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GOV_01_BC Management Committee

CHARTER

Applies to: HCC Management Committee Version: 2Specific responsibility: Management Committee Members Date approved: Nov-18

Next review date: Nov-20

Policy context: This policy relates to the Health Consumers’ Council Strategic Plan 2017-2020

Standards or other external requirements Australian Charities and Not-for-Profits Commission (ACNC)ACNC “Governance Standards”Governance Analysis Tool – NFP Sector StandardAustralian Institute of Company Directors’ “Good Governance Principles and Guidance for Not-for-Profit OrganisationsAustralian Advertising StandardsRegister of Broadcasting Codes & Schemes Index Australian Communications & Media AuthorityCorporations Act 2001Occupational Health and Safety ActINC: A guide for Incorporated Associations in Western Australia

Legislation or other requirements Associations Incorporation Act 2015

Contractual obligations Department of Health Service Agreement

Contents

1. Introduction................................................................................................................................32. Definitions..................................................................................................................................33. Governance Roles.......................................................................................................................3

3.1 Board Composition..............................................................................................................33.2 Role of the Board.................................................................................................................33.3 Role of Individual Board Members......................................................................................43.4 Role of the Chairperson.......................................................................................................43.5 Role of the Deputy Chairperson...........................................................................................43.6 Role of the Secretary.............................................................................................................43.7 Role of the Treasurer...........................................................................................................43.8 Role of the Executive Director.............................................................................................43.8 Executive Limitation Policies................................................................................................43.9 Relationship between the Board and Management............................................................5

4. Key Board Functions...................................................................................................................6

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4.1 The Board and Strategy.......................................................................................................64.2 The Board and the Executive Director.................................................................................64.3 Monitoring...........................................................................................................................74.4 Risk Management................................................................................................................74.5 Compliance.......................................................................................................................... 84.6 Policy Framework................................................................................................................ 94.7 Stakeholder Communication.............................................................................................114.8 Networking & Social Media...............................................................................................11

5. Board Processes....................................................................................................................... 125.1 Board Meetings..................................................................................................................125.2 Board Meeting Agendas.....................................................................................................135.3 Board Papers......................................................................................................................135.4 Board Minutes................................................................................................................... 145.5 Calendar.............................................................................................................................145.6 Committees........................................................................................................................15

6. Board Effectiveness..................................................................................................................156.1 Board Member Protection.................................................................................................156.2 Board Evaluation................................................................................................................166.3 Board Member Performance.............................................................................................166.4 Code of Conduct................................................................................................................ 176.5 Board Member Remuneration...........................................................................................176.5.1 Personal expense reimbursement..................................................................................176.5.2 Personal expense exclusions..........................................................................................176.5.3 Expenses on behalf of the association...........................................................................186.6 Board Member Selection...................................................................................................186.7 Board Member Induction...................................................................................................196.8 Board Member Professional Development........................................................................196.9 Board Member’s end of term............................................................................................20

7. Documentation.........................................................................................................................21Appendix 1 Circular Resolution Pro-forma....................................................................................22Appendix 2 Agenda Pro-forma......................................................................................................23Appendix 3 Minutes Pro-forma.....................................................................................................24Appendix 4 – Proposal Document....................................................................................................26


1. Introduction Health Consumers’ Council (HCC) is a not-for-profit organisation incorporated under the Associations Incorporation Act 2015. It is also a charity registered with the Australian Charities and Not-for-Profits Commission (ACNC).

This creates a two-tier compliance burden for HCC in that it has obligations under the WA Associations Incorporation Act 2015 and also under the Commonwealth ACNC Act and Regulations.

This Management Committee Charter is to provide compliance with both Acts. Where similar obligations exist under both Acts, this charter applies the higher of the two governance standards set by the relevant statutes. Where appropriate, it also adopts NFP best governance practice as advocated by the Australian Institute of Company Directors.

2. DefinitionsManagement Committee – for this document, “Board” refers to the Management Committee of the HCC.Board Member – persons who, as the Management Committee of the Association, have the power to manage the affairs of the Association.Chairperson – the Board Member who has the powers and duties relating to convening and presiding at committee meetings and presiding at general meetings provided for in the Rules.Deputy Chairperson – the Board Member who deputises for the Chairperson in their absence or by request of the Chairperson.Executive Director – responsible for managing the day to day operations of the organisation.Secretary – supports the work of the Board through undertaking a range of secretarial roles.Treasurer – responsible for ensuring the financial management of the organisation complies with best practice.Social Media - ‘Internet and mobile-based channels and tools that allow users to interact with each other and share opinions and content. As the name implies, social media involves the building of communities or networks and encouraging participation and engagement’.Rules – refers to the Rules under which the HCC is governed.

3. Governance Roles3.1 Board Composition3.1.1. The composition of the Board shall be as required under the HCC Rules. 3.1.2. The Board will encourage cultural and gender diversity amongst Board Members.3.1.3. The Board shall endeavour to have members with the following expertise and/or experience in finance,

accounting, legal, business management, business development, marketing, risk management, governance, social impact and stakeholder engagement.

3.1.4. Members shall be able to act critically and independently of one another.3.1.5. Every Board Member shall have sufficient expertise to perform his or her role as a Board Member.

3.2 Role of the BoardThe role of the Board is to supervise the Association’s business in two key areas – overall business performance and overall compliance performance. Specific responsibilities of the Board are:3.2.1. appoint an Executive Director and evaluate their performance3.2.2. set and review the medium and long-term strategy and goals of HCC in consultation with management3.2.3. approve budgets3.2.4. monitor business performance3.2.5. approve large investments and major financial decisions per the HCC Delegation of Authority3.2.6. monitor internal controls to ensure all major risks are identified, mitigated and managed


3.2.7. ensure the existence of systems to enable reliable financial reporting and compliance with all aspects of the law including monitoring to avoid trading insolvency

3.2.8. provide for succession planning3.2.9. be accountable to HCC Members3.2.10. ensure communication with general membership and all other stakeholders

3.3 Role of Individual Board MembersThe role of Board Members is to comply with the duties of ‘responsible persons’ as defined in theAustralian Charities & Not-for-Profit Commission Act 2012 (Clth). The Act requires responsible persons to act with integrity and common sense and to comply specifically with their statutory duties which are to:3.3.1. act with reasonable care and diligence3.3.2. act honestly in the best interests of HCC and for its charitable purposes3.3.3. not misuse their position as a responsible person3.3.4. not misuse information they gain in their role as a responsible person3.3.5. disclose conflicts of interest3.3.6. ensure that the financial affairs of HCC are managed responsibly.

