1. Background

1.1 The Australia-ASEAN Council (hereafter referred to as "the Council") was announced by the Prime Minister at the ASEAN-Australia 40th anniversary Summit in November 2014. The Council will work to strengthen people-to-people and institutional links between Australia and the ten countries of Southeast Asia which are members of ASEAN - Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam.

2. Mission

2.1 The Council's mission is to promote Australia's interests in Southeast Asia by initiating and supporting activities designed to enhance awareness, understanding and links between people and institutions in Australia and Southeast Asia.

3. Objectives

3.1 The Council's objectives are to:

• Initiate activities and support influential persons and groups in Australia and Southeast Asian countries that encourage a greater interest in the development of relations between the countries, including trade and economic relations and other diplomatic objectives;
• Promote cooperation between individuals and institutions in Australia and Southeast Asian countries which enhance learning, teaching and research in areas of mutual interest and shared dilemmas;
• Broaden awareness and understanding in Australia and Southeast Asian countries of each other's culture, values and traditions through increased people-to-people contacts;
• Promote the Australia-ASEAN region relationship and foster relations through media and alumni activities in order to facilitate long-term bilateral links; and
• Wherever possible, expand people-to-people and institutional links through partnerships with other organisations and seed funding of projects.

4. Functions

4.1 The Council will provide advice to the Minister for Foreign Affairs (hereafter referred to as "the Minister") through the Department of Foreign Affairs and Trade (DFAT) on the broadening of relationships between Australia and the countries of Southeast Asia, with particular emphasis on areas addressing the Council's objectives, including on:

• appropriate programs to achieve the mission and objectives of the Council effectively and efficiently within the agreed budget;
• implementing the approved Business Plan through programs, grants and other activities as appropriate;
• implementing directives that may be issued from time to time by the Minister; and
• monitoring council expenditure and making recommendations to the responsible First Assistant Secretary of DFAT for expenditure within the context of the approved Business Plan.

4.2 In developing its function the Board should consult as widely as possible with individuals, organisations, enterprises and government departments and agencies associated with the broadening of relations between Australia and the countries of Southeast Asia.

5. Structure and Membership

5.1 The Council is an advisory body to the Minister, through DFAT, and has no executive powers. The Council is directly responsible and accountable to the Minister for the exercise of its responsibilities.

5.2 The Council shall consist of:

• An advisory Board (hereafter referred to as "the Board") comprising
  1. a Chair;
  2. an ex officio member, being either the Secretary of DFAT or his/her representative;
  3. not fewer than four and not more than eight other members.
• A Secretariat provided by DFAT.

5.3 The Chair and members (other than the ex officio member) shall be appointed by the Minister on a part-time basis for a period not exceeding three years.

5.4 The Chair and members are eligible to be re-appointed, although it is not envisaged that either the Chair or any other member (other than the ex officio member) would serve more than two consecutive terms.

5.5 The Minister may terminate the appointment of the Chair or any member (other than the ex officio member) at any time by notice in writing.

5.6 The Chair or any other member may resign his or her membership at any time by notice in writing to the Minister.

5.7 Provided there are at least five members, including the Chair and ex officio member, the Board will be able to operate notwithstanding other vacancies.

5.8 The Board does not have a legal identity separate to that of DFAT. The Board cannot, therefore, enter into contracts, incur debts or spend funds. To meet Government accountability requirements, the responsible First Assistant Secretary or other relevant financial delegate of DFAT, will have responsibility for approving the expenditure of funds, the engagement of consultants and entering into contracts and agreements by DFAT for the performance of the activities mandated by the Council's Business Plan and for other matters related to the carrying out of the Council's purposes.

6. Governance

6.1 The Council will:

• Prepare a three year Strategic Plan, a copy of which will be provided to the Minister for Foreign Affairs for information;
• Prepare an annual Business Plan within the context of the Strategic Plan; and
• Update and re-issue the Council's Charter every three years, or as required.

7. Responsibilities

7.1 The responsibilities of the Board are to:

• provide advice as appropriate on relevant bilateral and/or regional issues with Southeast Asian countries based on their experience, expertise and detailed understanding of the issues;
• establish and maintain effective networks between the Australian Government and key stakeholders;
• formulate strategies for developing and promoting Australia's relationship with Southeast Asia;
• evaluate applications for government funding and making recommendations on spending proposals;
• be committed to the Council's mission and objectives and act in its best interests;
• comply with DFAT's policies and procedures for the management of the Council and any other DFAT accountability requirements; and
• meet all their fiduciary duties and responsibilities.

