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FSC Australia Providing Membership, Account Management,

Marketing and Trademark services

to New Zealand on behalf of FSC International

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Responsible Forest Management Australia Limited t/as FSC Australia

Melbourne Level 1, 458 Sw anston Street, Carlton Vic 3053 T +61 (03) 9329 9984 [email protected] au.fsc.org

Auckland Level 3, 10 Customs Street East, Auckland NZ, 1010 nz.fsc.org

RESPONSIBLE FOREST MANAGEMENT AUSTRALIA

Minutes of the meeting of the Board of Directors

FRIDAY 27TH MAY 2016

MEETING BEGINS

Chair(s): Pat Groenhout (PG), Jonathan La Nauze (JL)

Directors: Jonathan La Nauze (JL), Helen Murray (HM), Jacki Schirmer (JS), Linda Fienberg (LF), Susie Russell (SR), Sarah Rees (SRe), Andrew

Morgan (AM), Pat Groenhout (PG), Cheryl Speechley (CS)

By technology: Andrew Morgan (AM)

Apologies: Sarah Rees (SRe), Cheryl Speechley (CS)

In attendance: Jonathan La Nauze (JL), Pat Groenhout (PG), Andrew Morgan (AM), Susie Russell (SR), Helen Murray (HM), Linda Fienberg (LF), Adam Beaumont (CEO), Daniel Goldsworthy (Company Secretary), Phil Duncan

Location: In person: 60 Leicester Street, Carlton

Agenda item Key Discussion Points Agreement / Actions

1. Meeting Open: Introduction & Welcome to country: Chair

Acknowledgement of Country by PG

2. Attendance: Quorum and

Board Code of Conduct overview

Quorum is present. At least half (5 Directors) to transact business, provided that at least one is director representing each chamber. Six members present entitled to vote, with at least on Member from each Chamber (s5.1)

3. Agenda: Confirmation and Other Business items

Talk about SDG timelines and recent concerns around organisational issues around standards processes

4. Conflict: Material Personal

Interest No material personal conflict of interest

5. Minutes: Confirm previous Log of Board Actions Motion: The Board accept the previous minutes as a true and accurate reflection.




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meeting minutes and actions

Mover: SRus Seconder: Linda Frienberg (LF)

Board Governance: Post AGM Change

6. Elect Chair and Co-Chair/Deputy Chair

LF comment on Chair and Deputy Chair combination – succession planning. JS: Is this recorded in the Governance Manual (GM). Recorded at 4.22.

Consider formalising a statement of intent in the GM. Both engage in regular continuity with CEO – fortnightly catch up as a statement of intent.

Thanks formally recorded for Cheryl Speechely. Formal thanks to the outgoing chair, Jacki Schirmmer and outgoing deputy chair.

Encouraging and fostering that support with Adam.

Motion: The Board move to appoint Pat Groenhout as new Chair of Board Move: JS Second: JL Motion: the Board appoints Jonathan La Nauze as Deputy Chair:

Move: SRuss Second: LF

7. Confirm Board dates for 2017

Board Dates: Typographical error in paper 7.0 first table – change 2016 to 2017.

SRuss: key issue is controlled wood risk assessment. Day for the Board to focus on said issues as the first iteration of a consultancy forum. Need for a day to be spent by the Board. Timetable presented with yesterday at AGM did not accord with turnaround times concerning the standard and the HCV framework.

SDG – some continuity in carry over.

Spend as a controlled wood NRA day. Board’s input into the

consultative process. This could be later 2016. Could align with 2

Motion: Board endorses Option 2 as to

proposed meeting dates. Move: PG Second: JL Action: SRuss: 1,2,4,5 - to provide a Chamber balanced review of what has been produced on this point. Agenda item for Nov BM. Request that Jennifer put out to the Board for comments.

SRuss: to cover 1 and 5 at the next BM (1.5 hour discussion) briefing for the Board. With




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day workshop in 2016.

AB: There is budget for another facilitated day.

JS: What is the strategic direction of FSC post standard?

PG: CW Board day will require a lot of preparation.

PG: Agree to Option 2 – deal with CW

General preference for days is Thursdays and Fridays generally – distribution between Thursdays and Fridays. Fridays need to finish by 3pm. JL will ask for access to building.

Board meeting convene in somewhere relevant. One meeting per year to be off-site if we can cope-budget wise.

SRuss: Suggestion of an excursion to a location outside of Melbourne – easier to accommodate and less expensive. Somewhere in the Green Triangle, Gippsland.

PG: suggestion of 5/6 of April (out of fire season) 2 day excursion

potentially.

enough time for chamber consultation.

8. Feedback on AGM

SRuss: said it was her best AGM. Great discussion points. Feedback generated from attendees was very balanced.

Good location, and positive feedback for Keith’s facilitation.

HM: well planned and very useful. Widely received feedback.

21/30 – attended provided feedback.

4.3/5 rating

Contribution: 4.3

Motion: Formal motion to the staff to record for all staff and their efforts and involvement.