3.4 Role of the ChairpersonThis is noted in S28 of the HCC rules.

3.5 Role of the Deputy ChairpersonThe role of the Deputy Chairperson is to deputise for the Chairperson in their absence or upon the Chairperson’s request.

3.6 Role of the SecretaryThis is noted in S29 of the HCC rules.

3.7 Role of the TreasurerThis is noted in S30 of the HCC rules.

3.8 Role of the Executive Director The Executive Director is the head of the HCC management team and manages the day to day operations of HCC, its people and resources. The Executive Director implements the strategy approved by the Board and ensures that the structure and processes of HCC meet the strategic and cultural needs of the Association. The specific responsibilities of the Executive director are to:3.7.1. develop and recommend business plans for the Board’s consideration3.7.2. submit reports, budgets and financial statements to the Board3.7.3. execute all approved plans, policies and programs – and achieve agreed targets3.7.4. oversee the financial management of HCC including responsibilities as outlined in 3.8.13 and in accordance with the Delegation of Authority3.7.5. maintain awareness of the external business, economic and political environment as it may affect the

Association3.7.6. oversee the effective operation, administration and development of the Association3.7.7. protect and enhance the image and reputation of HCC3.7.8. ensure compliance with all legal and regulatory obligations and the executive limitation policies set out

below3.7.9 manage all staff and volunteers and meet any conditions of employment and Worksafe requirements

3.8 Executive Limitation PoliciesTo protect the reputation and brand of HCC, the Executive Director shall not:3.8.1. cause or permit any practice, activity, decision, or situation that is unlawful, imprudent or likely to bring

the name of HCC into disrepute3.8.2. fail to safeguard the confidentiality and/or privacy of stakeholders whilst ensuring that HCC


service standards are fully understood and maintained during every stakeholder interaction and service delivery

3.8.3. fail to establish with clients a clear understanding of what may be expected and what may not be expected from the service offered

3.8.4. fail to provide a complaints process to stakeholders who believe they have not been treated reasonably3.8.5. permit salaried and contracted staff to be treated unfairly or in an undignified manner3.8.6. fail to provide each staff member with a clear statement of their terms and conditions of employment3.8.7. operate without written personnel policies that define the Association’s expectations of staff conduct, an

appropriate grievance procedure and how staff are protected against wrongful conditions such as nepotism and grossly preferential treatment for personal reasons

3.8.8. discriminate against any staff member for dissenting with an HCC policy on ethical grounds3.8.9. prevent staff from grieving to the Board when internal grievance procedures have been

exhausted3.8.10. fail to acquaint staff with their rights under this policy3.8.11. allow the Board to be uninformed or unsupported in its work by failing to provide any and all information

which is either: requested by the Board, at its discretion, to enable the members to meet their legal

obligations and/or of a nature which threatens the efficient operations, stakeholders, and/or reputation of HCC indicative of any breach, internal or external, of a Board policy, contractual obligation to a stakeholder or any statutory or fiduciary duty3.8.12. enter into any grant or contractual arrangements that are not consistent with the Association’s

objectives nor use disreputable means to achieve said objectives and in accordance with the HCC Delegation of Authority

3.8.13. cause or allow the Association to face financial jeopardy and, with this aim, shall not; deviate materially from the approved Budget allow expenditure to exceed income without firstly informing the Board and ensuring that the Association

will remain solvent while such negative cash flow continues use any long-term reserves without prior Board authorisation fail to settle payroll and debts in a timely manner allow tax payments, government dues or reports to be overdue or submitted inaccurately acquire, encumber or dispose of any asset without prior Board authorisation fail to pursue amounts receivables in accordance with HCC’s credit policy fail to ensure the annual financial reports are prepared at least 14 days before the annual general meeting3.8.14. be unmindful of HCC’s risk appetite and fail to manage all risks strictly in accordance with the

Association’s agreed enterprise risk management system3.8.15. invest the Association’s funds without prior Board discussion and then only in accord with the Board’s

minuted investment resolution and authorisation.

3.9 Relationship between the Board and ManagementThe relationship between Board and management is a harmonious and productive partnership based on trust and respect. The roles of the Board and management are however different and separate. The following principles will apply therefore, to provide clarity about separation of the HCC Board’s duty to govern the Association from the Executive Director’s and management’s role to achieve organisational objectives by efficient implementation of agreed strategies using the human and financial resources of the Association.3.9.1. Management will accept that the Board’s role is to monitor and question, probe issues, seek clarification

offer insight and share their knowledge and experience.3.9.2. Board members may expect, and management will pass on, all information needed for decision making to

fulfil their legal obligations as ‘responsible persons.’3.9.3. The Board trusts management to implement strategy and deliver outcomes and will do so without undue

interference.


3.9.4. The Chairperson shall be kept aware of general communication between Board members and staff.

4. Key Board Functions4.1 The Board and StrategyThe Board plays an important role in setting the vision, purpose and strategies of the Association, in helping the organisation understand these core foundations and in reviewing and modifying the direction or plans as appropriate. The following principles shall guide Board oversight of strategy at HCC. The Board shall:4.1.1. determine the vision and purpose of the Association as described in 4.1.1.1 and 4.1.1.2

4.1.1.1. The vision shall be aspirational and define what HCC wants to achieve into the future. Itshall inspire and capture the commitment of all stakeholders

4.1.1.2. The purpose will describe what the Association will do to realise the vision4.1.2. ensure that the vision and purpose of HCC are clearly communicated throughout the Association and to

members and all other stakeholders4.1.3. with management, set strategic and Specific, Measurable, Attainable, Relevant and Time-based

objectives aligned with the purpose of HCC4.1.4. with management, agree key result areas and, for each key result area, develop a plan that aligns with the

vision, purpose and strategic objectives4.1.5. define the Association’s core values to guide the compliance culture and conduct of the Association as it

implements its strategic plans4.1.6. support management in its execution of the plans4.1.7. monitor and measure the degree of HCC’s success against its plans and objectives while, where

appropriate, assisting management to optimise success4.1.8. review the vision, purpose and strategy of the Association whenever they become unaligned with reality and certainly at least every three years4.1.9. include impact on strategic plans as a consideration in all Board decisions

