Clause 6 of the Constitution sets out that the IBN Board will be comprised of Traditional Owner Directors and Independent Directors. Traditional Owner Directors are appointed by each respective Language Group or part thereof, and Independent Directors are appointed by the Appointing Committee. The current Directors of IBN, and their terms are set out as follows:

The IBN Board also has a Company Secretary, who supports the governance duties of the Board.

Under clause 26 of the Trust Deed there is a rolling minimum term for the appointment of the Trustee. The Minimum Term expires 90 days after the General Meeting and requires a Special Resolution (being 75% of members from each language Group comprising 1 vote) to be passed. The current minimum term expires on 26th May 2025.

In Australia there are three sources of Directors Duties:

(a) Duties arising under the Corporations Act 2001;
(b) Fiduciary duties; and
(c) Statutory duties.

Fiduciary duties developed over time as the result of case law. These responsibilities overlap with legislation. These rules work cohesively together to ensure directors act responsibly, ethically, and professionally.

The principal duties for Directors are:

1. Duty of care, skill, and diligence
2. Duty to act in good faith and in the best interests of the company
3. Duty to exercise and use information for a proper purpose (not for personal profit)
4. Duty to avoid a conflict of interest
5. Duty to prevent insolvent trading; and
6. Duties relating to company records

IBN Code of Conduct 2023

The Representative Corporations (Rep Corps) are:

• Minadhu Aboriginal Corporation (MAC)
• Banjyma Aboriginal Corporation (BAC)
• Milyuranpa Banjyma Aboriginal Corporation (MBAC)
• Niapaili Aboriginal Corporation (NAC)

The Rep Corps were set up to represent their respective Language Group under the Trust Deed.
Clause 11 of the Trust Deed sets out the Role of the Rep Corps. The role of each Rep Corp is to:

• Represent its Language Group (or the part of the Language Group it represents) by putting proposals and submission to the Trustee and generally to liaise with the Trustee in relation to matters relevant to its Language Group
• Advise the Trustee on whether a person claiming to be a Member of the group should be accepted or is a Member of the Language Group
• Mediate and consult between Members of the Language Group
• Share information with Members of the Language Group

Further details on the Rep Corps can be obtained by contacting the Corporate Liaison Officer at
membership@ibngroup.com.au or by visiting the website of the Office of the Registrar of Indigenous
Corporations (ORIC): – https://www.oric.gov.au/

The role and composition of the Elders Council is set out in clause 4.5 of the Trust Deed. The purpose of the Elders Council is to enable IBN to seek advice or recommendations in relation to cultural matters of administration of the Trust. The Elders Council must include an equal number of Elders from each Language Group (with up to six Members from each Language Group) and must contain an equal
number of men and women from each Language Group.

The current Elders Council Chairperson is Charles Smith, and further details on Elders Council Members can be obtained by contacting the IBN Corporate Support Team at membership@ibngroup.com.aucultura

The current CEO is Dale Brown, who commenced in February 2022 for a period of 2 years.

The CEO is appointed by the Board under clause 7 of the Constitution. The CEO oversees the executive and operational management of IBN and reports to the Board. The CEO liaises with the Rep Corps, Appointing Committee, Elders Council and Members but does not take direction from
them.

Clause 5.1 of the Trust Deed sets out how we must administer the funds of the Trust. It requires that:

• 30% of net income be invested in secure long-term investments
• 30% of net income be spent on community development programs
• 15% of net income be spent on assisting business activities and employment and training
• 25% of net income be spent on other Objects of the Trust

Production payments are the monies received from BHP to IBN as per the terms of the Mining Area C Agreement. Production payments are received quarterly in arrears from BHP and the amounts received are subject to the Production Volumes, Iron Ore Price and the $ exchange rate.

The Strategic Plan is developed by the CEO and IBN Board. IBN has been undertaking consultations with the Rep Corps, Members and Elders to ensure that the Strategic Plan reflects the Communities aspirations. The strategy is the responsibility of the Board and IBN.

The legislation that IBN operates under is the Corporations Act 2001.

The Native Title Act 1993 (Cth) (NTA) states that once Prescribed Body corporate (PBCs) are established they must register under the Corporations (Aboriginal and Torres Strait Islander Act) 2006 (CATSI ACT). The CATSI Act guides how Aboriginal and Torres Strait Islander corporations are run.

The Rep Corps are incorporated under ORIC and administered under the CATSI Act. This means that there are some differences in how the functions of those Corporations are carried out.

IBN currently has over 1,700 Members.

The Board accepts Members based on the recommendation of the Rep Corps.

Details regarding the Membership process is available on the IBN website: – https://ibngroup.com.au/ If you are awaiting the status of your membership application, please contact your Rep Corp Chair.

IBN provides updates on our website: – https://ibngroup.com.au/ and by SMS to Members mobile phone numbers.

IBN also publishes the IBN Wangka Newsletter, which contains stories highlighting the IBN Community. The IBN Wangka can be viewed on the website.

Under clause 6 of the Trust Deed, IBN consults with the Community as to the activities of IBN. We do this each year to coincide with the Community Programs review. Consultation workshop or sessions occur between February and April.

IBN also holds the Annual General Meeting (for IBN Members) in November each year and Joints Boards Meeting each year. A Joints Boards Meeting is a meeting held where the Directors of IBN, MAC, BAC, MBAC and NAC are invited to attend.

The AGM is held in November of each year, in South Hedland.

Following the success and positive feedback from IBN’s recent Hybrid Meeting Model in 2020, 2021 and 2022, the Board will continue to make virtual and in person options available for attendance. A quorum at the AGM requires 50 adult beneficiaries to be present (in person or virtually).

Meeting allowances apply to AGMs, Rep Corp Meetings and Elders Council meetings, and are the monies payable to eligible Members for attending these meetings are in accordance with the Australian Taxation Office (ATO) rates and per IBN’s Group Travel Meeting Policy.

Allowances include Sitting Fees, Camping Allowance, Travel / Mileage Allowance and Meals and Incidentals Allowance, and are subject to eligibility.

$300 per Member for a half day meeting when registered attendance.

$600 per Member for a full day meeting when registered attendance. 

Travel

• A travel allowance is payable at the ATO standard rates per kilometer travelled to and from the Member’s registered address

Camping/Accommodation

• A camping allowance is applicable if the meeting is held in a location other than where the Member resides, per their registered address
• A camping allowance of $250/night for each Member who needs to travel further than two hours, based on their registered address, to attend a Meeting is available
• A two-day camping allowance applies to a one-day meeting, and three-day camping allowance applies to a two-day meeting

Meals and Incidentals

• A Meals and Incidentals Allowance is available at ATO standard rates
• A two-day meals and incidentals allowance is available to a one-day meeting, and three-day meals and incidentals allowance applies to a two-day meeting
• Payment of Meal allowances is not applicable where meals have been provided on the day/s of the meeting

IBN does not hold cash on meeting days. This is a safety and security issue. All payments are made within seven days by Electronic Bank Transfer, directly into the Members nominated bank account.

When administering the Community Programs, IBN staff do so fairly and with transparency. However, sometimes we may make a decision that you are not happy with.

Members who wish to dispute a Community Program decision can appeal or make a general complaint in writing. If you need help writing an appeal, contact us on 1800 014 401 or email applications@ibngroup.com.au

The Appeals and Complaints Process is available for viewing and downloading on the IBN website: – https://ibngroup.com.au/

To obtain a copy of IBN’s Constitution, Trust Deed or Mining Area C Agreement, please request in writing to PO Box 2390, South Hedland WA 6722, or email membership@ibngroup.com.au