Non Executive Director

Scouts NSW is embarking on a significant transformation of the organisation to ensure its’ relevance and sustainability into the future and to re-gain its position as an experience of choice for young people. Scouts NSW is currently seeking three (3) experienced and independent Non-Executive Directors to join the Board, specialising in governance, property management, and organisational transformation. For one of the Non-Executive Director roles with a focus on governance, the Board is seeking a person with previous experience as a Board Chair for this role.

Candidates must be aged 18 years or older and be eligible to apply for a current Working with Children Check. Board Members are required to sign a Director’s letter that recognises their commitment to the values and ideals of Scouting, including the Scout Law and Promise. Directors are also required to abide by the Code of Conduct and Code of Ethics for Adults in Scouting.

Scouts NSW is an inclusive environment and values a diverse range of skills, backgrounds, and lived experiences. We encourage First Nations peoples, people from diverse cultural backgrounds, people living with disability, all genders, ages, and locations across NSW.

Competencies, Duties and Obligations

As a Director you will be expected to:

• Deeply understand your legal duties and responsibilities under the Corporations Act 2001 and the Australian Charities and Not-for-profits Commission Act 2012
• Be accountable for your performance and conduct as a member of the Board.
• Actively support the strategic direction and priorities of the Chief Commissioner, Chief Executive and Scouts NSW.

All directors must possess the director core competencies and capabilities.

Core Competencies for all Directors:

• Knowledge of a director’s responsibilities – includes an understanding of the role as well as legal, ethical, fiduciary and financial responsibilities involved and ability to separate, where necessary, the role of director and employee
• Strategic expertise – the ability to differentiate between operational and strategic matters, to review the strategy constructively and openly, contribute to the effective decision making of the board.
• Accounting and finance – the ability to read and comprehend the company’s accounts, financial material presented to the board, financial reporting requirements and some understanding of corporate finance.
• Legal – understanding that the board’s responsibility involves overseeing compliance with numerous laws as well as understanding the individual director’s legal duties and responsibilities.
• Risk management – experience in managing areas of major risk to the company.
• Industry and company knowledge – experience at the company, in the industry and any other experience relevant to the board’s composition
• Managing people and achieving change – experience in current management thinking on engagement, strategic vision.

Core Capabilities for all Directors:

• Integrity – fulfilling a director’s duties and responsibilities, acting ethically, appropriate independence, putting the organisation’s interests before personal interests. An executive director needs to be mindful of conflicts of interest and act accordingly.
• Collegiality – in most instances, an executive director will have detailed knowledge of the company and its issues, and greater access to information. The ability to reasonably share this insight with the board, and to raise matters for discussion, is an important aspect of this role.
• Collaborative yet curious and courageous – a director must be able to function as an effective team member but must also have the curiosity to ask questions, and the courage to persist in robust discussion with management and fellow board members where required.
• Emotional intelligence – as well as self-awareness and self-management, a director needs to demonstrate empathy manifested through strong interpersonal skills. A director must work well in a group, listen well, be tactful and yet be able to communicate a cogent and candid viewpoint.
• Commercial judgment and instinct – a director needs to demonstrate good business instinct and acumen and be able to assimilate and synthesise complex information.
• Meaningful engagement – a director needs to be an active contributor with genuine interest in the company and its business.

Note: The need for other core capabilities will be consistent with the composition of the board and its preferred working style.

Commitment

As a Director, you will be expected to:

• meet online on a bi-monthly basis (and at other times as required).
• attend a quarterly weekend meeting (and at other times as required).
• undertake a variety of tasks including preparing for Board meetings and participating in sub-committees and projects.
• to have read all the relevant Board Papers leading up to each meeting and to actively contribute at meetings.

Generally, the time commitment to the Board is four (4) face-to-face weekend meetings per year, held at various Scouts NSW venues, an online monthly Board Update/Briefing, with the provision for special meetings from time to time including Board strategic planning workshops.