4.2 The Board and the Executive DirectorThe relationship between the Board and the Executive Director is critical to governance effectivenessand the performance of the Association. The following principles shall therefore apply in this context:4.2.1. The Executive Director shall be an ex-officio, non-voting member of the Board4.2.2. The Executive Director is accountable to the entire Board, not solely the Chairperson.4.2.3. The Executive Director shall have clearly stated performance objectives and defined boundaries

of authority.4.2.4. The Executive Director is the Board’s link to operational achievement and conduct and, as such,

is vicariously accountable for all authority exercised and actions performed by staff. Accordingly:Board Charter4.2.4.1. The Board will never give instructions to persons who report directly or indirectly to the Executive

Director4.2.4.2. The Board will not evaluate, either formally or informally, any staff other than the Executive

Director4.2.4.3. Organisational achievement of Board-approved objectives will be viewed by the Board as

successful Executive Director performance4.2.5. Only resolutions passed formally by the Board are binding on the Executive Director. Accordingly:

4.2.5.1. Decisions or instructions of individual Board members, officers or committees are not bindingon the Executive Director except in instances when the Board has specifically authorised such exercise of authority

4.2.5.2. In cases where Board members or committees request information or assistance withoutBoard authorisation, the Executive Director may refuse such requests if, in his or her opinion, to meet them would take up unwarranted staff time or funds – or if they are disruptive, i.e., not aligned with an identifiable Board issue


4.2.5.3. The Executive Director shall respect the right of Board members to ask whatever questionsthey deem necessary to meet their legal obligations and decision making and shall provideanswers to such questions

4.2.6. The Board will oversee the development of, and the Executive Director shall be instructed by, apolicy framework (see 4.6). The Board may amend the policy framework at its discretion.

4.2.7. The Board shall provide the Executive Director with reasonable opportunities and resources forboth professional and personal development

4.3 Monitoring4.3.1. The Executive Director’s performance shall be monitored against key performance indicators set

by the Board. Monitoring will determine the degree to which the policy framework is being appliedand strategic objectives are being met.

4.3.2. The Board will acquire monitoring information by one or more of three methods;4.3.2.1. By internal reports in which the Executive Director discloses operational and compliance

information, and interpretations to the Board4.3.2.2. By external report in which an external, disinterested third party selected by the Board

assess compliance with the policy framework and/or achievement of strategic objectives4.3.2.3. By direct Board inspection by which a designated member or members of the Board assess

compliance with appropriate policy criteria and/or achievement against relevant key performance indicators

4.3.3. The performance of the Executive Director may be subjected to an annual 360° evaluationconducted by a competent independent service provider

4.3.4. The compensation payable to the Executive Director shall be decided by the Board as a body andshall be based on organisational performance and executive market conditions. The Board may appoint a committee to advise the Board about related matters

4.3.5. The employment of the Executive Director may be terminated only by the Board as a body andnot by any committee, individual Board member or officer of the Association. In any such case:Board Charter4.3.5.1. The reasons for termination shall be based on performance criteria aligned with the key

performance indicators defined in the Executive Director’s contract of employment. Thesecriteria to include avoidance of conduct which may or actually does harm the assets and/orreputation of HCC

4.3.5.2. The terms of termination shall either be in accordance with the Executive Director’sentitlements under his or her contract of employment or negotiated to the satisfaction ofboth parties

4.4 Risk ManagementBy establishing an effective system of risk oversight and internal controls, the Board will reinforce theability of HCC to deliver on its purpose. Accordingly:4.4.1. The Board shall ensure the implementation and monitoring of an appropriate risk management

system in keeping with the complexity of the Association’s operations.4.4.2. The risk management system shall comprise of the following functions:

risk identification risk assessment establishment and review of the Association’s risk appetite1

rank risks development of a risk register risk management by way of either:

o avoidanceo transfer oro mitigation

regular monitoring of identified risks and the effectiveness of relevant controls


allocation of responsibility and accountability for management of risks in the job descriptions of relevant staff

4.4.3. At inception and then periodically, the range of risks to be managed shall be assessed by a competent third-party service provider to ensure that the system is sufficiently comprehensive to optimise the protection it provides for the Association.4.4.3.1 Categories of risk to be assessed shall include: Compliance risks Financial risks Governance risks Operational risks Environmental Brand and reputational risks Strategic risks

4.4.4. The day-to-day management of risk may be delegated to the Executive Director but the Boardmust review the system and the Association’s risk appetite at least once every three months

4.4.5. The transfer of risk by the purchase of insurance is acceptable but the Board shall review theAssociation’s portfolio of insurance policies at the end of every financial year to ensure, firstly, theadequacy of cover and, secondly, the cost of the policy in question in comparison withcompetitive products

4.4.6. The Board shall recognise the exposure of Board members to the risk of personal liability andprovide as much comprehensive Directors & Officers insurance cover as possible

4.5 ComplianceCompliance is the process by which HCC identifies and meets its strategic obligations whether arising in law, standards, codes or stakeholder expectations. To this end, the Board shall:4.5.1. issue a compliance policy for the guidance of the Association, its staff and stakeholders4.5.2. mandate that compliance shall not be compromised for financial gain4.5.3. stakeholders shall be taken as:

Board members executive management and staff members of the Association linked third parties (e.g., agents, contractors, distributors and strategic allies) customers suppliers insurers regulators consumer organisations and the community at large

4.5.4. commission a compliance plan with the following elements: the establishment of a compliance culture through leadership and employee engagement resource allocations for compliance communication of HCC’s compliance policy to all stakeholders as may be requested identification of all Commonwealth & State laws and regulations which impact on the Association’s

governance and operations documentation of contractual obligations to relevant stakeholders a system to address compliance with delegated authorities efficient interface with the risk management system capture of data indicating failure to comply with stakeholder expectations (complaints, claims,

penalties, improvement notices, adverse posts on social media etc.) internal and external control and review mechanisms definition of compliance responsibilities and accountability in job descriptions


induction and general training for Board members, executive and general staff in why compliance is a key result area and how the Association manages compliance

incorporation of compliance into internal controls and decision-making processes encouragement of all stakeholders to raise ethical questions without fear of ridicule or retribution whistle-blower protection clear policy statements regarding a ‘no blame’ attitude to inadvertent breaches as opposed to proven,

deliberate and/or criminal breaches of internal standards and/or the law and the intention of the Association to cooperate with the regulator/police in the latter event

recognition and reward systems for compliance performance4.5.5. cause compliance to be included in periodical Board performance reports

