CONTENTS LINKS

CONTENTS

• BACKGROUND NOTES:  The LCC's QVMAG Governance Working Group's deliberations
• DRAFT CHARTER 29.03.2011: The Draft Charter agreed upon by the the Working Group 

REFERENCE LINKS

• THE QVMAG'S WEBSITE
• ACCOUNTABILITY & THE MUSEUM
• MUSEUM GOVERNANCE DISCUSSED
• MUSEUM GOVERNANCE REFERENCES
• THE QVMAG & THE CONCEPT OF OWNERSHIP

Queen Victoria Museum and Art Gallery constitution, references charter, Launceston City Council Governance Working Group

Background Notes:Queen Victoria Museum & Art Gallery Governance

27/03/2011

NOTE: This paper is premised on the fundamental principle in corporate governance being that a governing body's primary role, indeed only role,  is to determine policy. As a consequence of this management's role is to carry out the conduct of the corporation's/institution's/organisation's operation in absolute accord with the governing body's policy determinations. 

 INTRODUCTION

In November 2010 Launceston City Council (LCC), in its role as the Queen Victoria Museum & Art Gallery’s (QVMAG) governing body, set up the QVMAG Governance Working Group to review the institution’s governance of QVMAG. The initiative to establish the Working Group was taken against the background of observations of weaknesses and failures in the institution’s governance and the impact this was having on the effective management of the institution – concerns such as an apparent lack of accountability, inadequate planning, staff disenchantment and management malfunctions were evident.

Towards this end, the Group held five meetings in 2010 & 2011 to:

• Assess the institution’s current governance arrangements;
• Review governance models in comparable institutions in Australia and overseas; and
• Provide LCC with advice on establishing a governance model relevant to 21st Century circumstances.

It was expected that the GWP would report to Council with its recommendations by 1 March 2011. The reporting date is currently under review.

BACKGROUND

The Launceston Mechanics’ Institute that was formed in Launceston in the 1840s provided the basis of the QVMAG’s collections. QVMAG has been operating as a Council operated museum since the 1890's and is now the largest regional museum in Australia. It not only provides a cultural centre for northern Tasmania, as a museum and art gallery, it has national significance and it has attracted national and international visitors. Furthermore, the institution has developed valuable networks relevant to its collections in the national and international arena. With the reopening of the Royal Park campus as the institution’s dedicated Art Gallery space mid 2011 public interest is expected to increase. In accord with this development the Inveresk campus will be undergoing further development in 2011/12.

Currently LCC, the QVMAG’s governing body has determined that the institution be managed as a part of the overall] management of Launceston City Council (LCC). Here the Council is divided into 5 Directorates that all report to the General Manager. The QVMAG is one of the 5 stand alone Directorates. The QVMAG Director is a member of LCC Executive Management Committee and participates in broader Council management issues. The Council’s management structure provides ancillary support to QVMAG through Directorate sections such as Human Resources, Finance and Parks.

In September 2009 a QVMAG Advisory Group was established to:

• Provide support and advice to the QVMAG Director on the management of the institution;
• Review reports from the QVMAG Director including but not limited to finance, operations and strategic development;
• Provide advice direct to Council, as and when requested.

Committee membership comprised two Alderman, LCC General Manager (or delegate), two general community members and a further two members representing Friends of QVMAG and QVMAG Foundation.

Importantly, this Committee has no delegated authority as thus it falls under the aegis of LCC’s management and operational structures. Furthermore, QVMAG management may establish other complementary advisory committees or reference groups as and when it sees fit.

QVMAG FUNDING

For the year ending 30 June 2010 the QVMAG’s operating budget was $4,937,436. Council is the major contributor to the institution’s recurrent operating expenses and for the financial year 2009/2010 this amounted to $3,603,960. Given that Launceston City Council has 29,500 rateable properties, the city’s ratepayers are contributing to the QVMAG at the level of approx $122 per property in the form of a subliminal levy within their rates. It is also noteworthy that ratepayers’ contributions to the QVMAG’s recurrent expenditure budget have increased by something in excess 350% since Y2000.

Importantly, LCC has received a commitment from the Tasmanian State Government towards the institution’s annual recurrent budget, which stood at $1,208,800 for the financial year 2009/20010. As a part of the Council’s agreement with the State Government the State Government’s contribution increases annually in line with the CPI.

Capital expenditure for the institution is provided separately by LCC but typically some of this funding comes to Council via capital grants from the State and/or Federal Governments. For the calendar years 2009,2009, 20010 & 20011 Council has secured $4.06 Million towards the refurbishment of the QVMAG’s Royal Park campus. The total cost of the refurbishment project is anticipated to be in the order of $9.3 Million. This represents a ratepayer investment of between $170 and $180 per rateable property come the reopening of the refurbished QVMAG’s Royal Park campus.

