Adopted 14 December 2021 (d) (i) exercise the Forum’s powers and discharge their duties with the degree of care and diligence that a reasonable individual would exercise if they were a director; (ii) act in good faith in the best interests of the Forum, to further the purposes of the Forum; (iii) not misuse the position of Forum councillor or committee member; (iv) not misuse information obtained in the performance of their duties as a Forum councillor or committee member; (v) disclose perceived or actual material conflicts of interest including any related party transactions (in accordance with this Charter); (vi) ensure the financial affairs of the Forum are managed in a responsible manner; and (vii) not allow the Forum to operate while insolvent. The members of the Governance Committee shall participate in any induction or orientation programmes on appointment, and any continuing education or training arranged for them. 5 Delegated responsibilities of the Governance Committee 5.1 Key responsibilities (a) The Governance Committee may exercise such powers of the Forum councillors that are delegated to it under this Charter. (b) The delegated functions of the Governance Committee are to: (i) (A) (B) (C) (D) (E) (F) review, consider and make recommendations to the Forum in relation to: Strategic planning; The Directors and Auditor’s reports; Proposed Constitutional changes, if any; Changes to the Rules of Procedure, if any; The admission of new members or changes to the status of existing members; ACJ references; (ii) Review reports of standing committees and advisory committees as established by the Forum councillors from time to time. (iii) Consider quick responses to assist NHRIs at risk in times of crisis or concern and develop a protocol for such responses; (iv) Supervise the activities of the APF secretariat in implementing the Strategic Plan and Annual Operation Plans; (v) Oversight of operations: (A) (B) (C) Review organisational performance activities and finance; Monitor financial performance against the approved annual budget and ensure accurate and timely financial reports of the Forum are produced; Consider and address such other matters as the chairperson or Forum councillors place on the agenda; 2