Recognition of Responsibility and Common Purpose
The members of the Board of the Australian Broadcasting Corporation (ABC) agree to adopt, and be bound by, the letter and spirit of the following protocol.

1. Recognition of Responsibility and Common Purpose
   
   
   1. To act in good faith in the best interests of the organisation and for a proper purpose.
      
      
   2. To exercise their powers and discharge their duties with care and diligence.
      
      
   3. These duties are owed to the organisation as a whole. No duty is owed by any Director to any individual or group. It follows that Directors owe their obligations to the ABC and not to any person or organisation who may have nominated them, or to any other individual or group.
      
      
   4. The powers of the Board are to be exercised by the Board as a whole. Powers have not been delegated to any individual member. It follows that decisions must be made collectively and members are bound by the Board's decisions.
      
      
   5. Unless individual Directors receive specific delegations from the Board they must refrain from participating in the day-to-day management of the organisation, making representations or agreements on its behalf, or influencing management as individuals.
      
      
   6. In relation to the Managing Director, the above protocol is subject to Section 10 of the ABC Act 1983.
      
      
   7. In the interests of harmony and effectiveness of the Board and the organisation as a whole, the Directors agree that they will conduct themselves with good will and in a harmonious manner. The importance of good teamwork is recognised and acknowledged.
      
      
2. What is Expected of Directors
   
   
   1. The Directors recognise their duty of loyalty to the ABC and the ABC Board, and agree that outside the boardroom they will support the letter and the spirit of Board decisions when in contact with other parties.
      
      
   2. Director has a duty not to use information obtained as Director for the benefit of themselves or any person or persons linked to them. The Board agrees that information obtained as a result of Board membership should not be released except as decided by the Board as a whole. Board agendas, papers, minutes and discussions are confidential to the Board.
      
      If a Board member acts in breach of the duty stated in this paragraph, the Board reserves its right to seek such legal or equitable relief as it thinks fit, including injunctive relief, to protect confidentiality.
      
      
   3. No Director should act in a way likely to bring discredit to the organisation.
      
      
   4. Directors have a right and duty to consider properly all matters brought to the Board. It follows that their attendance at Board meetings is important and that apologies should be tendered only in unavoidable circumstances. When a Director finds him or herself unable to attend a meeting he or she will study the papers for the meeting and telephone the Chairman in advance to offer his or her advice on all important matters.
   5. All Directors will give proper consideration to the Board papers and other relevant information before each Board meeting.
      
      
   6. Directors have a right and a duty to raise matters of serious concern at Board meetings. In order that such matters can be discussed properly it is important that management and other Directors be given time to consider them, and it is good practice for a Director with a serious concern to mention it to the Chairman in time for the matter to be added to the agenda.
      
      
   7. Directors are expected to frank and open in Board meetings and to question, request information, and raise issues. They recognise that where disagreements occur every effort should be made to resolve the issue and to avoid dissension. Directors have a right to resign, but if they choose to remain on the Board they are bound by the collective decisions of the Board and may be legally liable for them.
      
      
   8. If a Board member resigns he or she may state the basis for the disagreement, but may not publicly rehearse the arguments of other Board members.
      
      
   9. New Directors are expected to complete a program of induction training.
      
      
   10. All Directors are expected to keep themselves up to date with the affairs of the organisation and the Board.
       
       
   11. Each Director has an obligation to declare any material conflict of interest as soon as he or she becomes aware of it, and to withdraw from the discussion and decision of any matter on which he or she has a material conflict, unless the Directors who do not have a conflict have resolved that the Director should stay. The Directors agree to notify the Chairman of any actual or potential conflict as soon as they are aware of it (if possible before the beginning of the meeting at which the issue is likely to be raised) and to withdraw from any discussions relating to it, unless invited to remain. The guidance of the Chairman will normally be accepted on such matters.
       
       
   12. The effectiveness of the Board depends in part on the operation of its committees. The Directors understand that committee work can impose a considerable burden and agree to share it as equitably as possible.
       
       
3. Directors' Rights
   
   
   1. In order to discharge their duties properly, Directors must have a right to identify the information that they will need and to receive it a timely way.
      
      
   2. Individual Directors have a right to obtain information necessary for them to discharge their duties from executives employed in the organisation, but it is recognised that questions and requests involving a substantial amount of work may disrupt management. Accordingly the Directors agree that if a question to an executive cannot be answered without special work it will be put in writing and directed through the Chairman and the Managing Director.
      
      
   3. Outside specialist advice at the organisation's expense is advice to the Board as a whole and should normally be arranged by the Managing Director at the request of the Board. In exceptional circumstances, if one or more Directors wish to obtain special advice the matter should be raised with the Chairman who may exercise a discretion to arrange for the advice to be obtained, or may refer the matter to the Board. If such advice is obtained it should be made available to the Board as a whole.
      
      
4. Directors' Benefits
   
   
   1. Directors are entitled to remuneration, expenses and insurance cover as set by the Remuneration Tribunal. They should ensure that all other material benefits received from the ABC by them, or their relatives or associates are disclosed to the Board. All contracts between Directors and the organisation should also be disclosed.

Date: October 2004