Board Charter

This Board Charter clarifies the role and functions of the Board of Directors in keeping with the overall responsibility under the Constitution and Strategic Plan to control and manage the overall direction, effectiveness, supervision and accountability of NoosaCare.

The aim of this Charter is to recognise explicitly the Board’s fiduciary and statutory responsibilities for the appropriate stewardship of NoosaCare and its resources. It is also in place to ensure clarity for Board members of the expectations which the Board places on its members, for the better performance of the Board and of NoosaCare.

STATEMENT OF VALUES

All Directors agree to be accountable to the Board as a whole and will:

• Uphold the philosophy and values of NoosaCare.
• Engage in informed, business-case led decision making.
• Strive to achieve rigor and robustness in discussions and engagement with management, particularly around projects and the attendant risks.
• Critically assess the composition of the board to create a balanced diversity that ensures alternative perspectives are explored and considered systematically.
• Adhere to the relevant policies and procedures.
• Foster a culture of open disclosure, partnership, learning and continuous improvement.
• Manage conflicts of interest in a transparent and rigorous manner.
• Respect the spirit as well as the letter of the law.
• Safeguard the contents and confidentiality of all Board materials, documents and information in the interests of NoosaCare.

SPECIFIC FUNCTIONS

As the body ultimately responsible for the governance of NoosaCare, the Board’s role consists of the following major functions:

• Strategic planning – review and approve strategic direction and initiatives.
• Organisational governance – approve policies, plans and budgets to achieve strategic objectives, and monitor performance against them.
• Compliance monitoring – ensure compliance with the Constitution, strategic plan and the broader objectives and values of NoosaCare.
• Regulatory monitoring – ensure compliance with all relevant laws and regulations.
• Financial monitoring – review NoosaCare’s budget and monitoring budget management and performance to ensure solvency and financial strength.
• Financial reporting – approve financial statements and required reports to the Australian government and to NoosaCare’s membership.
• Organisational structure – oversee organisational structure and the framework of delegation and internal control.
• Stakeholder communication – communicate openly and transparently with all relevant stakeholders, particularly including members, residents and staff.
• Leadership engagement – select, evaluate and reward the performance of the CEO; and dismiss where necessary.
• Succession planning – oversee succession planning for the Board, CEO and senior executive.
• Risk management – review and monitor the effectiveness of risk management and compliance.
• Dispute management – manage conflicts that may arise within NoosaCare beyond those that are appropriately managed by the CEO.
• Board performance and composition – evaluate and improve the performance of the board and relevant committees.
• Clinical Governance – oversee clinical practice quality and safety, including through review of clinical risks and mitigation strategies, and benchmarking against industry best practice.

REVIEW

This Board Charter will be reviewed annually by the Board and, where appropriate, shall be modified to properly reflect the operation and role of the Board.