Corporate Governance

1 Background

The Board of Jigsaw Foundation has adopted this Board Charter to guide Board members and officers as to the role of the Board and the standards of conduct expected of our Board members.
This Board Charter should be read in conjunction with the Constitution and Code of Conduct of Jigsaw Foundation.

2 Role of the Board

The Board is ultimately responsible for the oversight and review of the activities, management and governance of Jigsaw Foundation, including:

  • authorising policies and overseeing the strategic direction of the Foundation;
  • establishing goals for the Foundation, in terms of both fundraising and the best use of the funds raised;
  • monitoring the achievement of the Foundation’s goals.
3 Board guarantee

In carrying out its responsibilities and powers as set out in this Charter, the Board will at all times recognise its overriding responsibility:

  • to act honestly, fairly and diligently;
  • to act in accordance with laws and regulations;
  • to avoid or manage conflicts of interest;
  • to support and be consistent with Jigsaw Foundation’s objectives; and
  • to achieve and maintain community respect.
4 Composition and responsibility

4.1 Composition

The Board will consist of no less than 3 members and no more than 8 members. The Board may increase these numbers where the Board considers additional expertise is required or when an outstanding candidate is identified.

4.2 Board Policy/Management

The Board of Jigsaw Foundation will guide its employees, contractors and agents in relation to the operations of the Foundation, including:

  • the raising of funds for the purposes of the Foundation;
  • the use of those funds in furthering training or research in relation to craniofacial and maxillofacial surgery; and
  • the dissemination of information regarding craniofacial and maxillofacial conditions and surgery.

The Board will also have oversight of:

  • the finances of the Foundation;
  • contracts to which the Foundation is a party; and
  • all other matters that may significantly influence the operations of the Foundation.

4.3 Commitment

All directors are expected to devote the necessary time to discharge their duties.

5 Delegation of authority

The Board from time to time may establish committees to streamline the discharge of its responsibilities and, for each committee adopt a charter setting out the matters relevant to the composition, responsibilities and administration of such committees.

The Board may also delegate specific functions to ad-hoc committees on an ‘as needs’ basis. The powers delegated to these committees are set out in Board resolutions. The composition, role and performance of each committee will be reviewed on an annual basis as part of the Board’s performance assessment process.

6 Governance

6.1 Code of Conduct

All directors are expected to comply with Jigsaw Foundation’s Code of Conduct and maintain the highest standard of ethical behaviour by discharging their duties with respect to the business of Jigsaw Foundation.

6.2 Conflicts of interest

Directors are required to take all reasonable steps to avoid actual, potential or perceived conflict of interest with Jigsaw Foundation.

7 Administrative matters

The Board determines a schedule of meetings at the beginning of each year. Additional meetings are held as required to address specific issues. All minutes of the Board or a committee are required to be signed by the chairperson as a true and correct record. All directors and other attendees at Board or committee meetings are as officers and/or fiduciaries are to keep all information presented to (whether written or oral) or discussed at Board meetings confidential.

8 Review

The Board of Jigsaw Foundation will, at least once in each year, review the membership of and charter of the Board to determine their adequacy in the then current circumstances of the Foundation and to determine that the Board’s processes are adequate to ensure it is able to carry out its functions in the most effective manner.