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Corporate Governance Statement

Christophorus House (CHRV) has adopted systems of control and accountability as the basis of the administration of corporate governance. This statement gives an outline of the main corporate governance practices that were in place during the year.

CHRV has, where appropriate, adopted corporate governance practices that comply with each of the ten Corporate Governance Principles and the corresponding Best Practice Recommendations as published by the ASXCGC, unless otherwise stated.

Principle 1: Lay Solid Foundations for Management and Oversight

Board of Directors

CHRV is comprised entirely of non-executive directors and certain members have specific functional responsibilities. The Board members provide visionary leadership to the organisation and are transparent and available to the members in their Board role. While the Board has overall control and management of CHRV, it may, subject to the Corporations Act and the CHRV Constitution, delegate a range of powers, duties and responsibilities to committees and management.

The Board meets eleven times a year for scheduled meetings and usually meets without the CEO for a set period. Board members are elected by the membership for a term of two years at a time. All Board members are requested to disclose related party transactions prior to their appointment and these are updated each Board meeting.

Board members must attend at least one governance workshop to enhance their understanding of the law and Board responsibility. Day to day management of the organisation’s affairs and implementation of corporate strategy and policy initiatives are the responsibility of the Chief Executive and management.

Chief Executive

The Chief Executive (CEO) is accountable to the Board for the management of CHRV within the policy and authority levels reviewed and approved by the Board. The Board determines capital expenditure on the recommendation of the CEO; the CEO has authority to approve business transactions within the predetermined limits set by the Board in the budgetary process.

The CEO’s responsibilities include advising the Board on strategic direction, ensuring the organisation conducts its affairs within the law and keeping the Board informed of all major business proposals and developments through regular reports.

Composition of the Board

The Board is made up of directors with appropriate skills, experience and attributes for the organisation and its business.

All Directors have the right, at the Company’s expense, to seek independent advice on any issues before the Board, or on the conduct of the Board or management. The Board’s prior consent to obtaining such advice is required, but will not be unreasonably withheld.

Board Member Representatives

There are four permanent functional roles held by members of the Board, with Board members seconded from time to time, to undertake various tasks on an ad hoc basis.

The permanent roles are Treasurer, responsible for the Board liaison with the CEO on all financial and audit matters; Hostel liaison, responsible for the Board liaison with the Hostel manager on clinical and resident care matters; Independent Living liaison and Investment Committee.

CHRV also has the following Board committees: Building Committee (for new ILU Development Project), Investment Committee (for management of CHRV investments) and Muriel Wait Bequest Fund Committee.

Principle 2: Structure the Board to add value

All directors are independent as defined by the ASXCGC guidelines. Directors are appointed by the annual general meeting of the company and once elected remain in office for a term of two years.

Principle 3: Promote ethical and responsible decision making

Members of the Board and staff are required to meet high standards of honesty and integrity. The Board and management are respectful of the various stakeholders associated with CHRV, including residents, families and members of the company and in decisions which affect the medium to long term strategic future of CHRV consult widely in order to effect responsible decision making. The residents also have a Residents Committee which is set up under the Retirement Villages Act 1999 (and associated Regulations) whereby residents have input into day to day aspects of Village life.

The staff Performance Review and Development process includes behavioural expectations.

Principle 4: Safeguarding integrity in financial reporting

CHRV has in the Chief Executive, a fellow of the Society of Certified Practicing Accountants, fellow of the Governance Institute (FCIS) and Associate of NSW Law Society, who brings to the Chief Executive portfolio the professional skill, knowledge and integrity as required of a professional in accounting, corporate governance and law. Together with the Treasurer, the Chief Executive assists the Board of Directors to discharge its responsibility for financial reports, internal control systems, and the operation of organisation risk management processes.

External Auditors

The annual audit is undertaken by Stirling SCI. Each year the external auditors provide an annual declaration to the Board of their independence. The Board undertakes a full review of the audit engagement before deciding to reappoint the existing audit firm or seek tenders on the open market.

Principle 5: Make timely and balanced disclosure

This principle is not relevant to CHRV given the nature of the organisation. CHRV does, however, disclose significant information to members as and when required, by letter, newsletter, meeting or on this web site.

Principle 6: Respect the rights of members

CHRV is a public company limited by guarantee and is bound by corporations law. Members have all the rights of shareholders under the Corporations Act 2001. CHRV provides members with timely access to information about the activities of the Village, management and governance. It does this through ad hoc circulars, as and when required, the quarterly newsletter and through this web site.

The annual general meeting enables members to attend the meeting and question the Honorary Chairman, the Honorary Treasurer and the Chief Executive.

Principle 7: Risk Management and manage risk

CHRV works within a framework and policy which gives the organisation clear guidelines on how to assess risks and opportunities and identify the appropriate action plans. The risk management approach is used primarily to:

  • ensure adherence to legislative and accreditation requirements
  • protect the financial standing of the organisation
  • provide quality services and manage safety risks to residents, and comprises:
  • audits (room / medications / WH&S / external financial)
  • adherence to its policies
  • new resident risk assessment
  • ongoing reassessments of residents needs

Principle 8: Encourage enhanced performance

CHRV directors undertake training relevant to their roles on the Board.
Directors develop, in consultation with stakeholders, long term strategic objectives and plans for the organisation and monitor their performance in line with meeting these objectives.

CHRV Board also under take annual performance reviews of senior management.

Principle 9: Remunerate fairly and responsibly

The Board considers the remuneration of the Chief Executive and senior management. The two highest paid executives are paid within the salary band of $60K - $110K. No bonus incentive scheme is in place for staff.

Principle 10: Recognise the legitimate interests of stakeholders

As mentioned in Principle 3, the Board members undertake to consult on all matters which impact the lives of CHRV residents, with residents, their family, and members of CHRV. Prudential responsibilities require the Board to safeguard incoming contributions of residents, manage the organisation in a financially viable manner and ensure that suppliers to CHRV are paid in a timely manner.