information pack - destination network independent board

Information Pack

for the role of

Destination Network Independent Board Director

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DESTINATION NETWORK (DN) ROLES AND RESPONSIBILITES

Overview:

Six Destination Networks (DNs) are being established across NSW as a result of a review of Regional Tourism Organisations undertaken by the Board of Destination NSW on behalf of the NSW Government. The DNs are:

1. Destination Riverina Murray2. Destination Southern NSW (including the Snowy Mountains and the Far South

Coast)3. Destination North Coast (from the Mid-Coast to Tweed Heads including Lord Howe

Island)4. Destination Country & Outback NSW5. Destination Sydney Surrounds – North (including the Blue Mountains, Central Coast

and the Hunter)6. Destination Sydney Surrounds – South (including the Southern Highlands, and

Wollongong and Shoalhaven).

DNs are companies limited by guarantee with the primary responsibility for driving the growth of the visitor economy in each respective region to help achieve the NSW Government’s overnight visitor expenditure goal for 2020. The operations of DNs are funded by Destination NSW, the NSW Government’s tourism and major events agency, and DNs report against a robust KPI and corporate governance framework. The DN has a close working relationship with Destination NSW, primarily via its new Regional Tourism Division. A Destination NSW representative also sits on each DN Board as an observer.

The DN’s role is a destination manager that facilitates visitor economy growth at the local level, through representing and co-ordinating the region’s tourism industry. Core responsibilities include industry engagement and industry development, product development, facilitating training and education to upskill local industry, undertaking preliminary reviews of the region’s Regional Visitor Economy Fund (RVEF) applications to ensure quality/compliance with guidelines, and to work in collaboration with Destination NSW (DNSW) in the development and implementation of domestic and international regional marketing strategies and campaigns.

These activities are undertaken in alignment with the region’s local tourism industry, Local Tourism Organisations, Local Government, Joint Organisations and other local organisations and stakeholders relevant to the region. Through active communication, DNs also act as a conduit for other Government agencies, and commercial partners to engage with the regional tourism industry and vice versa.

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Specific Roles and Responsibilities:

Corporate Governance and Reporting

• Conduct the business of the DN along sound corporate governance guidelines andproduce regular financial and operational reports to the DN Board and DNSW.

• Meet all ASIC requirements of companies limited by guarantee.

Planning and Operations

• Lead the strategic, operational and financial management of the DN.• Oversee and manage the profile of the DN as well as its development and delivery of

industry engagement, business and product development, and education and trainingprograms and activities with and for key stakeholders and the tourism industry withinthe region.

Regional Leadership and Engagement

• Lead, represent and co-ordinate the region’s tourism industry and grow visitation tothe relevant region through supporting the development of quality visitor experiences,products, professional development of the industry and promoting the destination.

• Act as a conduit for Destination NSW, other Government agencies and commercialpartners to engage with the regional tourism industry and vice versa.

• Provide regular communication with stakeholder groups (e.g.: State TourismOrganisation ie: Destination NSW, Local Government, Local Tourism Organisations,industry associations and tourism operators).

• Work with Local Government and industry on product development, includinginvestment attraction.

• Explore Industry Development initiatives (i.e. identify opportunities for growth) e.g.Conferencing, Field Study Tours, local industry education and training needs,especially for small to medium sized tourism operators).

• Disseminate information to local operators on Destination NSW Co-OperativeMarketing Opportunities and co-ordinate industry participation in their region.

• Work in collaboration with DNSW led marketing and communications activity for theDN’s ‘hero’ destinations, experiences, events and festivals and regional campaigns.

• Keep Destination NSW and the relevant Destination NSW Zone Manager appraisedof any local issues or concerns.

Program Administration

• Develop, implement and monitor the region’s Destination Management Plan andAnnual Business Plan, in alignment with the NSW Government’s Visitor EconomyIndustry Action Plan (VEIAP), the State-wide Destination Development Plan (DMP)and local tourism and related plans.

• Prepare the DN’s funding program applications and manage the delivery andreporting for any successful funds granted.

• Undertake initial assessment of the region’s DNSW funding program applications, incollaboration with DNSW’s Regional Tourism Division.

• Oversee the administration and implementation of regional conferencing projects, incollaboration with DNSW’s Regional Conferencing Unit.

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• Assist and encourage local festival organisers to apply for Regional Flagship EventFunding and, where applicable, Major Event Funding, in collaboration with DNSW’sRegional Events Unit.