Board agreed unanimously that this was the most successful AGM to date. Move: SRuss Second: JS




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Contribution: generally scored 5.

17/20 – structure was great

10 – diversity of views

2 – made reference to the content

Improvements: many left it blank. Informal comments about proximity to city.

SRuss: Extraordinary degree of support

Strategy Discussion: 5-Year Plan and issues

9. FSC International:

International Relationships and Global Strategic Plan

AB: For update - Leaving for global networking meeting to Germany next week.

PG: Where is the frustration around network partners? We can adapt our strategy to the global strategy – where it can be elicited.

AB: inherent challenges with 45 office alignment. Alistair

Monument supports the work Aus is doing.

PG: IS there anything that will flow down from FSCI relating to GovStructure.

SRuss: International chamber phone link up – concern about some processes at international. Appointments made (around motion 12 working group). Serious amount of disquiet at enviro chamber level with the way things are happening at international level.

JL: Alignment of plans – no problem having two. Aligning our




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measurement if they set metrics.

10.

Check-in: Any issues that could impact strategic delivery

House of Reps – recommended that orgs shall put 25% of tax deduct gift recipients should be spent on planting trees etc…..

AB: potential to abolish the register – such that the ATO replicate. If they don’t replicate – then there are material issues around what we can save.

AB: if it changes, there may need to be a wholesale changes to our company Constitution.

Action: write to Minister and Shadow minister – this would have serious implications for our organisations. JS: Write to them post-election to articulate our position. Communicate formerly with the relevant minister and shadow minister about implications for our organisation.

Action: AB and DG to undertake analysis of the FSC Constitution and its potential impacts.

11. Advocacy: Any issues where FSCA should engage

AB: Has spoken with Sen. Anne Ruston. She had been poorly briefed.

What are the sort of barriers that affect certification?

AFPA Dinner – Fitzgibbon and Rice – DM will be attending that dinner.

HM: Advocacy and the late payment of bills regarding payment from FSCI.

Operational Discussion: Standing items

12. Sub-committees: Confirm

members & Chairs

PG – as we have no change in memberships, assumption that people will stay where they are. Unanimous support.

Motion: Board appoints and reaffirms the current

subcommittees and their respective chair appointments. Move: HM Second: JS




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13. Risk Management: Finance, Cyber security, Privacy, People & Culture

Cyber security:

AB: Dave Williams looked at our approach to data security – that we are complying with privacy legislation and that it is robust.

We don’t have a privacy policy – but we have adapted ACF.

LF: membership – public disclosure of names of members and prospective candidates at FSC International

JL: We can retrospectively seek consent of members who we are unable to publish their status as a member. PG: confirms that this is a matter of common courtesy.

AB: there’s a schism of membership – some members under privacy – other not under privacy.

LF: What is the challenge around alignment with FSCI

JS: Are you willing to receive information on X or Y or Z. (opt in option)

JL: Make it more explicit around what the intent is, so that members are aware.

HM: what is the implication for staff time to communicate this information?

SRuss: what are the implications around the Corps Act?

JL: may need to limit the scope – so FSC operates as a conduit to communicate. How is this tension reconciled. What is effective stakeholder engagement.

JS: mention private details around disclosure.

Action: Investigate the options for communicating with members around an annual

email to seek reaffirmation of privacy parameters – regular system of opt in and opt out. Motion: The Board formerly adopt the Privacy Policy subject to the change. (Adam has made change to 2nd paragraph under disclosure heading) Move: JS Second: JL




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Data security: laptops – data tag – and encrypted. Mitigated this risk by taking protection measures.

Action: JS: Agreed to share University system around privacy

and ethics.

Risk Management: Foreign Exchange

Foreign Exchange risk

- Update on potential currency losses

- AB put paper to Finance Risk Audit

- Currency swaps to minimise exposure.

- PG has volunteered finance manager

- FSC lax payment makes it difficult.

- PG: don’t want to speculate in any way. Need to tie FSCI into a 30 day or 60 day plan.

- This is costing FSCA significantly – to the tune that we do not have access to capital tied up – to the tune of potentially half a staff member.

- FSCI – they have a 30 day payment term.

- HM: Is it possible to draw up an agreement capturing the standard business terms b/w the organisations.

Investment policy – Paper 13.1:




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- AB update: how do we maximise return on the existing

- Advice to build an investment policy.

- PG: has asked NAB if they can meet what they provide for his business.

- AB: will validate and provide a further update.

- SRuss: Ethical banks – Bank Australia.

14. Governance Manual: Updates

AB for update:

- General update pursuant to the Board Paper.

- Make a change to the GM around delegating

Motion: the Board endorses the changes to

the GM. Mover: JL Second: LF

15. CEO Update: Trademarks, Certificate holders, Finance

AB: For update

- Majority of retail supporters have paid.

- All of the Woolworths groups signed up to the program.

- SRuss: Comment on the OfficeWorks presenter –

fantastic support and good feedback on guest presenter.