In addition to government funding, the institution from time to time receives project and research funding from State and Federal funding agencies. Sometimes this is supplemented by private and corporate donations and sponsorships – typically as funding for the acquisition of works for one or other of the institution’s collections. In recent years this has become less significant in the QVMAG’s annual recurrent budget. Also, the institution’s ‘operation Income’ is relatively insignificant given that 2009/2010 it hovered around $3,500.

Furthermore, the institution by and large relies upon private and corporate funding and sponsorships to support its acquisitions program either directly or via the QVMAG’s Foundation.

Overall the total ongoing operation of the QVMAG as an institution is dependant upon an admixture of government funding – Local, State & Federal – with the lion’s share of recurrent funding being provided by LCC.

Nonetheless, the institution is dependant upon private and corporate donations, sponsorships and in-kind support, all of which depends upon the institution presenting as one that is truly accountable and equivalent to like institutions elsewhere – an adherent to best practice in both corporate management and museum practice.

Please click on the image to enlarge

GOVERNANCE MODELS

Members of the QVMAG Governance Working Group have consulted several papers on museum governance and visited a number of museums to investigate and research examples various museum and art gallery governance models. Several members have direct museum and arts experience.

The role of an institution’s governing body is to determine the policies that give it shape and substance. Conversely, management’s role is to administer the institution in accord these things through effective planning processes, program delivery and promotion strategies.

The literature provides governance options that are in place across Australia. They range from appointed Boards of a company or incorporated association who report to shareholders or members through to employed officers who manage the institution and who report directly to an organisation or authority, such as local government. Fundamentally, governance bodies are representative of and thus are accountable to a constituency – here in respect to the QVMAG, primarily ratepayers, government funding agencies, taxpayers, donors, sponsors, et al – and thus on its behalf governance bodies determine the institution’s:

1. Purpose for being – its raison d’être;

2. The scope of the operation;

3. Objectives and goals;

4. Policy sets to do with such things as accession & deaccession, research & publication, ethics, security, etc.; and

5. Determine the operational standards pertaining the operation against which the performance of the institution can be measured and assured.

Given that QVMAG operates under the aegis and custodianship of Launceston City Council the institution falls under the Local Government Act 1993 and under the Act Council has the ultimate responsibility for:

1. The custodianship of the institutions publically owned cultural property;

2. The custodianship of the institutions its publically funded collections; and

3. The operation of the institution for the benefit of the wider community.

In this sense Launceston City Council is seen as the institution’s governing body that is both representative of the institution’s Community of Ownership and Interest and directly accountable to it via the city’s electorate.

Over time LCC Aldermen have become functionally less and less engaged with the institution’s governance and neither has Council established a governance mechanism nor delegated its governance role to a subordinate group or Committee of Council under the Local Government Act. Consequently, the institution’s governance and operational roles have become blurred – and sometime ambiguous.

As a result of its relationship with LCC the QVMAG, as an institution, is bound by policies determined by Council and a governance structure plus a set of agreements broadly determined in accordance with Tasmania’s Local Government Act.

Accordingly, the QVMAG’s staff members are employees of Council and as such they work under the LCC Enterprise Agreement 2010. In this, the QVMAG is not so very different to many local government institutions funded similarly to the QVMAG or indeed Tasmanian Museum and Art Gallery. The TMAG has the status of being the ‘State museum’ and as such the Tasmanian State Government directly funds it with its staff falling under the aegis of the Tasmanian Public Service.

THE QVMAG’S STATUS AS AN INSTITUTION

The QVMAG is a not for profit community cultural enterprise and research institution that is currently auspiced, governed and managed by Launceston City Council.

The QVMAG is not a company, incorporated association or statutory authority and as such it does not have a board of trustees – in effect the LCC Aldermen are the institution’s trustees. It is nonetheless a distinct ‘corporate entity’ accountable to a set of constituents and contributors who are ratepayers, taxpayers donors and sponsors. All of these contributors are funding the operation together and are thus owed similar levels of accountability that other corporate/incorporated bodies are obliged to deliver to their constituency/memberships/shareholders.

While the QVMAG is not a State Government institution, such as TMAG, and institutions that commonly have a Board of Trustees, it is nonetheless an institution of similar scale and complexity to the TMAG requiring a high level of sophistication in respect to its governance. Given the importance and value – cultural, scientific & fiscal – of the cultural property held in the QVMAG’s collections it is an imperative that it is unambiguously accountable to its Community of Ownership & Interest.

