1. Corporate Governance
The Management Committee of Ambulance Wish Western Australia (AWWA) place importance on high standards of ethical behaviour, governance and accountability in AWWA’s day to day and has therefore developed this Corporate Governance Statement.
The adoption and application of this Corporate Governance Statement is also aimed at preserving and safeguarding AWWA’s reputation and its ability to properly fulfil its obligations to palliative care patients and their families, carers or guardians.
AWWA is an incorporated association registered with the Government of Western Australia Department of Mines, Industry Regulation and Safety. It operates as a not for profit charity with purpose of advancing health and advancing social or public welfare. It is governed by its Constitution approved by its Members.
This statement provides an overall governance framework and identifies the respective roles and responsibilities of the Management Committee in setting the strategy and direction of AWWA and in managing and controlling the organisation.
AWWA’s activities are regulated by the Corporations Act 2001, Australian Charities & Not-for-profit Commission (ACNC) and other state and federal laws as applicable. In particular the ACNC has five governance standards. They are:
Standard 1: Purposes and not-for-profit nature
Charities must be not-for-profit and work towards their charitable purpose. They must be able to demonstrate this and provide information about their purposes to the public.
The purposes of AWWA are outlined in Sections # 2 and # 3. This information is available on AWWA’s website by making its Constitution, Rules and this Governance Statement publicly available.
The processes by which it goes about meeting its purposes are described in its policy framework and with particular reference to governance, strategy and managing risk. All policies are publicly available on the AWWA website.
Standard 2: Accountability to members
Charities that have members must take reasonable steps to be accountable to their members and provide them with adequate opportunity to raise concerns about how the charity is governed.
In regard to Members, see Section # 4 of this document and Part 3 of the Constitution. AWWA writes to its Members annually to invite any Member to nominate for the Management Committee and writes again to invite all Members to the Annual General Meeting (AGM) where they can receive a copy of the Annual Report or can be sent a copy on request. By being part of the AGM Members are involved in any decisions taken at the AGM or any other general meeting.
AWWA has an active social media strategy open to all stakeholders including its Members as well as having extensive information available on its website which is regularly updated.
Standard 3: Compliance with Australian laws
Charities must not commit a serious offence (such as fraud) under any Australian law or breach a law. AWWA is committed to complying with Australian laws. It does through a comprehensive governance framework implemented across the organisation.
Standard 4: Suitability of Responsible Persons
Charities must take reasonable steps to:
- be satisfied that its Responsible Persons (such as board or committee members or trustees) are not disqualified from managing a corporation under the Corporations Act 2001 (Cth) or disqualified from being a Responsible Person of a registered charity by the ACNC Commissioner, and
- remove any Responsible Person who does not meet these requirements.
For AWWA’s response, see Sections five in this document.
Standard 5: Duties of Responsible Persons
Charities must take reasonable steps to make sure that Responsible Persons are subject to, understand and carry out the duties set out in this Standard, these being:
- act with reasonable care and diligence;
- act honestly in the best interests of the charity and for its purposes;
- not misuse the position of responsible person;
- not to misuse information obtained in performing duties; and
- disclose any actual or perceived conflict of interest.
For AWWA’s response, see Sections five in this document and Division three in the Constitution.
2. THE PURPOSE
AWWA is committed to conducting its work with the highest standards of personal and corporate integrity.
PURPOSE: Assist West Australia residents living with a terminal illness who are immobile and/or dependent on transportation by ambulances to fulfil their final wishes by providing the resources, specialist transport and medical care they need to do so.
3. The OBJECTS
MISSION: Give terminally ill patients the resources, specialist transport and medical care they need to fulfil their final wishes by:
- provide meaningful and positive end-of-life experiences for terminally ill West Australians;
- improve the end-of-life experience for families (and significant others) of terminally ill West Australians;
- build a network of medically trained volunteers to assist in fulfilling the wishes of terminally ill West Australians; and
- develop the qualities of compassion, empathy and kindness for health professionals.