Other

• Identify local tourism research, where applicable, to improve decision making andinform investment decisions, in collaboration with DNSW.

• Be the key point of contact for DNSW for information on any natural disasters andlocal issues that might impact tourism activities.

• Undertake tasks and projects as otherwise directed by the DN Board and DNSW.

ROLE DESCRIPTION

Purpose of Role: The Destination Network (DN) seeks to appoint Independent Directors to its Board comprised of 5 Directors (7 Directors for Destination Country and Outback NSW).

The role requires:

• The attendance at approximately 10 Board meetings and at least one Boardcommittee meeting per calendar year

• In addition, it may be necessary to partake in monthly conference calls formanagement/financial reporting and general compliance

• Attend meetings of Directors including the annual general meeting and anyextraordinary general meetings

• Participate in other Board committee meetings as applicable.

Independent Board Directors

Competencies – Role Related: • Knowledge of a Director’s responsibilities – includes an understanding of the role

as well as the legal, ethical, fiduciary and financial responsibilities.• Strategic expertise – the ability to review the strategy through constructive

questioning and suggestion and contribute to the effective decision making of theBoard.

• Accounting and finance – the ability to read and comprehend the company’saccounts, financial material presented to the Board, financial reporting requirementsand some understanding of corporate finance.

• Legal – the Board’s responsibility involves overseeing compliance with numerouslaws as well as understanding the individual Director’s legal duties andresponsibilities and conflict of interest.

• Risk management – experience in managing areas of major risk to the organisation.• Managing people and achieving changes – experience in current management

thinking on employment branding, engagement, strategic vision and stakeholdercommunication, experience in executive remuneration and compensation.

• Industry knowledge – experience in similar organisations or industries.

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Competencies – Personal: • Integrity – fulfilling a Director’s duties and responsibilities, acting ethically, not

disclosing commercial in confidence information, putting the organisation’s interestsbefore personal interests, and managing any conflict discreetly.

• Collaborative yet curious and courageous – a Director must be able to function asan effective team member but also must have the curiosity to ask questions and thecourage to persist in robust discussion with management and fellow Board Memberswhere necessary.

• Emotional intelligence – as well as self-awareness and self-management; aDirector needs to demonstrate empathy manifested through strong interpersonalskills. A Director must work well in a group, listen well, and be tactful yet able tocommunicate a cogent and candid viewpoint.

• Commercial judgement and instinct – a Director needs to demonstrate goodbusiness instinct and acumen and be able to assimilate and synthesise complexinformation.

An active contributor with genuine interest in the organisation and its business.

Remuneration and Term

Annual Fee $10,000

Term 3 to 4 years

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How to Apply

Applications are invited by submitting a CV and covering letter supporting your application to the Executive Search consultancy assisting Destination NSW, Allegis Partners.

If applying for more than one role, please make a separate application for each role.

Closing date for applications is 31 July 2016.

Click HERE to make an application.

POSITION LOCATION JOB NUMBER

(5x) Directors Sydney Surrounds – North (including The Hunter, Central Coast and Blue Mountains)

1680

(5x) Directors Sydney Surrounds – South (including Southern Highlands and Wollongong and Shoalhaven)

1682

(5x) Directors North Coast (from the Mid-Coast to Tweed Heads including Lord Howe Island)

1684

(5x) Directors Southern NSW (including Snowy Mountains and the Far South Coast)

1686

(5x) Directors Riverina Murray 1688

(7x) Directors Country & Outback NSW 1690

For any further enquiries, please contact Edua Potor at Allegis Partners at

[email protected] or on (02) 9087 6850

mailto:[email protected]

http://www.talent2.com/AllegisApplicationsDNSW

DN Board Code of Conduct

Destination NSW Destination Network Boards

Code of Conduct

July 2016

DN Board Code of Conduct Page 2 of 9 4 July 2016

Table of Contents

Introduction ....................................................................................................... 3

Board Procedures .............................................................................................. 4

Code of Conduct ................................................................................................ 5

Personal and Professional Behaviour ................................................................. 5

Conflicts of Interest ............................................................................................ 6

Official and Confidential Information ................................................................. 7

Breaches of the Code ......................................................................................... 8

Allegations of Impropriety ................................................................................. 8

Financial Management ...................................................................................... 9


