Call for Nominations - ANZSA Directors
Nominations for election to the ANZSA Board of Directors are now open and will close at 5pm, Friday, 4 September 2020.
ANZSA is approaching its second anniversary as a new entity following approval by members at the October 2018 meeting to the merger of the Australian Sarcoma Group (ASG) and Australasian Sarcoma Study Group (ASSG). Under the Constitution, nomination for Directors is provided at clause 13.2 and Ordinary Members have the power to vote as outlined in Clause 5.2. The Board adopted a contemporary Board Charter in October 2019. Clause 10.1 outlines provisions covering Board composition and size and in particular states as per the Constitution that the minimum number of directors is 5. The maximum number of directors is to be fixed by the Board, but may be no more than 12, unless the Company in general meeting resolves otherwise.
The board of directors presently comprises seven members and an observer to the Board. For succession planning purposes directors offer themselves for election on a staggered basis as outlined under clause 10.4 in the Board Charter.
At the 2020 AGM the Board is seeking member voting for candidates for two additional directors expanding the size of the board to nine plus an observer. Clause 10.1 provides amongst other matters an outline of the skills, as a whole, through the mixture of director appointments to serve the interests of ANZSA.
The Board is seeking candidates with a background in research science with experience in laboratory and translational research in sarcoma who is currently an active laboratory researcher. The Board is also seeking candidates with advocacy and fundraising experience. The successful Directors will commence their respective roles from the conclusion of the October 2020 AGM, and will serve for an initial period of 3 years and will then be eligible to nominate for a further term of 3 years.
Nominees will be reviewed by the Board for suitability and inclusion in the nomination process or otherwise prior to the opening of the election as per the Board Charter clause 10 and in particular 10.3 (b) and 10.3 (c).
Current Directors Standing for Re-election
Geoff McKinnon, consumer representative, and Peter Steadman, orthopaedic surgeon, are standing for re-election at the 2020 AGM.
Making a Nomination
Please return your completed nomination form, current CV and a short letter outlining your case for consideration to be a director of ANZSA via email by no later than 5pm, 4 September 2020 (please see nomination form for contact details).
Ordinary Members of ANZSA are eligible to be nominated for the Board and to participate in voting for the vacant positions.
Please download the nomination form here.
Following receipt of nominations, voting instructions will be dispatched no later than Friday 18 September 2020, proxies and online votes will close at noon on Wednesday 9 October 2020.
Duties of Directors
ANZSA is a Company Limited by Guarantee and operates within the provisions of the Corporations Act 2001 (Cth). In managing the business of a company, directors and officers are subject to a range of duties, which are designed to protect the company and, ultimately, the members by attempting to ensure that the directors and other officers are loyal to the company.
The responsibilities of directors include the duty to:
- act in good faith in the best interests of the company
- act for proper purposes
- act with due care and diligence
- not misuse information or position
- prevent insolvent trading
- not fetter discretions
- avoid conflicts of interest.
The Board has the power, and also the legal responsibility, to manage the company. The Corporations Act states: "The business of a company is to be managed by or under the direction of the directors’ (s.198A(1))."
All nominees are required to complete a Disclosure of Interests and endorse a Board Director Statement, prior to the election.
Elected Directors will be required to sign the Board Members’ acknowledgement of Board Charter.