Board of Management Charter

Board of Management Charter

Table of contents 1 Responsibilities of the Board... 2 2 Relationship between Board and Management... 2 3 The President... 3 4 Composition of the Board... 3 5 Performance... 4 6 Board Committees... 4 7 Meetings... 5 8 Publication of the Board Charter and Committee Terms of Reference... 5 9 Review of the Board Charter... 5 1

Charter for Board of Management The Epworth Foundation Act governs the Constitution of Epworth Foundation and the proceedings of the Board of Management. Subject to section 10, meetings of the Board shall be held at such times and places as the Board determines or the President directs. This Charter has been developed to summarise and augment the relevant sections of the Act and to provide a clear statement of the roles, responsibilities, processes and operations of the Board, for the benefit of both the Board and Management, and to ensure the practices of the Board are consistent with, and reflect the Board s commitment to, best practice in corporate and clinical governance. 1. Responsibilities of the Board The powers of the Board of Management are set out in section 13 of the Epworth Foundation Act but the functions of the Board are not prescribed. Members of the Board must act in the best interests of Epworth Foundation, and must use their best efforts to ensure that Epworth Foundation is properly managed and strives to continuously improve the quality of health services it provides. The principal role of the Board is to: Oversee, approve and monitor strategy. Oversee the implementation of business plans. Approve the Annual Budget and monitor performance against it. Appoint the Group Chief Executive and evaluate his or her performance. Ensure Epworth s Values and Behaviours are observed by all staff. Approve applications for accreditation made by suitable health care professionals. Monitor the integrity of financial reports. Monitor and improve performance. Oversee risk management and legal compliance. Oversee stakeholder communications. Provide so far as is reasonably practicable a safe place of work. Report to the ACNC as is required. To discharge its responsibilities, and to facilitate ongoing oversight, the Board may choose to delegate the exercise of any of its powers to one or more of its Committees (Refer Article 6). 2

2. Relationship between the Board and Management Subject to the formal delegations of authority, the Board delegates responsibility for the operation and management of Epworth Foundation business to the Group Chief Executive and the Executive. Management is accountable to the Board, and must fulfil this responsibility through the provision of reports, briefings and presentations on a regular basis throughout the year. The Executive Director Finance, General Counsel and Company Secretary, and the Executive Director Academic and Medical, shall attend Board meetings by standing invitation. The Board will adopt appropriate structures and procedures to ensure it functions independently of Management. This will include the ability to meet in camera in the absence of Management and the Group Chief Executive at the commencement of Board meetings if it so chooses. As the Group Chief Executive is a member of the Board, resolutions of the Board should not be passed in camera in the absence of the Group Chief Executive unless the resolutions relate to the Group Chief Executive (for example, salary reviews and performance assessments for the Group Chief Executive). Communications between the non-executive Board members and Management should be through the office of the Group Chief Executive and with the prior knowledge and approval of the President, unless the matter relates to the operation of Board Committees, or the duties of the Company Secretary, in the ordinary course of business. 3. The President The President is elected by the Board of Management pursuant to section 11 of the Epworth Foundation Act 1980 and holds office until the conclusion of the meeting following the Annual General Meeting next following that appointment. 1 In the absence of the President, the Vice President also elected under section 11, shall Chair all meetings of the Board. The role of the President is to ensure that the Board is functioning effectively. The President will: Chair Board meetings; Establish the agenda for, and frequency of Board meetings, together with the Group Chief Executive and the Company Secretary; Chair the Annual General Meeting; Ensure that Board decisions have been implemented; Liaise with the Group Chief Executive/Senior Management; Develop a performance agreement with short and long KPIs and a Position Description for the Group Chief Executive and review his or her performance against that agreement and KPIs in conjunction with the Remuneration and Nominations Committee and the Board; 1 Section 11 (2) 3

