Corporate Governance Manual December 2013 · Finance and Risk Management Committee 18 Internal Accounting Controls and Risk Management 18 Planning and Budgeting 18 Asset Maintenance

Corporate Governance Manual

December 2013

(Including UCV&T Constitution for UnitingCare Prahran Mission and Delegations)

UnitingCare Prahran Mission Corporate Governance Manual

Page 2 of 35

Contents

1. INTRODUCTION – GOVERNANCE FRAMEWORK 4

Governance Processes 4

Governance Policies 4

Results Policies 4

Governance Process Policies 4

Board / Chief Executive Officer Linkage Policies 4

Chief Executive Officer Limitation Policies 4

Linkage to Owners 4

Governance Philosophy 5

Ethics 5

2. THE ROLE OF THE BOARD 5

Board Structure 6

The Role of the Individual Board Members 6

The Role of the Chairperson 7

Role of the Deputy Chairperson 8

The Role of the Chief Executive Officer 8

Board Committees 9

Role of the Executive Committees Error! Bookmark not defined.

Election of Board Members and Vacancy 9

Removal of Board Members 9

Board Member Orientation and Development 10

3. CONFLICT OF INTEREST 10

4. BOARD MEETINGS 11

Meeting Frequency, Time, Place and Attendees 11

The Board Meeting Agenda 11

Agenda Items 11

Board Committees 12

Board Papers 12

Board Minutes 12

5. BOARD / CHIEF EXECUTIVE OFFICER RELATIONSHIP 12

Delegation of Authority 13

Advising the Chief Executive Officer 13

Communication and Support to the Board 14

Chief Executive Officer Evaluation 14

6. MONITORING 14

7. BOARD MEMBER PROTECTION 15

8. STRATEGY 15

9. POLICY 15

10. HUMAN RESOURCE MANAGEMENT POLICY 16


Page 3 of 35

Chief Executive Officer Appointment and Performance Review 16

Nomination 16

11. SUCCESSION PLANNING 17

12. FINANCIAL MANAGEMENT POLICY 17

Stewardship 17

Accounts 17

Annual Report 18

Auditors 18

Finance and Risk Management Committee 18

Internal Accounting Controls and Risk Management 18

Planning and Budgeting 18

Asset Maintenance and Protection 19

Investments 19

Borrowings 19

Grants / Gifts / Bequests 20

13. QUALITY MANAGEMENT AND COMPLIANCE 20

14. COMPLAINTS TO THE BOARD 20

15. PUBLIC RELATIONS 21

‘UnitingCare Prahran Mission’, the Name, Trademarks and / or logos 21

Media and Communications 21

16. REVENUE GENERATION 21

17. CHIEF EXECUTIVE OFFICER WORK INSTRUCTIONS 21

18. APPENDIXES 22


Page 4 of 35

1. Introduction – Governance Framework

Governance Processes

The role of the Board on behalf of the legal owners (The Uniting Church in Australia Synod of Victoria, its Presbyteries and Congregations) and its moral owners (the local communities) is to ensure UnitingCare Prahran Mission achieves its Mission and strategic goals and objectives and, in doing so, meets all the legal and moral responsibilities and requirements accompanying ‘best practice’ corporate governance.

Governance Policies

The Board fulfils its role by developing and monitoring governance policies that provide direction and boundaries for both its own and the Chief Executive Officer’s foundations. The Board will develop the following policies:

Results Policies

Describing the results the Board wants to be achieved. Results policies will be based around the strategic plan adopted by the Board and strategic planning review process conducted at Board Meetings.

Governance Process Policies

Describing the way the Board carries out the governing role.

Board / Chief Executive Officer Linkage Policies

These define the nature of the interrelationship between the Board and the Chief Executive Officer.

Chief Executive Officer Limitation Policies

This makes clear constraints or limits on the choice of operational means available to the Chief Executive Officer for the achievement of the results policies.

Linkage to Owners

The Board acts in trusteeship for UnitingCare Prahran Mission’s legal owners (The Uniting Church in Australia Synod of Victoria, its Presbyteries and Congregations) and its moral owners (the local communities), demonstrating this:

1. By gathering information about their concerns, needs and aspirations; 2. By remaining up to date in matters concerning their interests; and 3. By reporting to them on a regular basis on the performance of the organisation.


Page 5 of 35

Governance Philosophy

The Board will govern with an emphasis on:

1. Strategic leadership rather than administrative detail; 2. Encouragement of diversity of opinions and views; 3. Collective rather than individual decisions; 4. Future rather than present focus; 5. A clear distinction between Board and Chief Executive Officer roles; and 6. Pro activity rather than reactivity.

The Board will:

1. Cultivate a sense of group responsibility with a close attention to achieving a high level of governance excellence; and

2. Accept a collective responsibility for all aspects of Board performance including the fulfilment of official roles and the work of committees.