There is however a range of regional or specialist museums that have developed associations and societies that are bound by relevant constitutions and/or articles of association. These institutions normally have 'not for profit' status, as does the QVMAG, and are not directly owned and operated by any level of government albeit that many/some/most would the recipients of government funding – Local State & Federal – for projects they are engaged with if not for recurrent expenditure. In this category are many of the historical society museums, heritage trusts and club associations.

It is important that QVMAG is accountable to its Community of Ownership and Interest and consistent with this it needs to embrace and engage in a more consultative process than it has in recent years.

Governance is fundamentally to do with the determination of policy and ultimately accountability accountability and with this in mind it is now an imperative that a governance mechanism be established via a standalone group with formal rules, proceedings and terms of reference – see the draft Charter for a QVMAG Museum Governance Advisory Board and the attached charts.

In order to ensure accountability it is proposed that a governance advisory board be established. It will need to be charged with the tasks of either to determining or formally advising LCC – the Aldermen – on:

• The institution’s scope and purpose as a museum and art gallery
• The institution’s objectives and goals;
•  The institution’s expected operational standards; and
• The establishment of performance indicators relative to these things.

It must not be a management committee in any sense as its function is to determine, or advise on the determination of, institutional policy. In an advisory role, it will be the QVMAG’s penultimate governance body (Museum Governance Advisory Board? MGAB) and it would report directly to Launceston City Council’s Aldermen, the QVMAG’s ultimate and definitive governing body.

As the QVMAG’s penultimate governance body, aided by key Council officers and QVMAG staff, the MGAB would adopt a primary role in regard to:

• Advising LCC on the determination of QVMAG policies;
• Advising LCC on the QVMAG’s Strategic Plan;
• Advising QVMAG management on its annual business/enterprise planning; and
• Advising QVMAG management on its annual programming, marketing and promotion issues where appropriate.

Governance’s fundamental role, here LCC Aldermen’s role, is to:

• Determine policy and thus the nature and scope of an operation under its control/custody;
• Set in place the policies under which the QVMAG operates; and
• Establish the standards against which that operation’s performance will be measured, assessed and assured.

Set against all that, management’s role, under the direction of the institution’s Director, and here reporting to LCC’s Aldermen via the city’s General Manager, is to deliver on these things via the operation’s planning processes, programming – annual & beyond – and its promotion/marketing.

Governance’s and management’s roles are distinct and fundamentally different and in recent years in respect to the QVMAG the distinctions between the two roles has become blurred and counterproductively ambiguous.

It is anticipated that the MGAB could/may replace the current Advisory Group and assume some of its role. However under the Tasmanian Local Government Act the current Advisory Group may well remain in place in support of the QVMAG Director in her/his management of the QVMAG as an institution. Furthermore, it would be appropriate for the QVMAG’s Director to put in place other special purpose stand-alone advisory groups.

Arguably, the QVMAG needs an Aboriginal Advisory Committee to advise the Director and staff on all matters relevant the inclusion of the Tasmania Aboriginal community in the institution’s strategic and enterprise planning processes – as does the Tasmanian Museum & Art Gallery. Given Tasmania’s colonial histories and the institution’s custodianship of the Tasmanian Aboriginal community’s material cultural production, and other research material, this should be seen as an imperative.

Likewise, it can be argued that the QVMAG similarly could profitably use the advice of similar and distinct groups offering support on such matters as funding and income generation, research, marketing, community engagement etc. Such committees/reference groups may well have a very limited life and relevance and some may have a longer-term relevance.

It should be acknowledged that under the Tasmanian Local Government Act, Council already has the power to authorise the QVMAG’s management to assemble such management advisory groups – ad hoc & formal – as the need and occasion arises.

In regard to the MGAB, it membership should comprise of people that have administrative, marketing, financial, academic and cultural experience relative to cultural and educational institutions in order that they can provide advice to LCC Aldermen on all matters relevant to the governance of the QVMAG as a cultural institution.

This would be in addition to the QVMAG Director who has a similar role from a management and operational perspective.

Ideally the MGAB should also take on an advocacy role and assist with developing partnerships and expanding the QVMAG’s funding options in concert with management advisory committees the QVMAG Director may set up from time to time.

It is recommended that the MGAB members will be appointed for a fixed term by the Council’s Aldermen following a selection process that takes into consideration relevant expertise and areas of interest.

