BBC Foundation LimitedBisset Estate Committee Charter*

* adopted 17 February 2015

BACKGROUND
1. The Bisset Estate Committee (“the Committee”) is a committee formed in accordance with the terms of the Will of the Late Philip Yeats Bisset (“the Deceased”) (“the Will”) to administer the Philip Y. Bisset Collection (“the Collection”) and funds associated with the Collection in accordance with the terms of the Will.

MEMBERSHIP
2. The Committee shall comprise not fewer than four members.
3. The Committee members shall be made up by:
(i) one half of the number of members being representatives of Brisbane Boys’ College (“the College”) or BBC Foundation Limited (“the Foundation”);
(ii) the other half of the number of members being not members of the Council of the College or employees of the College; and
(iii) at least one member being a person with an intimate knowledge of art.
4. Subject to clause 4 (above) the Foundation:
(i) will review membership of the Committee at any time it (the Foundation) deems it necessary to do so, but at least every three years, and;
(ii) may remove and appoint new members as it deems necessary, including to fill any casual vacancy.
5. A Committee member will not serve more than four consecutive years except that the first Committee members may serve up to six years.
6. Any person who ceases to be a member of the Committee shall be eligible for re-appointment after an interval of at least one year of non-membership.

CHAIR
7. The Chair of the Committee shall be appointed by the Foundation.

REMUNERATION AND EXPENSES
8. Members of the Committee shall not receive any payment for their services as Committee members except in the following circumstances:
(i) payment of out-of-pocket expenses incurred in carrying out the duties of a member of the Committee where payments do not exceed an amount previously approved by the Foundation or the College;
(ii) for services rendered to the Foundation, College or Committee in a professional or technical capacity where the provision of the service has the prior approval of the Foundation or the College;
(iii) as an employee of the Foundation or the College where the terms of employment have been approved by the Foundation or the College.

AUTHORITY
9. The Committee has no authority independent of the functions delegated to it and is to report its approvals, findings and recommendations directly to the Foundation Board.
10. The Committee has the authority to require members of the Foundation’s management or others to attend meetings and to provide advice or information.
11. The Committee has the authority to access the Foundation’s documents and records.

PROCEDURES
Attendance
12. Members of the Foundation’s management or external advisors may be invited to attend meetings, as appropriate.
Meetings
13. Meetings may be called by the Chair of the Committee, or at the request of the Chair of the Foundation Board. The number of meetings is to be determined by the Committee Chair so as to allow the Committee to fulfill its obligations.
14. At least 24 hours’ notice of meetings must be given to Committee members unless members unanimously consent to shorter notice.
15. The quorum for a meeting of the Committee shall be a minimum of two members, at least one of whom must be a Foundation director.
16. All meetings of the Committee shall be subject to an agenda to which Committee members have been given the opportunity to contribute.

SECRETARY
17. One of the Secretary to the Foundation Board, an employee of the Foundation or College, or a member of the Committee shall be designated by the Committee to act as Secretary to the Committee for any given meeting of the Committee.
18. A designated Committee Secretary shall take minutes of the meeting of the Committee at which he/she is designated to do so. The minutes shall be signed by the Chair of the Committee. The Secretary to the Foundation Board will be responsible for maintaining the minutes of the Committee meetings.

REPORTING
19. The Chair of the Committee will:
(i) arrange for the provision to other Foundation Board members of copies of the minutes of each Committee meeting as soon as reasonably possible after they have been signed by the Chair of the Committee as a true and correct record; and
(ii) report to the Foundation Board at the next succeeding Board meeting on the deliberations and outcomes at each Committee meeting.

ACCESS
20. The Committee has unrestricted access to all information of the Foundation, and shall have right of access to all levels of the Foundation’s management.
21. The Committee, with approval of the Board, is entitled to obtain independent professional or other advice at the expense of the Foundation when it considers it necessary to carry out its duties.

REVIEW OF COMMITTEE PERFORMANCE
22. The Committee shall review its performance annually, with particular attention being paid to the extent to which it has met its responsibilities in terms of this Charter, and shall report to the Board the result of its review. No committee member shall be responsible for appraising his/her own performance.

PUBLICATION AND REVIEW OF THE CHARTER
23. This Charter shall be made available on the Foundation’s website.
24. This Charter shall be reviewed at least annually, initially by the Committee and then by the Foundation Board.