Ethics

The reputation and integrity of UnitingCare Prahran Mission will only be maintained if every member of the Board observes the highest standards of ethical behaviour when engaging in activities of UnitingCare Prahran Mission and in discharging their responsibilities as Board Members.

The Board will at all times seek to know and understand the laws which relate to its activities and will comply with the law.

The Board will act honestly and with integrity. The Board will not engage in misleading or deceptive conduct or falsify or wrongly withhold information.

2. The Role of the Board

The Board will be responsible for and have the authority to determine the policy and practices of UnitingCare Prahran Mission. It is the Board’s responsibility to oversee and ensure that all necessary management practices and operations are carried out to meet the objectives of the Board. Without limiting this general role, the principle functions and responsibilities of the Board include:

Setting the three year Strategic Plan;

Setting the short, medium and long terms goals of UnitingCare Prahran Mission;

Providing directions in the context of the strategic needs of UnitingCare Prahran Mission;

Determining the policies governing the operations of UnitingCare Prahran Mission;

Appointing and approving the terms and conditions of the appointment of the Chief Executive Officer;

Reviewing and providing feedback on the performance of the Chief Executive Officer;

Endorsing the terms and conditions of employees;

Establishing and determining the powers and functions of all committees of the Board;


Page 6 of 35

Approving major operating plans;

Approving the annual budget and long-term budgets;

Approving the annual capital expenditure budget; and

Reviewing annual progress and performance in meeting the objectives of UnitingCare Prahran Mission and its budget, and reporting on the outcome of such reviews.

The Board will carry out its activities through the Chief Executive Officer and delegate to the Chief Executive Officer and other Committees and Working Parties as is deemed appropriate specific powers and responsibilities.

Delegations to the Chief Executive Officer are contained in the Position Description of the Chief Executive Officer and will, from time to time, be reviewed and stated in a manual of delegations.

Board Structure

There will be a minimum of eight Board persons and no more than 13 members, of which at least one third will be members of the Church.

The Role of the Individual Board Members

Board Members have full responsibility for the overall successful operations of UnitingCare Prahran Mission, including:

Financial operations and solvency;

All matters as prescribed by law; and

The strategic direction of UnitingCare Prahran Mission.

In accordance with statutory requirements, and in keeping with developments at common law, Board Members will:

Discharge their duties in good faith and honesty, in the best interests of UnitingCare Prahran Mission, with the level of skill and care expected of a Board Member of UnitingCare Prahran Mission;

Owe a fiduciary duty to UnitingCare Prahran Mission;

Act with required care and diligence, demonstrating commercial reasonableness in their decisions;

Avoid conflicts of interest;

Act for the benefit of UnitingCare Prahran Mission, not for any particular interest, or any particular section of UnitingCare Prahran Mission;

Not make improper use of information gained through their position as a Board Member;

Not take improper advantage of the position of Board Member;

Not allow personal interests, or the interest of any associated person, to conflict with the interests of UnitingCare Prahran Mission;

Make reasonable enquires to ensure that UnitingCare Prahran Mission is operating efficiently, effectively and legally towards achieving its goals; and

Undertake diligent analysis of all proposals placed before the Board.


Page 7 of 35

Board Members decide what UnitingCare Prahran Mission matters are delegated to specific Board Members, committees, or management and what controls are in place to oversee the operation of these delegated powers.

Board Members have no individual authority to participate in the day to day management of UnitingCare Prahran Mission, including making any representations or agreements with member companies, suppliers, customers, employees or other parties unless such an authority is explicitly delegated by the Board through resolution to the Board Member either individually or as a member of a committee.

Board Members are expected to give their specific expertise generously to UnitingCare Prahran Mission.

Board Members will keep confidential, all Board discussions and deliberations.

Board Members are expected to be forthright in Board meetings and have a duty to question, request information, raise any issues, fully canvas all aspects of any issue confronting UnitingCare Prahran Mission and cast their vote on any resolution according to their own decision. However, outside the Boardroom, Board Members will support the letter and spirit of Board decisions in discussions with joint venture partners, suppliers, customers, staff and other parties.

Confidential information received by a Board Member in the course of the exercise of their duties remains the property of the UnitingCare Prahran Mission from which it was obtained. It is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by the person from whom the information is provided, or is required by law.

A Board Member should not engage in conduct likely to discredit UnitingCare Prahran Mission.

A Board Member has an obligation, at all times, to comply with the spirit, as well as the letter of the law and with the principles of this code.

Board Members will participate in the rostered activity of programmes delivered by UnitingCare Prahran Mission (Program Reviews).

Board Members shall, in good faith, conduct themselves in a manner which is consistent with generally accepted procedures for the conduct of meetings at all meetings of the Board.

