POSITION TITLE: REMUNERATION: ROLE: TERM OF OFFICE: PRIMARY LOCATION: Company Director, Yarra Community Housing Ltd. No remuneration apart from reimbursement of expenses incurred in fulfilling duties Attending monthly Board meetings and membership of a Board Committee as well as participation in other meetings and events as required. Estimated at approximately 10 hours per month. Two years YCH Offices in Fitzroy (Napier St.) and Melbourne CBD ( 660 Elizabeth St). DATE PD ADOPTED: August 2012 1. BOARD VACANCIES The Board is currently seeking to fill three ( 3 ) vacancies prior to the Annual General Meeting in November 2012. The vacancies have arisen as a result of recent Director resignations and provide an opportunity to bring a new range of skills onto the Board that are now required as a result of the very significant growth and development of the organisation over recent years. 2. ORGANISATIONAL ENVIRONMENT Yarra Community Housing Ltd ( YCH ) is an independent, non-profit organisation that develops and manages affordable rental housing options for low income single person households as well as families YCH is incorporated as a public company limited by guarantee, is a registered charity and is governed by a Board of Directors that includes representatives from member organisations and tenants. As a registered Affordable Housing Association, YCH is emerging from a period of significant growth. As of August 2012 YCH manages 1700 units, owns $300 million in property assets, employs 85 staff and has an annual turnover of $15 million. YCH provides a full range of integrated housing services in the Northern and Western suburbs of Melbourne, and Geelong. These services include: Housing Information & Referral Crisis Housing Transitional Housing Longterm Affordable Housing Specialist housing models including Supportive Housing and Youth Foyer Community Development Projects 1 P a g e
3. YCH GOVERNANCE ENVIRONMENT YCH Directors exercise their duties and responsibilities within the following key governance structures. 3.1 CORPORATIONS ACT 2001 The duties and responsibilities of Company Directors to act in good faith and with due diligence and at all times in the best interests of the organisation are set out in this Act. 3.2 YCH COMPANY CONSTITUTION YCH is a public company limited by guarantee and is a registered Charity with Deductible Gift Recipient Status. The YCH Memorandum and Articles of Association provide the legal framework for the Company, sets out the powers of Directors and defines the rules and limitations under which these powers are exercised. The Constitution can only be changed with the consent of the majority of Company Members. 3.3 YCH GOVERNANCE POLICY The role of the Board of Directors, the relationship between the Board and the Chief Executive Officer, and the relationship between the Board and the operational arm of the organisation is defined by YCH Governance policy. This is a key document and contains the following sections. Governance Process Board CEO Linkage CEO Limitations Strategic Ends YCH Governance policy is regularly reviewed and amended by the Board to meet the changing governance needs of the organisation. It was originally developed on the governance principles developed by John Carver. 4. COMPANY MEMBERSHIP The YCH Constitution identifies the following two categories of YCH Members. Organisational Members These are organisations who provide health and welfare services to low income households, particularly single person households, who have support needs and are homeless or at risk of homelessness. These organisations have an interest in ensuring that YCH continues to provide housing options for their client groups. Currently there are 17 organisational members. Under the constitution Organisational Members elect 7 Directors and a quorum for a General Meeting requires 5 Organisational members to be present. Individual Members Until very recently YCH Governance Policy restricted Individual Membership to current YCH tenants. Now any interested individual who meets the eligibility criteria is allowed to apply. Currently there are approximately 100 Individual Members who are all YCH tenants. Individual Members elect 2 Directors. 5. CURRENT BOARD STRUCTURES 5.1 Board Structure The Board structure includes a maximum of nine ( 9 ) Directors elected by the Company Members and an option for the Board to co-opt an additional Director, making a maximum number of 10 Directors. Each Director is elected or co-opted for a term of two (2) years. The Chief Executive Officer is not a Director and currently YCH employs an external Company Secretary. 2 P a g e
5.2 Current Directors NAME OFFICE QUALIFICATIONS EMPLOYMENT AREAS OF EXPERTISE AND EXPERIENCE William Robb Chair; Bachelor of Finance and Commerce Commerce; Member Risk Master of & Audit Business Committee Administration Mark Daniels Vera Boston Richard Howard Peter Strack 3 P a g e 2003. Vice Chair; Convenor Governance Committee 2006. Convenor Risk & Audit Committee. 2005. Member Governance Committee 1998. Member Governance Committee 2008. Bachelor of Arts; Graduate Education; Graduate Urban Policy and Planning Bachelor of Arts; Librarianship; Masters of Public Policy and Management Bachelor of Occupational Therapy. Post Graduate Diploma in Health Administration. Mechanical Engineering; Graduate Community Development Retired. Previously employed as a senior commercial and finance manager. Currently Manager of Learning and Development at Social Traders. CEO, North Yarra Community Health. Senior Clinician at Community Homeless Outreach Psychiatric Service, St Vincents Health Services Community Support Worker, YWCA. Social Enterprise; Social Housing Management Organisational Management ; Social Policy Mental Health Services Housing Support Community Housing Housing Support