4.6 Policy FrameworkA policy framework is developed and maintained to provide clarity, consistency and continuity in how the Board requires the Association to be managed. Accordingly:4.6.1. the Board shall be responsible for the main policies for implementation by the Executive Director and staff4.6.2. main policies shall be recorded in writing for the following key result areas:

The Organisation o Organisational Structure: Responsibilities and accountabilitieso Incorporation Compliance/ Legal Requirementso Membershipo Code of Conducto Privacy

Governanceo Board Charter o Conflict of Interesto Board Committee Charters/Terms of Reference:

Policy Review Committee Charter Finance Audit & Risk Management Committee Charter Nominations & Governance Committee Charter A Charter for any other Board committee that may be established

Management and Accountabilityo Delegations of Authorityo Policy development and approvalo Quality & Evaluation Managemento Annual Report

Planningo Strategic or business planningo Operational planning

Human Resourceso Employee Handbook o Recruitment of Executive Directoro Occupational Health and Safety Policyo Policy for Managerso Salary Packaging and Employee Benefits Policy

Financial management and administrationo Financial and Asset Managemento Procurement

Services and Activities


o Service scope and planningo Client Rights and Responsibilitieso Research & Position Paper Developmento Individual Advocacy Policyo Engagement Policyo Health Consumer Excellence Awardso Systemic Advocacy on behalf of groupso Cancellation & Refund terms and conditions

Risk management, compliance and insuranceo Risk Management Policy

Information and communicationo Information Technologyo Media

External Relationships and Stakeholderso Partnerships Policyo Sponsorship Policy

Administrationo Contractors and suppliers

4.6.3. Policies shall only be adopted after they have been endorsed by the Board or Executive Director as defined in the policy register which delineates ownership and authorisation of each policy.4.6.4. A master copy of each policy shall be retained in a policy register4.6.5. The Executive Director shall be responsible for ensuring the register contains only current policies

and that all copies of superseded policies are destroyed4.6.6. The Executive Director may develop operational policies within a key result area to support the

effectiveness of Board approved main policies and any such further policies shall be consideredas having been approved by the Board

4.6.7. Policies shall be promulgated over the signature of the Executive Director4.6.8. A schedule of policy reviews shall be established which stipulates the review method (e.g.,

internal, external or direct Board inspection) and frequency (e.g., quarterly, annually or biannually)

4.7 Stakeholder CommunicationPositive internal and external stakeholder and particularly, community engagement is critical to HCC’s brand, reputation and long-term sustainability. The emerging risk of moral (in addition to legal) liability brought on by global communication systems and increasingly aggressive consumer activism is a new dimension of governance best practice of which Board members need to be aware given the global reach of HCC’s products and services.

Accordingly, the Board shall commission and oversee the development of stakeholder communicationpolicies based on the following tenets;4.7.1. Internal stakeholders shall include Board members, the leadership team and employees4.7.2. External stakeholders shall include linked third parties (agents, contractors, distributors and

strategic allies, etc.), members (customers), suppliers, funders, insurers, regulators, consumerorganisations and the community at large)

4.7.3. Measurable leadership and employee engagement techniques shall be implemented to developand maintain consistent delivery of positive stakeholder experiences

4.7.4. Stakeholder perceptions of HCC shall be measured at appropriate intervals to identify wherestakeholder experience is other than optimal

4.7.5. An online and offline system shall be implemented to capture complaints (as opportunities forimprovement) and testimonials/referrals as authentic evidence of positive stakeholderexperience


4.7.6. The Association will keep stakeholders well informed about HCC, its people and its operations bypublishing the following information online and offline:

current strategic plan with emphasis on vision, purpose, objectives and core values annual report quarterly updates on the previous annual report as may be deemed necessary by the Board current Board and executive teams evidence of Board effectiveness

4.7.7. The Executive Director and other HCC managers should seek to build relationships with andhave periodic exchanges of views and information with the senior management teams of majorexternal stakeholders

4.7.8. All media releases must be approved by the Board except where insufficient time is available forconsideration of a release by all Board members in which case the Chairperson and Executive Directormay jointly approve a media release

4.7.9. The Executive Director and the Chairperson shall be the Association’s only media spokespeople and all requests from the media for information and/or an interview shall be referred to the Executive Director who will notify the Chairperson regarding the request and value in participation4.7.10. All advertising must comply with the codes and initiatives administered by the Australian Advertising

Standards Bureau4.7.11. All radio and TV content should comply with the Register of Broadcasting Codes & Schemes Index

overseen by the Australian Communications & Media Authority.

4.8 Networking & Social MediaThis section of this Charter refers to all activities encompassed by the term ‘social media’ which is defined above. The Board views social media as a powerful tool to assist achievement of the Association’s objectives, but also recognises the risk it may pose to the brand and reputation of HCC if not managed appropriately. Accordingly, the following principles will apply to networking and social media activity:4.8.1. The Executive Director will work with the Leadership Team and Marketing Co-ordinator to manage HCC’s

social media presence4.8.2. A successful social media strategy is important to HCC’s success and must be aligned with the Association’s

overall strategic plan4.8.3. All organisational social media activity should be via channels which are most used by the target

audience4.8.4. Any and all HCC staff may represent the Association on any social media channel in accordance with the

Social Media Policy, but all official content must be approved by a member of the Leadership Team before being posted

4.8.5. Legal advice must be obtained and reviewed periodically to guide content creation in terms of allruling legislation/judicial decisions relating to of issues such as:

The extent to which HCC can be vicariously liable for a breach of relevant legislation by an employee Intellectual property (creative commons, copyright, trademarks and design) Disclosure/confidentiality Defamation Consumer protection Data protection Human rights and privacy Any other relevant statutory obligations/common law precedents notified by the lawyer

4.8.6. Terms of employment for employees should stipulate the consequences of disregarding and so breaching the Association’s rules relating to unacceptable behaviour and content in social media. These apply to Board members as well. These consequences may be: first breach – verbal counselling second breach – written warning and compulsory re-training


third breach – termination of employmentHowever, situations will be evaluated independently, and unacceptable behaviour may lead to immediate termination of employment or removal from the Management Committee.

