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APTC Board Charter

1. PREAMBLE

This Charter sets out the governance and management arrangements for the Australia-Pacific Training Coalition (APTC) Board. It defines the respective roles and responsibilities of the APTC Board, APTC Management, the Managing Contractor and the Australian Department of Foreign Affairs and Trade (DFAT) in setting the direction, management and control of the APTC.

 

2. ABOUT THE APTC

 2.1The APTC was established as the Australia-Pacific Technical College in July 2007 with the support of the leaders of the
  

Pacific islands Forum, funded by the Australian aid program, and with the expectation it would make a significant contribution to developing a skilled and competitive Pacific workforce.

   
 2.2APTC Stage I was implemented from 2007 until 2011. Stage 2 (with an extension) ran from 2011 to June 2018. APTC 
  

Stage 3 commenced in July 2018, and is expected to continue for eight years until June 2026.

   
 2.3Phase 3 introduced significant reform to APTC's business model and priorities. Expanding beyond the enclave-based 
  

direct delivery of training services, APTC will increasingly work with national WET systems to build their capability to deliver internationally accredited qualifications that can meet the demands of local and regional labour markets. In addition, APTC now has specific obligations to support Pacific labour mobility through the development of a two-track approach to training that meets both national and regional/international labour market needs, and to maintain a close relationship with the Pacific Labour Facility.

   
 2.4The goal of APTC in Phase 3 is: A more skilled, inclusive and productive workforce enhances Pacific prosperity. The 
  

supporting purpose is: The skills and attributes available to employers from TVET systems align with labour market requirements.

   
 2.5

By June 2026, APTC is expected to have achieved the following outcomes:

  

 a) Graduates have improved employment outcomes

 b) Co-investment in skills training increases

 c) Selected WET partners demonstrate quality WET provision.


3. APTC GOVERNANCE AND MANAGEMENT

 3.1The APTC is an Australian development program, owned and governed by the Australian government. It is not a legal entity.
 
It's services are implemented under a contract agreement between the Australian government, through DFAT, and the Queensland Government, through TAFE Queensland.
  
 3.2TAFE Queensland is the Managing Contractor for the APTC and is accountable to DFAT for the efficient and effective 
  performance of APTC. TAFE Queensland assigns certain powers, duties and responsibilities to the Chief Executive Officer (CEO) and the APTC management team to carry out the roles and responsibilities as prescribed in its contract with DFAT.

 

4. PURPOSE AND ACCOUNTABILITY OF THE APTC BOARD

 

4.1

The APTC Board is an Advisory Board, not a Governing Board. Its purpose is to advise DFAT and APTC management on,

  and act as a sounding board for, those strategic matters most likely to strengthen APTC outcomes and impact; and to assist with the development and maintenance of trusted strategic relationships in the region. 
   
 

4.2

The APTC Board is established by the Department of Foreign Affairs and Trade and operates at DFAT's sole discretion. The 
  Board is accountable to DFAT, through its Chair, for the efficient and effective performance of its role. 

 

5. ROLE OF THE APTC BOARD

 5.1The Board has two core roles in support of the achievement of the goals and objectives of the APTC: 
   
  a) Advise DFAT and APTC management on, and act as a sounding board on, the following strategic matters: 
   
  Achieving improved employment outcomes of APTC graduates 
Embedding APTC in Pacific TVET systems 
Gradual introduction of co-investment 
Renewed emphasis on labour mobility 
Re-invigorating and brokering new partnerships, and enabling locally-led coalitions for reform 
Any other matters of strategic significance which DFAT and/or APTC management consider would benefit from Board advice. 
   
 
b) Assist DFAT and APTC, as requested, with the development and maintenance of strategic relationships with business  
      and government in the region. 
   
 5.2The Board will be disciplined in carrying out its role, with the emphasis on strategic issues. 

 

6. STRUCTURE AND COMPOSITION OF THE APTC BOARD

Membership
 6.1All members of the APTC Board, including the Chair, are appointed by DFAT. 
   
 6.2The APTC Board consists of up to eight members:
   
  

a) the Chair;

b) one member nominated to represent DFAT; and

c) up to six independent members. 

   
 6.3Independent membership will be offered to individuals based on their relevant skills and experience, not on the 
  organisations or constituencies that they may be affiliated with. 
   