Introduction The new Destination Networks (DNs) are companies, limited by guarantee with the primary responsibility for driving the growth of the visitor economy in their respective region to help achieve the NSW Government’s goal of doubling overnight visitor expenditure by 2020. Each DN will be given a set funding allocation from the NSW Government’s tourism and major events agency, Destination NSW, to cover the operations of the DN. The DN must report against robust KPIs and adhere to a sanctioned corporate governance framework. The DN has a close working relationship with Destination NSW (DNSW), primarily via its Regional Tourism Division. A senior Destination NSW representative also sits on each DN Board as an observer. The DN’s role is a Destination Manager that facilitates visitor economy growth at the local level, through representing and co-ordinating the region’s tourism industry. Core responsibilities include industry engagement and industry development, product development, assist with training and education to upskill local industry, undertake preliminary reviews of the region’s Regional Visitor Economy Fund (RVEF) applications to ensure quality/compliance with guidelines, and to work in collaboration with DNSW in the development and implementation of domestic and international regional marketing strategies and campaigns. These activities are undertaken in alignment with the region’s local tourism industry, Local Tourism Organisations, Local Government, Joint Organisations and other local organisations and stakeholders relevant to the region. Through active communication, DNs also act as a conduit for other Government agencies, and commercial partners to engage with the regional tourism industry and vice versa. DNs may wish to develop their own Board Procedures and Code of Conduct in which case, such documents must be lodged with Destination NSW. Board Directors will at all times comply with all relevant laws, including but not limited to the Corporations Law.


Board Procedures The DN Board has formal documentation relating to the following items:

• Role and Responsibilities of the Board

• Role of Chairperson

• Duties of the Board Directors

• Meeting Schedule

• Quorum

• Voting

• Agendas and Minute Taking

• Transaction of Business Outside of Meetings

• Disclosure of Pecuniary Interests

• Disclosure of Conflicts of Interests

• Financial Management

• Disclosure and Misuse of Information

• Taking of Minutes and Distribution

• Establishment and management of Board Committees e.g. Audit and Risk and Finance

• Establishment and management of any Industry Advisory Committees

• Financial and Contract Delegation Levels for Staff

• Executing Documents

• Dispute Resolution Procedures

• Corporate Governance Procedures.


Code of Conduct The DN Board will have a formal document signed by each Board Director relating to the following items:

Personal and Professional Behaviour Board Members are expected to always:

be honest, reasonable, fair and sensitive in all dealings with members of the public and DN staff and fellow Board Directors

give accurate and impartial advice

follow relevant legislative, industrial and administrative requirements

adhere to the Equal Employment Opportunity principles and the Ethnic Affairs Priorities Statement

adhere to the Board procedures

maintain public confidence and trust

respect people

be accountable and transparent

not discuss confidential information with non-Board members or the media

use official resources with economy and efficiency

manage conflict discreetly

adhere to the values of the DN

adhere to this Code of Conduct.


Conflicts of Interest Board Directors must ensure their personal interests do not conflict with their DN Board responsibilities. For example, a conflict of interest may exist when any one or more of these circumstances arise:

a Board Director has a financial interest in a matter the DN deals with, or a Board Director has friends, relatives or acquaintances which have a financial interest in the matter before the Board

a Board Director’s personal beliefs or attitudes (commercial, religious, social, or political) may influence the impartiality of the work done or advice given

a Board Director may accept another source of employment, contract or appointment that may, or may appear to, compromise the Board Director’s integrity and that of the DN

a Board Director is a shareholder in, director of, partner of or consultant to a company or organisation with which the DN proposes to contract, whereby that Board Director ought not to participate in any discussions relating to the proposed contract, nor vote thereon, nor be present during any such discussions

a Board Director is remunerated either on the basis of a fixed salary, a commission or a retainer basis, by a company or organisation with which the DN proposes to contract, whereby that Board Director ought not to participate in discussions relating to the proposed contract, nor to vote thereon, nor be present during any such discussions

a Board Director holds a position on a board of, is a partner of, is a shareholder in, is employed by or on a retainer with, a company or organisation with whom a competitor company or organisation the DN is proposed to contract with, whereby that Board Director ought not to participate in the discussions relating to the proposed contract, nor vote thereon, nor be present during any such discussions

a Board Director is involved as a director of, partner of, an employee of, an adviser or a consultant to a company or organisation which advised clients in relation to potential contracts with the DN, whereby that Board Director ought not to participate in discussions, nor vote in relation to the proposed contract, nor be present during any such discussions

a Board Director is a member of an external Board of an organisation whose interests may conflict with those of the DN such as entities that seek grants from the DN or normally lobby Government on issues that are managed by the DN.

