Governance Role Policy and Procedures

Transcription

1 Governance Role Policy and Procedures Policy number Approved by :CEO Version 1 Scheduled review date 28/3/2018 Created on 28/3/2017 POLICY STATEMENET This policy will provide an overview of the governance of the organisation, the corporate structure and allocation of responsibilities. We acknowledge that in order to ensure effective and sustainable governance it is critical the governance role is clarified so that there is a shared understanding between the members of the Committee of Management. SCOPE This policy applies to all Committee Members of Beata. PRINCIPLES Beata s Committee of Management has elected to separate the complementary but distinct roles of governance and management, and to delegate authority to the CEO and divisional managers for all operational management issues. The Committee has established though documented policy, protocol, position descriptions and employee agreements the reporting accountabilities and responsibilities for operational management of each division and/or program area. P O L G o v e r n a n c e R o l e P a g e 1 6

2 PROCEDURES 1 CORPORATE STRUCTURE 2 ALLOCATION OF RESPONSIBILTIES AND ACCOUNTABILITY AND REPORTING Board of Directors: Consist of three owners of the organisation who also have management roles and responsibilities. Director 1: Reasmey Sab also an RN, Program Manager and CEO Director 2: Chanrangsey Sim also an RN, Program Manager Director 3: Phong Neang- also as CFO Committee of Management (COM): Members consist of the board of directors, CEO, CFO and the Program Manager. The purpose of the committee of management is to establishing and endorsing the policy frameworks and strategic direction for the organisation, and monitoring legislative and regulatory compliance. The Committee provides strategic rather P O L G o v e r n a n c e R o l e P a g e 2 6

3 than operational leadership, and has established a clear distinction between the roles of the Committee of Management and the CEO and operational division managers. The CEO will act as the chairperson and the Program Manager (Chanrangsey Sim) will act as the secretary. The COM meeting will occur on a monthly basis. Quality Committee (QC): - Members consist of the CEO and Program Managers - The purpose of this committee is to provide a structure for planning, implementing, evaluating and continuous improvement for the organisation s systems and processes. - The Quality Committee will cover all areas of operation including clinical care and OHS. - The quality committee meeting will occur on a monthly basis. Chief Executive Officer (CEO): The CEO will have the responsibility for the overall operations of the organisation. The CEO will manage and coordinate the activities of the organisation by having the delegated authority to make executive decisions for the operational and strategic management for the organisation. The CEO will have direct supervision over the CFO and Program Manager. Chief Finance Officer (CFO): The CFO is responsible for the financial management for the organisation as well as assisting the CEO and the committee of management with providing financial recommendations for business development and ensuring financial policy and procedures are in place. The CFO will report to the CEO and is responsible for the direct supervision of the Program Manager s financial management. Program Manager: The Program Manager is responsible for reporting to the CEO and accountable for the supervision of the performance of Personal care workers, nurses and volunteers s performance. Responsible for the human, financial and resource management and ensures compliance with the home care common standards and legislative requirement. Conducts internal audits to ensure compliance and implement risk management strategies in accordance to the continuous improvement plan. Responsible for approving the client s individualized budget and tracking on changes to the client s budget and reporting to the CFO and monitoring expenses. P O L G o v e r n a n c e R o l e P a g e 3 6