4. THE MEMBERS
Membership of the company comprises three classes of members: Ordinary Members who pay a membership fee, Associate Members and Life Members. An Associate Member is an Ordinary Member who is under the age of 15 years old. Life Member is a person whom the Management Committee determines has given a sum of money or rendered a level of services in-kind to AWWA of such magnitude to be appointed as a Life Member of AWWA.
5. THE MANAGEMENT COMMITTEE
5.1 Management Committee
The Members elect a minimum of five Committee Members to the Management Committee of AWWA. The tenure of Management Committee Members expires at the next Annual General Meeting (AGM) of the Company.
The Management Committee exercises the powers vested in it by the Corporations Act 2001 and AWWA’s Constitution. The Management Committee determines the direction of AWWA and monitors AWWA’s performance of on behalf of its Members and other stakeholders. It accomplishes this by:
- ensuring a skilled, effective and diverse Management Committee in possession of the knowledge and experience to effectively govern with appropriate operating standards and procedures;
- determining AWWA’s purpose, vision, mission, values, the strategic direction and objectives of AWWA in consultation with management;
- ensuring sufficient resources are available for AWWA to achieve its goals by developing a rolling Strategic Plan, from which is developed AWWA’s Business Plan and Budget;
- ensuring a risk management framework is in place to identify and manage those risks to ensure the preservation of AWWA’s reputation, donations, assets and capacity;
- ensuring a relevant policy framework is in place including reference to safeguarding of patients and participants and clinical practices;
- ensuring the integrity of internal controls for financial and management information systems;
- maintaining adequate personal liability insurance for current and past Committee Members; and
- ensuring AWWA’s activities are conducted ethically and transparently.
5.2 The Office Bearers of the Management Committee
The Management Committee are suitably qualified and/or experienced persons with clearly defined responsibility, authority and accountability for the provision of supports and the necessary leadership to provide services consistent with its purpose and mission.
5.3 Role of the Chair
The main internal tasks of the Chair are to:
- consult with the secretary regarding the business to be conducted at each committee meeting and general meeting;
- lead the Management Committee and facilitate management committee meetings;
- ensure the Management Committee is focused on AWWA’s purpose, vision, mission and values;
- ensure the Management Committee is focussed on the goals associated with the AWWA’s strategies and the plan;
- ensure that each Committee member has an opportunity to express their views freely and frankly during management committee meetings;
- set the agenda for each management committee meeting;
- ensure the Management Committee carries out appropriate assessments of its own performance; and
- ensure meetings are conducted effectively and that adequate minutes are taken of each meeting.
The main external tasks of the Chair are to:
- represent the Management Committee and AWWA as required;
- act as a spokesperson as required; and
- chair each annual general meeting of members and all other general meetings of members.
5.4 Role of the Deputy Chair
The role of the Deputy Chair is to act for the Chair in his or her absence in performing the tasks identified above.
5.5 Role of the Treasurer
The role of the Treasurer is to:
- provide Management Committee leadership in overviewing AWWA’s financial management; and
- give due consideration to key strategic financial decisions that are made by AWWA.
- ensure that any amounts payable to AWWA are collected and issuing receipts for those amounts in the AWWA’s name;
- ensure that any amounts paid to AWWA are credited to the appropriate account of AWWA, as directed by the committee;
- ensure that any payments to be made by AWWA that have been authorised by the committee or at a general meeting are made on time;
- ensure that AWWA complies with the relevant legal requirements;
- ensure the safe custody of AWWA’s financial records, financial statements and financial reports, as applicable to AWWA;
- coordinate the preparation of AWWA’s financial report before its submission to the AGM;
- (provide any assistance required by an auditor or reviewer conducting an audit or review of AWWA’s financial statements or financial report;
- carrying out any other duty given to the treasurer under these rules or by the committee.
5.6 Role of the Secretary
The role of the Secretary is to:
- deal with AWWA’s correspondence;
- consult with the chairperson regarding the business to be conducted at each committee meeting and general meeting;
- prepare the notices required for meetings and for the business to be conducted at meetings;
- unless another member is authorised by the committee to do so, maintain the register of members, and recording in the register any changes in the membership;
- maintain on behalf of AWWA an up-to-date copy of the Constitution;
- unless another member is authorised by the committee to do so, maintain a record of committee members and other persons authorised to act on behalf of AWWA;
- ensure the safe custody of the AWWA’s books, other than the financial records, financial statements and financial reports, as applicable;
- maintain full and accurate minutes of committee meetings and general meetings; and
- carry out any other duty given to the secretary under these rules or by the committee.