5. Board Processes5.1 Board MeetingsBoard meetings are where members demonstrate compliance with their statutory and fiduciary duties. Inthe case of HCC, the ruling standards are set by the Australian Charities & Not-for-profit CommissionAct 2010 but, in adopting this Charter, the Board agrees to conduct its meetings in accordance with the Corporations Act 2001 (Clth). Accordingly, the following guidelines will apply:5.1.1. The frequency of Board and committee meetings shall be in accordance with the Board calendar

set for the current financial year, as varied, if at all, since the date of adoption.5.1.2. Meetings shall be held at the locations and times advised from time to time by the Executive

Director on behalf of the Secretary.5.1.3. All members of the Board are required to attend all meetings unless previous advice of an inability

to attend has been given to, and an apology accepted by the Chairperson.5.1.4. A quorum shall exist when half of the appointed Board members (Executive Committee) are present plus

one other Board member.5.1.5. Meetings shall be chaired by the elected Chairperson of the Association except that in the event that theelected Chairperson is not present at a meeting where a quorum exists, the Deputy Chairperson will chair the

meeting, if present. Otherwise, the Board members present shall elect an alternative Chairperson for that meeting only.

5.1.6. Board members may agree to use video or another technology to hold a meeting but on suchoccasions, the Executive Director, on behalf of the Secretary, must be able to demonstrate thatall relevant documentation has been distributed, and all members must ensure they have allrelevant documentation sufficiently in advance of such meetings to enable members toadequately research and inform themselves about agenda items requiring a decision.

5.1.7. Meeting agendas will be prepared by the Chairperson with assistance from the Executive Director (see5.2 and Appendix 3).

5.1.8. As Board members will have had time to consider the Board papers, the purpose of the meetingshould be to add value to decision making.

5.1.9. Minutes must be kept of all meetings and the Executive Director, on behalf of the Secretary, shallensure the safe keeping of the minutes in a minute book.

5.1.10. The proceedings and resolutions of all meetings (including committee meetings) must be recorded in the minute book within one month of the meeting in question.

5.1.11. Minutes must be signed off within a reasonable time as a true and accurate record of the meeting by the Chairperson of the meeting or the Chairperson of the next meeting.

5.2 Board Meeting AgendasThe purposes of a Board meeting agenda are to:

alert members of the Board as to what issues are to be discussed at the meeting help managers, via the Executive Director, to get issues discussed with the Board and to prepare related

Board papers in due time help the Chairperson ensure that all issues are dealt with in an appropriate order and depth during the

meetingThe rules relating to Board meeting agendas at HCC are as follows:5.2.1. The Chairperson of the Association shall decide what appears on each meeting agenda5.2.2. The agenda shall stipulate:

5.2.2.1. Date, venue and start and end times for the meeting5.2.2.2. Who is invited to the meeting (including managers other than the Executive Director as


appropriate)5.2.2.3. Names of members who will be absent for certain agenda items due to a conflict of interest5.2.2.4. Provision of meals if appropriate5.2.2.5. The items of business and the expected outcome of each item, i.e., a decision, discussion, noting

or information5.2.2.6. The Chairperson may, at his or her discretion, indicate the amount of time allocated to each agenda item

5.2.3. The Chairperson, with the assistance of the Executive Director and Deputy Chairperson, shall prepare an annual “work plan” of items about which the Board will have to make decisions or conduct reviews over the year. This annual agenda can be evened out across the annual Board calendar (see 5.5) to avoid any overload.

5.3 Board PapersBoard papers provide a great deal of information to Board members about the decisions they need to make during a meeting. Board papers are part of the official records of the Association and a complete set for each meeting shall be retained for future reference. Accordingly, the guidelines below shall apply to Board papers.5.3.1. Every motion listed on an agenda for a decision shall be supported by a Board paper in the standard

format shown in Appendix 4 to this Charter.5.3.2. Papers shall be signed off by not only the proposer but where applicable, also those people responsible for

the environmental, social, financial, legal and compliance policies of the Association.5.3.3. All proposals will be provided in advance of the Board meeting to the Chairperson.5.3.4. The Executive Director is responsible for any and all papers prepared by the Leadership Team, regardless of whether he or she signs the paper as the proposer.5.3.5. If a Board paper is visibly classified as ‘confidential’, Board members should return their copies to the

Executive Director for secure disposal.5.3.6. Board papers may be distributed electronically when the security of the servers used to transmitthe papers are assured.

5.4 Board MinutesThese are critical records relating to the governance of the Association and need to be treated as such.They communicate Board thinking to the executive and serve as a valuable reference if the Board needsto revisit a decision. Accordingly, Board minutes of the Association shall be managed as follows;5.4.1. Board minutes shall be taken by someone other than a Board member participating in the business of the

meeting5.4.2. Minutes shall record the names of people present at the meeting and also people attending only part of

the meeting with a note of the times when they entered and left the meeting5.4.3. Proposers and seconders of motions shall be recorded5.4.4. If not a unanimous decision, individual Board member votes shall also be recorded to avoid any decisions based on ‘assumption of approval’ by the Chairperson5.4.5. Reasons for recorded decisions should be clear to anyone reading the minutes including people who did

not attend the meeting5.4.6. Any conflicts of interest should be recorded with a record of how they were handled5.4.7. Discussion of serious issues should be annotated ‘debated at length’ or ‘discussed in depth’ as

appropriate5.4.8. Record actions to be implemented in relation to specific resolutions after the meeting in question

with relevant due dates5.4.9. Minutes must be approved by Board members as a true record of their meeting. This is done at the next Board meeting and only after approval as a true and accurate account of the meeting, the Chairperson can sign

the minutes


5.4.10. It is noted that in a worst-case scenario, meeting minutes may be used in court as evidence of what Board members said and authorised.

5.5 CalendarThe purpose of an annual Board calendar is to ensure that all matters requiring the Board’s attention over a year (see 5.2.3) are addressed in a timely and logical manner. It is a valuable planning document that warrants the Board’s careful consideration as it:

allows Board members to plan their own affairs with their responsibilities to the Association in mind provides a forward overview of meeting activity schedules the work and issues that need to be addressed and/or completed during the year helps to ensure that nothing is overlooked minimises the risk of repetitive discussion of issues at meetings assists focus on key reporting and compliance dates enables Board members to synchronise any planned information gathering and/or professional

The following principles should be applied when developing an annual Board calendar:5.5.1. The annual Board calendar should be compiled and managed by the Executive Director on behalf of the