The previous list is indicative only and there may be other situations that can lead to a real or perceived conflict of interest. Equally, a Board Director must not prefer, promote or protect the interests of any particular group of Board Director or the Board Director’s personal or commercial interests at the expense of the best interests of the DN or region as a whole. It is the responsibility of the Board Director to avoid conflicts that could compromise the impartial performance of such a Board Director role, and to disclose potential, actual or perceived conflicts of interest to the DN. A Board Director must declare interests upfront and must update the DN of any changes as they occur.


Official and Confidential Information During the Board Director’s appointment, access to commercially confidential and/or sensitive information or to personal information may occur. A Board Director is expected to protect the integrity and security of information and documents for which he or she is responsible and to adhere to relevant legislation. Except, if required to by law, this means that a Board Director:

must not use this/said information for any unofficial purpose outside the DN

may use confidential or official information only in relation to the role of Board Member and consistent with the obligation to act impartially

must be cautious and use sound judgement when discussing sensitive information with other DN employees. This should be confined to staff that need the information to do their job, or people who can by reason of their experience, provide useful assistance

must not use information gained in his or her professional capacity for personal gain or of gain by friends, relatives or acquaintances

may disclose information that is normally available to members of the public

may disclose information if the request for information is legitimate and the appropriate authority to release it is given

must not improperly collect, use or disclose the personal information of individuals such as clients or staff members

must not use information to cause harm or detriment to the DN or any person or Committee/Board or DNSW or the NSW Government

must at all times properly and safely store the DN’s documents

must not remove official information from the DN’s premises unless required for work purposes

must treat emails as carefully as hard copy information.

Misuse of official information or documents includes:

speculation in shares, commodities, or property on the basis of confidential information about the affairs of a business or of proposed Government investments or actions

seeking to take advantage of another person, for personal reasons, on the basis of information held in official records

disclosing sensitive information to members of the public, clients, lobby groups, media, or other government organisations without proper authority

providing or trading confidential information for use by private investigators, banks and credit agencies.

These requirements apply to any information obtained during the course of an appointment to the DN Board and continue after completion of the appointed term.


Breaches of the Code The DN may take action for breaches of this code. Action may include termination of Board appointments by DNSW or the DN Board and in serious cases, the matter may be referred to the police or other appropriate authorities.

Allegations of Impropriety It is important that the conduct of contractors, consultants, committee and Board Directors reflect the principles and ethical requirements set out in this Code at all times. If allegations about inappropriate conduct are made or aired in the public domain which, if true, would constitute a breach of the Code, the Board Director concerned will be asked to stand down from the Board by the Minister or his or her delegate. Allegations made in the public domain include:

being referred to in sworn evidence (either oral or written) in any court or tribunal proceeding

being the subject of or named as a person of interest in any investigation or proceedings by any other governmental or quasi-governmental body in any jurisdiction.

The contract may be renewed or the Board Director may resume his or her membership of the committee/Board when the relevant court, tribunal or other body makes a finding of fact that the allegations are unfounded, or otherwise when the Minister or his or her delegate so determines. The code of conduct may also refer to specific policies in relation to:

• Intellectual Property

• Use of official facilities and equipment

• Public or media comment

• Alcohol and drugs

• Trade solvency

• Receiving gifts, gratuities and hospitality.


Financial Management DN Boards must maintain appropriate accounting practices in the management of their funds and debt recovery procedures. The Board must have processes in place to:

• Ensure integrity in financial reporting

• Ensure appropriate internal controls are in place to oversee the identification and management of financial risks

• Maintain proper accounting records and audit processes

• Prepare financial reports in accordance with applicable Australian Accounting Standards

• Establish an appropriately credentialed Audit & Finance Board Sub Committee

• Destination NSW suggests your Board have a formal financial management policy ensuring the Board acknowledges its duties.

Media Management DN Chairs and Board Directors should refer any potential or contentious media issues to the DNSW Communications team for advice.

DN Chairs and General Manager should be the only approved media spokespeople and should alert DNSW to any media issues. DNSW will provide advice and assistance.