5.7 Responsible Persons
Committee Members govern a charity on behalf of the members of that charity. As ANCN Responsible Persons, all Management Committee members have certain duties and responsibilities. Responsible Persons must:
- act with reasonable care and diligence;
- act honestly and fairly in the best interests of the charity and for its charitable purposes;
- not misuse their position or information they gain as a Responsible Person;
- disclose actual or potential conflicts of interest;
- ensure that the financial affairs of the charity are managed responsibly; and
- not allow the charity to operate while it is insolvent.
A Management Committee member shall keep confidential all information disclosed to them in their capacity as member of the management committee of AWWA; and shall not disclose it to any person, except as required by law;
No Management Committee member shall use any confidential information for the benefit of any person other than AWWA. If any confidential information is lawfully within the public domain, then to the extent that the confidential information is public, a Management Committee member’s obligations shall cease in respect of that confidential information.
All members of the Management Committee shall maintain proper and secure custody of all confidential information; and use his or her best endeavours to prevent the use or disclosure of the confidential information by third parties.
All confidential information that is physically capable of delivery when the person’s term as a Management Committee member ceases; and at any time at the request of a person authorised by the Management Committee. Alternatively, the Management Committee may direct the member to destroy confidential information and certify in writing to AWWA that the confidential information has been destroyed.
Management Committee members must not make any copy or summary of any confidential information, except if required to do so in the course of his or her duties as a member of the management committee. If they are required to make a copy or summary of confidential information in the course of their duties and functions, the copy or summary belongs to AWWA. All members of the Management Committee shall comply with these obligations regarding confidentiality at all times during and after that person’s term as a member of the Management Committee.
5.9 Conflicts of Interests
The duty of Management Committee is to act honestly and in the best interests of AWWA, including disclosing conflicts of interest and not misuse their position or any information to which they have access to gain an unfair advantage for themselves or others to the detriment of AWWA.
Every decision made by the AWWA Management Committee Board must be impartial and in its best interest and that of its members and every member of the Management Committee has a duty to ensure that his or her decisions and actions are in the best interests of AWWA.
The AWWA Conflict of Interest Policy is to help the Management Committee of Ambulance Wish Western Australia effectively identify, disclose and manage any actual, potential or perceived conflicts of interest in order to protect the integrity of Ambulance Wish Western Australia and manage risk.
5.10 Board Composition and Size
AWWA’s Constitution provides that the Management Committee shall consist of not less than five persons. While no maximum is specified, it is recommended that the Management Committee should not contain more than twelve persons. The term of appointed Management Committee members expires at the commencement of the next Management Committee meeting to occur after every Annual General Meeting. Each appointed member of the Management Committee whose tenure expires may then be re-appointed.
Members of the Management Committee should bring to AWWA sound judgement and a performance focus, empathy for terminally ill patients and their families, broad strategic thinking, a collegiate and team playing approach, a philosophical commitment to the objectives of AWWA, and a willingness and capability to devote the required time to the Management Committee’s affairs.
5.11 Nomination of New Board Directors
Any Members wishing to nominate a candidate for election as a member of the Management Committee at an AGM must comply with the nomination process prescribed in the Constitution. All nominees should meet with the Chair and at least one other member of the Management Committee to discuss the rights and responsibilities associated with becoming a member of the Management Committee. This process is designed to ensure that candidates for appointment as potential members of the Management Committee of AWWA are fully aware of the scope of the role and will be prepared to become part of an effective team governing the organisation once they are appointed.
The Board aims to achieve a mix of qualifications, skills and experience, by taking into account the existing diversity of experience in the current Management Committee and AWWA’s strategic direction.
