GOVERNANCE Section 1 – Procedure 1 Date of Issue: January 2013 Date of Review: January 2015
Procedures 1.
Internal Controls The COM should set and maintain standing orders, policies and procedures, and systems of financial control, internal control, and performance reporting. The COM should ensure that there is a system for the regular review of the effectiveness of its financial control, internal control, performance reporting, and policies and procedures.
2.
Managing Risk The COM should undertake a full risk assessment (either periodically or on a rolling basis) and take appropriate steps to manage the organisation’s exposure to significant risks. The COM must regularly review the risks to which the organisation is subject, and take action to mitigate risks identified.
3.
COM Review The COM should ensure that there is a system for the regular review of its own effectiveness in meeting its responsibilities.
Responsibilities 4.
Continuous Quality Improvement In order to achieve high quality care to clients, the COM is committed to continuous quality improvement and the fulfilment of its compliance responsibilities in all aspects of the organisation and includes COM, Executive Officer, all employees and contractors.
5.
Governance Process In executing its governance responsibilities the COM will ensure that the values and objectives of the organisation are maintained. In addition, the COM is committed to ensuring that the governing process is based on:
Sound ethical principles
Outward vision that reflects the changing needs of BINSA’s clients and consistent with general National and State Disability Policy
Encouragement of diversity of opinions and views
Strategic leadership
Collective decision making
Clarity of management delegations.
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6.
Office Bearers Role and Responsibility Chairperson In addition to the duties prescribed in the BINSA Constitution, the Chairperson is responsible for:
Leading and guiding COM members, ensuring a high level of morale and commitment
Directing procedures and processes as well as guiding discussion and decision making, for all COM and General meetings and the Annual General Meeting
Advising the COM on matters of governance, including conflicts of interest
Preparing a summary of the COM’s activities for inclusion in the organisation’s Annual Report.
Providing support to the EO including the management of grievances and disputes when required
Monitoring and reporting on the annual evaluation of the COM performance
Monitoring and reporting on the annual performance appraisal of the Executive Officer
Assisting in the induction of new COM members.
Vice Chairperson The Vice Chairperson shall act for and have the powers, duties, rights and obligations of the Chairperson in his/her absence.
7.
COM Induction In accordance with the BINSA Induction Policy as well as:
Newly appointed COM members will receive the following Governance Annexure: o The BINSA Strategic Plan 2010– 2014 o BINSA Risk Management Policy o BINSA Risk Register o Business Management Plan o Disability Action Plan
New COM members will meet with the Chairperson and the EO to discuss governance issues. Within one month of their appointment, new COM members will be given the opportunity to meet with the EO and other staff to discuss service delivery and operational issues.
8.
Conflict of Interest In accordance with the BINSA Code of Conduct, Ethics and Conflict of Interest Policy A member of the COM who has a financial or personal interest in a contract, or proposed contract with the BINSA must, as soon as he/she becomes aware of his/her interest, disclose the nature and extent of his/her interest to the COM. See Attachment A – Declaration of Conflict of Interest.
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The member must not take part in any decision of the COM with respect to the contract but may take part in deliberations with respect to the contract, unless the COM determines otherwise in a particular case. Disclosure of interests by COM members where appropriate will ensure a clear separation of governance responsibilities by COM.
9.
Monitoring of the Executive Officer’s Performance The EO is responsible for providing adequate, accurate and timely reports that allow the COM to make decisions about the operation and strategic directions of the organisation. The COM expects the EO to perform responsibly in:
10.
Ensuring the provision of quality services in line with strategic objectives, policies and relevant regulatory requirements
Developing and managing systems that promote a culture of continuous improvement across the organisation
Ensuring the organisation adheres to sound ethical and professional standards in the areas of organisational management, corporate governance and service delivery
Establishing and maintaining effective relationships with all key stakeholders
The Chairperson of the COM will ensure that a performance appraisal for the EO is conducted annually.
Financial Position of the Organisation The COM shall not allow or cause the BINSA resources to be invested in a manner that threatens the financial security of the organisation and shall set prudent levels for financial liabilities and reserves. With respect to the actual and ongoing financial position and activities, the EO is responsible for ensuring all levels of expenditure are made in accordance with agreed service budgets and strategic priorities. In addition, the EO shall take all reasonable steps to ensure that other resources used by the organisation are appropriate for the goals and objectives of BINSA and those they meet all regulatory standards.
11.