It is an imperative that appointments to the MGAB are made solely on the criteria of what skills, expertise and experiences a member will bring to the MGAB. It will be important to ensure that the MGAB members contribute to the QVMAG and do not see themselves on the committee to simply represent another interest group given the QVMAG’s Charter.

MARKETING & MEMBERSHIP

In order for the QVMAG to engage more effectively with its Community of Ownership and Interest (COI) and other audiences, arguably it will need to reappraise not only its governance mechanisms but also its marketing strategies – that is ‘marketing’ in its broadest context rather than ‘advertising.’ If the institution is to fulfil the QVMAG’s potential commensurate with the community cultural capital invested in the institution – $230 Million in collections plus the capital value of the infrastructure – it is important that the institution be proactive in its engagement with its COI – ratepayers, taxpayers, researchers, funding agencies, sponsors, donors etc. – and other audiences – tourists and other visitors.

An important way of achieving COI engagement is to develop relationships – formal & informal – with the individuals and groups who have a sense of ownership for and interest in the QVMAG. Memberships of various kinds, and in various contexts, would be a useful policy based strategy in achieving such a goal. Directly, it is unlikely to contribute to the institution’s income stream in any significant way. Nonetheless, as a component of a broad based marketing strategy, ‘institutional memberships and/or associateships’, have the potential to deliver a variety of tangible and intangible benefits of mutual benefit to the institution and its COI.

The QVMAG already acknowledges researchers who in one way or another have formed formal and informal relationships with the institution. Indeed, these associates raise the QVMAG’s research profile considerably and so much so that it points to there being a largely unrealised potential to be proactive in recruiting research associates across the various research and collection units in the institution.

In similar and quite different ways a QVMAG membership network has the potential to raise the institution’s profile in both the Tasmanian community and the national (international?) museum cum arts community. Interestingly, it would go some way towards restoring the kind community engagement with the institution’s collections that Launceston Mechanics Institute aimed to do in the mid 19th C.

Membership is an issue that is both a governance matter relative the institution’s Strategic Planning process and an operational issue in that it will have impacts upon the institution’s planning, programming and promotion requirements. It is presented here as an exemplar of the kind of ‘policy initiatives’ that might well fail to win managerial support, or even any attention, without truly accountable governance and management mechanisms in place – and a governance mechanism that is proactive in policy development.

CHARTS & DIAGRAMS

QVMAG MUSEUM GOVERNANCE ADVISORY BOARD CHARTER

DRAFT agreed upon by the QVMAG Governance Working Group – 29.03.2011

CONTEXT

Consistent with the Queen Victoria Museum and Art Gallery’s (QVMAG) status as a community cultural enterprise and its stated mission to be a leader in the intellectual and creative development of Launceston and Tasmania by increasing the community’s enjoyment and understanding of Launceston’s, and Tasmania’s, natural and cultural heritage the QVMAG Museum Governance Advisory Board (MGAB) is a special committee of Launceston City Council (LCC) that has the role, on behalf of LCC, to ensure that:

• Appropriate governance policies and procedures are established;

• Accountability controls are established and adhered to; and

• The institution has a five year Strategic Plan in place that is relevant to the circumstances the institution is currently operating under.

Consistent with these roles, MGAB members will provide formal and informal advice and support to the Council, General Manager and QVMAG management in accord with the institution’s Strategic Plan and annual enterprise/business plans.

The MGAB is a special committee established under the provisions of Section 24 of the Local Government Act 1993 by Council resolution of its meeting held on (TBA)…

STATEMENT OF PURPOSE

The museum and art gallery’s purpose is to engage with the wider community in order to:

• Provide research and educational opportunities;

• Generate and share new knowledge;

• Increase community awareness of current understandings relevant to the institution’s collections of scientific material and material cultural production; and

• Build upon, maintain and conserve these collections for the benefit of future generations.

ACCOUNTABILITY

The QVMAG Museum Governance Advisory Board is directly accountable to Launceston City Council, which is the QVMAG’s ultimate governing body. Nothing in this Charter limits any powers or responsibilities of the Launceston City Council, its General Manager or the QVMAG Director. The MGAB is a special committee of Council set up to advise LCC Aldermen, the General Manager and the Director on all matters relevant to the QVMAG’s governance in accordance with the Local Government Act 1993. It is recognised that LCC is ultimately responsible for the custodianship of the QVMAG’s collections and cultural property held in trust on behalf of the Tasmanian community.

MEMBERSHIP AND COMPOSITION OF THE BOARD

The MGAB shall consist of at least four independent community members appointed by the Launceston City Council. In addition the Friends of QVMAG and the Launceston Museum & Art Foundation shall each be entitled to nominate a member. The LCC Mayor (or representative) will be an ex officio member of the Board with voting rights. The LCC General Manager (or representative) and QVMAG’s Director, will be non voting ex officio members.