The Role of the Chairperson

The Chairperson provides leadership to the Board, ensuring that the Board’s processes and actions are consistent with its policies. As appropriate the Chairperson represents the Board and the organisation to outside parties.

The Chairperson will chair Board Meetings.

The Chairperson, as for other Board Members, shall not be entitled to participate in the deliberations on any matter in which he/she has a personal interest.

In particular the Chairperson will:

Provide for the writing of the minutes of the Board meeting and edit the draft minutes to ensure that the minutes contain an accurate account of the meeting;

Be the major point of contact between the Board and the Chief Executive Officer;

Be kept fully informed of day-to-day happenings by the Chief Executive Officer on all matters which may be of interest to Board Members;

Regularly review with the Chief Executive Officer progress on important initiatives and significant issues facing UnitingCare Prahran Mission;

Ensure that adequate mentoring is in place for the Chief Executive Officer;


Page 8 of 35

Chair the Chief Executive Officer evaluation process;

Commence the annual process of Board evaluation.

Role of the Deputy Chairperson

The Deputy Chairperson will be appointed by the Board. The Deputy Chairperson will deputise for the Chairperson in the event of that position becoming vacant for whatever reason.

The Role of the Chief Executive Officer

The Chief Executive Officer provides operational and strategic leadership and is the key conduit between the Board and the organisation.

The Chief Executive Officer will be appointed by the Board.

The Chief Executive Officer will:

Ensure that the financial affairs of UnitingCare Prahran Mission are managed in accordance with accepted best practice;

Ensure that financial reports are presented to the Board in a timely manner; and

Fulfil all other duties and responsibilities described in the Chief Executive Officer’s Position Description.

The Chief Executive Officer is responsible for the ongoing management of UnitingCare Prahran Mission in accordance with the policies, strategic plan and programs approved by the Board to achieve the agreed goals.

The Chief Executive Officer’s responsibilities will include:

Developing, with the Board, a consensus for UnitingCare Prahran Mission’s vision and direction;

Constructing activities and work practices to implement this vision;

Developing the terms and condition of appointment of any personnel;

Appointing and terminating the appointment of any personnel;

Providing strong leadership to and effective management of UnitingCare Prahran Mission in order to:

o Encourage co-operation and teamwork; o Build and maintain staff morale at a high level; o Build and maintain a strong sense of staff identity with and a sense of allegiance to UnitingCare

Prahran Mission;

Signing agreements with third parties under Board delegations;

Ensuring a safe workplace for associates and staff;

Carrying out the day-to-day management of UnitingCare Prahran Mission;

Forming committees and/or working groups from time to time to assist in the orderly conduct and operation of UnitingCare Prahran Mission;

Keeping the Board informed, at an appropriate level, of all the activities of UnitingCare Prahran Mission; and

Fulfilling all other duties and responsibilities contained in the Chief Executive Officer Position Description.

The Chief Executive Officer is formally delegated by the Board to:

Authorise all expenditure as approved in the budget. However, details of capital expenditure outside of the those approved in the budget and once off, and / or abnormal items of operating expenditure must


Page 9 of 35

be approved by the Board, and all payments to the Chief Executive Officer, outside normal remuneration must be authorised by the Chairperson; and

Sign all contracts as formally approved by the Board.

Board Committees

The Board will establish committees only to support it in its own work, never to conflict with the Chief Executive Officer’s delegated responsibilities.

Committees will have Terms of Reference clearly defining their role, life span, procedures and functions, and the boundaries of their authority. The Terms of Reference will be reviewed annually.

A decision of a Board committee exercising delegated authority is a decision of the Board and should be treated accordingly.

Committees may co-opt outside members from time to time in order to bring additional skills, experience or networks.

Committees cannot exercise authority over the staff nor shall they delegate tasks to any staff unless the Chief Executive Officer has specifically agreed to such delegations.

Unless explicitly empowered by the Board, committees cannot make binding decisions or speak for the Board. For the most part, the role of committees is to make recommendations to the Board.

Board Committees will not mirror operational divisions, departments or staff functions.

There may be occasions when, at the Chief Executive Officer’s request when due to a shortfall in operational resources or skills, Board Members are invited to assist the Chief Executive Officer with elements of his or her delegated responsibilities. When this is the case:

1. The Chief Executive Officer will determine the composition, frequency of meetings, purpose and goals and will generally manage the committee;

2. The Chief Executive Officer, not any Board Member, will report to the Board as appropriate; and 3. The Chief Executive Officer is responsible and accountable for the performance of the committee.

There will be two standing committees, an Executive Committee and an Audit, Finance and Risk Committee. The nominated Chair of the Audit, Finance and Risk Committee reports directly to the Board and the Chairperson, acting as Chair of the Executive Committee reports to the Board for the Executive Committee.