 6.4No alternates or substitutes will be allowed for independent Board members.
   
 6.5The APTC CEO is not a member of the APTC Board, but will attend and actively contribute to all Board Meetings. The CEO 
  may be asked to absent themselves from certain sessions should members consider appropriate from time to time. 

Appointment
 6.10Members will be appointed for a term of up to three years, with provision for re-appointment for a second term subject to 
  their ongoing performance and continuing relevance of their skills and experience. 
   
 6.6At least 50% of Board members should be women. 
   
 6.7At least 50% of Board members should be Pacific Islanders. 
   
 6.11DFAT reserves the authority to appoint additional members (beyond eight), and to replace or remove Board members, at 
  its discretion. Appointment to any vacancy on the Board will be made by DFAT. 
 
Skills and Expertise

 6.5The APTC Board is a skills-based Board comprising members who, collectively, have the skills, knowledge, and experience 
  necessary to provide strategic advice to DFAT and APTC. 
   
 6.6Individually, all Board members should have:
   
  a) Strategic expertise — the ability to understand, review and contribute to the development and execution of APTC 
      strategies. 
   
  b) Soundness of judgment — necessary to perform their role.
   
  c) Pacific knowledge — sufficient to understanding the context in which APTC operates.
   
 6.7Collectively, the Board should have the following skills, knowledge, experience:
   
  a) Regional expertise — deep knowledge of the Pacific region and Pacific regionalism with networks into business, 
      government and civil society in the region. 
   
  b) TVET expertise — Experience in and knowledge of Technical and Vocational Education (TVET) system reform in 
      Australia and/or the Pacific. 
   
  c) Industry knowledge — knowledge of and ability to reach into and communicate effectively with Pacific business and 
      employer communities.
   
  d) Labour market expertise — knowledge and understanding of Pacific economies, labour markets, workplace 
      productivity and labour mobility issues.
   
  e) Co-investment expertise — understanding of the principles of co-investment in skills training and workforce 
      development and of effective strategies for increasing investment by individuals, employers and governments in Pacific 
      NET. 
   
  f) Development expertise — Practical knowledge and understanding of new approaches to development effectiveness, 
      including thinking and working politically, brokering relationships, locally-led reform and iterative problem-solving. 

 

Observers and Attendees
 6.7In addition to the eight Board members, the CEO and the Board Secretary, two observers will be invited to attend Board 
  meetings:
   
  a) a DFAT officer with program management responsibilities for the APTC; and
  b) a representative of the Contractor, TAFE Queensland. 
   
 6.8Independent experts and specialists or representatives of national or regional organisations may be invited to attend and 
  speak to particular agenda items at a Board meeting, as approved by the Chair. 
   
 6.9Members of APTC Management may be invited to attend and speak to particular agenda items as agreed between the 
  APTC CEO and the Board Chair. 

 

Chair
 7.7The primary role of the Chair is to set the meeting agenda in consultation with the APTC CEO; lead and facilitate effective 
  discussions at Board meetings; and provide support and guidance to the AWP CEO and DFAT as required at and between meetings. 
   
 7.8Should the Chair of the Board be absent from a meeting, the DFAT member will chair the meeting. A meeting of the APTC 
  Board cannot proceed without either the independent chair or the DFAT member present to serve as Chair. 

 

7. APTC BOARD PROCEDURES BOARD PAPERS

 7.1A Board Secretary will be provided by APTC Management. The Board Secretary working under the direction of the APTC 
  CEO, and in consultation with the Board Chair, will provide effective secretariat support to the Board, including the following: 
   
  a) Agenda: providing a draft agenda for approval to the Chair at least one month prior to the meeting. The Board has 
      sole authority over its agenda and exercises this through the Chair. Any member may, through the Chair, request the 
      addition of an item to the agenda. The agenda will be set by the chair in consultation with the CEO.
   
  b) Meeting Papers: distributing Board papers to Members at least two weeks before each Board meeting. The APTC CEO 
      will prepare papers which provide the Board with relevant and material information, are of an appropriate length, 
      strategically focused and make clear what advice is being sought from the Board.
   
  c) Board Minutes: providing draft Board minutes to Members for comments and our-of-session approval within one 
      month of the meeting date. Board Minutes will be held in APTC's records management system.
   
  d)Board Communique: Following the Board's approval of the Minutes, a short Board Communique will be publicly 
     available on the website.
   
  e) Follow-up: ensuring timely follow up on Board decisions.
   