4 Directly supervises a team of Personal Care Workers, Registered Nurses, volunteers and contractors. Responsible for the management of care coordination and service delivery and providing clinical support for clients with complex care needs. Roles and Responsibilities of each position within the organization is defined in the position description on entry to employment or application to become a member of the organization. 3 COMMITTEE MEMBERS ROLE The Committee Members of Beata accept that the Constitution gives to them legitimate authority to act on behalf of the Members in determining and demanding appropriate organisational performance. The Committee Members acknowledge that effective performance requires a shared understanding of the role of the Committee, and a shared vision for the future of the organisation. Acceptance of nomination as a Committee Member of the organisation is seen as tacit agreement by that person of acceptance and acknowledgement of a personal responsibility to ensure he/she is familiar with the organisation s constitutional rules; stated mission and values; strategic plan; governance policies, quality management system and delegations of authority; and of the individual s responsibility to read and understand all financial reports. 4 DELEGATION BY RESOLUTION All Committee Members of the organisation have an equal role in representing the organisation in the public arena, unless that role has been specifically designated to the Chairperson/President. Delegations to particular Committee Members to act on behalf of the organisation in negotiations, functional tasks and/or promotional activities in accordance with their particular fields of experience and skills set, will be formalised by resolution and documented in the Minutes of Meeting. 5 SEPERATION OF CONSTITUTIONAL POWERS The Committee of Management of Beata has determined that its role will be one of governance, establishing and endorsing the policy frameworks and strategic direction for the organisation, and monitoring legislative and regulatory compliance. The Committee provides strategic rather than operational leadership, and has established a clear distinction between the roles of the Committee of Management and the CEO and operational division managers. 6 CONSTITUTIONAL RESPONSIBILTIES The separation of powers notwithstanding, the Committee accepts that the Constitution gives to the elected Committee Members the legitimate authority and responsibility for ensuring all legal, fiduciary and constitutional requirements are met. These responsibilities are specified in the Governance Responsibilities Policy, and cannot be delegated. P O L G o v e r n a n c e R o l e P a g e 4 6

5 7 UNITY OF CONTROL Only decisions of the Committee of Management acting as a whole are binding on the CEO and operational division managers. Therefore, decisions or instructions of individual Committee Members are not binding on managers unless the Committee has specifically delegated such authority to that Committee Member. In the case of Committee Members requesting information or assistance from staff members without Committee authorisation, the operational division manager may refuse such requests that require a significant amount of staff time, material or financial resources, or are disruptive to responsible operational management. 8 CODE OF ETHICAL CONDUCT As a demonstration of good faith and personal commitment, each Committee Member will sign the Director s Declaration, which commits them to compliance with Beata s Code of Conduct and Ethics. 9 THE CHAIRPERSON The elected Chairperson/President (CEO) has a role in assuring the integrity of the Committee s decision-making processes, and has a responsibility to ensure all deliberations are fair, open and thorough, but also timely, orderly and kept to the point. The elected Chairperson is responsible for ensuring the Committee of Management meetings address the Agenda in a timely way, and are not sidetracked with superfluous issues. The Chairperson is responsible for ensuring all resolutions put to the meeting are decided by a majority of votes. The authority of the Chairperson is limited to that conveyed through the corporate governance policy frameworks LIMINTATIONS OF AUTHORITY The elected Chairperson has no authority to make decisions that conflict with Beata s corporate governance policies, and has no unilateral authority to personally supervise or direct the CEO or operational division managers unless that power has been conferred upon that individual through a resolution at a Committee of Management meeting. THE SECRETARY The Secretary is responsible for ensuring the Register of Members is maintained by the organisation in accordance with legislative requirements, and for ensuring the appropriate regulatory authority is notified about any changes related to the composition of the Committee. The Secretary is also responsible for maintaining the Minutes Book, and for receiving correspondence inwards and for preparing outward correspondence on behalf of the Committee of Management. P O L G o v e r n a n c e R o l e P a g e 5 6

6 EXPECTED OUTCOME 100% of COM members personnel files contained signed Declaration confirming their acceptance of the organization s Code of Conduct and Ethics. COM meeting minutes include reference to performance reports and recommendation, including actions action. 100% of declared conflict of interest have been included on the Declared Conflict of Interest Register. 100% of COM members have signed Induction Checklist, confirming their understanding and acceptance of their leadership and governance role. Related Documents: Corporate Governance Documents: 2.01 Allocation of Responsibilities Corporate Governance Documents: 9.01 Corporate Chart Corporate Governance Documents: Report and Escalation Scale. Agreements and Disclaimers: DOC 2.09 Code of Conduct and Ethics Corporate Governance Documents: Mission and Values Statement References: Constitution Corporations Act 2001/Associations Incorporation Act 1981 Australian Standard AS 8000: Corporate Governance: Good Governance Principles P O L G o v e r n a n c e R o l e P a g e 6 6