Governance overview

Governance is the system (rules, relationships, and processes) that directs and controls an organisation. It helps ensure the organisation can effectively deliver its purpose and strategy. Effective governance builds trust with members, regulators and the community. 

For the Royal Australian & New Zealand College of Psychiatrists (the College) effective governance means:

• Our purpose and strategy guide decisions, priorities and resource allocation.
• Decisions are made in the best interests of the College, with respectful debate and diverse perspectives encouraged.
• Our legal, regulatory and fiduciary compliance obligations are being met.
• Accountability and decision-making rights are clear and understood.
• Ethical conduct, integrity, and transparency are maintained.
• Risk, assurance, compliance and performance are visible and actively managed.
• Governance and management are distinct but connected.

Legal, regulatory and fiduciary compliance obligations

The College is a public company limited by guarantee, as well as a registered charity, as well as an accredited medical education provider. As such the College must comply with: The Corporations Act 2001; The Australian Charities and Not-for-profits Commission (ACNC) Act 2012; and the relevant regulatory requirements of the Australian Medical Council (AMC) and Medical Council of New Zealand (MCNZ).

Board Directors of the College are elected by the members and are considered both Company Directors under the Corporations Act and Responsible Persons under ACNC Governance Standard 5. As such, they must:

• Ensure the College meets all legal obligations.
• Act with reasonable care and diligence and in the best interests of the College.
• Exercise powers for proper purposes and avoid improper use of information or position.
• Disclose and manage conflicts of interest.
• Manage financial affairs responsibly and prevent insolvent trading.
• Effectively manage risks to the College.

Failure to meet these duties can result in civil penalties, criminal penalties, compensation orders and disqualification from serving as a Director.

As a charity, the RANZCP must comply with six ACNC Governance Standards. Standard 2 outlines the accountability to Members. Board Directors (and anyone that holds a role in the College’s governance structure) play a critical role in these standards being met.

The Board’s role

In the context of these obligations, as the oversight body of the College, the Board focusses on:

• Strategic direction and oversight.
• Compliance with legal and regulatory obligations.
• Financial stewardship.
• Risk management oversight.
• Oversight of organisational performance and holding the CEO and College management accountable.
• Protection of the College's long-term sustainability and reputation. Importantly, Directors represent the interests of the entire Fellowship and College, not individual jurisdictions or stakeholder groups.
• The overall Governance Framework for the College.

The difference between Governance (the Board) and Management (the CEO)

The Board's role is to ensure the RANZCP is doing the right things (the what and why - strategy, oversight and accountability), while management's role is to ensure those things are done well (the how - execution and operational delivery). This distinction is fundamental to effective governance.

The Board's primary responsibilities are outlined above. Alongside this, the CEO and Management:

• Run the organisation and manage day-to-day operations.
• Deliver the College’s services and programs.
• Implement Board decisions.

Delegations of Authority

Delegations of Authority supports strong, effective, accountable and efficient governance and management of the organisation in alignment with the Constitution and governance bodies. It also promotes decision-making powers being placed as close as possible to the point of responsibility for delivery.

Overall accountability for the College remains with the Board, but it may delegate specific authority to Committees, the President and the CEO via a Delegation of Authority schedule.  Any delegations within this structure must operate within specified parameters outlined in the schedule.  

Responsibilities for anyone that holds a role in the College’s Governance Structure 

All members of Committees have a role in good governance for the College. All Committee members are expected to:

• Understand and operate within the overall Governance Framework of the College.
• Understand the delegations, parameters and reporting requirements within which they are operating.
• Contribute strategically and provide constructive challenge and debate.
• Actively identify, disclose and appropriately manage actual, potential or perceived conflicts of interest.
• Maintain respectful, ethical and professional conduct.
• Support effective College culture.
• Promote integrity, transparency, accountability, inclusion and cultural safety.
• Meet attendance expectations and participate in all required meetings.
• Maintain confidentiality at all times and use information only for governance purposes.