Frequency and Notice for Meetings
 7.2The APTC Board will meet twice each year, for up two days. Meeting location will rotate to enable the Board members to 
  interact with national stakeholders, and through their presence, raise the profile of the APTC across the region and in 
  Australia.
   
 7.3The date of Board meetings will be established at least six 6 months in advance.
   
 7.4Provision shall be made for a third "remote" meeting, should DFAT or APTC management wish to seek Board advice. in 
  addition, the Board will receive brief and regular emailed updates from the CEO between meetings
   
 7.5The Board Secretary will organise the venue for the meeting, and where requested, make travel and accommodation 
  arrangement for Board members. Members of the Board who are unable to attend a scheduled meeting must advise the 
  Secretary in sufficient time to enable appropriate cancellation of travel and accommodation arrangements
   
 Quorum for Meetings
 7.6The quorum for a Board meeting is five members, one of whom must be the Chair. Attendance in person is a requirement, 
  unless otherwise agreed with the Chair.
Remuneration & Expenses
 7.7Independent Board members may be entitled to a sitting fee if they are self-employed or employed by a small-to-medium 
  sized public or private business. Employees of government departments and organisations will not be eligible for a sitting 
  fee. Sitting fess will be determined and approved by DFAT and will cover both attendance at Board meetings and time read 
  Board papers and prepare for meetings. Any fees will be paid in accordance DFAT's Aid Adviser Remuneration Framework.
   
 7.8Board Members will be reimbursed for costs of accommodation, travel, and incidental expenses associated with attendance 
  at Board meetings and related formal activities. Cost will be paid in accordance with DFAT's travel policy.
   
 Insurance
 7.9Each Member of the Board must arrange and maintain adequate medical and dental and medical evacuation insurance for 
  the Member when traveling away from the Member's home country on Board business. Neither the effecting of insurance 
  nor any failure to effect such insurance will in any way limit, reduce or otherwise affect any of the obligations, 
  responsibilities and liabilities of the Member. In the event of an Insurance claim any deductible/excess payable will be the 
  responsibility of the Member.
   
 7.10DFAT may, at it's discretion, reimburse the Member the cost of obtaining Insurance referred to above.
  

8. CONDUCT OF BOARD MEMBERS

Code of Conduct and Ethics
 8.1The code outlined in Attachment 1, effectively forms part of the general obligations of all Board Members, including 
  Members of observer status, to act with honesty, integrity, diligent and to exercise a high degree of care when carrying out 
  their duties not seek to impinge upon individual rights of Board Members as private citizens.
   
 8.2An APTC Board Member shall not be, or for any purpose be deemed to be, and must not represent her/himself as being, 
  an employee, partner, or agent of DFAT. An APTC Board Member cannot direct APTC employees and any request for 
  information considered reasonably necessary for them to discharge their duties is to be made through the CEO.
   
Conflict of Interest
 8.3Although the Board provides advice to DFAT, it may be necessary for commercially confidential information to be shared in 
  order for the Board to be fully informed when providing advice.
   
 8.4A Board Member who has conflict of interest involving a material personal interest or other conflict will, as soon as 
  practicable after the relevant fact has come to their knowledge, declare such interest in writing to DFAT. 
   
 8.5A Board Member who has material personal interest in an issue to be considered at a meeting of the Board must 
  disclosure the interest in the meeting and must not be present or take part in the meeting while the issue if being 
  considered.
   
Confidentiality
 8.6APTC management prepares papers for the Board's consideration and where appropriate will mark them as confidential. 
  Board Member must not disclose confidential information to anyone other than APTC staff nor take advantage of, for their 
  own personal gain, Information to which they have access as a result of their services to the APTC Board.
   
 8.7The Board's responsibility, in respect to all matters involving APTC, is to DFAT.
   
 8.8Public statements about the Board or operations of the APTC by Members may only be made with the prior permission of 
  the Chair who will consult with DFAT and APTC as necessary. The duty of confidentiality continues after the Member ceases 
  to be a Member of the Board.
  


Declaration 

 8.9All Board members will be required to sign the Confidentiality, Media Management Undetaking and Conflict of Interest 
  Declaration at Attachment 2.

 


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