Finance Updates:

PG: can we release some of that working capital on the assumption – and bank some of that capital – to attract the best candidate.

Motion: Board endorses CEO to revert on salary in relation to TW’s replacement if decision is required to review the cash position. Move: JS Second: JL

Induction: Board and Cultural Awareness




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16.

Secretary Director induction and overview: Overview of the

company, Director responsibilities, formal declarations & code of conduct

DG: Took the Board through board induction presentation and board effectiveness decision making table.

- Board acknowledged limitations on board effectiveness

measure quantitatively as between decisions bracketed as strategic and operational. Does not provide the qualitative aspect re time spent on large decisions.

17. Cultural Awareness Training (Part 1)

Notes from the discussion:

- Inclusion into the Standard around cultural awareness changes

- Cultural engagement with foresters on cultural education training.

- Education about stakeholder engagement – so that stakeholders can be approached in a culturally appropriate way.

Strategy for engagement – with larger groups – realistic and can achieve – feed into other gatherings

PD: deliver this type of training of cultural engagement and awareness training – particularly to the economic stakeholders. Build the resource base to allow for that engagement. Garner a

critical mass through the ‘more boutique’ agencies.

PD: It would be great to have PG or Forico when talking to indigenous groups etc. The many faces of FSC. Authenticity of the Aus brand. FSC branding in dot art. Supporting artwork – easier to adapt. United by the brand. Sends a great message.

Thanks recorded for Phil Duncan’s training.

18. Cultural Awareness Training (Part 2)




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PD: Fundamental principles that foresters can give – education – demystify the difficulty in getting to access points – access types. Design though plans internally with the forester before we take it out and implement it. (NB: jobs might be the cornerstone to it)

Aboriginal cadetships. Indigenous cadetship program. 50-60% of the fee is subsidised by the Cth gov’t.

Coming together to discuss what we might be able to deliver. Key people across the various chambers to discuss what these options are.

- Protecting the brand and protecting the credibility – small workshop with a good quality facilitator that does some mind mapping – that produces something specific to FSC.

- FM, certified members – green triangle companies – visy – large employment base – many opportunities for engagement.

- An opportunity to engage at the end of the year – extension of a Board Meeting to discuss.

Operational Discussion: Specific items and Close

19. Board Evaluation Report Item deferred. See action. Action: Evaluation of the meeting – by curricular email.

20. Project Certification – QLD Proposal

AB: Finding ways to get more FSC solid timber in the market – not enough types of timbers in enough markets

Ways to drive more want for certified timber

ShapeGroup work – how do we get a builder to commit to

Action: AB to get more information on this project and revert back to the Board. Know more about this and we need to be comfortable with the scope of the project.




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showing utilisation?

This proposal is around QLD – certification for all types of certified timbers.

Desire to have FSC as the higher profile timber in use. Can we

influence the process?

We want more people building under FSC banner rather than a competing scheme – fund for chain of custody not forest managers – within Qld.

Find a big national builder – utilise them – certifying something attainable, obvious and visible.

Not an exclusive arrangement – as FSC doesn’t have coverage of all.

Comments:

JL: weary of responding to a proposal for others

SRuss: doubtful about sawn timber products that carry FSC that are readily available. Cost in terms of AB’s time is not insignificant. Cautious

LF: Previous experience – nearly impossible to get the timber. Nervous around our risk. And nervous on the potential for unavaialbility where it is draws attention to the lack of products – such that builders are forced to go with others.

AM: Issue around profile but of certification – provided it is not a watering down of our brand. To show FSC at a commercial build level. Architecturally and in real world build – hard to push our

brand. Compared to the London Olympics. We need to start

Motion: Option 2 – we accept Adam’s recommendation pursuant to the Board paper.

Move: Helen Second: JL Action: Out of session phone hook-up on SDG issues. Early next week. Doodle poll. Action: In-camera meeting.




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somewhere.

HM: Could be extremely valuable – giving us some real world market insights that we may lack – identify market barriers – what time does it draw on adam – intelligence gathering – we are

somewhat removed from that – this is a critical part of our strategy. Greater adoption in the market place. Benefits far outweigh the risk.

JS: Have to look at the risks of non-participation. Very supportive.

PG: Shares concerns about the risks, but on balance – think it is something that FSC needs to do down this avenue. If we get it right it will create future opportunity. Supportive of AB’s involvement in this. Real opportunity to involve certificate holders too. Nick’s involvement provides comfort.

10K commitment – I may look tokenistic if it was less than 10. We might appear as a junior partner.

JL: FSC might contribute on the indigenous side etc.

21. Evaluation of this meeting Evaluation of the meeting – by curricular email.

22. Meeting Close: Confirmation of actions.

Ended: 3:10pm.

Motion: Formal thanks recorded in appreciation for all of Tamsien West’s very

productive work over her tenure. Move: PG Second: SRuss




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Meeting Close - Finish

Opened: 10:00 am

Closed: 3:10pm

Next Meeting: 26 August 2016

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