Secretary in consultation with the Chairperson5.5.2. Start by scheduling and confirming dates for the Board, Board committee and member (annual and/or

extraordinary general) meetings5.5.3. Plan on the basis that it is easier to cancel a meeting and amalgamate its business with the next scheduled

meeting5.5.4. Schedule committee meetings to align with main Board meetings5.5.5. Add key corporate compliance and reporting dates5.5.6. Load in a list of the key governance issues to be addressed by the Board over the year 5.5.7. Ensure the work is scheduled logically to avoid any need to revisit previous agenda items, e.g.,

strategic vision, purpose and objectives need to be completed before reviewing the social media strategy

5.5.8. Spread the workload over the full year when issues are not time-specific5.5.9. Make sure enough lead time is available for adequate preparation of relevant Board agendas and

papers5.5.10. Include any events (social and industry) which Board members are expected to attend5.5.11. Remember that the Leadership Team have their own important commitments and responsibilities for the

Association for which due allowance must be made5.5.12. Leave time for unexpected contingencies5.5.13. Treat the annual Board calendar as a living document which can be amended if and when necessary

5.6 CommitteesThe full Board may, at its discretion, convene committees of Board members to make recommendationsfor action by the full Board in the case of complex or specialised issues. The full Board remains collectively responsible for decisions made at the recommendation of a committee.The number and type of Board committees shall be commensurate with the size and complexity and/or special compliance issues relating to HCC’s operations. Suitable Board committees may include but are not limited to:

Risk Management Committee Finance Committee (including Investment Sub-Committee) Nominations & Governance committee Fundraising Committee Membership Committee

Committees may be permanent standing committees and/or temporary committees convened to oversee one or more specific short-term tasks and/or make recommendations to the full Board regarding non-routine matters requiring special focus. The following rules shall apply to all committees formed by the full Board:5.6.1. The structure of each committee shall comprise of at least three Board members


5.6.2. Committee members must be suitably qualified in terms of skills, knowledge and experience5.6.3. Each committee shall have an independent chair who is not Chairperson of the full Board5.6.4. The purpose of each permanent standing committee shall be outlined in a written charter stating:

Role, purpose and responsibilities of the committee Scope of authority. Extent of power and decision-making abilities Membership requirements and procedure for attendance at meetings by non-committee members Composition and structure Frequency of meetings Terms of access to internal and external resources and information Requirements for reporting to the full Board Special powers of the committee chair, if any Tenure

Any timebound special committee established to review specific short-term issues should have a written Terms of Reference that outlines their purpose and accountabilities.5.6.5. Minutes shall be taken of all committee meetings by a person who is not a committee member5.6.6. The chair of the committee shall provide a copy of the committee minutes for inclusion in the papers for

the next full Board meeting5.6.7. In the event that time does not permit compliance with 5.6.4, the committee chair shall give a verbal

report to the full Board at its next meeting.

6. Board Effectiveness6.1 Board Member ProtectionBoard members have duties and obligations under the ACNC legislation. These are to:

act with reasonable care and diligence act honestly in the best interests of HCC and for its charitable purposes not misuse their position as a responsible person not misuse information they gain in their role as a responsible person disclose conflicts of interest ensure that the financial affairs of HCC are managed responsibly not allow HCC to operate while it is insolvent

Board members are also bound by a fiduciary (common law) duty to always act in the best interests ofthe organisation and all its stakeholders. A breach of one or more of these statutory or common lawduties may result in a potentially significant personal financial liability for individual Board members.The Board will accordingly ensure that the following layers of protection against personal liability areprovided and kept current by and at the cost of HCC6.1.1. Rights of indemnity for Board members shall be provided in the Association’s rules.6.1.2. The wording of the said indemnity shall be reviewed annually by a qualified legal practitioner to

ensure that the indemnity provided protects Board members to the best extent possible against allpersonal liability risk exposures at the date of review

6.1.3. Directors & Officers (D&O) insurance cover for all individual Board members with policy wordingand risk cover consistent with the outcomes of an annual governance risk assessment of the organisation conducted by an insurance broker experienced in D&O insurance and the extent of the indemnity recommended by legal opinion as per 6.1.2.

6.1.4. Access to documents and D&O cover for a period of twelve months after a Board member ceases to hold office.

6.1.5. Board members shall be instructed each year in the meaning at that time of ‘Insolvent Trading’ as defined in Section 588G of the Corporations Act 2001 with particular reference to:


What a Board member should do if insolvency is suspected Key principles of a Board members duty to prevent insolvency The meaning of the word ‘debt’ under sec 95A(1) of the Corporations Act and how ability to pay is assessed in law Warning signs of insolvency When a Board member is in breach of section 588G Penalties for insolvent trading Defences available against an action for failing to prevent insolvent trading

6.2 Board EvaluationBoard performance shall be evaluated each year by the Nominations & Governance committee. Evaluations may be either:6.2.1. Internal – meaning that the Board shall itself review its performance against reliable external guidance

material such as the latest versions of Australian Institute of Company Directors’ publication “Good Governance Principles and Guidance for Not-for-Profit Organisations” and ACNC’s publication “Governance Standards Guidance”

6.2.2. External – meaning that the full Board participates in an assessment of both individual and group governance capability and performance such as the Governance Analysis Tool – NFP Sector Standard conducted by an external assessor appointed by the Australian Institute of Company Directors. An external evaluation shall be performed every third year.

6.3 Board Member PerformanceIndividual Board members shall:6.3.1. Attend all scheduled Board meetings except that failure to attend will be acceptable in the event of illness

or when a prior apology has been accepted by the Chairperson.6.3.2. Advise the Chairperson of foreseeable absence from meetings due to unavoidable scheduled leave or

business travel as early as possible before the event.6.3.3. Prepare for Board meetings by reading all Board papers and researching relevant issues where necessary

to form an opinion on all ‘for decision’ agenda items before the meeting date.6.3.4. Comply with professional development standards set by the Nominations & Governance Committee6.3.5. When requested by the Chairperson and wherever possible, attend conferences and out-of-session

learning and/or social events to support achievement of the Association’s objectives.6.3.6. Be prepared to represent HCC at networking and industry events when so requested by the Chairperson.6.3.7. At all times, behave in accordance with the Association’s Code of Conduct for Board Members (see 6.4) and the HCC Code of Conduct.

