IND.0248.001.

0045

YESHIVAH CENTRE
COMMITTEE OF MANAGEMENT CHARTER

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Chabad Institutions of Australia Inc .

Yeshivah Beth Rivkah Colleges Inc.
Chabad Properties Inc.

IND.0248.001.0046

COMMITTEE RESPONSIBILITIES
General
The Yeshivah Centre is a Chabad Moisod operating according to the custom,
principles and teachings of Chassidus Chabad and specific directives of the
Lubavitcher Rebbe in relation to Melbourne, Australia. The Committee of
Management is explicitly responsible for managing and controlling the affairs of the
Yeshivah Centre. The Committee should exercise leadership, enterprise, integrity and
judgement in directing the Yeshivah Centre in line with Chabad ethos and Lubavitch
teachings.

In discharging their responsibilities the Committee, both collectively and individually,

have a duty to act in the best interests of Yeshivah Centre as a whole, irrespective of
personal, professional, commercial or other interests, loyalties or affiliations.
Committee members should attend meetings regularly and fo llow up on matters
delegated to them in a timely fashion.

Strategic leadership

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T

1.

Provide input that assists in identifying and understanding emerging trends and
issues.

2.

Review Yeshivah Centre's situation and agree to the broad framework within
which the strategic and business plans will be prepared.

3.

Establish the strategic direction for the organisation.

4.

Review and approve Yeshivah Centre's financial objectives, plans and actions
for each cost centre, including significant capital allocations and expenditures.

5.

Monitor each cost centre's performance against the strategic direction,

including assessing operating results to evaluate whether the department is
being properly managed.

6.

Identify and characterise the principal risks faced by Yeshivah Centre and
ensure that appropriate systems are in place to avoid or mitigate these risks.

7.

Select, monitor and, if necessary, replace senior management and ensure there
is a succession plan.

8.

Assist administration with meeting strategic goals and respond to requests for
advice, assistance or support from senior management personnel.

Chabad Institutions of Australia Inc .

Yeshivah Beth Rivkah Colleges Inc.
Chabad Properties Inc.

IND.0248.001.0047

9.

Receive reports from and guide and liase with the executive and management
team.

Committee focus
1.

Review and approve all transactions undertaken by the Y eshivah centre that
the Committee of Management deem material.

2.

The Committee will agree to the agenda for each Committee meeting, and
each Committee member is free to suggest the inclusion of item(s) on the
agenda.

EXPECTATIONS OF COMMITTEE MEMBERS

Code of Ethics and Proper Practice

The Committee is committed to the adoption of ethical conduct in all areas of its
responsibilities and authority.

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Committee Members shall:

1.

Act honestly and in good faith at all times.

2.

Declare all interests that could result in a conflict between personal and
organisational priorities.

3.

Be diligent, attend Committee meetings and devote sufficient time to

preparation for Committee meetings to allow for full and appropriate
participation in the board 's decision making. The Committee will publish
annual attendance of meetings by individual members.

4.

Ensure scrupulous avoidance of deception, unethical practice or any other

behaviour that is, or might be construed as, less than honourable in the pursuit
of Yeshivah Centre's business.

5.

Treat all Committee matters as strictly private and confidential and not disclose
to any other p erson confidential information other than as agreed by the

Committee or as required under law.

6.

Act in accordance with their fiduciary duties, complying with the spirit as well
as the letter of the law, recognising both the legal and moral duties of the role.

Chabad Institutions of Australia Inc .

Yeshivah Beth Rivkah Colleges Inc.
Chabad Properties Inc.

IND.0248.001.0048

7.

Abide by Committee decisions once reached, and not act in a manner adverse to
such decisions, (notwithstanding a Committee member's right to pursue a
review or reversal of a Committee decision).

8.

Not do anything that in any way denigrates Yeshivah Centre or harms its public
image.

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The Committee shall:

9.

Ensure that there is an appropriate separation of duties and responsibilities

between itself and the Executive and Management team.

10.

Ensure that a minimum of two Committee members sign any cheques, drafts,
bills of exchange, promissory notes and other negotiable instruments.

11.

Ensure that two Committee members that are directly related are not authorised
to sign any cheques, drafts, bills of exchange, promissory notes and other
negotiable instruments and shall not affix to the Common Seal of any of the
Associations to any instrument.

12.

Make every reasonable effort to ensure that Yeshivah does not raise community,
supplier or stakeholder expectations that cannot be fulfilled.

13.

Regularly review its own performance as the basis for its own development and
quality assurance.

14.

Carry out its meetings in such a manner as to ensure fair and full participation of
all members.

Conflict of Interests
The Committee places great importance on making clear any existing or
potential conflicts of interest for Committee members.
Conflicts of interest may occur:

When a Committee member, or his/her immediate family or business interests,

stands to gain financially from any business dealings, programmes or services
provided to Yeshivah Centre.

When a Committee member offers a professional service to Yeshivah Centre.

Chabad Institutions of Australia Inc .

Yeshivah Beth Rivkah Colleges Inc.
Chabad Properties Inc.

IND.0248.001.0049

When a Committee member stands to gain personally or professionallyfrom any

insider knowledge if that knowledge is used for personal or professional
advantage.

1.

Any business or personal matter which could lead to a conflict of interest of a

material nature involving a Committee member and his/role and relationship with
Y eshivah Centre, must be declared to the Committee.

2.

The Committee shall determine whether or not the conflict is of a material nature
and shall advise the individual accordingly.

3.

Where a conflict of interest is identified and the Committee has declared that it is
of material benefit to the individual or material significance to the association/s,
the Committee member concerned shall not vote on any resolution relating to that
conflict or issue.

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4.

The Committee member shall only remam m the room during any related
discussion with Committee approval.

5. Individual members, aware of a real or potential conflict of interest of another

member have a responsibility to bring this to the notice of the board.
6. In the event that the Committee contains two members who have one of the
following relationships:
(a) parent I child;
(b) husband I wife; or
(c) sibling;
then in the event that the Committee members formally vote on any matter, and:
(i)

both members who are in the relationship vote in the same manner;
and

(ii)

the vote results in a majority vote of one vote;

then the votes of the two members who are in the relationship shall be counted as
one vote, and if necessary, another vote taken.

EXECUTION
Chabad Institutions of Australia Inc.
Yeshivah Beth Rivkah Colleges Inc.
Chabad Properties Inc.

IND.0248.001.0050

(ALL EXECUTIVE MEMBERS TO SIGN)

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Chabad Institutions of Au s tralia Inc .

Yeshivah Beth Rivkah Colleges Inc.
Chabad Properties Inc.