5.3 Meetings and Committees Board Meetings are currently held on the 2 nd Thursday of every month from 5.30 8.30 pm. and are located at 272 Napier St. Fitzroy. The current Board Committee structure is as follows: Governance Committee Finance and Audit Committee Risk and Compliance Committee Currently the roles of the Finance and Audit Committee and the Risk and Compliance Committee are combined in a single committee- the Risk and Audit Committee. 6. LEGAL PROTECTION FOR DIRECTORS 6.1 Constitution Directors are currently indemnified through the following general indemnity clause provided at clause 51 of the company s Constitution. 51. Indemnity The company indemnifies: (1) its office-bearers and directors, and (2) its employees and agents, against any liability incurred in that capacity (other than to the company or a related body corporate), unless the liability arises out of conduct involving a lack of good faith. 6.2 Directors and Officers Liability Insurance The Department of Human Services (DHS) provides YCH Directors with Directors and Officers Liability Insurance up to a maximum sum of $20 million. 6.3 Directors Deed of Indemnity An additional indemnity for each YCH Director is established through a Deed indemnifying each director individually. This indemnification is subject to the limitations of the Corporations Law and the YCH Constitution. The following is a key clause from the Deed document. Subject to clause 3, the Company indemnifies the Director against any and all Claims, except in respect of any Claim: for which a company is or would be prohibited from indemnifying an officer pursuant to the Corporations Act, including any Excluded Liability; or which is the result of any fraud, dishonesty, the commission of a criminal offence or breach of any director's duty owed to the Company, on the part of the Director. 4 P a g e
7. KEY SELECTION CRITERIA 7.1 CORE COMPETENCIES All YCH Directors are required to have the following core competencies. ROLE RELATED Knowledge of Directors duties and responsibilities An understanding of the legal duties and responsibilities of a Company Director as set out in the Corporations Act. Strategic Thinking and Planning The ability to analyse and problem solve at a strategic level and contribute to effective decision making. Financial Literacy The ability to read and understand YCH accounts, understand the financial reporting to the Board, the Financial KPM and the financial reporting requirements of YCH. Compliance and Risk Management Understanding of the legal and compliance environment of YCH and its compliance requirements. People Management Knowledge and understanding of current thinking on effective people management,employee engagement and staff remuneration PERSONAL Committed to YCH Values, Vision and Purpose Practical understanding and personal commitment to the organisations goals. Integrity Acting honestly and ethically and putting YCH s interests ahead of personal interests. Team Player Able to function effectively as a team member and respect agreed governance policy and processes. Independent Able, when required, to be curious and courageous, to think independently and to express an independent viewpoint. Emotionally Intelligent Ability to demonstrate self awareness and empathy for others. Ability to work well in a group, listen carefully and be aware of others emotional responses. Active Contributor A willingness to undertake the workload required to participate effectively. 5 P a g e
7.2 AREAS OF SPECIALIST SKILLS AND EXPERIENCE The Board is seeking to fill the current Director vacancies with individuals with one or more of the following six areas of specialist skills and experience. Governance and Leadership Significant experience as a Company Director ( 5 years or more ), significant experience as an organisational leader, formal qualifications ( eg. AICD graduate ), demonstrated interest and involvement in the areas of governance and organisational leadership. Social Housing Sector Significant experience at a senior level, formal qualifications and demonstrated track record of success in managing a social housing portfolio or developing and implementing social housing policy. Property Industry Significant experience at a senior level, formal qualifications and demonstrated track record of success within the property industry as a property developer, property financier, project manager, builder, asset manager or facility manager. Financial Management Significant experience at a senior level, formal qualifications and demonstrated track record of success as an accountant or financial manager. Consumer Participation Significant experience, formal qualifications and demonstrated track record of success in the area of consumer consultation and participation ideally within the mental health, health or homelessness sectors. Strategic Human Resource Management Significant experience at a senior level, formal qualifications and demonstrated track record of success in the Human Resource area. 6 P a g e
