(Reviewed November 2020)

1. Meetings

1.1 Notice of a proposed meeting of the Council will be provided on the Council’s website no later than14 days before the meeting date.

1.2 Meetings may be held using electronic conferencing facilities and business may be conducted without meeting, at the Chairman's discretion.

1.3 Meetings will be open to the public. The Chair may declare part of the meetings to be held in private.

1.4 Agenda papers for public sections of the meetings are to be placed on the Council’s website at least 7 days before the meeting. Late papers will be accepted at the discretion of the Chair.

1.5 Minutes will be prepared for all meetings of the Council to record attendance and all key decisions of the Council. Minutes for public sections of meetings will be made publicly available on the Council’s website. Separate minutes of private sections of the Council meetings must also be made and retained.

2. Quorum

2.1 Half the number of members constitutes a quorum for a meeting.

3. Presiding officer

3.1 The Chairman of the Council will preside at all meetings, except:

1. in the absence of the Chairman, the Deputy Chairman will preside;
2. 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 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 a 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, the Secretary to the FRC must 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.

6.3 Where the Council conducts a vote by circular resolution, the outcome of the vote is to be tabled at the first Council meeting held after the conclusion of the voting period specified in the message seeking the vote and recorded in the minutes of that meeting.

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 Any member who becomes aware of a material personal interest pecuniary or other, direct or indirect, in a matter that relates to the affairs of the Council, AASB or AUASB must give the other members notice of the interest. If the member is the Chair of the FRC, notice of the interest must be given to the Minister. The notice must:

1. give details of the nature and extent of the interest and its relation to the affairs of the Council, the AASB or the AUASB; and
2. be given at a meeting of the Council as soon as practicable after the member becomes aware of the interest, and be recorded in the minutes of the meeting.

9.2 A member may give in writing 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, the AASB or the AUASB at the time the notice is given.

9.3 A 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.

9.4 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.

9.5 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 and its relation to the affairs of the Council, the AASB or the AUASB; and states that those members are satisfied that the interest should not disqualify the member from voting or being present.

9.6 Members will provide other members, through the secretariat, with a list of their current affiliations and update this list as affiliations change.

9.7 Any breach of the above requirements should be referred by the Chair of the Council to the Minister for relevant penalty or sanction. If the breach is committed by the Chair, the breach should be referred to the Minister by the Deputy Chair.

9A. Correspondence with Members of Standards-Setting Boards

9A.1 Where a member of the FRC writes to a member of a standards-setting board concerning their role or actions as a member of that board, the FRC member's letter must:

1. identify the capacity in which, or on whose behalf, the letter is being written; and
2. be copied to the FRC Chairman.

9A.2 Where a member of the FRC has concerns about the actions or performance of a member of a standards setting board in fulfilling their role as a member of that board:

1. the FRC member should raise his or her concerns with the FRC Chairman; and
2. the FRC Chairman should contact the Chair of the standards setting board concerned to discuss the matter.

10. Appointment of Proxies

10.1 A member of the Council may, in writing, appoint another person who is a member of the Council as his or her proxy to vote on his or her behalf at a meeting of the Council at which the first-mentioned member is not present.

10.2 An instrument appointing a proxy shall be deposited with the Chairman before the time for holding the meeting at which the person named in such instrument proposes to vote.

10.3 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.

11. Observers and Guests

11.1 A member of the Council may only invite observers or guests to attend FRC meetings with the approval of the FRC Chairman.

11.2 Observers and guests at FRC meetings do not have any voting rights.

11.3 All persons, other than FRC members and proxies appointed under these rules, present at FRC meetings have observer or guest status only.

12. Representing the FRC

12.1 Subject to paragraph 12.2, only the Chairman and Deputy Chairman of the FRC are authorised to publicly speak on behalf of the FRC.

12.2 The Chairman of the FRC or, in the Chairman's absence, the Deputy Chairman, may authorise another member of the FRC to publicly speak on behalf of, or otherwise represent, the Council. The authorisation is to be in writing and to specify the purpose for which the member is to represent the Council.