Outcomes of Green Building Council of Australia Extraordinary General Meeting 2012

This October marks the tenth anniversary of the Green Building Council of Australia (GBCA). 

Over this time, the GBCA has evolved into a mature and influential organisation.

Acknowledging this evolution, the GBCA held an Extraordinary General Meeting (EGM) on Monday 23 July 2012 to consider proposed amendments to the Constitution.  These recommended changes, which were unanimously approved at the EGM, are consistent with best practice for boards in Australia and include:

• Size of board: maximum size reduced from 19 to 12 directors.  A smaller, more agile board will meet more regularly and provide more effective governance of the organisation.
• Number of Independent Directors: decreased from four to three in line with the reduced size of the Board.
• Term of each appointment of Independent Directors: Independent Directors will be appointed by the Board for a two year term.
• Maximum term of office for Directors: increased from six to seven years to allow for appropriate continuity in membership of the Board.
• Committee Chairs: subject to rotation and compulsory retirement rules. 
• Frequency of elections and rotations: will be annual, instead of biennial, which is consistent with standard practices for public companies listed on the Australian Stock Exchange.
• Frequency of Board Meetings: minimum number of meetings increased from two to six times each year. 
• CEO: the provision for the CEO to be on the Board has been removed to provide a clearer separation between the management and governance of the organisation.
• No election of Directors at 2012 AGM: the next election, at the 2013 Annual General Meeting, will allow time for the Board to transition from 19 to 12 members.

The GBCA’s Chair, Tony Arnel, also announced that Deputy Chair, Daniel Grollo, has agreed to take on the role of Chair subject to election at the Board meeting after the November 2012 AGM.  Read more.