Board of Governance
Ballan District Health and Care is administered by a Board of Directors, all of whom are volunteers drawn from leadership roles within the corporate and social sectors of the community. The volunteer members of the Board of Governance oversee the strategic direction of the hospital.
Lyn Gunnell, Board President (above) leads the Board of Goverance team:
Neil Eastwood (Senior Vice President), James Hay (Junior Vice President), Ian Boyle (Treasurer), Robert Eskdale, Ken Tingate, Nick Sher, Dr Anthony Mariampillai, Ann Hardwick and Aaron Harnden.
CORPORATE GOVERNANCE STATEMENT
The Board of Governance recognise the importance and value of good corporate governance, which establishes a framework of clear objectives, responsibilities and accountability. This framework provides policies and procedures for the Board and management to carry out their duties within.
The Board has determined to apply the "ASX Corporate Governance Principles”, to the fullest extent possible.
The Board believes the foundation of an effective corporate governance model is a corporate structure that includes:
• The owners of the business in the form of members, appoint a number of Directors to form the Board,
• The Board oversee their interests in the business and who in turn retains a Chief Executive Officer,
• The CEO develops business strategies, employs resources, builds and operates processes, and generates revenue to improve the facilities for the members, stakeholders and community of Ballan and District.
The Role of The Board
The Board’s key responsibilities are to:
1. act in the interests of BDHC as a whole;
2. observe their duties as Directors in terms of corporations law, common law and other relevant legislation; and
3. provide strategic direction for Ballan District Health and Care and effective oversight of the CEO.
The Board’s key functions include:
• appointing, supporting and providing advice and counsel to, evaluating and rewarding the CEO, taking an active role in overseeing the growth of management;
• through constructive engagement with senior management and key stakeholders, review, add-value to, approve and monitor Ballan District Health and Care’s purpose, core values, ethical framework, strategic direction and objectives;
• reviewing, approving and monitoring the implementation of the corporate plan, linked to the strategic objectives, ensuring appropriate resources are available;
• supporting, reviewing and monitoring the operational and financial performance of Ballan District Health and Care;
• monitoring key financial and non-financial risk areas by ensuring the implementation of an effective risk management and internal control framework;
• consider and agree on committee and management recommendations on key issues;
• the power to make, add to, alter or rescind any rules, regulations and by-laws as it thinks fit;
• evaluating Board processes and performance of the Board as a whole, as well as contributions by individual Directors, ensuring the Board’s effectiveness in delivering good governance;
• transparent reporting and communications to the stakeholders on the Board’s governance, stewardship and financial performance; and
• ensure that there are strong working relationships with Government and the local community.
The Board from time to time will establish sub-committees to assist it in the discharge of the Board’s role and responsibilities. The committees focus on specific responsibilities in greater detail than is possible for the Board as a whole. The committees report to the Board and make necessary recommendations.
Each formally constituted committee has, or is developing, a written charter, approved by the Board.
The Directors who are members of these committees are outlined in the concise financial report.
Currently Ballan District Health and Care has the a Finance and Audit Committee.
Finance and Audit Committee
The Finance and Audit committee assists the Board with its responsibilities by governing the operations of the hospital’s finance and audit functions.
The key responsibilities of the Finance and Audit committee are:
• Financial reporting;
• Longer term financial strategies;
• Accounting, financial and internal controls;
• Appointment of external auditors;
• Independence of the external auditors;
• Scope of the external audit; and
• IT plans and strategies.
Relationship with Management
The CEO is responsible for the overall day–to–day management and performance of Ballan District Health and Care. The CEO manages the hospital in accordance with strategy, delegations, business plans and policies approved by the Board to achieve agreed goals and objectives included therein.
The Board is responsible for reviewing and ensuring that all necessary and appropriate delegations are in place to enable the CEO to meet this responsibility.
To assist in the execution of its responsibilities, the CEO and Executive management have established a number of management-driven committees which meet on an as needed basis.
One of the Board’s objectives is to work with the management in a professional and free and open manner at all times for the ongoing benefit of the hospital.
Board Code of Conduct
The Board takes ethical and responsible decision making very seriously. Directors are required to act in accordance with the Board code of conduct at all times.
The code of conduct deals with:
• compliance with laws, regulations, duties and the code;
• giving or receiving gifts;
• protection of assets;
• proper accounting;
• dealing with auditors;
• unauthorised public statements;
• conflict of interest; and
• use of inside information, confidential information and confidential documents.
Communication with Members
The Board aims to ensure that members of the community are informed of all major developments affecting Ballan District Health and Care. Information is communicated as follows:
• The annual report and the concise financial reports are distributed to all members. The reports include all relevant information about the operations of Ballan District Health and Care during the year, the state of affairs of Ballan District Health and Care and details of likely developments, in addition to other disclosures required;
• Information is provided from time to time in various newspapers, and on telephone recorded and on-hold messages;
• The website www.ballanhospital.com.au is regularly updated; and
• The Board and Executive management are always available to speak to members and interact with members.