Ratified 13 September 2022
The Victorian Collaborative Centre for Mental Health and Wellbeing (The Collaborative Centre) is established under the Victorian Collaborative Centre for Mental Health and Wellbeing Act 2021 (the Act).
This Board Charter (Charter) sets out the roles and responsibilities of the Board.
The 'Board' refers to the members of the Board and 'Directors' refers to the two Co-Directors who are senior executives of the Collaborative Centre.
The Charter applies subject to the applicable legal and regulatory requirements, including:
- the Public Administration Act 2004
- the Code of Conduct for Directors of Victorian Public Entities ('Code of Conduct').
Through the Act, the Parliament has given the Collaborative Centre the following guiding principles:
- mental health and wellbeing is shaped by the social, cultural, economic and physical environments in which people live and is a shared responsibility of society
- the inherent dignity of people living with mental illness or psychological distress is to be respected and the necessary holistic support required to ensure their full and effective participation in society is to be provided
- the family members and carers of people living with mental illness or psychological distress are to have their contributions recognised and supported
- comprehensive mental health and wellbeing treatment, care and support services are to be provided on an equitable basis to those who need them and as close as possible to their communities
- collaboration and communication is to occur between services within and beyond the mental health and wellbeing system and at all levels of government
- responsive, high-quality mental health and wellbeing services attract a skilled and diverse workforce
- people living with mental illness or psychological distress, their family members, carers, and local communities, are central to the planning and delivery of mental health treatment, care and support services
- mental health and wellbeing services are to be informed by continuing research, evaluation, and innovation, to respond to community needs now and into the future.
The Collaborative Centre has the following legislated functions:
- to provide, promote and coordinate the provision of mental health and wellbeing services
- to assist service providers to facilitate and improve access to mental health and wellbeing services
- to provide or arrange the provision of specialist support services and care for persons who have experienced trauma
- to develop strategies for conducting research, and applying and disseminating research findings, in the field of mental health and wellbeing having regard to any priorities for research determined by the Board in consultation with the Secretary of the Department of Health
- to conduct, promote and coordinate research in the field of mental health and wellbeing, including in collaboration with other persons and entities
- to provide, promote and coordinate activities that support the continuing education and professional development of service providers and persons who work or conduct research in the field of mental health and wellbeing
- to provide advice and guidance to service providers and practitioners in relation to the provision of mental health and wellbeing services
- to report to the Minister and the Secretary of the Department of Health on matters relevant to its functions
- to perform any other function conferred on the Centre by or under the Act or any other Act.
The Code of Conduct is based on the Victorian public sector values and sets the standard of behaviour expected of board members and statutory office holders from the date of their appointment.
The behaviours are essential to how board members and statutory office holders perform their duties and to the relationship they have with their portfolio Minister, departmental and public entity staff, and the community.
Section 7 of the Public Administration Act 2004 requires public officials, including board members and statutory office holders, to demonstrate the public sector values by behaving in a particular way. The values are responsiveness; integrity; impartiality; accountability; respect, leadership and human rights.
Responsiveness
Public officials should demonstrate responsiveness by:
- providing frank, impartial and timely advice to the Government
- providing high quality services to the Victorian community
- identifying and promoting best practice.
Integrity
Public officials should demonstrate integrity by:
- being honest, open and transparent in their dealings
- using powers responsibly
- reporting improper conduct
- declaring and avoiding any real or apparent conflicts of interest
- striving to earn and sustain public trust of a high level.
Impartiality
Public officials should demonstrate impartiality by:
- making decisions and providing advice on merit and without bias, caprice, favouritism or self-interest; and
- acting fairly by objectively considering all relevant facts and fair criteria; and
- implementing Government policies and programs equitably.
Accountability
Public officials should demonstrate accountability by:
- working to clear objectives in a transparent manner
- accepting responsibility for their decisions and actions
- seeking to achieve best use of resources
- submitting themselves to appropriate scrutiny.