7.2 In addition to sub-clause 7.1, the responsibilities of the Chair are to:

• approve an agenda for Board meetings;
• chair Board meetings (unless agreed otherwise);
• ensure there is effective participation and decision-making at Board meetings;
• manage potential conflicts of interest in accordance with DFAT's policies and procedures; ensure adequate follow-up to Board meetings, and
• promote good relations with the Ministers, Secretary and other DFAT staff and key stakeholders

7.3 In addition to sub-clause (1), the ex officio member has full voting rights on the Council, and is responsible for:

• providing recommendations on member appointments and extensions to the Minister;
• providing strategic-level policy advice to the Board on the Government's foreign, aid and trade policy priorities;
• providing strategic-level advice on the administration and management of the Council's programs; and
• ensuring all spending proposals recommended for approval are consistent with DFAT's financial management and accountability requirements.

7.4 The responsibilities of the Secretariat are to:

• provide administrative support to the Board, including preparation of papers and briefing for Board meetings, recording, circulating and retaining copies of the minutes of each Board meeting and maintaining records of all out-of-session decisions made;
• implement recommendations of the Board; and
• undertake other activities that advance the Council's mission.

8. Conduct and Ethics

8.1 The Chair and members are required to abide by the principles set out in the Australian Public Service (APS) Values and Code of Conduct and, where applicable, DFAT's Code of Conduct for Overseas Service with the exception that they shall not be subject to the DFAT's disciplinary procedures.

8.2 In particular, the Chair and members are required to:

• disclose potential conflicts of interest and address any issues in accordance with Departmental policies;
• not use their position and information for personal benefit or advantage at the expense of the Council;
• deal with other members and the Secretariat with courtesy and respect;
• respect the privacy and confidentiality of information obtained in the course of their participation and not share information that members are instructed to keep confidential

8.3 Nothing in sub-clause (8.1) shall be taken as conferring any diplomatic or consular immunity, privileges or status on the Chair or members

9. Remuneration

9.1 A person appointed to the Board (other than the ex officio member) shall be

• paid sitting fees, travel and accommodation expenses in accordance with Australian Government Remuneration Tribunal rates for part-time office holders and
• entitled to be reimbursed for reasonable expenses incurred in the performance of their duties as a member of the Council, as approved by the relevant financial delegate.

10. Meeting Procedures

10.1 Board meetings shall be held at such times and at such places as the Board determines. At least one and no more than four meetings will be held each financial year. At least one Board meeting shall be held with board members physically present, all others may employ tele or video conferencing.

10.2 The Board may make "out-of-session" decisions or recommendations on routine matters as may be required from time to time. Such decisions will require a quorum of responses (sub-clause 10.3 refers) and must be fully documented and retained by the Secretariat.

10.3 At a Board meeting, a quorum shall be constituted by an ex-officio member and a minimum of three non-ex officio members or not fewer than half the non-ex officio members holding office at that time, whichever is the larger (including the ex-officio member).

10.4 The Chair will preside at all Board meetings at which he or she is present.

10.5 If the Chair is unable to attend any meeting, the members present will elect one of their numbers to preside. The member so elected will be entitled to remuneration that the Chair would have received.

10.6 Where possible, decisions at Board meetings will be made by consensus. Where consensus cannot be reached, decisions will be determined by a majority of the votes of members present and voting. Each member present at a meeting of the Council (including the Chair or member presiding at the meeting and the ex officio member) is entitled to one vote but, in the event of an equality of votes on any question, the Chair or member presiding at the meeting also has a casting vote.

10.7 Should the Chair be unable to carry out functions which he or she may be required to undertake outside Board meetings, a temporary replacement Chair will be appointed by the responsible First Assistant Secretary from among the other Board members to carry out those functions.

10.8 The procedures for decisions made by the Board "out-of-session" shall be determined from time to time by the Board. The procedures may be reviewed from time to time by the Board as required. All amendments to existing procedures must be fully documented and the Secretariat must retain copies of the appropriate documentation.

10.9 The agenda for each meeting will be prepared by the Secretariat in consultation with the Chair. The Chair will approve the final agenda (sub-clause 7.2 refers). The agenda and any briefing papers will be distributed to members no less than one week prior to each meeting.

11. Reporting

11.1 The Council, through the Secretariat, will manage all reporting requirements in accordance with relevant Commonwealth and reporting legislation.

12. Funding

12.1 Funding of the Council will be provided through a departmental allocation from DFAT and from an administered allocation under the International Relations Grant Program (IRGP).

12.2 The Council's budget will be administered by the responsible First Assistant Secretary of DFAT or other relevant financial delegate in accordance with relevant financial legislation.

12.3 DFAT will fulfill all financial reporting requirements in respect of the Council and its activities.

12.4 Subject to Commonwealth financial and other relevant policies consistent with its mission, the Council is encouraged to seek additional sponsorship and partnerships with other Government agencies or the private sector. All sponsorship should follow DFAT policies and procedures.