Governance Overview
Governance Overview
This information has been prepared as an introduction for Engineers Australia office bearers and volunteers. As a volunteer of Engineers Australia, you need to know more about the organisation's structure, units, regulatory documents and roles of senior office bearers. Engineers Australia has developed various policies to help office bearers and committees work more effectively.
Legal framework
Engineers Australia is incorporated by a Royal Charter that sets out Engineers Australia's purpose, powers and structure and requires the making of the By-laws of Engineers Australia. Our current Supplemental Royal Charter and By-laws were granted by the Governor-General in September 2011. Implicit in any such Royal Charter is an organisational objective to pursue community interests, rather than to pursue the commercial interests of a sector.
The Department of Prime Minister and Cabinet considers proposals that Engineers Australia may submit from time to time, to amend the Royal Charter and By-laws and makes recommentation to the Governor-General about whether the Governor-General should approve the changes. The Department also provides advice to the Governor-General on matters of Engineers Australia's compliance with the Royal Charter and By-laws and responds to complaints from members of the public.
Subsidiary companies
Engineers Australia has three wholly owned subsidiary companies. They are incorporated under the Corporations Act 2001 (Commonwealth) and each is governed by a Board of Directors, appointed by the Council of Engineers Australia.
1. Engineers Media
Engineers Media (registered name Engineers Australia Pty Ltd) is a publishing and marketing company. Its principal function is to publish the Engineers Australia's monthly journal Engineers Australia. Engineers Australia Books operates a mailorder and online technical bookshop, which sells engineering, management, careers and computer titles from local and overseas publishers, as well as Engineers Australia products.
2. Engineering Education Australia Pty Ltd
Engineering Education Australia Pty Ltd offers a wide selection of face-to-face and self-directed learning short courses throughout Australia. It also offers an engineering MBA with Deakin University, which is delivered off-campus around the world, as well as on-campus and by residential courses. EEA also maintains an online database of other short courses (called Entrain) and promotes a wide range of university short courses.
3. Australian Engineering Foundation Ltd
Australian Engineering Foundation Ltd provides a vehicle for Engineers Australia to accept bequests for educational purposes, or to support external charitable organisations. It is not active at present.
Organisational structure and chart
Engineers Australia is guided by the National Congress and governed by the Council. All office bearers are ultimately accountable to the Council, which determines the organisational structure of office bearer committees. Office bearers are bound by the regulations set by Council and by the Office Bearer Code of Condcut 
.
Engineers Australia is managed by the staff. The Chief Executive is appointed by, and is accountable to, the Council. All other staff ultimately report to the Chief Executive, who determines the staff organisational structure for internal reporting.
The National Congress appoints the Council from its own number. The By-laws allow the Council to approve the formation of units including Divisions, Colleges, Technical Societies and National Committees, who report to Council. These units are charged with conducting the business of Council within their geographic or technical jurisdiction. The By-laws also allow the Council to create Regulations such as the Division Regulations and the Membership Regulations, with which these units must abide.
The Division Regulations allow a Division Committee to form division groups within its jurisdiction, such as College Branches, Technical Society Chapters or Country Groups, in consultation with the appropriate College or Society Board where applicable. Division groups are accountable to the Division Committee, but may have obligations to respond to national objectives set by a national unit such as a College Board.
Each committee of Engineers Australia is likely to have operational links with numerous others. There are hundreds of committees, and the list is ever changing with new start-ups, closures and mergers. Engineers Australia is a complex interactive network, but with the flexibility to adapt to the evolving needs of the profession and community.
Organisational chart
The Institution of Engineers Australia (Engineers Australia) is a body corporate constituted by Royal Charter. It is governed according to By-laws, which may be amended only by membership ballot. The governing body is a nine-person Council, which is elected by a National Congress, comprising 50 representatives of the divisions, college boards and special interest groups of Engineers Australia.
The Council determines the regulations and policies, which are binding on members, office bearers and staff. The Council appoints and directs the Chief Executive, who conducts the ordinary business of Engineers Australia through the staff.
Councillors are members of Engineers Australia, are bound by a Council Code of Practice, and participate in an annual Council self-assessment. A Councillor induction process was introduced in 2007, and a governance training program was developed.
The Division Committees deliver the strategic plan to members, advise Council on division issues and are bound by new Division Regulations (2007). The Colleges fulfil the learned society functions of Engineers Australia and are governed by college boards.
An Office Bearer Code of Conduct was introduced in 2007 for all committee, board and group members. Job descriptions, inductions and training opportunities for all office bearers have been developed for release in 2008.
Roles and responsibilities
The roles and responsibilities of Company Boards and Directors are defined under the Corporations Act. While Engineers Australia is not incorporated under that Act, the role of Engineers Australia's Council is analogous to that of a Company Board and consequently Councillors should be guided in their actions and responsibilities by the case law relating to Directors' duties under the Act as an indicator of the responsibilities and potential liabilities.
By contrast, roles and responsibilities of units such as Congress and Division Committees or Technical Societies, and of individual office bearers in these units, are defined primarily by our Royal Charter, By-laws, Regulations and other governance documents such as Terms of Reference, Policies and Guidelines. It is nonetheless useful for all office bearers to refer to generic role statements for Directors and Boards as guidance to good practice and good internal governance.
Legal indemnity
By-law 54 requires that Engineers Australia provides legal indemnity protection for office bearers and staff.
Engineers Australia has a legal indemnity insurance policy that covers both office bearers and staff. Legal protection is provided by Engineers Australia against liability for acts, omissions, expenses, losses or errors of judgment, provided the office bearer or staff member:
- Has been property appointed
- Is acting bone fide in the course of Engineers Australia's business, in good faith and with reasonable care
- Honestly believed he or she was acting in the best interest of the organisation.
However, office bearers and staff who neglect, or wilfully fail, to perform their duties may fall outside the bounds of the By-law provisions and the insurance policy, and may be at personally liable for any losses incurred.
