AGLS Board Terms of reference

The AGLS Board is established to implement recommendations from the Secretary’s Review of Commonwealth Legal Services, published in 2017.

The AGLS Board is a diverse group of general counsel/heads of legal and other senior lawyers drawn from across Commonwealth legal practices.

Its primary purpose is to support a whole-of-government, high quality, consistent and coordinated approach to the delivery of legal services and the management of legal risk across the Commonwealth.

The AGLS Board’s objectives are to:

• Facilitate engagement between senior lawyers on whole-of-government legal issues and build a community of leaders of the government lawyer profession.
• Promote awareness of whole-of-government legal issues or initiatives.
• Drive cultural change towards coordinated delivery of legal services and the consistent management of legal risk.
• Establish a professional model for government lawyers and government legal practices, including professional standards and training modules.
• Connect and share information with government lawyers working across Australia in corporate and non-corporate government entities.
• Promote broad participation and involvement in the AGLS.

The AGLS Board’s responsibilities are to deliver its objectives. This includes through action to:

• Determine the priorities and strategic direction of the AGLS, including developing a Strategic Plan.
• Oversee and support the initiatives of the AGLS such as the Government Lawyer Training Program.
• Task and manage non-board members, working groups and committees to deliver the AGLS Board’s objectives.
• Report annually to the Secretary of the Attorney-General’s Department (AGD) on the work of the AGLS Board and its committees, and the activities of the AGLS.

AGLS Board members will serve on a volunteer basis.

The maximum number of AGLS Board members is 11.

Board members will be general counsel/heads of legal or other senior government lawyers.

Unless otherwise agreed, AGLS Board membership is limited to one member per Commonwealth agency (with the exception of AGD). The exception for AGD will allow other senior government lawyers in AGD (including from AGS) to participate along with AGD’s standing board member.

Membership should reflect cultural, gender and regional diversity.

Board membership composition should reflect the full range and different types of Commonwealth agencies. It should draw from:

• departments and other non-corporate Commonwealth entities
• corporate Commonwealth entities
• the Australian Government Solicitor
• small and mid-size agencies
• Canberra-based agencies and non‑Canberra based agencies.

Membership should also reflect diverse agency functions, in accordance with the APSC functional clusters model:

• policy
• regulatory
• specialist
• operational.

Unless otherwise agreed, members are considered agency representatives (rather than representing themselves).

The First Assistant Secretary of the Legal Services and Royal Commissions Division in AGD (or their delegate) will serve as a standing board member.

This will ensure continuity and support the AGD Secretary to set the direction for the AGLS, in consultation with the board.

A senior executive representative from the Government Division of the Department of the Prime Minister and Cabinet, and a senior representative from the Australian Government Solicitor, are invited to participate in all board meetings.

An agency head must provide their written endorsement for any board nominations from their agency.

The Secretary of AGD, or their delegate, will appoint all board members, based on the advice of the Office of Legal Services Coordination, AGD (OLSC).

Once a year (or at other times as necessary), AGD will seek expressions of interest from general counsel/heads of legal or other senior government lawyers to fill any board vacancies. The positions will be advertised widely. In assessing nominations and making recommendations to the AGD Secretary, the OLSC will consider board diversity.

Where there are more nominations than available positions, preference will be given to a board member from a Commonwealth agency who has not recently been represented on the board, subject to board diversity considerations.

A board member may nominate a substitute to attend particular board meetings on their behalf.

The board will convene at least 6 times per year.

This provision does not apply to the standing board member.

Board membership will be for a term of 24 months (or until such time as a new board member has been appointed to replace the existing board member), with new appointments to generally commence in March of each year.

Board members cannot serve for more than 2 consecutive terms unless invited by the Secretary of AGD to do so.

Board members are required to resign if they leave the Commonwealth.

Board members must notify the chair and secretariat in writing of their intention to resign from the board.

If a board member moves to another Commonwealth agency, the member’s agency will ordinarily nominate a person to replace them. If considered appropriate by the Secretary of AGD, they may instead remain as a board member with the endorsement of the heads of both the agency they are departing from and the agency they are moving to.

If a member can no longer continue on the board, the member’s agency may nominate a person to replace them. If a suitable replacement is not found then AGD will appoint a replacement.

Where possible, departing board members are expected to pass on corporate knowledge to their replacement or to the board at large.

The Secretary of AGD will appoint a chair and deputy chair. This appointment can be exercised by OLSC in consultation with the Secretary.

The term of the chair and deputy chair is 12 months (unless the person resigns as chair or deputy chair or from the board earlier). A board member can be appointed as chair or deputy chair for more than one term.

The chair will provide leadership to the board, including by:

• facilitating information flow to and from the board
• facilitating the effective functioning of the board to support achievement of the purpose of the AGLS
• being the primary contact between the board and the OLSC, which involves liaising with and maintaining a productive working relationship with the OLSC
• liaising with the secretariat to develop meeting agendas
• ensuring action items from board meetings are progressed, and
• communicating the board’s views, in conjunction with the OLSC, to the AGD Secretary.

The deputy chair will provide support to the chair, including to perform the role and functions of the chair in the absence of the chair for any reason.

The OLSC will provide secretariat services to the board.

As part of their role, the secretariat will:

• support the board to develop a strategic plan that includes objectives, timeframes, budget and responsibilities
• organise board meetings including logistics and support the chair to develop agendas, collate and circulate papers and prepare minutes
• coordinate out-of-session business for the board
• coordinate the drafting of agenda papers including, as required, preparing advice on policy issues involving research, policy papers, consultation, and decision-making papers
• collect and circulate agenda items to the board
• arrange clearance of draft meeting minutes and circulate final minutes to members
• maintain a record of final papers and board decisions
• run appointment, resignation and dismissal and/or election processes.

The following AGLS committees are established:

• Conference Committee
• Engagement and Communications Committee
• Legal Risk Committee
• Professional Development Committee
• Integrity, Ethics and Culture Committee
• Legal Operations Committee

In addition to the established AGLS committees, the board may establish working groups to progress shorter term initiatives.

The board must nominate a board sponsor or sponsors for each AGLS committee that is established.

The board may determine the composition and membership of AGLS committees.

Each AGLS committee will choose a chair from amongst its members.

The chairs of AGLS committees may establish sub-committees as necessary, to fulfil their responsibilities, with the approval of their board sponsor/s.

The board may restructure, review or revise existing AGLS committees and establish new committees, where required, to achieve its objectives.

Each AGLS committee will develop a work plan aligned to the AGLS Strategic Plan and will be responsible for delivering specific AGLS projects.

The board will be responsible for approving committee work plans.

The chair/s of each AGLS committee will report regularly to their board sponsor/s. The chairs of each of the AGLS committees will engage with each other regularly to ensure a holistic approach to the work of the board by the AGLS committees.

Each board sponsor/s will report to the AGLS Board on the work of their committee and seek guidance and input on key issues, where necessary.

The board may stand up informal working groups for time-limited or particular projects, where necessary.

The board may decide on alternative governance and reporting arrangements for informal working groups.

Board members must declare any conflict of interest(s) (perceived or actual) as and when they arise.

The AGD Secretary, or their delegate, may approve amendments to these terms of reference at any time.

The board or OLSC may propose amendments to these terms of reference at any time.