Good governance is essential for Registered Native Title Body Corporates (RNTBCs) and other Aboriginal and Torres Strait Islander corporations. Having clear, practical governance documents helps ensure compliance, transparency and accountability, while supporting culturally appropriate decision-making. More information about RNTBCs is available here.
Below is an overview of the core documents and policies that can help your corporation operate effectively and meet its legal obligations.
1. Board Roles and Responsibilities
Boards are responsible for managing the corporation’s affairs in a fair and lawful manner. A Board Charter helps clarify the role of directors and key officeholders such as the Chairperson, Vice-Chairperson, Secretary and Treasurer. These roles support leadership, compliance, sound financial management and effective communication between the board and members. An Organisational Chart can be a helpful tool that shows key committees and organisations, for external stakeholders and members alike.
2. Directors’ Code of Conduct
A Code of Conduct sets clear expectations for directors’ behaviour inside and outside meetings. It reinforces respect, professionalism and adherence to directors’ duties under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) (CATSI Act). The code may also outline how breaches are handled, ensuring accountability and integrity across the board.
3. Director Induction and Compliance
New directors should complete induction processes and documents such as a Consent to Act, Conflict of Interest Declaration, and Confidentiality Undertaking. An induction session helps new directors understand governance obligations, board processes, and key projects.
4. Conflicts, Meetings and Decision-Making
Clear Conflict of Interest and Meeting Policies promote transparency and fairness. They can include procedures for declaring interests, decision-making rules, quorum requirements, and participation standards for both in-person and online meetings. More information about conflicts of interest is available here. A Correspondence Policy that explains the point of contact and how directors and key staff will be kept-up-to-date will also increase organisational efficiency and reduce the risks of miscommunication. These types of policies are well-supported by an easily accessible Organisational Calendar that shows key events.
5. Remuneration and Financial Management
Where permitted by the corporation’s rulebook, a Remuneration Policy outlines how and when directors may be paid. Corporations must ensure payments are transparent, reasonable, and in the best interests of members. Strong financial reporting, payment processes, and audit procedures help boards comply with the CATSI Act and maintain accountability. In addition, clear funding agreements with any funders, fit-for-purpose trust deeds, and any applicable shareholder agreements with related organisations, like charitable trusts or related business ventures are important. More information about tax considerations is available here.
6. Member Management and Conduct
Maintaining accurate membership registers, clear application procedures, and a member behaviour policy ensures fairness and supports cultural and corporate governance. A Complaints Policy and Misconduct Register can assist in resolving disputes and maintaining respectful participation in corporation business. More information about dispute management is available here.
7. General Meetings and Elections
Annual General Meetings (AGMs) are critical opportunities for members to engage with the board and make key decisions. Corporations should have clear procedures for director elections, meeting notices, and member assistance, consistent with legislative timeframes and any applicable cultural practices. These procedures could include the use of independent organisations and scrutineers to help with voting processes. Template AGM plans will also help reduce the administrative pressure of holding meetings, with more information including an AGM checklist available here.
8. Heritage, Future Acts, Native Title Decisions and Consultation
RNTBCs are regularly required to manage cultural heritage issues. Template heritage protocols and standard heritage clearance and monitoring processes, accompanied by heritage survey register can help to communicate with stakeholders and members and manage heritage effectively. More information about a template heritage process is available here.
Subject to resources, important heritage information may also require policies around mapping and safe storage of heritage data. This could include, for example, rules about use and access to reports from native title claims, like connection reports and genealogies. More information about native title documents is available here.
In addition, RNTBCs are often required to respond to future act notices. More information about future acts is available here. Template responses to future act notices reduces duplication and promotes efficiency in responses. RNTBCs can charge fees for services, with more information about charging fees is available here. The development of a schedule of fees for services will bring certainty for stakeholders and increase cost recovery. RNTBCs may also develop standard negotiation protocols for negotiations with proponents, and, template benefits checklists to assist with negotiations. More information about negotiations and benefits checklists are available here.
RNTBCs must also follow prescribed processes when making native title decisions under the PBC Regulations. More information about native title decisions is available here. Keeping a Register of Native Title Decisions supports transparency and record-keeping. Consultation and consent meetings with native title holders should be conducted in line with legal requirements and cultural protocols, with appropriate notice and participation procedures.
Agreement registers with obligations and benefits trackers, like automated calendars and workflows to follow up payments, can help to manage your various rights and responsibilities under heritage and native title agreements, like Indigenous Land Use Agreements.
9. Operational Policies and Tools
To manage daily business effectively, RNTBCs benefit from additional governance tools, including:
- Services Schedule – to help manage services like cross-cultural awareness and welcome to country processes.
- Procurement Policies – to ensure fair, transparent purchasing and preference for Aboriginal businesses.
- Cybersecurity Policies – to manage the risks relating to cybersecurity. More information about cybersecurity is available here.
- Asset Registers and Policies – to track and manage corporate property and equipment.
- Staff Policies – covering employment, travel, payroll, and grievances, including template but fit-for-purpose employment contracts supported by health and well-being and grievance policies.
- Communication Protocols – clarifying who can speak on behalf of the corporation, and may also include how the corporation shares and receives information with related organisations like trusts and business ventures.
- Financial Delegations – outlining limits on spending authority, which may include rules around any applicable trading accounts or credit cards.
- Professional Service Provider Panel – pre-approved professional service providers that have demonstrated capabilities and clear terms of engagement (like employee relations consultants, lawyers and accountants).
- Training Schedule and Register – a calendar and register that plans for and records training for directors and key staff, particularly on governance, employment practices and financial literacy.
10. Rulebook and Strategic Plan
Every corporation must have a Rulebook – its constitution under the CATSI Act. The rulebook sets out the purpose of the corporation, decision-making powers, membership rules, and governance structure. It is the foundation document that ensures compliance, accountability and continuity of good governance. More information about rule books is available here.
If RNTBCs have capacity, a workshopped Strategic Plan that sets out the purpose and key objectives for the RNTBC will help guide boards and key staff, including by helping to manage risks. More information about risks is available here.
Regular health checks, including reviews of your rulebook, will help to make sure your RNTBC is in good shape. More information about health checks is available here.
Supporting Good Governance
Having clear governance documents and following them consistently can reduce risks of internal conflict, improve decision-making, and help corporations avoid regulatory issues such as special administration. More information about how to avoid special administration is available here.
At MPS Law, we work with RNTBCs and Aboriginal corporations to draft, review and strengthen governance documents that align with cultural values and legal obligations.
This is general commentary only and is not legal advice. If you are unsure how this commentary relates to you, or for support to tailor documents specific to your needs, contact us