Respect
Public officials should demonstrate respect for colleagues, other public officials and members of the Victorian community by:
- treating them fairly and objectively
- ensuring freedom from discrimination, harassment and bullying
- using their views to improve outcomes on an ongoing basis.
Leadership
Public officials should demonstrate leadership by actively implementing, promoting and supporting these values.
Human Rights
Public officials should respect and promote the human rights set out in the Charter of Human Rights and Responsibilities by:
- making decisions and providing advice consistent with human rights
- actively implementing, promoting and supporting human rights.
To ensure the Collaborative Centre fulfills its functions under the Act, the Board will:
- determine the strategic direction and priorities of the Collaborative Centre
- establish a governance framework for the Collaborative Centre and monitoring compliance with the framework
- prepare strategic plans and statements of priorities for the Collaborative Centre
- advise the Minister and the Department of Health Secretary of any significant decisions of the Board and any issues of public concern or risk that affect or may affect the Collaborative Centre
- monitor the performance of the Centre and the Directors
- determine, in consultation with the Department of Health Secretary, priorities for research in the field of mental health and wellbeing
- establish committees to assist or advise the Board in performing any of its functions
- determine standards and indicators to prepare strategic plans and statements of priorities for the Collaborative Centre.
The Board may delegate any of its functions or exercise of its powers, other than the power of delegation, to any of the following roles:
- a member of the Board
- the Co-Directors (either jointly or jointly and severally)
- one co-Director
- the interim Executive Officer
- Collaborative Centre staff.
In doing so, the Board retains ultimate responsibility for these matters. The Board may delegate authority in line with the VCC Delegations of Authority.
The Chairperson has legal obligations and duties under common law and under the Victorian Collaborative Centre for Mental Health and Wellbeing Act 2021, the Public Administration Act 2004 and any other relevant state and federal legislation.
The Chairperson is a Public Sector Body Head under the Public Administration Act 2004.
The functions of the Chairperson include:
- leading and overseeing the strategic direction and priorities of the Collaborative Centre
- facilitating and assisting the Board in fulfilling its functions
- reviewing agenda items, Board papers and minutes to ensure:
- the integrity of Board papers and that there is sufficient information for decision-making
- Board minutes properly reflect decisions, and that the decisions of the Board are properly implemented
- guiding Board meetings to facilitate open and constructive discussion in an equitable, respectful and collaborative forum open to continual learning and reflection
- representing the Collaborative Centre at events or on relevant advisory and/or planning bodies or delegate representation to other Board members
- developing positive and productive relationships with the Department of Health, stakeholders, and local communities
- identifying and supporting development of Board members’ critical capabilities.
Consistent with the fundamental mission of the Collaborative Centre, the Chairperson and Deputy Chair will act collaboratively wherever possible.
In the temporary absence of the Chairperson, the Deputy Chair is expected to assume the roles and responsibilities of the Chair when the Chair is absent or unable to act.
All Board members must:
- act with honesty and integrity, use power responsibly and sustain public trust of a high level
- act in good faith in the best interests of the Collaborative Centre; demonstrating accountability actions and accepting responsibility for decisions
- act fairly and impartially, avoiding bias, discrimination or self-interest
- ensure information gained as a director is only applied to proper purposes and is kept confidential
- act in a financially responsible manner
- exercise due care and diligence
- comply with the Victorian Collaborative Centre for Mental Health and Wellbeing Act 2021 and the Public Administration Act 2004
- demonstrate leadership and stewardship.
The Board consists of between seven and ten members, including the Chairperson and Deputy Chairperson.
At least two members of the Board are persons who identify as experiencing, or as having experienced, mental illness or psychological distress. At least two members of the Board are persons who identify as caring for or supporting, or as having cared for or supported, a person with mental illness or psychological distress.
At least one member is a representative of the academic institution with which the Collaborative Centre has entered into an agreement. At least one member is a representative of the designated mental health service with which the Centre has entered into an agreement.