Election of Board Members and Vacancy

The Board shall be appointed by the Commission for Mission on the nomination of UnitingCare Victoria and Tasmania. The Board or the Council of the Church associated with the agency may suggest to UnitingCare Victoria and Tasmania the names of persons considered suitable for appointment.

Removal of Board Members

A person shall cease to be a member of the Board if the person:

1. Dies; or 2. Resigns in writing and the resignation is received by the Board; or 3. The Commission for Mission, upon recommendation of UnitingCare Victoria and Tasmania make a

declaration to this effect, having considered the conditions outlined in the UnitingCare Prahran Mission constitution.


Page 10 of 35

If a casual vacancy occurs in the membership of the Board, the Board may suggest names of people suitable for appointment. The appointee will hold office for the remainder of the term of the member replaced.

Board Member Orientation and Development

The new Board member should have access to all relevant information, including but not limited to:

A list of all Board members and senior staff with all contact information;

A schedule of meetings that need to be attended;

Details of the Committees and the role they play (this could include copies of the Board or committee charters);

Minutes of previous recent Board meetings;

Documents that will give the new member an overview of the organisation(philosophy, history, constitution, mission statement, long term plans and policies);

The organisation chart;

A copy of the legislation under which the organisation is created;

Reports detailing the organisation’s financial situation (for example annual financial statements for the last three years);

The most recent annual report;

Copies of internal audit reports;

The strategic plan or current year business plan including budget;

The organisation’s risk profile;

The Chief Executive Officer’s position description; and

Any other information relating to the organisation.

In order to ensure that every person is equipped with the skills necessary to be able to perform their role at the highest level of performance, the Organisation aims to provide opportunities for training, development and education for all staff and Board.

Board members will be offered development opportunities to:

Ensure that an appropriate level of knowledge in all relevant matters is maintained; and

To address any identifiable weakness or need, relative to any individual Board Member or the Board as a whole, subject to approval by the Chairperson.

Review of development needs will be considered during the annual Board performance Review process.

It is recognised that a nominated Board member will not technically hold this office until approval is received from the Uniting Church in Australia Synod of Victoria. During this period a nominated Board Member may act in the role of an observer, which entitles the Board Member to attend Board meetings to observe the processes of Board deliberation and decision making. The Observer shall not take part in these deliberations and is subject to these Governance arrangements should they request to be an Observer.

3. Conflict of Interest

Board Members must disclose to the Board actual or potential conflicts of interest which may exist or might reasonably be thought to exist between the interests of the Board Member, UnitingCare Prahran Mission and/or any other person, in carrying out the activities of UnitingCare Prahran Mission.

At the commencement of each Board meeting, the Chairperson shall ask if any potential or known conflicts of interest are known. If such conflicts exist, they shall be declared and minuted. The Chairperson shall have


Page 11 of 35

absolute discretion in the determination of the appropriate course of action to be taken as a result of a conflict of interest being recorded.

If a Board Member cannot or is unwilling to remove a conflict of interest as required then they must absent themselves from the room when the Board is discussing matters about which the conflict relates. This entry and exit should be minuted.

Board Members will indicate to the Chairperson any potential conflict of interest situation as soon as it arises.

The same requirement will exist for related party transactions. Related party transactions include any financial transaction with a Board Member, an entity related to a Board Member or the spouse or sibling of a Board Member (either as a Board Member or shareholder of that entity). Related party transactions will be reported at the next Board meeting after they arise and be minuted.

These requirements will also apply to the Chief Executive Officer, who will also maintain a Register of Related Party Transactions.

4. Board Meetings

Meeting Frequency, Time, Place and Attendees

Unless otherwise constituted, the Board will meet a minimum of six times per annum. Alternatively, a Board meeting can be convened when:

The Board or Chairperson may determine and/or;

Three Board Members request the Chairperson to convene a meeting;

In situations of meetings called outside normal meeting dates, a minimum of seven days notice must be given; and

Attendees will comprise all Board members including the Chief Executive Officer, staff scheduled to give presentations to the Board and other parties the Board may determine, for advice on decisions to be taken by the Board.

The Board Meeting Agenda

An agenda will be prepared for each Board and committee meeting. The Board Meeting Agenda will generally follow the format outlined below. Only items submitted for inclusion on the Agenda shall be discussed at Board meetings.

Agenda Items

This will include but also take in additional items as requested.

1. Program Presentation; 2. Present / Apologies; 3. Declaration of any conflict of interest; 4. Minutes of previous meeting;

Confirmation of previous minutes; Business arising;

5. Minutes of Committee meetings; 6. Review of the Strategic Plan; 7. Review of Strategic Policies;


Page 12 of 35

8. CEO Report; 9. Executive Reports; 10. CFO Report; 11. General Business.

Board Committees

The Audit, Finance and Risk Committee meets and reports in accordance with its Terms of Reference.

