FOREST INDUSTRY SAFETY ACCORD

August 2017

The role of a FISA Director

FISA acts through three bodies of people – the board of Directors, the steering group and its members.

Any person who is willing to act as a Director, and is permitted by law to do so, may be appointed to be a Director by the Steering Group by ordinary resolution.

A Director shall serve for a maximum period of two years from the date of appointment as a Director. At the end of this period, a Director shall immediately resign but shall be eligible for immediate re-appointment provided he is willing to be re-appointed.

Subject to the FISA Articles, the board of Directors are responsible for the general management of FISA’s business and in particular shall:

  • Establish appropriate operating procedures and business plans for FISA;
  • Oversee the organisational management of FISA;
  • Manage and review the cash flow and accounts of FISA;
  • Ensure FISA’s affairs are in good order;
  • Ensure liaison and document review within a timely manner;
  • Ensure frequent liaisons with the Steering Group (attend Steering Group meetings) in relation to the matters set in the FISA Articles;
  • Participate in monthly board conference call meetings; and
  • Attend the FISA AGM.

The board should act together as a board, and refer all ‘Key Strategic Management Decisions to the Steering Group’.

As a Director you must:

  • Act in accordance with FISA’s constitution (the Articles & Rules), and only exercise your powers for the purposes for which they were given;
  • Promote the work and success of FISA for the benefit of the members as a whole;
  • Exercise independent judgement and make your own decisions. This does not prevent you from acting in accordance with FISA’s Articles & Rules;
  • Exercise the same care, skill and diligence that would be exercised by a reasonably diligent person;
  • Avoid a situation in which you have, or could have an interest that conflicts, or may conflict, with the interests of FISA;
  • Not accept benefit from a third party given because you are a Director or because you do (or not do) anything as a Director; and
  • If you are in any way, directly or indirectly, interested in a transaction or arrangement with FISA, you must declare the nature and extent of that interest to the other Directors.

The Companies Act 2006 imposes an array of other obligations on you as a Director. Some are personal in nature and are specifically addressed to the Directors. Others arise from the responsibility of the Directors to ensure that FISA carries out its obligations.

Obligations are also imposed on you as a Director from other sources beyond the main companies’ legislation. Some examples are:

  • A Director owes a duty of confidentiality to FISA and must use or disclose FISA’s confidential information only for the benefit of FISA.
  • Directors are responsible for ensuring that FISA complies with its obligations relating to health and safety law; environmental legislation; and anti-corruption legislation.

The role of a FISA DirectorAugust 2017