Eureka Idea Co (EIC) governance mechanisms have two equal purposes. Firstly, to deliver upon the EIC strategy in a manner that upholds our principles, is legally compliant and places greater emphasis on impact than profit while maintaining our liquidity and protecting shareholder assets. Secondly, the EIC governance mechanisms are designed to ensure that all fee-paying members of Eureka Idea Co (EIC) are fairly represented in the strategic decision making of the consortium.
EIC has four main governance mechanisms:
- A constitution, empowered under the Corporates Act 2001 at the inception of EIC
- An Annual General Meeting, whereby shareholders and members may elect the board and vote on matters permitted in accordance with the constitution
- A board of directors, with Executive Directors, Non-Executive Directors and Members Representative Directors; and
- A dispute resolution process whereby issues unresolvable by the members involved are referred to the corporate board for deliberation.
The board can consist of Executive Directors, Non-Executive Directors and Members Representative Directors. The Executive Directors and Non-executive Directors are nominated and elected to the board by shareholders only. The Members Representative Directors are nominated and elected by all fee-paying members of EIC. All EIC board members are responsible for providing both direction and guidance in defining EIC strategies, goals and governance mechanisms to ensure EIC delivers upon its strategy; and they are responsible for ensuring that the strategy fairly represents the strategic directions EIC’s members wish to pursue. In achieving the later, the Members Representative Directors are particularly (but not singularly) responsible for representing the interests of all fee-paying members.
- All fee-paying members shall have the opportunity to nominate 1-2 board members for election on an annual basis. Voting shall be based on a quota of 1 vote per member.
- Shareholders shall have the opportunity to elect between 3-5 advisory board members on an annual basis. Voting shall be based on a quota of 1 vote per share.
- Board meetings will occur between 4-6 times per year
- Directors will have 1 vote each on any motion made in a board meeting
Dispute Resolution Process
- Individuals involved in the dispute will each submit a written explanation of the issue (max 3 pages) to the directors.
- The board will consider the issue at the next scheduled board meeting unless earlier by special request. If the issue cannot be resolved a special panel of at least 3 board members will meet separately to resolve the issue. The parties to the dispute may be called upon to provide additional information.
- If the dispute involves board members they will be obliged to exclude themselves from discussions or decision making regarding the issue in board meetings.