The Remuneration and Nomination Committee meets and reports in accordance with its Terms of Reference.

Board Papers

The Chief Executive Officer is responsible for the preparation and circulation of the Board papers;

All Board papers will be circulated to Board Members seven days prior to the scheduled Board meeting; and

At a minimum, Board papers must contain:

Agenda;

Minutes of the previous meeting;

Actions from previous meetings;

CEO Report; and

CFO and Financial Reports.

Board Minutes

Minutes will contain a brief review of the discussion plus the official resolution adopted by Board Members.

All decisions will be recorded and reached by consensus. Should consensus not be reached there is the ability to move a resolution and a vote to be taken.

Board Members who dissent can ask to have their decision noted in the minutes.

Action items are recorded and a register of outstanding items is maintained as part of the ongoing Board papers.

Once the minutes have been adopted by the Board as the second item of business they cannot be amended.

A complete set of Board papers will be maintained at the office of UnitingCare Prahran Mission.

It is recommended that each Board Member also maintains a complete set of Board papers.

5. Board / Chief Executive Officer Relationship

The Board’s linkage to the organisation is through the Chief Executive Officer. Only decisions of the Board are binding on the Chief Executive Officer. Accordingly:

Decisions or instructions of individual Board Members, officers or committees are not binding on the Chief Executive Officer unless the Board has specifically delegated such authority;


Page 13 of 35

Recognising the right of individual Board Members to access information relevant to their governance responsibilities, the Chief Executive Officer can defer requests that, in the Chief Executive Officer’s opinion, require a material amount of staff time or funds, or are disruptive. The Chief Executive Officer will immediately notify the Chairperson of the use of this provision; and

If the individual Board Member requests access to information relevant to their governance responsibilities, the Chief Executive Officer will ensure that this information is provided to all other Board Members at the same time.

The Chief Executive Officer shall not cause or allow any practice, activity, organisational circumstance, or decision which is unlawful, imprudent or which contravenes any organisation specific or commonly held business or professional ethic.

The Chief Executive Officer shall not undertake, approve or in any way support any action or that is directly or indirectly demeaning or derogatory or in any way damaging to UnitingCare Prahran Mission.

Delegation of Authority

The Board delegates to the Chief Executive Officer responsibility for implementation of its results policies while complying with the boundaries and constraints imposed on the Chief Executive Officer by approved governance policies.

The following must be referred to the Board for approval:

Annual Budget (including detailed background papers);

Any proposed major change to one of the nine Strategic Policies;

Any proposed change in strategic direction;

Any new initiative not included in the budget;

Any recommendation in consultation with the Uniting Church Property Trust relating to property;

In urgent situations the Chief Executive Officer can obtain the approval of the Chairperson and / or a Board committee. Such approval will be reported to the next Board meeting for ratification;

Bad debts written off; and

On all other matters, the Chief Executive Officer is delegated the authority to act on behalf of the Board, and may further delegate to other staff as appropriate.

UnitingCare Prahran Mission must provide a Governance Report to the Uniting Church on a quarterly basis which includes:

Financial reports;

Any potential legal action against UnitingCare Prahran Mission;

All insurance matters; and

Any non-financial claim against UnitingCare Prahran Mission.

Advising the Chief Executive Officer

It is recognised that a key component of Board Member’s duties is providing a sounding board for the Chief Executive Officer.

In recognition that the Chief Executive Officer/Board relationship is critical to effective corporate governance, Board Members of UnitingCare Prahran Mission should provide frank and honest advice to the Chief Executive Officer.


Page 14 of 35

Similarly, all advice should be constructive in nature and provided in a positive manner. Where appropriate, Board Members should recommend possible alternative advisers if they do not feel adequately trained to assist.

Communication and Support to the Board

The Chief Executive Officer shall keep the Board informed or supported in its work. Accordingly the Chief Executive Officer shall:

1. Advise of external appointments outside the organisation; 2. Keep informed of any changes in the organisation’s Risk profile; 3. Provide required information in a timely, accurate and understandable fashion, addressing the various

issues to be monitored by the Board, including: Financial reports that make clear significant trends; and Data relevant to agreed benchmarks and Board agreed measures;

4. Further Board financial data as determined by the Board from time to time; 5. Inform the Board of significant external environmental trends, achievements of, or progress towards the

achievement of the Board’s results policies or changes in the basic assumptions upon which the Board’s policies are based;

6. Inform Board Members when, for any reason, there is actual or anticipated non-compliance with a Board policy;

7. Inform the Board of any serious legal conflict or dispute or potential serious legal conflict or dispute that has arisen or might arise in relation to matters affecting UnitingCare Prahran Mission;

8. Inform the Board of such occasions when it violates its policies, particularly if this affects the Chief Executive Officer’s ability to carry out his or her responsibilities; and

9. Deal with the Board as a whole, except when working to individual requests for information or requests from Board Committees.

