In fulfilling its obligations to its various stakeholders, the Board of Anglicare WA is a strong advocate of best practice in corporate governance. In 2018 the Constitution of Anglicare WA was amended to comply with the changes to the Association Incorporation Act. Policy Governance Manual for Directors is in place which includes a CEO Limitations Policy and a Board/Executive Linkages Policy to clearly define the role of the Board and the CEO.
Principles of Corporate Governance
The Board of Directors holds responsibility for the governance of Anglicare WA. The Board will govern with:
- an emphasis on outward vision rather than an internal preoccupation;
- encouragement of diversity in viewpoints;
- strategic leadership more than administrative detail;
- collective rather than individual decision making; and
- a proactive rather than a reactive approach.
In particular, the Board will be responsible for:
- Setting the strategic direction of Anglicare WA, establishing goals for management and monitoring the achievement of these goals;
- Appointing and reviewing the performance of the CEO;
- Adopting an annual budget and operational plan at the commencement of each financial year and monitoring progress on a regular basis against the budget of both financial and non-financial key indicators;
- Monitoring and overseeing the financial position of Anglicare WA;
- Overseeing Anglicare WA’s risk management plan;
- Appointing an Auditor to audit the financial affairs of Anglicare WA; and
- Ensuring that policies and compliance systems are in place and that Anglicare WA, Board and staff act legally, ethically and responsibly on all matters.
Role of the Board in Relation to the CEO
The Board's role in relation to the CEO is as follows:
- Recruitment and Selection
- Performance Management
- Succession Planning
Remuneration, review and performance management are undertaken in accordance with the Governance Policy with an appropriately established “Annual Performance Effectiveness Review (CEO)”. This process is led by the Chairman and reports to the Board via the Nominations and Remunerations Committee.
Any of the authority of the Board that is delegated to staff is delegated through the CEO. Only decisions of the Board acting as a body are binding on the CEO. Decisions or instructions of individual Board members, officers, committees, task forces or working parties are not binding on the CEO except in rare circumstances when the Board has specifically authorised such exercise of authority.
The Composition of the Board
In view of the diverse nature of the program areas of Anglicare WA, it is appropriate to have a Board with a diversity of skills and backgrounds.
The Board has developed a skills matrix to monitor and ensure that the Board has the skills and experience within its membership to enable it to fulfil its responsibilities and duties. The Board normally meets monthly and (by its Constitution) consists of 10 members. These 10 members are appointed by the Perth Diocesan Council, the Perth Diocesan Trustees, Anglican Care Inc, the Diocese of Bunbury, the Diocese of North West Australia and the Association. The CEO attends all Board meetings.
The Board has a Policy on Gender Balance which states that the Board will comprise no more than 60% of one gender and that it will seek to achieve and maintain a balance of men and women on the Board over time.
The Board has committees to support its work.
- Audit and Risk Committee;
- Nominations and Remuneration Committee;
- Service Quality Committee
Minutes and resolutions of all Committees are tabled at Board meetings for information and deliberation.
Board Member Education and Code of Conduct
On each occasion, a new Director appointed to the Board receives a copy of the Governance Manual for Directors and Induction Package. A new Director will also undertake the Board’s Induction Program within one month of appointment.
All Board Members must adhere to the Code of Conduct in the Governance Manual. The Board commits itself and its members to ethical, businesslike and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members. The code of conduct includes a conflict of interest process.
Performance of the Board
The Board shall undertake an annual performance evaluation of itself that:
- Assesses the performance of the Board in meeting the requirements of the Policy Governance Manual and in meeting predetermined goals and objectives;
- Identifies particular goals and objectives of the Board for the next year; and
- Identifies any necessary or desirable improvements to the Board, Sub-Committees, Task Forces or Reference Groups Terms of Reference.
Role of the CEO
The CEO is accountable to the Board of Directors (not to Officers of the Board or to Board Committees or to Board members as individuals) for the organisations:
- Achievement of Ends policies (such as the Constitution, Anglicare WA’s Strategic Plan and Annual Business Plans); and
- Non-violation of Executive Limitations policies (such as the Corporate Governance Statement, ie the CEO leads the staff).
All staff ultimately report to the CEO. The role of Senior Management is to manage the business. Leadership is not the same as management. Senior Management develops strategies and initiatives, solves problems and pays attention to detail, under the CEO’s leadership. The CEO both leads and manages. The CEO works with the Board to develop strategy and direction, providing the bridge between management and the Board.
In particular, the CEO will:
- work with the Board in developing plans and policies to guide the operation of the Entity and Anglicare WA’s activities;
- manage all aspects of the Entity and Anglicare WA’s activities under the Governance of the Board;
- represent Anglicare WA in dealing with all key stakeholders;
- appoint and manage staff;
- manage the Anglicare WA capital and financial resources within guidelines and delegations set by the Board; and
- ensure that Directors are fully informed of initiatives, trends, and program performance via reporting to the Board.
The full Governance Framework includes the Constitution and the Policy Governance Manual and is part of the Induction for each Director.