9. FUNCTIONS AND POWERS OF THE BOARD

9.2 The Board shall, in addition to the general power of management conferred on it under clause 9.1, have the following specific powers:

(a) Performance
(i) to determine and review Centre policy on all matters relating to the Objectives and Activities;

(ii) to determine or modify the Performance Indicators;

(iii) to use its best endeavours to ensure that the Centre and its Activities are carried on in accordance with the provisions of this Agreement and that the Objectives are achieved in accordance with the Performance Indicators;

(iv) to review and amend the strategies to be employed in achieving the Objectives and Activities in accordance with this Agreement;

(v) to give directions and instructions to the Director, the Deputy Director and such other persons acting within the Centre as it deems fit;

(vi) to approve, at least annually, the changes to the Parties' Contributions in Schedule A;

(vii) to oversee and review the commitment of the Parties to the Centre;

(viii) to determine and implement procedures for the protection of and use by the Parties and third parties of Background Intellectual Property and Centre Intellectual Property;

(ix) to determine the strategy and process of Commercialisation of Centre Intellectual Property, and to assess its success having regard to the individual requirements of commercialisation and to determine the distribution of any royalties and licence fees derived from such Commercialisation; and

(x) to determine the Centre's research and education strategies;

(b) Staffing
(i) to appoint, remove and determine the functions of the Director in accordance with clause 10 and to recommend to the Party employing the Director that that Party consult with the other Parties concerning the Director's terms and conditions;

(ii) to appoint, remove and determine the functions of the Deputy Director, the Program Leaders and the Centre Agent in accordance with this Agreement;

(iii) to appoint, remove and determine the role of such personnel and committees as from time to time may be required; and

(iv) to approve the secondment of personnel as required; and

(v) to determine in consultation with the Director which Party shall employ persons not currently employed by one of the Parties;

(c) Finance
(i) to set budgetary priorities;

(ii) to receive and approve the Annual Reports;

(iii) to receive and approve Annual Budgets;

(iv) to establish protocols for the calculation and the value of a Party's in kind (non-cash) Contributions and to determine, following such protocols, the value of in kind (non-cash) and cash Contributions;

(v) to approve any variation in the amount of the Parties' Contributions;

(vi) to authorise all expenditure on behalf of the Centre; and

(vii) to appoint accountants to the Centre and to cause the Centre to be audited annually (whether in its own right or as part of the audits of NPWS and CSIRO);

(d) General
(i) to approve and terminate the Programs and to receive and consider reports from the Director concerning the performance of the Activities;

(ii) to promote co-operation between the Parties;

(iii) to determine issues of membership;

(iv) to delegate such powers of the Board to such persons as determined by the Board;

(v) to amend the Schedules, provided that any Party who is thereby required to make additional Contributions or whose Background Intellectual Property or Centre Intellectual Property may be affected has agreed to such amendment; and

(vi) to carry out such other functions as are ascribed to it under this Agreement or that the Parties may request it to undertake for the purposes of the Centre.

9.4 Each Party acknowledges that its chosen representative is to be accountable to the Party by whom he or she is chosen with respect to that Party's performance in the Centre.

9.5 The authority of the Board will not extend to the following matters, the authority over which is retained by the Parties:

(a) the acquisition or disposal of any interest in land;

(b) external borrowing of funds whether secured or unsecured;

(c) the entry into any lease or hire of capital equipment; and

(d) career aspects (promotion, salary and other related matters) of staff of a Party, unless otherwise agreed.

9.7 In exercising its powers and functions under this clause the Board shall have regard to any relevant policy of the Parties as notified to the Board by each Party's representative(s) on the Board.

9.8 A decision of the Board shall be binding on the Parties unless the decision is inconsistent with this Agreement, is expressly reserved to the Parties or any one of them under this Agreement or is one which requires any of the Parties to do or execute any act, document or thing which is ultra vires or conflicts with the internal procedures of that Party.