Corporate Governance Report

as at 30 June 2017

This statement outlines the current Corporate Governance practices used within The Tipping Foundation.

As at 30 June 2017, The Tipping Foundation is formed by two separate legal entities, The Tipping Foundation Ltd. and Victorian
Person Centred Services Inc. (trading as Vista).

The two Boards consist of an identical composition of Directors and individual meetings are held with separate agendas.

The Company Secretary, Alison Brideson, retired in March 2017 and we welcomed Jacqui Wilson as Alison’s replacement. The Company Secretary attends all Board and Committee meetings and is responsible for the agenda and minutes of the Board and Committee meetings. The Board and the Board Committee members use the Boardworks iPad application for access to papers and documents.

The Chief Executive Officer and Chief Financial Officer attend all Board meetings. Senior management, operational staff
and representatives of external organisations attend Board and Committee meetings at the invitation of the Chair. The Chief Executive Officer attends all Committee meetings unless the meeting is required to be held in confidence.

Corporate governance reportThe Tipping Foundation Ltd.

The Tipping Foundation Ltd is a Company Limited by Guarantee bound by a Constitution and the provisions of the Corporations Act. As at 30 June 2017 it has a membership of 26 (including six Life Members).

The Board is responsible for the overall governance of the organisation including its strategic direction, establishing goals for management and monitoring the achievement of those goals.

During the year Candice Charles was appointed Chair (November 2016) replacing Geoff Donovan. We also welcomed new Board Members Andrew Sando (October 2016) and Chris Edwards (April 2017).

The Board has a Corporate Governance Policy, a Conflict of Interest Policy and a Code of Conduct. The Company Secretary maintains a record of Board Members’ interests and the register is noted at the commencement of every meeting. The number of meetings and attendance of Board Members at Board meetings is detailed in the following tables.

Victorian Person Centred Services Inc.

Victorian Person Centred Services Inc

Victorian Person Centred Services Inc. (trading as Vista) is an Incorporated Association bound
by a Constitution. It has a membership of 18.

The Board is responsible for the overall governance of the organisation including its strategic direction, establishing goals for management and monitoring the achievement of those goals.

The Board has a Corporate Governance Policy, a Conflict of Interest Policy and a Code of Conduct. The Company Secretary maintains a record of Board Members’ interests and the register is noted at the commencement of every meeting.

The number of meetings and attendance of Board Members at Board meetings is detailed in the following table.

Evaluation of Board Performance

A program of annual Board evaluations has been developed by the People and Governance Committee.

In camera critiques are held at the conclusion of meetings to discuss and assess Board performance.

Board Committees

The Boards of both organisations have established joint committees to provide advice and recommendations to the Boards.
No Board Committee holds delegated powers and can only make recommendations to the individual Boards for approval.

As at 30 June 2017 the Boards had the following standing committees:

  • Audit and Risk Committee
  • People and Governance Committee (incorporating Nominations and Remuneration)
  • Practice and Quality Committee

All Committees have formal Terms of Reference that are reviewed annually. The Committees report to the Board meeting immediately following each respective Committee meeting.

The purpose of each Committee is set out in the Corporate Governance Policy.

Audit and Risk Committee

Audit & Risk CommitteeThe role of the Audit and Risk Committee (as at 30 June 2017) is to assist the Boards of Directors in fulfilling their governance responsibilities to independently verify and safeguard the integrity of the Foundation’s financial reporting and duties and responsibilities to the people we support, and to provide independent assurance to the Boards on the appropriateness of the Foundation’s risk management strategy and action plans.

The Committee is composed of Directors from both Boards and two Independent Members appointed for their skills and expertise in a particular area (in accordance with the Constitutions of both organisations). As at 30 June 2017, the Committee is chaired by Peter Williams (a Board Member of both The Tipping Foundation and Vista) and comprises John Rowan and an Independent Member Henry Reynolds.

The Board Chairs attend the meetings ex officio.

The number of meetings and attendance of Board Members at Board meetings is detailed in the following table.

Internal Control

Strategic and Business Planning

The performance of the organisation in the delivery of the corporate objectives enumerated in the Strategic Plan, 2016-2020, is monitored by the Boards through detailed monthly, quarterly and annual reporting processes.

Financial Reporting

The organisation undertakes a comprehensive budget process with approval of the annual budget by both Boards in June. Monthly actual results are reported against budget and revised forecasts for the year are prepared regularly.

Internal Audit

The Board, through the Audit and Risk Committee, has approved an internal audit program delivered by an independent consulting firm.

Capital investment

The Board is responsible for the oversight of the investments of the organisation and has approved clear guidelines for capital expenditure and control of expenditure through Delegations of Authority.

Corporate Governance Policies and Compliance

The Board has approved a suite of Corporate Governance Policies which are subject to regular review. Delegations of Authority and the implementation of an organisational Compliance Schedule have been introduced.

Risk Management

The organisation has implemented a strategic and operational risk framework. This includes the use of a software program to manage the risk profile of the organisation. The Board through the Audit and Risk Committee receives regular reports on the status of risks recorded across the organisation.

Occupational Health and Safety

The organisation has implemented a comprehensive plan to handle all aspects of Occupational Health and Safety. The Board through the Audit and Risk Committee receives regular reports on the status of the implementation of the OHS plan across the organisation.

Insurance

The organisation maintains comprehensive insurance policies and manages its claims profile across the insurance portfolio. All Directors of the organisation are provided with additional protection under a Deed of Access and Indemnity.

People and Governance Committee

People and Governance CommitteeThe role of the People and Governance Committee is to assist and advise the Boards in fulfilling its responsibilities to members of The Tipping Foundation and Vista on:

  1. Governance
  2. Matters relating to succession planning, composition, structure and operation of the Boards;
  3. Matters relating to the Chief Executive Officer succession planning appointment, selection, remuneration and performance and senior executive matters when requested by the CEO;
  4. Other matters as required.

The Committee is composed of Directors from both Boards.

The numbers of meetings and attendance at Committee meetings is detailed in the following table.

Practice and Quality Committee

The role of the Practice and Quality Committee is to assist and advise the Board of Directors on how to fulfill their responsibilities to members of the Foundation and its clients on matters relating to assuring a culture that delivers improved client outcomes that are sustainable for the client, family and organisation.

The Committee is composed of Directors from both Boards and three Independent Members appointed for their skills and expertise in a particular area in accordance with the Constitutions of both organisations.

Geoff Donovan

Chair, The Tipping Foundation Ltd. – until November 2016

Candice Charles

Chair, The Tipping Foundation Ltd – from November 2016

Margot Druce

Chair, Victorian Person Centred Services Inc.

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