge of Technical and Vocational Education (TVET) system reform in
		Australia and/or the Pacific.

		c) Industry knowledge — knowledge of and ability to reach into and communicate effectively with Pacific business and
		employer communities.

		d) Labour market expertise — knowledge and understanding of Pacific economies, labour markets, workplace
		productivity and labour mobility issues.

		e) Co-investment expertise — understanding of the principles of co-investment in skills training and workforce
		development and of effective strategies for increasing investment by individuals, employers and governments in Pacific
		NET.

		f) Development expertise — Practical knowledge and understanding of new approaches to development effectiveness,
		including thinking and working politically, brokering relationships, locally-led reform and iterative problem-solving.

Observers and Attendees

	6.7	In addition to the eight Board members, the CEO and the Board Secretary, two observers will be invited to attend Board
		meetings:

		a) a DFAT officer with program management responsibilities for the APTC; and
		b) a representative of the Contractor, TAFE Queensland.

	6.8	Independent experts and specialists or representatives of national or regional organisations may be invited to attend and
		speak to particular agenda items at a Board meeting, as approved by the Chair.

	6.9	Members of APTC Management may be invited to attend and speak to particular agenda items as agreed between the
		APTC CEO and the Board Chair.

Chair

	7.7	The primary role of the Chair is to set the meeting agenda in consultation with the APTC CEO; lead and facilitate effective
		discussions at Board meetings; and provide support and guidance to the AWP CEO and DFAT as required at and between meetings.

	7.8	Should the Chair of the Board be absent from a meeting, the DFAT member will chair the meeting. A meeting of the APTC
		Board cannot proceed without either the independent chair or the DFAT member present to serve as Chair.

7. APTC BOARD PROCEDURES BOARD PAPERS

	7.1	A Board Secretary will be provided by APTC Management. The Board Secretary working under the direction of the APTC
		CEO, and in consultation with the Board Chair, will provide effective secretariat support to the Board, including the following:

		a) Agenda: providing a draft agenda for approval to the Chair at least one month prior to the meeting. The Board has
		sole authority over its agenda and exercises this through the Chair. Any member may, through the Chair, request the
		addition of an item to the agenda. The agenda will be set by the chair in consultation with the CEO.

		b) Meeting Papers: distributing Board papers to Members at least two weeks before each Board meeting. The APTC CEO
		will prepare papers which provide the Board with relevant and material information, are of an appropriate length,
		strategically focused and make clear what advice is being sought from the Board.

		c) Board Minutes: providing draft Board minutes to Members for comments and our-of-session approval within one
		month of the meeting date. Board Minutes will be held in APTC's records management system.

		d)Board Communique: Following the Board's approval of the Minutes, a short Board Communique will be publicly
		available on the website.

		e) Follow-up: ensuring timely follow up on Board decisions.

Frequency and Notice for Meetings

	7.2	The APTC Board will meet twice each year, for up two days. Meeting location will rotate to enable the Board members to
		interact with national stakeholders, and through their presence, raise the profile of the APTC across the region and in
		Australia.

	7.3	The date of Board meetings will be established at least six 6 months in advance.

	7.4	Provision shall be made for a third "remote" meeting, should DFAT or APTC management wish to seek Board advice. in
		addition, the Board will receive brief and regular emailed updates from the CEO between meetings

	7.5	The Board Secretary will organise the venue for the meeting, and where requested, make travel and accommodation
		arrangement for Board members. Members of the Board who are unable to attend a scheduled meeting must advise the
		Secretary in sufficient time to enable appropriate cancellation of travel and accommodation arrangements

Quorum for Meetings

	7.6	The quorum for a Board meeting is five members, one of whom must be the Chair. Attendance in person is a requirement,
		unless otherwise agreed with the Chair.

Remuneration & Expenses

	7.7	Independent Board members may be entitled to a sitting fee if they are self-employed or employed by a small-to-medium
		sized public or private business. Employees of government departments and organisations will not be eligible for a sitting
		fee. Sitting fess will be determined and approved by DFAT and will cover both attendance at Board meetings and time read
		Board papers and prepare for meetings. Any fees will be paid in accordance DFAT's Aid Adviser Remuneration Framework.

	7.8	Board Members will be reimbursed for costs of accommodation, travel, and incidental expenses associated with attendance
		at Board meetings and related formal activities. Cost will be paid in accordance with DFAT's travel policy.

Insurance

	7.9	Each Member of the Board must arrange and maintain adequate medical and dental and medical evacuation insurance for
		the Member when traveling away from the Member's home country on Board business. Neither the effecting of insurance
		nor any failure to effect such insurance will in any way limit, reduce or otherwise affect any of the obligations,
		responsibilities and liabilities of the Member. In the event of an Insurance claim any deductible/excess payable will be the
		responsibility of the Member.

	7.10	DFAT may, at it's discretion, reimburse the Member the cost of obtaining Insurance referred to above.

8. CONDUCT OF BOARD MEMBERS

Code of Conduct and Ethics

	8.1	The code outlined in Attachment 1, effectively forms part of the general obligations of all Board Members, including
		Members of observer status, to act with honesty, integrity, diligent and to exercise a high degree of care when carrying out
		their duties not seek to impinge upon individual rights of Board Members as private citizens.

	8.2	An APTC Board Member shall not be, or for any purpose be deemed to be, and must not represent her/himself as being,
		an employee, partner, or agent of DFAT. An APTC Board Member cannot direct APTC employees and any request for
		information considered reasonably necessary for them to discharge their duties is to be made through the CEO.

Conflict of Interest

	8.3	Although the Board provides advice to DFAT, it may be necessary for commercially confidential information to be shared in
		order for the Board to be fully informed when providing advice.

	8.4	A Board Member who has conflict of interest involving a material personal interest or other conflict will, as soon as
		practicable after the relevant fact has come to their knowledge, declare such interest in writing to DFAT.

	8.5	A Board Member who has material personal interest in an issue to be considered at a meeting of the Board must
		disclosure the interest in the meeting and must not be present or take part in the meeting while the issue if being
		considered.

Confidentiality

	8.6	APTC management prepares papers for the Board's consideration and where appropriate will mark them as confidential.
		Board Member must not disclose confidential information to anyone other than APTC staff nor take advantage of, for their
		own personal gain, Information to which they have access as a result of their services to the APTC Board.

	8.7	The Board's responsibility, in respect to all matters involving APTC, is to DFAT.

	8.8	Public statements about the Board or operations of the APTC by Members may only be made with the prior permission of
		the Chair who will consult with DFAT and APTC as necessary. The duty of confidentiality continues after the Member ceases
		to be a Member of the Board.

Declaration

	8.9	All Board members will be required to sign the Confidentiality, Media Management Undetaking and Conflict of Interest
		Declaration at Attachment 2.