ATTACHMENT 1. VISION AND PURPOSE The following Vision and Purpose Statement is from the YCH Strategic Plan 2010-2013 OUR VISION FOR THE WORLD Our vision is for a world where every person has access to a safe, secure and affordable home; a world where human rights are upheld, all people are welcomed and diversity is celebrated; a world where every person has a real opportunity to live out their hopes and dreams - regardless of income or disability; a world where the focus of society and governments is on the health and happiness of the whole person; a sustainable world that can support the hopes and dreams of future generations. OUR CONTRIBUTION TO THIS VISION WHAT WE WILL DO We will provide innovative services for people who have experienced homelessness and create flexible pathways into homes and communities. We will develop and manage an increasing supply of housing that is affordable, sustainable, and safe; that is well designed and maintained and meets the changing needs of a diverse community. We will do more than just providing affordable housing - we will create opportunities for the people who live in our housing to participate in decision making, build social connections, gain access to community resources, develop confidence and skills, discover their gifts and talents and contribute to their community. We will work in partnership with others to change community attitudes and government policy and ensure that access to good quality and affordable housing is upheld as a basic human right. OUR VISION FOR YARRA COMMUNITY HOUSING WHAT WE WOULD LIKE TO BECOME... Our vision is for YCH to be a place that is vibrant and dynamic; that is innovative and open to new ways of thinking and acting; that is continually evolving and has the people, systems and resources to achieve it s vision in a way that is creative and sustainable; where people feel welcomed and affirmed for who they are and are motivated to achieve exceptional outcomes; where we enjoy what we do and celebrate achievement; where we live out our values and speak out strongly to protect the rights and interests of low income members of our community. 7 P a g e
ATTACHMENT 2. VALUES ( WHAT WE BELIEVE ) These values are our underlying beliefs or philosophies. They are a description of the way we see the world and what is most important to us. They are the basic principles that will guide and shape the way we think and act. This includes the way we provide services to tenants, the way we treat each other within the organisation and the way we relate to the wider community. Respect Every person is unique and of equal value and has the right to be treated with understanding and respect. Fairness Every person in our community should have access to a fair share of opportunities and resources this includes, as a starting point, access to good quality, secure and affordable housing. People should be treated fairly and equally despite their age, sex, race, religion, sexual orientation, status or income level. Responsibility People and organisations should take responsibility for their actions and for the consequences of these actions for other people. Care People have a responsibility to care for others and to do what they can to ensure others are kept safe from harm. Honesty People and organisations should tell the truth, admit mistakes and provide information openly. Participation Every person has the right to participate in decisions that affect them and to have power in shaping their lives. When people have a sense of personal power they are more motivated to act responsibly and to contribute to creative problem solving within organisations and communities. Community People benefit from having a sense of identity and belonging - this sense of belonging is closely linked with the development of a network of friendships and supportive relationships. Everyone should have the opportunity to be part of a community. Co-operation People and organisations benefit from working in co-operation with others. By working together in partnership people and organisations can achieve much more than by working alone or in competition. Learning People and organisations benefit from an ongoing commitment to learning new things - through thinking about what they do, finding answers to questions ( research ), listening to the ideas and experience of others and putting new ideas into action. Innovation The rapidly changing world requires people and organisations to regularly evaluate current ways of doing things and to develop creative, new solutions. These new solutions need to build on past experience. Sustainability People and organisations have a responsibility to use resources in a way that is healthy for our planet and for future generations. This includes resources such as land, water, energy, buildings and money. Excellence People and organisations working in the non-profit sector should strive for excellence in all aspects of their work. 8 P a g e