Chabad Melbourne Yeshivah Centre Management Charter and Standard of Ethics Watermarked

8/9/2019 Chabad Melbourne Yeshivah Centre Management Charter and Standard of Ethics Watermarked

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YESHIV

H

CENTRE

COMMITTEE OF M N GEMENT CH RTER

Chabad I ns t i t u t i on s o f Aus t ra l i a

In c

Yesh ivah Be th

Rivkah

Col leges Inc

Chabad

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COMMITTEE RESPONSIBILITIES

eneral

The Yeshivah Centre is a Chabad Moisod operating according to the custom,

principles and teachings of Chassidus Chabad and specific directives of the

Lubavitcher Rebbe in relation to Melbourne, Australia. The Committee of

Management is explicitly responsible for managing and controlling the affairs of the

Y eshivah Centre. The Committee should exercise leadership, enterprise, integrity and

judgement in directing the Yeshivah Centre in line with Chabad ethos and Lubavitch

teachings.

In discharging their responsibilities the Committee, both collectively and individually,

have a duty to act in the best interests of Y eshivah Centre as a whole , irrespective of

personal, professional, commercial or other interests, loyalties

or

affiliations.

Committee members should attend meetings regularly and fo

llow up on matters

delegated to them in a timely fashion.

Strategic leadership

1

Provide input that assists in identifying and understanding emerg

in

g trends and

issues.

2. Review Yeshivah Centre s situation and agree to the broad framework within

which the strategic and business plans will be prepared.

3

Establish the strategic direction for the organisation.

4. Review and approve Yeshivah Centre s financial objectives, plans and actions

for each cost centre, including significant capital allocations and expenditures.

5

Monitor each cost centre s performance against the strategic direction,

including assessing operating results to evaluate whether the department is

being properly managed.

6

Identify and characterise the principal risks faced by Yeshivah Centre and

ensure that appropriate systems are in place to avoid or mitigate these risks.

7. Select, monitor and,

if necessary, replace senior management and ensure there

is a succession plan.

8

Assist administration with meeting strategic goals and respond to requests for

advice, assistance or support from senior management personne l


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9 Receive reports from and guide and liase with the executive and management

team.

Committee focus

1 Review and approve all transactions undertaken by the Y eshivah centre that

the Committee

of

Management deem material.

2. The Committee will agree to the agenda for each Committee meeting, and

each Committee member is free to suggest the inclusion

of

item(s) on the

agenda.

EXPECTATIONS OF COMMITTEE MEMBERS

Code

of

Ethics

and Proper

Practice

The Committee is committed to the adoption

of

ethical conduct in all areas

of

its

responsibilities and authority.

Committee

Members

shall:

1 Act honestly and in good faith at all times.

2. Declare all interests that could result in a conflict between personal and

organisational priorities.

3 Be diligent, attend Committee meetings and devote sufficient time to

preparation for Committee meetings to allow for full and appropriate

participation

in the board

s

decision making. The Committee w ill publish

annual attendance

of

meetings by individual members.

4. Ensure scrupulous avoidance of deception, unethical practice or any other

behaviour that is, or might be construed as, less than honourable in the pursuit

of

Y eshivah Centre s business.

5

Treat all Committee matters as strictly private and confidential and not disclose

to any other person confidential information other than as agreed by the

Committee or as required under law.

6 Act in accordance with their fiduciary duties, complying with the sp irit as well

as the letter of he law, recognising both the legal and moral duties

of

the role.


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7 Abide by Committee decisions once reached, and not act in a manner adverse to

such decisions, (notwithstanding a Committee member s right to pursue a

review or reversal of a Committee decision).

8

Not do anything that in any way denigrates Y eshivah Centre or harms its public

image.

he

Committee shall:

9. Ensure that there is an appropriate separation of duties and responsibilities

between itself and the Executive and Management team.

10

Ensure that a minimum

of

two Committee members sign any cheques, drafts,

bills

of

exchange, promissory notes and other negotiable instruments.

11

Ensure that two Committee members that are directly related are not authorised

to

sign any cheques, drafts, bills

of

exchange, promissory notes and other

negotiable instruments and shall not affix

to

the Common Seal of any of the

Associations to any instrument.

12 Make every reasonable effort to ensure that Yeshivah does not raise community,

supplier or stakeholder expectations that cannot be fulfilled.

13 Regularly review its own performance as the basis for its own development and

quality assurance.

14 Carry out its meetings in such a manner

as

to ensure fair and full participation of

all members

Conflict of Interests

he Committee places great

importance

on making clear any existing or

potentia l conflicts of interest for Committee members.

Conflicts

o

nterest may occur:

• hen a Committee member or his/her immediate family

or

business interests

stands

to

gain financially from any business dealings programmes

or

services

provided

to

Yeshivah Centre.

• hen a Committee member offers a professional service

to

Yeshivah Centre.


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• When a Committee member stands to gain personally or professionallyfrom ny

insider knowledge

i

that knowledge is

used for

personal

or

professional

advantage

1

Any business or personal matter which could lead to a conflict of interest of a

material nature involving a Committee member and his/role and relationship with

Y eshivah Centre, must be declared to the Committee.

2. The Committee shall determine whether

or

not the conflict is of a material nature

and shall advise the individual accordingly.

3 Where a conflict of interest is identified and the Committee has declared that it is

of material benefit to the individual or material significance to the association/s,

the Committee member concerned shall not vote on any resolution relating to that

conflict or issue.

4. The Committee member shall only remam m the room during any related

discussion with Committee approval.

5

Individual members, aware of a real or potential conflict of interest of another

member

h ve

a responsibility to bring this to the notice of the board.

6

In the event that the Committee contains two members who have one of the

following relationships:

a) parent child;

b) husband wife; or

c) sibling;

then in the event that the Committee members formally vote on any matter, and:

i) both members who are in the relationship vote in the same manner;

and

ii) the vote results in a majority vote of one vote;

then the votes

of

the two members who are in the relationship shall be counted as

one vote, and if necessary, another vote taken.

EXECUTION


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ALL EXECUTIVE

M M

BERS TO SIGN)

Chabad I n s t i tu t i o n s o f A u s t r a l i a

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Yesh ivah Be th

Rivkah

Col leges Inc

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Documents

Chabad Melbourne Yeshivah Centre Management Charter and Standard of Ethics Watermarked