6.4 Code of ConductBoard members of HCC:6.4.1. must act honestly, in good faith and in the best interests of the Association as a whole6.4.2. have a duty to use care and diligence in fulfilling their functions of office and in exercising the powers

attached thereto6.4.3. must use the powers of office for a proper purpose and in the best interests of HCC as a whole6.4.4. must recognise that the primary responsibility is to the Association’s members but should, where

appropriate, have regard for the interests of all stakeholders6.4.5. shall not make improper use of information obtained as a Board member of HCC6.4.6. must not take improper advantage of the position of Board member6.4.7. must properly manage any conflict with the interests of the Association6.4.8. has an obligation to be independent in judgement and actions and to take all reasonable steps to be

satisfied as to the soundness of all decisions taken by the Board6.4.9. ensure that confidential information received in the exercising of Board member duties remains the

property of the Association and that it is not disclosed unless so authorised by either the full Board of HCC or the source of the information in question, or where it is required in law


6.4.10. shall not engage in conduct likely to bring discredit upon the Association6.4.11. 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

6.5 Board Member Remuneration

6.5.1 Personal expense reimbursementAs per section 40 of the HCC Rules, a Board member is entitled to be paid out of the funds of the Association for any out-of-pocket expenses for travel and accommodation properly incurred:

in attending a committee meeting or in attending a general meeting; or otherwise in connection with the association’s business.

Expenses may be, for example, but not limited to: parking travel costs (public transport, cab charges) travel and accommodation for regionally located Board members attending HCC meetings in

Perth (i.e., Board meetings, the Annual General Meetings, Extraordinary General Meetings)

6.5.2 Personal expense exclusionsBoard members are volunteers and will not be remunerated for their time or expertise in the role of Board Member. However, time or expertise related to representing the HCC or HCC funded/reimbursable initiatives may be reimbursable with approval in advance by the Board. This includes, but is not limited to:

Time or expertise when representing the HCC that is not relative to the member’s role as a Board member (i.e., not a Board representative for the given situation). An example might include when a person with expert knowledge of the primary care sector for example, happens to be a Board member and can assist at a specific consultation. It is their expertise in primary care rather than their Board role that is relevant.

Participation on a consumer action committee that provides a payment to members.

6.5.3 Expenses on behalf of the association For out-of-pocket expenses incurred by the Board Members on behalf of the Association, prior

approval by the Executive Director or the Operations Manager who may approve reimbursement up to $100 (GST inc). Approval must be documented through an auditable written trail, e.g., by email. Any purchases to be made by a Board member that is over $100 (GST inc) must have prior Board approval.

All expense claims must be accompanied by relevant documentation - receipts, invoices, tickets, or other evidence of expenditure to be attached to the reimbursement form. If a receipt or tax invoice is lost or destroyed, then a Statutory Declaration detailing proof of purchase must accompany the reimbursement claim form.

Examples of reimbursement could include, but is not limited to, supplies for Board meetings, or refreshment costs for an established meeting between Board members and subject matter experts. Again, all expenditures must have prior approval or will not be reimbursed.

6.6 Board Member SelectionThe following tenets shall underpin selection of new Board members. The Board of HCC shall be of a composition, size and combined capability as are required for the Board to discharge its responsibilities and duties effectively


Procedures to select, appoint and re-appoint Board members must be formal and transparent at all times

Board selection processes shall give appropriate consideration to the potentially positive effects of a well-perceived appointment on the Association’s reputation and market standing

The following rules shall apply to the selection of Board members6.6.1. The Nominations & Governance Committee shall manage the identification and attraction of applications

for appointment as a Board member and subsequently recommend a final list of candidates to the full Board

6.6.2. Prior to recommendation to the Board, all nominees must sign a declaration that they are not disqualified from serving as a Board member and they are prepared to meet the Board’s performance standards

6.6.3. The Board shall appoint new Board members on the basis of the ‘fit’ of their skill sets and experience with the Board skills matrix defined in this Board charter (see 6.6.8)

6.6.4. New Board members will be elected by the members at the Annual General Meeting when vacancies on the Board arise due to the end of Board member terms of service. When a vacancy arises at any other time, the Board shall approve the appointment of a new Board member (see 6.6.5)6.6.5. The Board shall be free to make decisions about the appointment of new Board members in its own right

in the understanding that all new Board member appointments shall be listed in the Association’s annual report and members shall be entitled to challenge any such appointments at the Annual General Meeting

6.6.6. New Board members shall be obliged to resign from the Board if so demanded by the votes of 75% or more of the Association’s full membership after an appropriate ballot conducted at an annual general meeting in accordance with the Association's rules

6.6.7. The Board shall draw up and apply a skills matrix to guide selection of new Board members6.6.8. The skills listed in the matrix shall be set by the strategic needs and objectives of the Association, but the

following skills shall always be included; Strategic expertise Financial literacy Relevant legal knowledge Risk management People and change management Experience with financial markets Regional knowledge and/or presence Knowledge and understanding of the industries and domains within which HCC operates Any special skills and/or knowledge needed for compliance purposes

6.6.9. Where possible, selection of new Board members shall seek to maintain equal gender representation within the Board

6.6.10. Personal networks are valuable for identification of potential candidates for selection, but care must be taken to avoid the risks of ‘mateship’ and group thought

6.6.11. A background check must be done on all short-listed candidates prior to final recommendation of a short list to the full Board

6.6.12. All short-listed candidates must be willing and able to sign a declaration that they are not disqualified by ASIC or ACNC from holding office as a Board member and to provide Police Clearance as requested

6.6.13. Board members shall receive and sign an appropriate letter of appointment prior to being inducted into the Board. The letter of appointment shall detail: The term of their appointment; How they may gain access to information; Details of the Associations Deed of Indemnity and D&O insurance cover and The Board’s expectations of them.


6.7 Board Member InductionNew Board members shall be inducted into the Board and provided with the following information:

details of their role, responsibilities and the personal qualities required of a Board member formal policies on appointment and performance expectations;

official documents including: the rules of HCC the Association’s strategic plan; official policies of the Association and the Association’s Confidentiality Agreement and Code of Conduct.

details of all relevant legal requirements including: the ACNC Act (Commonwealth) the Incorporated Associations Act 2015 Occupational Health & Safety other employment-related statutory obligations a copy of this Board Charter; a copy of the governance procedure manual contact details and profiles of key people in the Association Minutes of the previous three (3) Board meetings A schedule of future Board meeting dates Other information that may be relevant

6.8 Board Member Professional DevelopmentHCC seeks to maintain a high level of consumer recognition and a reputation for excellence in its chosen markets. The Board is responsible for setting and nurturing the type of culture and organisational behaviours required to achieve these objectives. To this end, Board members must have or acquire the skills to lead the Association. Requisite skills comprise of:

Basic understanding of the law as it applies to the fiduciary and statutory duties of a Board member Knowledge and understanding of the role and functions of a Board member The basics of an NFP governance framework Leadership engagement People and change management Strategic planning Risk management Financial literacy Meaning and implications of insolvent trading Board effectiveness

Board members are encouraged to join the Australian Institute of Company Directors and to engage withits mandatory Director Professional Development program to maintain their understanding of currentinterpretations of good governance practices.