Delegation of Authority The COM approves the following delegation to the EO of BINSA to make decisions and incur expenditure in the normal performance of her/his duties. The EO may in turn delegate or as the COM decides, delegate to suitable staff. The authority which is delegated to the EO, in her/ is absence will be allocated to the person who is approved to the higher duties/acting position. The delegations made in this policy are based on the following principles:
The delegations are made to the position rather than specific person i.e. a person formally acting in a position can exercise the delegations made to the position.
Delegates may not further delegate their powers.
Delegations are granted provided there is compliance with BINSA Policies and Procedures.
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All delegations are granted and exercised provided they are in accordance and conjunction with all Statutory Regulations and other policies as determined by the BINSA COM from time to time.
The authority which is delegated to the EO, in her/his absence may be allocated to whoever is approved by the COM.
Authority to Incur Expenditure: Executive Officer Authority to incur expenditure for and on behalf of the organisation
There are no limits in relation to normal operating expenditure provided it is within the organisation’s budget
Any abnormal operating expenditure in excess of $10,000 must be reported to the COM, to seek their approval
In the event that the EO is required to exceed these delegations prior to a meeting of the COM, the authority of two (2) members of the Board must be obtained and details submitted at the next COM meeting for ratification
In respect of additional and replacement equipment, and new minor works, not prescribed in the annual budget a maximum of $5,000 for any one item has been approved.
Procurement Authority to Order Goods and Services The ordering of goods and services incur expenditure on behalf of BINSA. Where payment is made using a credit card/transaction card, a copy of the invoice must be attached to the relevant statement. Expenditure must be authorised by the EO prior to payment. The following staff are authorised to order goods and services:
The Executive Officer
The Coordinator Administration
Staff using petrol transaction card.
All accounts will be authorised by the EO prior to payment. Ordering of goods and services must not exceed authorised expenditure previously detailed in this policy and procedures document. In general, the purchase of goods and services will be identified through the following planning processes:
Annual Business Plan (Linked to the Strategic Plan)
Capital Replacement Schedule
OH&S requirements.
Unplanned purchase proposals may arise due to unexpected service developments and/or opportunities, equipment breakdown or changes to legislative requirements. The EO will make recommendations to the COM based on the merit and affordability of the proposals.
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The purchase proposal form identifies:
Description of the goods/services required
Rationale for purchase
Organisational benefits
Cost/Benefit Analysis
Risk identification and management plan.
Selection of Supplier Purchases of goods or services valued up to $5000 may be authorised by the EO. Purchases of goods or services valued at more than $5001 require three written quotations. Payment
Payment for goods and services will be made on presentation of an invoice, provided that the goods/services meet the agreed requirements.
Payments will be processed in accordance with recognised accounting standards and treasury guidelines.
Authority to Sign Cheques Authority for any two (2) persons identified as approved signatories to be signatory on cheques. On-line payments require the independent authorisation or 2 persons (usually the Accountant and the EO. Negotiation of Funding and Service Agreements Funding and Service Agreements are formal contracts used by State and Federal Government Departments and various other sources to establish clear legal, financial and service obligations and expectations for both themselves as the Funder and BINSA as the provider. In addition, the Funding and Service Agreement covers information expectations and requirements negotiated between the EO and the Funding Body and ratified by the COM. The Funding and Service Agreement once signed by the Chairperson of the COM and as required the EO or the Public Officer and the Funding Organisation will be filed with the EO in the Funding and Service Agreements File. Administrative Delegations All Administrative delegations can be executed by the EO: DELEGATION
TO WHOM
Annual Leave
EO(EO)
Annual Leave in Advance
EO
Annual Leave Pay in Advance
EO
Conference/Seminar attendance
EO
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12.
DELEGATION
TO WHOM
Interstate travel for staff
EO
Higher Duties
EO
Exchange of clients/case files
EO
Leave Without Pay
EO
Long Service Leave
EO
Media releases
EO/Public Officer
Overtime
EO
Recruitment & Appointment of staff with Board Approval
EO
Sick Leave
EO
Study Leave
EO
Timesheet certification
EO
Vehicle use – private
EO
Communication and Support to the COM The EO shall ensure that the COM is informed and supported in its work, and members can expect to be provided with:
13.
Information and reports in a timely, accurate and understandable manner that addresses the various issues which need to be monitored by the Management Committee
Financial reports that highlight significant trends and variations
Data relevant to benchmarks and measures agreed by the COM
Information regarding significant trends that have implications for COM decisions
Information about policy issues or changes affecting the premises upon which the COM policies are based
Information about any conflict or dispute that could result in litigation against BINSA
Reports that reflect a range of viewpoints, issues or opinions so that they can make informed decisions.