Chief Executive Officer Evaluation

Chief Executive Officer evaluation is undertaken on an annual basis by the Chairperson and reviewed by the Remuneration and Nomination Committee.

6. Monitoring

In order to measure UnitingCare Prahran Mission performance, the Board will monitor the outcomes and progress against the strategic plan as indicated in the Board’s results and strategic policies.

The Board will attend to regular compliance monitoring and other items as expeditiously as possible.

The Board shall review all aspects of its operation for changes to the risk profile on an annual basis. Aspects of this review can be delegated to the Chief Executive Officer or appropriate committee.


Page 15 of 35

7. Board Member Protection

Board Members will adhere to the following protocol when seeking information:

Approach the Chief Executive Officer;

If this is unsuccessful, discuss the issue with the Chairperson; and

If a resolution is still not forthcoming, write a letter to all Board members and the Chief Executive Officer detailing the information required, and asking for the matter to be listed and discussed at the next Board meeting.

The Chief Executive Officer will hold a complete set of Board papers available for Board Members for a period of at least seven years. Board Members are entitled to access these papers on request.

All documentation containing or seeking legal advice will clearly state that the legal advice is sought both in relation to UnitingCare Prahran Mission and to the Board Members in their personal capacity.

UnitingCare Prahran Mission will maintain each Board Member’s and Officer’s insurance for seven years from the date at which they cease to be a Board Member.

8. Strategy

The Board is to play a leadership role in the formulation of organisational strategy. This includes:

1. The development, formulation and sign off of a three year Strategic Plan; and 2. The ongoing strategic process that ensures the Strategic Plan is adapted to major emerging trends or

changes in the environment or operating conditions.

These two processes will ensure actions are clearly identified and the responsibility for these actions and outcomes are also clearly identified. The strategic process is the key process through which the Board communicates strategic aims and objectives and ensures actions are completed to achieve the organisations strategic goals.

9. Policy

UnitingCare Prahran Mission has in place a Policy and Procedure Framework which is aligned to the policies and procedures of the Uniting Church Property Trust. This structure cascades down from strategic policies, to operational policies and procedures and work manuals. These are organised into the following nine functional areas:

1.0 Rights and Responsibilities 2.0 Standards of Care 3.0 Community Partnerships and Reputation 4.0 Leadership and Planning 5.0 Human Resource Management 6.0 Information and Knowledge Management 7.0 Risk and Compliance 8.0 Financial and Asset Management 9.0 Physical Resources


Page 16 of 35

For each functional area there is one strategic policy which the Board is responsible for the signing of. It is the role of Executives to then translate each strategic policy into a number of operational policies and procedures, and the role of program staff to translate these into work manuals.

The Board will review and update each strategic policy on a annually rotating basis.

10. Human Resource Management Policy

Remuneration and Nomination Committee

The Remuneration and Nomination Committee has been established by the Board Members to assist the Board to ensure the integrity of:

Recruitment, Selection and Appointment, and performance and remuneration of the Chief Executive Officer;

The Remuneration policy for senior staff; and

Recruitment, Selection and Appointment of Board Members.

The Terms of Reference for the Remuneration and Nomination Committee outline the details of the committee’s role.

Chief Executive Officer Appointment and Performance Review

With respect to the appointment and ongoing performance review of the Chief Executive Officer, the Remuneration and Nomination Committee on behalf of the Board has the power to do any of the following:

To establish and review selection policies and practices for the appointment of the Chief Executive Officer;

To establish and maintain a comprehensive position description for the Chief Executive Officer;

To prepare and maintain an appropriate performance review process for the Chief Executive Officer. This will include, inter alia, establishing key performance indicators and establishing processes to assess performance in accordance with these Key Performance Indicators, which may include mentoring and training; and

To ensure that appropriate follow up action is taken.

In the event that the Chief Executive Officer cannot perform his / her role, for whatever reason, the Board must endorse the acting Chief Executive Officer role and responsibilities.

Nomination

With respect to the nomination process for Board Members of UnitingCare Prahran Mission, the Board must:

Establish, maintain and conduct an appropriate nomination process for the appointment of Board Members (as detailed in this Governance Manual);

Establish and maintain an understanding of the skills matrix required on the Board;

Based on criteria and strategic objectives established at the time, recruit suitable candidates to fill Board vacancies as they arise; and

Establish, maintain and conduct an appropriate performance appraisal process to assess the performance of Board members either individually or for the Board as a whole.


Page 17 of 35

11. Succession Planning

The inability to complete delegated or implied responsibilities for whatever reason of key members of UnitingCare Prahran Mission is a substantial risk to the organisation. Accordingly, succession planning is a critical function and responsibility of the Board. With respect to the succession planning for UnitingCare Prahran Mission, the Board has the responsibility for the development and maintenance of a succession plan for the following persons:

Board Members;

The Chairperson;

Committee Chairs; and

The Chief Executive Officer.