The community members are to be appointed by LCC with the final composition of the Board to be determined and ratified by the LCC.

The Chairperson will be determined by the Council for the term from within the independent membership of the Board. In the event that the Council does not so determine the Chairperson, the Board shall itself elect a Chairperson from its members'. The QVMAG’s Director or his/her nominee will provide secretarial and administrative support for the Board.

TENURE

The term of Board membership shall be two years, with a maximum of two terms to be served consecutively. Notwithstanding the foregoing, to provide some continuity in the first two terms, half of the Board members shall be nominated to continue for a second term while the term of the other half shall expire. By the third term a sequence will be in place whereby half the membership will be in place for the next new term. The determination of Board members to continue for a second term shall be decided by Council who shall have regard to such recommendations as may be made by the Board.

BOARD MEETINGS

The MGAB shall meet at every two months, or as determined by the Board and meetings shall not be open to the public except where determined by resolution of a meeting of the Board. The Board will report to Council at least twice a year and provide timely advice to Council relevant to:

1. The institution’s annual budget;

2. The institution’s programming;

3. New and/or revised policies.

4. Standards and performance reviews.

5. The initial assessment of the institution’s Annual Report.

QUORUM

A quorum will be at least 50% plus one of the members of the Board, present in person or by using any appropriate technology, shall constitute a quorum. The quorum must be present at all times during the meeting.

COMMITTEE PAPERS

The QVMAG’s Director or his/her nominee shall act as the Board Secretary and shall ensure that any upcoming meeting’s agenda and support papers are distributed at least five clear working days in advance of the meeting. In addition the Board’s Secretary shall also ensure that minutes and reports flowing out of a meeting are distributed to members and Aldermen in a timely way and in accord with LCC meeting schedules.

COMMITTEE MINUTES

The Board will ensure that comprehensive minutes of all Board meetings to be approved by the chairperson, are prepared at the earliest possible date after a meeting. Minutes of all meetings will be submitted at the next meeting of the Board.

BOARD REVIEWS

The Board shall review its charter and performance annually and report to the LCC on the results of the review.

ROLE AND RESPONSIBILITIES

The QVMAG Museum Governance Advisory Board’s primary role is to advise LCC on policy matters and the ongoing development of the institution. Consistent with this the Board will advise upon, and report to LCC where and when appropriate. Such advice may include matters related to:

1. Advising LCC on the institution’s purpose for being and institutional objectives and goals as an integral part of the QVMAG’s Strategic Planning processes and most specifically in the context of the institution’s education and research roles;

2. Providing advice on the QVMAG Strategic Plan.

3. Supporting the institution and specifically assisting with facilitating higher levels of engagement with the Community.

4. Advising upon the institution’s quality assurance mechanisms where appropriate;

5. The review and implementation of museum processes and practices relevant to current best practice in museum practice and research relevant to the institution’s collections;

6. Raising the institution’s research and publication profile in a Tasmanian, national and international context and importantly within the cultural and scientific communities relevant to the QVMAG’s collections and programming;

7. Providing an advocacy body for the QVMAG and where appropriate represent the institution in the wider community;

8. Fundraising and securing government, private and corporate sponsorships in support of the institution’s acquisitions and exhibitions program, its research initiatives and publications program;

9. Support to the QVMAG Director in the delivery of the institution’s exhibition, research and publication programs and their outcomes.

CONFLICT OF INTEREST

If any MGAB member has a material personal interest in or interest by way of a personal or other relationship to any matter being considered by the MGAB then that member must give the Board and LCC notice of the interest as soon as that member becomes aware of the interest, in accordance with the Conflict of Interest provisions within the Local Government Act. 1993. The notice must provide details of the nature and extent of the interest.

AUTHORITY

The QVMAG Museum Governance Advisory Board is an advisory body tasked with the role of advising LCC on governance issues, policy development and supporting the QVMAG’s operational activities. In doing so, the MGAB works closely and in accord with the Director of the QVMAG.

REPORTING

At least twice a year, the Chairperson of the MGAB shall present a report on matters related to the Board's Charter to a meeting of the Strategic, Policy and Planning Committee of the Launceston City Council.

MEETING PROCEDURE

Meetings of the Group should be conducted in accordance with the Local Government Meeting Procedures Regulations 2005 in so far as they are relevant. Members of the MGAB should have regard to the provisions of the Local Government Act 1993 in so far as they relate to obligations placed upon members of all Council Committees.