Executive Officer’s Emergency Succession The COM needs to safeguard BINSA from sudden or unexpected loss of the services of the EO. Ideally there should be at least one person who is capable of assuming the EO’s role and tasks and who is familiar with the COM’s issues and priorities. Alternatively, the COM will fill any unexpected vacancy with a suitable external interim appointment.
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See OH&S Policy 13 for Emergency/Crisis response for Business Continuation in the event of disruptive events.
14.
Treatment of Staff The COM has an obligation to the staff and volunteers of BINSA to ensure they are provided with working conditions that are safe, fair and comply with the relevant industrial regulations. The COM shall therefore ensure that:
15.
A fair and equitable grievance policy has been developed and that staff and volunteers are aware of their rights under this policy. This includes the right to bring a grievance to the COM, through the Chairperson, when the correct internal channels have been exhausted without resolution. See Staff Grievance and Complaints Policy Section 4 Policy 8, and Complaints Policy in Section 2 Client Policy 6.
Effective personnel policies have been developed that protect staff and volunteers from unfair practices or discrimination
Systems are in place to ensure the organisation meets its obligations under workplace/employment legislation.
Consultation The COM must ensure that the organisation has developed effective systems for consulting with key stakeholders so that their views and opinions can be accurately reflected in organisational operation, service planning and development.
16.
Organisational Credibility The COM shall not approve or in any way support any public action or activity that brings the organisation into disrepute. COM members shall not:
17.
Make or support any statements to the media or any other public arena that are derogatory or in any way damaging to BINSA or any of its service users
Endanger the public image or credibility of the organisation, particularly in ways that could hinder the achievement of its strategic objectives
Engage in any public role or activity that is inconsistent with the achievement of the organisation’s values and objectives.
Relationship with Funding Bodies A positive relationship with funders is vital to the ongoing success to BINSA. These arrangements are with the Commonwealth, state government and other relevant funding bodies. Accordingly, the COM shall ensure appropriate policies and procedures are in place to protect the political and financial nature of that relationship without compromising the organisation’s independence and autonomy as a non- government organisation.
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18.
Environmental Protection This policy framework aims to:
Reduce the adverse impacts of the organisation’s activities on the environment
Support measures which protect the environment, especially the health of staff and service users
Promote the organisation’s environmental principles and discourage the types of behaviour which might be detrimental to those values.
Environmental Principles The COM of BINSA supports the following principles and will encourage their application across all the BINSA operations:
Conservation of energy produced by non-renewable resources
Conservation of water resources
Promotion of the use of environmentally friendly cleaning products and other substances
Ensuring the correct and safe disposal of all waste substances
Minimising waste generation through reduction, reuse and recycling
Minimising pollution
Implementing procurement procedures that adhere to these environmental principles.
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Attachment A Declaration – Conflict of Interest Family Name: ________________________________________________________
Other Names: ________________________________________________________
1.
I understand and acknowledge that it is a requirement of my nomination for election to the COM of the Brain Injury Network of South Australia (BINSA) that I fully disclose to the best of my current knowledge, any situation which may lead to a potential or actual conflict between my duty to BINSA in relation to any aspect of my personal, professional, business or other interests ("personal interests" include the interests of any business associate or immediate family member).
2.
I understand that it is a condition of my involvement with the COM of BINSA that I must immediately declare any situation that may later arise or come to my attention, which represents a conflict of interest between my duty to BINSA and my personal, professional, business or other interests.
3.
I understand that in making this declaration I must either confirm that I know of no current situation that places my personal, professional, business or other interests in conflict with my duty to BINSA (Part A) or disclose such information honestly and fully (Part B).
4.
I acknowledge that I have read BINSA’s policy on Code of Ethics, Conduct and Conflict of Interest).
Signature: Date:
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Part A - No Known Conflict A. I confirm that at the time of signing, I am unaware of any conflict of interest between my duty to (BINSA) and my own personal, professional, business or other interests and I undertake to draw to the attention of the COM of BINSA, any situation which may later arise that could lead to a conflict of interest between my duty to BINSA and my personal, professional, business or other interests.
Signature: Date: or
Part B - Disclosure (Interests, appointments and other matters requiring disclosure) B.
I disclose the following interests and I undertake to draw to the attention of the Brain Injury Network of South Australia (BINSA) any situation which may later arise that could lead to a conflict of interest or potential conflict of interest between my duty to BINSA and my personal, professional, business or other interests. (BINSA will only use the disclosures made in this declaration for the purposes of BINSA and will otherwise comply with the Information Privacy Principles under the Privacy Act in relation to the disclosures). Interests: ___________________________________________________________ ___________________________________________________________ ___________________________________________________________
Signature:
Date:
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