In addition, the Board will ensure a contingency plan is prepared in the event of a major emergency situation occurring.

12. Financial Management Policy

Stewardship

The Chief Executive Officer monitors any threats or development of financial harm, imprudent financial actions or decisions, or material deviation of expenditures from Board priorities and report it to the Board. Accordingly the Chief Executive Officer will:

1. Ensure that organisational funds, contracts or accept other liabilities, other than for the furtherance of Board-approved purposes and priorities;

2. Only allocate funds previously received in the financial year unless offset by approved borrowings or approved withdrawals from reserves;

3. Not allow undisputed invoices from suppliers of goods and services to UnitingCare Prahran Mission to remain unpaid beyond trade credit terms agreed with those suppliers;

4. Pay staff in accordance with their employment contracts; 5. Ensure all tax payments or other government payments or returns are not overdue or inaccurately filed; 6. Ensure adherence to Australian Accounting Standards; 7. Only acquire, encumber or dispose of real property with the approval of the Board; 8. Ensure that there are limitations on expenditure and adequate controls on the use of credit or other

purchase cards by card holding staff; or 9. Assertively pursue overdue receivables.

Accounts

The Board shall ensure that proper accounting and other records are kept and shall distribute, as appropriate, all relevant profit and loss accounts and balance sheets as required by law. Such accounts shall be independently audited.

The books of account shall be kept at the registered office of UnitingCare Prahran Mission and shall be available at all times to the Board Members and other parties legally entitled to have access to such records.


Page 18 of 35

Annual Report

The Board shall ensure that an annual report is prepared on a timely basis and is made available to all interested parties.

This report shall include a review of the year’s activities as well as the necessary statutory information, including audited financial accounts.

Auditors

The Board shall engage a suitably qualified auditor to independently provide assurance that the accounts provide a true and fair view.

Audit, Finance and Risk Committee

The Audit, Finance and Risk Committee has been established by the Board members to assist the Board to ensure the integrity of the accounts and financial statements, to monitor the internal and external audit functions and to maintain internal accounting controls and appropriate risk management systems. The Audit, Finance and Risk Committee Terms of Reference contains further details of the Committee’s role, responsibilities and operations.

Internal Accounting Controls and Risk Management

With respect to internal accounting controls and risk management, the Board has the power to do any of the following and to make relevant investigations and recommendations:

To identify all material risks relevant to the affairs of UnitingCare Prahran Mission;

To establish and review UnitingCare Prahran Mission’s internal accounting controls and policies with respect to risk oversight and management; and

To assess, monitor and manage UnitingCare Prahran Mission’s implementation of the internal accounting controls and policies with respect to risk oversight and management.

Planning and Budgeting

Budgeting for any financial year or the part of any financial year shall be designed to ensure the achievement of Board determined results. Accordingly, the Chief Executive Officer will develop a budget that:

1. Contains appropriate information to enable: Credible projection of revenues and expenses; Separation of capital and operational items; Projection of cash flows; and Disclosure of planning assumptions;

2. Minimises financial risk beyond Board determined parameters; 3. Incorporates / accommodates medium to long term financial plans and long term business direction; 4. Is designed to achieve an operating position (either surplus or deficit) materially endorsed by the Board; 5. Result in Board determined financial results or ratios being achieved; 6. Provides for current and future capital requirements; 7. Provides for the Board’s development; 8. Plans for Board determined spread of revenue sources; 9. Provides for transparency or that disguises any audit trail; and


Page 19 of 35

10. Demonstrates responsible management of the organisation’s assets.

The budget must be adopted by the Board prior to the commencement of the financial year.

Asset Maintenance and Protection

The Chief Executive Officer shall not allow UnitingCare Prahran Mission’s assets to be unprotected, inadequately maintained or unnecessarily risked. Therefore the Chief Executive Officer shall not:

1. Permit any unauthorised person to handle cash; 2. Process the receipt or disbursement of funds outside of controls acceptable to the duly appointed

auditor; 3. Deposit funds in non Board approved institutions; 4. Allow the assets to be insured for less than is considered necessary for prudent risk management; 5. Make any purchase of goods or services without protection against conflict of interest; 6. Allow employees to drive UnitingCare Prahran Mission’s or rental vehicles if they do not hold a current

driver’s licence in the appropriate category or if their driving record causes the vehicle insurance to be restricted or be cancelled;

7. Allow plant and equipment to be subjected to unauthorised or improper use, wear and tear or insufficient maintenance;

8. Fail to protect intellectual property, information, and files from loss, improper use, improper purposes, or significant damages;

9. Fail to ensure that there are appropriate and effective security systems in place to adequately safeguarded against loss, common damage or theft from staff, customer and organisation property;

10. Fail to maintain an appropriate asset register; 11. Fail to ensure that the premises meet appropriate local and / or government standards and / or other

statutory or minimum code requirements; and 12. Fail to maintain a current assessment and evaluation of the risk factors that could conceivably disrupt

UnitingCare Prahran Mission’s effective and efficient operation and ensure that there are plans and systems that, in the event of disruptive events, will allow continuity of business.