Provide guidance and mentoring to the Group Chief Executive. 4. Composition The composition of the Board is in accordance with the Epworth Foundation Act see section 9 and shall consist of a eleven (11) members of whom one shall be a person who is the Chief Executive Officer of the Hospital appointed pursuant to section 14, one (1) shall be the person who for the time being is the Chairman of the Medical Advisory Committee appointed pursuant to section 17 (1), six (6) shall be appointed by the Synod of the Uniting Church after consultation with the Board of Management, and three (3) shall be appointed by the Board of Management. Nominations The Board has defined, and will keep under ongoing review its skill requirements in accordance with the Skills Matrix. The Board will seek to augment its skills as required. Potential Board members will be nominated for appointment to the Board on the basis of their identified skills, knowledge personal attributes and experience to meet the needs of the Board at the time their appointment is proposed. This information will be communicated to members of the Board to assist them in their decision whether to confirm the appointment of the nominee. Induction All new members of the Board will be required to undertake an induction program coordinated by the Company Secretary. 5. Performance Remuneration Members of the Board will be remunerated the level designed to attract and maintain talented and motivated members. Performance Assessment The Board recognises that regular reviews of its effectiveness and performance are key to the improvement of the corporate and clinical governance of Epworth Foundation. The Board reviews and evaluates its own performance and the performance of its Committees on an annual basis, against both measureable and qualitative indicators. The Executive may also be requested to evaluate the effectiveness and performance of the Board from its perspective. Conflict of Interest A member of the Board or of any Committee or Council formed pursuant to section 17 of the Act who has any financial interest (other than a financial interest which may properly be regarded as not of a material nature) in a contract or arrangement made or proposed to be made by the Epworth Foundation, shall disclose his or her interest in the contract or arrangement, or proposed contract or arrangement, to the Board or Committee or Council as the case may be at the first meeting of the Board of Management or Committee or Council at which the contract or arrangement or proposed contract or arrangement is to be considered. A Board member or member of the Committee or Council who makes such a disclosure shall not vote on any matter concerning that contract or arrangement, or proposed contract or arrangement, in respect of which the disclosure was made. 4

6. Board Committees The Board may from time to time establish appropriate Committees to assist in the discharge of its responsibilities. The Board has established the following Committees: 1. Board Audit and Compliance Committee (BACC); 2. Human Research Ethics Committee (HREC); 3. Remuneration and Nominations Committee (RNC); 4. Patient Care Committee (PCC); 5. Major Property and Development Sub Committee; 6. Group Medical Advisory Committee; 7. Finance Committee; 8. Education and Research Committee; and 9. The Board Strategy Consultation Group. Each formally constituted Committee will have written terms of reference approved by the Board. Where authority to exercise any powers of the Board has been delegated by the Board to a Committee, the delegated authority will be expressly stated in the terms of reference of the relevant Committee. Formal minutes of each Committee meeting will be prepared and circulated to the Board, together with a list of recommendations for consideration of the full Board at its next meeting, to the extent that the exercise of any powers of the Board remains reserved to the Board. 7. Meetings Board calendar Board meetings are held on a regular basis as determined annually in advance by the Board. The agenda for each meeting is dictated by the need of Epworth Foundation and the matters set out in the annual agenda for attention at a particular meeting. In camera sessions The Board may open the Board meeting in a closed (in camera) session in the absence of the standing executive invitees. Minutes of in camera sessions will be taken by the President or, by the Company Secretary on request by the President with the support of the Board. Minutes of in camera meetings will be approved and filed separately from the minutes of open session meetings of the Board. Minutes of meeting Minutes of open session meetings of the Board will be prepared by the Company Secretary and included with the papers for the next monthly meeting of the Board for approval by the Board. Draft minutes should be prepared and circulated to the Board by the Company Secretary for review (not approval) within one week of the meeting. Where more than one month will elapse between Board meetings, the draft minutes will be circulated to the Board for both review and approval by circular resolution within one month of the meeting. Board members will diligently consider the draft minutes to ensure they accurately reflect the outcomes of the meeting and record any substantive deliberations during the meeting. The minutes are not intended to provide a verbatim transcript of the meeting or to note questions and commentary of individuals. The minutes should evidence that the Board 5

exercised due care and diligence in considering the business of the meeting and provide a record of the decisions of the Board. Notes and annotations Minutes are the official record of deliberations of the Board. Notes and annotations of Board members are often made prior to meetings, to reflect individual questions or thoughts rather than the discussions at the meeting. Board members and invitees who make notes and annotations in relation to Board papers or discussions of meetings should reflect on their meeting notes once the minutes of the meeting have been approved, to ensure that any notes do not inadvertently create a record of the meeting inconsistent with the approved minutes. Any such notes should be destroyed. Board members who work from hardcopy material may provide Board papers to the Company Secretary for secure destruction following meetings. There is no requirement for Board members to retain personal copies of Board papers. Direct electronic access to past Board papers, materials tabled in Board meetings and minutes is available for current Board members at all times. Past Board members may request access to copies of Board papers and meeting minutes following their retirement from the Board, for the purposes of any matters relating to the activities of the Board during the tenure of the relevant Board member. Quorum At a meeting of the Board of Management of Epworth Foundation six (6) persons shall constitute a quorum. 2 8. Publication of the Board Charter and Committee Terms of Reference This Charter will be available to each member of the Board internal and external auditors of Epworth Foundation and made available on the Epworth Foundation website. 9. Review of the Board Charter The Board will review this Charter and the terms of reference of its Committees annually and make any necessary or desirable amendments to ensure they remain consistent with Epworth s objectives, current law, and best practice. To the extent that there is inconsistency between this Charter and the Epworth Foundation Act 1980, the Act will prevail. 2 Section 12 (3) of the Epworth Foundation Act. 6