6.9 Board Member’s end of termIf a person ceases to be a member of the management committee through the ending of their term, resignation or death, it is a requirement that any association records they hold be delivered to a current member of the management committee as soon as practicable.

7. Documentation

Documents related to this policy


Related policies Health Consumers’ Council RulesFinance Committee CharterNominations & Governance CommitteeCode of ConductRisk Management PolicyExecutive Director – JDFDelegations of Authority

Forms, record keeping or other organisational documents

Board Skills MatrixAICD’s ‘Directorship Opportunities’ systemAgenda Pro-formaCircular Resolution Pro-formaMinutes Pro-forma

Reviewing and approving this policyFrequency Person responsible Approval

Every two (2) years Operations Manager/ Executive Director Management Committee

Policy review and version trackingReview Date Approved Approved by Next Review Due

1 August 2015 Management Committee 2017 2 November 2018 Management Committee 20193 May 2019 Management Committee May 2021

Appendix 1 Circular Resolution Pro-forma

MANAGEMENT COMMITTEE


MATTER FOR DETERMINATION BY CIRCULAR RESOLUTIONXXth Month YYYY

Dear Board Members We made a decision late last night to accept all complying nominations to the Committee (Board) received if we agree on the following good governance logic:

1. The Board has the power to manage the affairs of the Association and to take all reasonable steps to comply with the Act and Rules (Rule 26)

Therefore, I hope the Board can see the good governance and that we still meet the Rules intentions and I put forward the following for circular resolution: “The Board acknowledges that the 31 October 2017 nomination deadline means that nominations will be received less than 28 days’ prior to the notified AGM date as specified in Rule 32(2). By doing this there is no inconvenience or disadvantage to the members, nor to those nominating as all complying nominations will be accepted. For good management of the affairs of the Association the AGM will be remain on 8 November 2017 acknowledging the reasonable compliance with the intention of Rule 32 (2)” RECORD OF VOTING FOR THIS CIRCULAR RESOLUTION:

Committee member FOR AGAINSTDATE TIME DATE TIME

Tom Benson 26/10/17 9amJohn Burton 26/10/17 9amHailey Harrison 26/10/17 9amKylie Fryer 26/10/17 9amTony Addiscott 26/10/17 9amCheryl Holland 26/10/17 9am

A copy of this document shall be retained in the Minute Book of the Association for signature by the Chairperson of the Committee of Management at the first scheduled meeting of the Committee following the processing of this circular resolution. This document has been passed by all members of the Board who are eligible to vote.

Thank youTom BensonBoard Secretary

Appendix 2 Agenda Pro-formaHEALTH CONSUMERS’ COUNCIL BOARD MEETING

Agenda


Date: Day XXth Month Year

Time: 6:30pm

Place: Location; Address

Item Description Responsible Time

1 Acknowledgement of Country Chairperson 1 min

2 Present and apologies Chairperson 1 min

3 Declaration of Conflicts of Interest Chairperson 3 mins

4 Acceptance and signing of November Board meeting minutes Chairperson 5 mins

5 Review of Actions from previous meeting Chairperson 15 mins

6 Acceptance of new members Chairperson 5 mins

7 Executive Director’s Report Executive Director 30 mins

8 Occupational Health and Safety Executive Director 15 mins

9 Finance Committee Update Treasurer 10 mins

10 Nominations & Governance Committee Update Chair of Nom. & Gov. Committee 10mins

11 Membership Committee Update Chair Membership. Committee 10 mins

12 Risk Management Committee Update Chair of Risk Mgt Committee 10 mins

13 General Business All 14 mins

14 Next meeting: 25th December 2016 Board Meeting and Dinner Chairperson 1 min

Upcoming HCC Events17th January: Finance Committee

17th January: N&G Committee25th January: Risk Management Committee

Appendix 3 Minutes Pro-forma

HEALTH CONSUMERS’ COUNCIL


BOARD MEETING MINUTESHELD on Wednesday 27th January 2016 at 5:30pm

At Health Consumers’ Council – Unit 6, 40 Lord St PERTH

MEETING OPENED: ****pm. Acknowledgement of Country

Present

Name Position Held Name Position Held

Deputy Chairperson

Treasurer

Chairperson Member

Executive Director (ex-officio)

Minute-taker (ex-officio)

3.1 Apologies & Absent

ApologiesName Position

HeldReason

Absent: NIL

Declaration of Conflicts of Interest

Acceptance of the December 2015 Minutes and signing off of Board minutes

MOT IO N TH E BOA R D R ESOLV ED T O A DOP T T H E MIN U TES A S A T RU E A N D C OR REC T R ECO RD .

MOVE D : SE CO N DE D :

Review of Actions from Previous Meetings

Month Action Responsible Status

THE AC TI ON TA BLE W AS RE VI E WE D AN D UP D ATE D AS ABOVE – SEE UPDATED ACTION TABLE AT THE END OF THE MINUTES


Acceptance of New Members

New members report tabled.

MOT IO N TH E N EW MEMB ER S R EPOR T T A BLED A N D A C C EPT ED A S PR ESEN T ED .

M OVE D : SE CO N DE D :

Executive Director’s Report

Finance Committee and Report

The Treasurer provided

MOT IO N TH E F IN A N CE REPO RT I S A C C EPT ED A S PR ESEN T EDMOVE D : SE C ON D E D :

Risk Management Committee Update

Sponsorship Committee Update

General Business

Next Meeting: XXth XXXX xxxx from 5.30-7.30pm

Close

The meeting closed at

Minutes Approved By:_

Position Held: Date:

UPDATED ACTION TABLEMonth Action Responsible Status


Appendix 4 – Proposal Document

BOARD DISCUSSION & DECISION PAPERTitle:

Sponsor:[Date tabled]

DRAFT RESOLUTION:

SUMMARY:

BACKGROUND:

FINANCIAL IMPLICATIONS

FINANCIAL BENEFITS:

RECOMMENDATION:

===========================================================================The following people have been involved in the preparation of this Board Paper:
