FRC Rules of Procedure
1. Notice of meetings
1.1 Notice of meetings of the Council will be provided, in writing by the secretariat on the Chairman's behalf, no later than 30 days before the date of the proposed meeting.
1.2 Meetings may be held by means of electronic conferencing facilities and business may be conducted without meeting at the Chairman's discretion.
2. Quorum
2.1 Half the number of members, calculated by subtracting from the total membership of the FRC the number of members designated as alternate members, constitutes a quorum for a meeting.
3. Chairman
3.1 The Chairman of the Council will preside at all meetings.
3.2 In the absence of the Chairman, the Deputy Chairman will preside.
3.3 In the absence of both the Chairman and the Deputy Chairman, the Council members present may choose another member to chair the meeting.
4. Voting
4.1 Every appointed member or alternate member present in person or by proxy has one vote, whether on a show of hands or on a poll.
4.2 Where there is a show of hands, a resolution will not be taken to be carried unless there is an affirmative vote of more than 50 per cent of those entitled to vote. In the event of a tied result, the presiding chairman will have the casting vote, in addition to his or her vote.
4.3 Where there is a poll, a resolution will not be taken to be carried unless there is an affirmative vote of more than 50 per cent of those entitled to vote. In the event of a tied result, the presiding chairman will have the casting vote, in addition to his or her vote.
5. Taking of Poll
5.1 If a poll is required, it must be taken in such a manner and at such time and place as the presiding chairman directs.
5.2 The result of the poll will be deemed to be the resolution of the meeting at which the poll was sought.
5.3 In the case of a dispute as to the acceptance or rejection of a vote, the presiding chairman shall determine the dispute and the determination made in good faith will be final and conclusive.
6. Circular Resolutions
6.1 When the Council must reach a decision between meeting dates, this decision may be made by circular resolution.
6.2 In carrying out a vote by circular resolution an obligation exists to attempt to contact all FRC members. A circular resolution will be taken to be carried only when the majority of FRC members vote in the affirmative. For these purposes, an FRC member does not include an alternate member.
7. Minutes as Evidence of Result
7.1 A declaration will be made by the presiding chairman that a resolution, on a show of hands or on a poll, has been carried or not.
7.2 Upon this declaration an entry by the Secretary to that effect in the minutes of the proceedings of the Council, signed by the Chairman, will be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against the resolution.
8. Confidentiality
8.1 The Council must take all reasonable measures to protect from unauthorised use or disclosure information given to it in confidence, in accordance with section 237 of the Australian Securities and Investments Commission Act 2001.
9. Conflicts of interest
9.1 The Australian Government Solicitor's Office has advised that, in its view, the members of the Council are the Directors of the Australian Accounting Standards Board (AASB) for purposes of the Commonwealth Authorities and Companies Act 1997 (CAC Act). Members of the Council will therefore need to meet the requirements of that Act in relation to any conflicts of interest that may arise relating to the affairs of the AASB.
9.2 Any member who has a material personal interest in a matter that relates to the affairs of the AASB must give the other members notice of the interest as required by Subdivision B of the CAC Act.
9.3 It is noted, however, that under the Australian Securities and Investments Commission Act 2001 (ASIC Act), the Council provides only broad oversight of the accounting standard setting arrangements, including approving and monitoring the AASB's priorities, business plan, budget and staffing arrangements, determining the AASB's broad strategic direction, and giving it directions, advice or feedback on matters of general policy and Board procedures. The Council is specifically precluded under the ASIC Act from directing the AASB in relation to the development or making of a particular accounting standard; nor does it have the power to veto a standard formulated and recommended by the AASB. In these circumstances, members of the Council will not always have information about the technical matters coming before the AASB.
9.4 The following rules apply to circumstances where a member of the Council is aware that he or she has a material personal interest in a matter that relates to the affairs of the AASB. It is noted that, where a member of the Council is aware of such an interest and the interest relates to the technical activities of the AASB, he or she is not in a position to influence the outcome of AASB deliberations on those technical activities.
9.5 For the purposes of these rules, a matter that relates to the affairs of the Council will be treated as if it were a matter covered by Subdivision B of the CAC Act.
9.6 The notice must give details of the nature and extent of the interest and the relation of the interest to the affairs of the Council or the AASB.
9.7 The notice must be given at a meeting of the Council as soon as practicable after the member becomes aware of his or her interest in the matter, and the details must be recorded in the minutes of the meeting.
9.8 A member may give the other members standing notice about an interest. The notice may be given at any time and whether or not the matter relates to the affairs of the Council or the AASB at the time the notice is given.
9.9 Standing notice must give details of the nature and extent of the interest and be given at a meeting of the Council (either orally or in writing) or to the other members individually in writing. A standing notice given to the other members individually in writing must be tabled at the next meeting of the Council after it is given. The member must ensure that the nature and extent of the interest disclosed in the standing notice is recorded in the minutes of the meeting where the standing notice is given or tabled.
9.10 The standing notice takes effect as soon as it is given and ceases to have effect in relation to a particular interest if the nature or extent of the interest materially increases above that disclosed in the notice.
9.11 Members who have a material personal interest in a matter that is being considered at a meeting of the Council must not be present while the matter is being considered at the meeting or vote on the matter unless the other members have passed a resolution that identifies the member, the nature and extent of the member's interest in the matter and its relation to the affairs of the Council or the AASB, and states that those members are satisfied that the interest should not disqualify the member from voting or being present.
9.12 Members will provide other members, through the secretariat, with a list of their current affiliations and update this list promptly as affiliations change.
10. Alternate FRC Members
10.1 Only where a member is unable to attend a meeting of the FRC, an alternate member – appointed by the Treasurer - may attend in their place.
10.2 When present at FRC meetings, alternate members are to have the same voting rights as the full FRC members in attendance.
10.3 It is the responsibility of FRC members to brief their alternate members before that alternate attends an FRC meeting in their place.
11. Observers
11.1 Persons may only be invited to attend FRC meetings as observers on the approval of the FRC Chairman.
11.2 Observers at FRC meetings do not have any voting rights.
11.3 All persons, other than FRC members and alternate members appointed by the Minister and proxies appointed under these rules, present at FRC meetings have observer status only.
12. Appointment of Proxies
12.1 A member of the Council may, by writing signed by the member, appoint another person as his or her proxy to attend and vote on his or her behalf at a meeting of the Council at which the first-mentioned member is not present. The appointment is of no effect if the alternate member of the first-mentioned member is present.
12.2 An instrument appointing a proxy shall be deposited with the Chair before the time for holding the meeting at which the person named in such instrument proposes to vote.
12.3 An instrument appointing a proxy may direct the proxy as to the manner in which the proxy is to vote on a particular matter or matters that may arise at the meeting or on a particular motion or motions that may be proposed at the meeting.