Victorian government policy stipulates 50 per cent of public board appointees should be women. The government is also committed to government boards reflecting the Victorian community more broadly. This includes aboriginal and/or Torres Strait Islander people; culturally diverse; people with disability; LGBTIQ+; and youth.
The Chairperson may convene a Board meeting at any time and when requested by a member of Board to do so. The Chairperson, or the Acting Chairperson (in the Chairperson’s absence), or a member elected by the members at the meeting (in the absence of both the Chairperson and the Acting Chairperson), must preside at a Board meeting.
The quorum for a Board meeting is the majority of the members and at least two members with lived experience referred to in section 11(6) of the Act.
A decision arising at a Board meeting is determined by a majority of votes of the members present and voting on the decision. The Chairperson has a deliberative vote, and in the event of an equality of votes, a second or casting vote.
The Board may pass a resolution without a meeting if each Board member entitled to vote on the resolution signs a document containing a statement that they are in favour of the resolution, provided that the number of Board members signing constitutes the majority.
The Board may permit members to participate in a Board meeting by telephone, or closed-circuit television, or any other means of electronic or instantaneous communication. A member of the Board who participates through these channels is taken to be present at the meeting.
An agenda and papers for each Board meeting are distributed to the Board members five business days prior to the meeting. The minutes and actions arising from each Board meeting are to be prepared, approved by the Chair and circulated to members within five business days of the meeting.
The Board may establish Board committees to which it may delegate any of its powers, duties and responsibilities. The Board approves the Charter for each Committee, which sets out the composition, duties and responsibilities of that Committee. The Board will appoint the members of each committee, and the Chair of each committee.
The Board will establish a Risk and Audit Committee within the first three months of the Board’s operation. The Audit and Risk Committee will have an independent Chair appointed by the Board.
The Board may establish Advisory committees from time-to-time with no delegated powers. The Board will appoint the members and the Chair of each Advisory committee. A separate Charter will be adopted for each Advisory committee which is reviewed every two years.
All new Board members will undergo an induction program which is guided by the Induction of New Board Members Checklist to enable them to fully and actively participate in the Board’s activities and decision-making at the earliest opportunity.
Board members are expected to keep up-to-date on relevant topical issues and be committed to their continuing professional development as members of the Board.
The Board evaluates its performance, the performance of individual Board members and Board committees each year. The Board may choose to engage an independent facilitator to conduct the evaluation.
Board members who are not public sector employees are entitled to be paid any remuneration, travelling and other allowances that are fixed by the Governor in Council.
The Governor in Council may fix different remuneration for different classes of Board members and on a sessional basis for attendance at board meetings and for other associated duties. Remuneration will be approved by the Governor in Council once appointments are made.
Remuneration rates for the Collaborative Centre align with Group A, Band 4 Victorian Public Sector Commission’s Appointment and remuneration guidelines for Victorian government boards statutory bodies and advisory Committees.
Board members who are public sector employees are entitled to be paid travelling and other allowances that are fixed by the Governor in Council, and are only eligible for remuneration in certain circumstances, where they have provided a letter from their employer indicating approval to undertake the position and specific details regarding their employment including the level of remuneration.
Board members must disclose all personal information and other matters that could, or do, give rise to a conflict of interest in relation to a matter or decision being considered by the directors.
Board members are expected to appropriately identify, disclose and manage conflicts of interest in accordance the Collaborative Centre’s Conflicts of Interest Policy and related procedures.
Board members are required to complete a ‘Declaration of private interests’ form prior to their initial appointment, annually during the term of appointment, and whenever there is a material change in their interests.
The Board will review this Charter annually to ensure that it is operating effectively, current, in the best interests of the VCC, and in line with policy and regulatory frameworks.
Approval and Review
Owner: Board
Document status: Final
Issue date: 13 September 2022
Date of next review: To be determined
Updated