UnitingCare Prahran Mission has beneficial use of the assets owned by the property trust of the Uniting Church. The assets will be maintained and used in accordance with the instructions issued from time to time by the trust.

Investments

The Board has overarching responsibility for the prudent management of UnitingCare Prahran Mission’s investments. The Board shall ensure UnitingCare Prahran Mission’s investment assets are invested in a manner that is prudent, protects UnitingCare Prahran Mission’s financial security and is consistent with agreed upon strategy. The Board will only invest in Uniting Church approved institutions and funds.

The Chief Executive Officer will provide reports and information as deemed necessary or requested by the Board to assist the Board in making investment decisions. As part of the Chief Executive Officer’s responsibilities, the Chief Executive Officer shall not fail to maintain sufficient liquidity to meet short to medium term financial commitments.

Borrowings

Board approval shall be needed for any borrowing other than trade finance incurred in the normal course of UnitingCare Prahran Mission’s business.


Page 20 of 35

13. Quality Management and Compliance

UnitingCare Prahran Mission has established a commitment to the management of the quality of the services it delivers to the community and other customers. The Board has an overarching responsibility to ensure compliance with the quality objectives of UnitingCare Prahran Mission. This responsibility includes:

Ensuring appropriate accreditations are maintained and compliance with appropriate standards are adhered to;

A commitment to customers, the community and stakeholders includes: Addressing issues raised by customers and stakeholders so that complaints and concerns are quickly

and adequately addressed; To ensure continual improvement in service delivery to customers, the community and other

stakeholders; Complying with all relevant legislation, regulations, standards and codes of practice that are applicable

to UnitingCare Prahran Mission; and Ensure consultation with all staff members, customers and other interested parties.

All matters of non compliance must be reported to the Board.

14. Complaints to the Board

Complaints received directly to the Board will be delegated to the Chief Executive Officer for action unless that complaint is in relation to the Chief Executive Officer.

Should an internal complaint be received by the Board in relation to the Chief Executive Officer, the matter will be dealt with by the Remuneration and Nomination Committee who shall make recommendations to the Board as to appropriate course(s) of action.

Should the Chief Executive Officer have a complaint about a member of staff, this matter will be taken to the Board for action. Complaints about external matters shall be directed to the Board who shall make appropriate recommendations.


Page 21 of 35

15. Public Relations

‘UnitingCare Prahran Mission’, the Name, Trademarks and / or logos

Any intellectual property, including the UnitingCare Prahran Mission encapsulation, name, trademarks, logo or other branded materials must not be used in any way for awareness or fundraising without the prior consent of the Chief Executive Officer.

The UnitingCare Prahran Mission name or logo must not be used on any commercial merchandise unless explicitly negotiated and written approval is granted by the Chief Executive Officer.

Media and Communications

In relation to third party events:

UnitingCare Prahran Mission reserves the right to approve any media release, artwork, description of an event or activity and wording before it is published / distributed; and

Any communication by the Third Party to the public made in the course of carrying out the activity shall be truthful and non-deceptive.

Only the Chairperson or the Chief Executive Officer are authorised to make public statements in relation to any matter relating with the business of UnitingCare Prahran Mission.

16. Revenue Generation

UnitingCare Prahran Mission strives to be self reliant through undertaking revenue generation activities from sources other than Government. The sources of revenue will be consistent with the values of the UnitingCare Prahran Mission and agreed annual budget. In addition, UnitingCare Prahran Mission is committed to revenue generation from sources consistent with the values and instructions of the Uniting Church.

17. Chief Executive Officer Work Instructions

The Chief Executive Officer may from time to time issue operational work instructions. Such guidelines are issued for:

Situations that are not considered important enough for the Board to adopt policy;

Where the procedure may be subject to regular change;

Where there needs to be urgent decisions; and

Where the issues addressed are operational in nature or where consistency is desirable but not essential.

Operational work instructions may be issued:

In addition to policies adopted by the Board. In this context they should read in addition to the policy and subservient to the policy;

Procedures may also be issued on subjects for which there is no existing policy; and

Procedures may be issued for where there is a need for clear guidelines until a policy can be developed and considered and adopted by the Board.


Page 22 of 35

18. Appendixes

UnitingCare Victoria and Tasmania – Instrument of Delegation for Community Service Agencies

UnitingCare Prahran Mission Constitution