All new members of the Management Committee are required to undertake an induction program which covers the Management Committee and AWWA, its issues, current concerns, AWWA’s volunteers and financial position. The current composition of the Management Committee and any relevant sub-committees, together with background details on each member of the Management Committee, will be set out in AWWA’s Annual Report and on AWWA’s website.
5.12 Directors’ Indemnity and Insurance Cover
As with other insurable risks, AWWA will insure Management Committee members and officers against liabilities incurred by those persons in connection with the performance by them of their position with AWWA. Liability arising out of conduct involving wilful breach of duty or contravention of the Law will not covered by this policy.
5.13 Meetings of the Board and their Conduct
The Management Committee meets a minimum of three times each year. Additional meetings may be held as required to address specific issues or as the need arises. The Management Committee decides on an annual schedule of major items that are considered over the meetings along with regular items to monitor AWWA’s performance.
Meeting agendas are determined by the Chair in consultation with the Secretary to ensure adequate coverage of strategic, financial and operating matters throughout the year. Details of meetings and attendances are set out in AWWA’s Annual Report.
5.14 Meeting Procedures
To ensure Management Committee meetings are conducted efficiently and effectively, the Management Committee has adopted the following procedures:
- proper and timely notice of meetings is provided to all members of the Management Committee with an outline of the proposed business for the meeting;
- the Management Committee usually meets from 6.30 p.m. to 8.30 p.m;
- Management Committee papers are ordinarily published one week in advance of the meeting;
- Management Committee papers in general are no longer than five pages long and mainly comprise dot points of key strategic issues.
- the Management Committee will initially discuss strategic issues followed by day-to-day responsibilities;
- an action schedule is maintained to ensure that all outstanding items or progress on implementation of approvals are dealt with;
- a quorum is maintained throughout the meeting;
- focus is maintained on the issue during debate;
- debate occurs because it is essential to ensure the right decisions;
- open questions are posed to encourage debate;
- Management Committee meetings are chaired and facilitated by the Chair;
- within five working days of each meeting, the minutes are produced and circulated to members of the Management Committee;
- minutes are recorded in such a way that resolutions can be actioned and monitored; and
- the minutes of each Board meeting are approved by the Management Committee as true and correct record of the meeting at the next following Management Committee meeting.
5.15 Management Committee decision making
The Management Committee when making a decision may need to take into account a number of factors including:
- their duties and responsibilities as members of the Management Committee;
- strategic fit;
- ethical fit;
- financial considerations;
- strategic and operational risks;
- resource availability (internal/external and alternative use of resources);
- political impacts;
- key drivers and sensitivities;
- the inclusion of third party information on key assumptions;
- synergy with the charity as a whole;
- community and stakeholder’s perception of the decision; and
- contingency plans in place to deal with unexpected developments.
The objective of the evaluation process is to ensure an appropriate balance of risk and return is achieved in the context of AWWA’s operations, its vision and strategic objectives. Although formal meeting practices can assist the efficient conduct of a meeting, such practices should not be used to stifle discussion or push for a particular outcome which is obviously not accepted by a majority of the Management Committee.
In circumstances where there is no consensus regarding commitment to an outcome or where there is the situation where voting is required and/or members of the Management Committee wish to record an abstention, the Chair must clarify the information required to assist the undecided members of the Management Committee and allow time for further discussion and consultation in order to reach a consensus. Once a decision is reached which is supported by a majority of members of the Management Committee, all members of the Management Committee are expected to abide by the decision in all actions whether in and outside the Management Committee meetings.
5.16 Representation of AWWA
The Management Committee expects the Chair to speak for AWWA and to manage communications with Members, other stakeholders and the community generally. Members of the Management Committee, other than the Chair must not comment publicly on AWWA issues, unless specifically authorised by the Chair.
Copies of all significant press releases are forwarded to members of the Management Committee on the day of release.
Board Directors are expected to keep the Chair informed of any significant feedback about AWWA they receive from their networks.
AWWA’s media interactions aims to maximise opportunities for coverage of activities and achievements and to minimise adverse publicity and publication of any misleading information.
On significant media issues for AWWA, the Chair is the primary spokesperson. The Chair from time to time authorises other members of the Management Committee and subject specialists to act as spokespersons on particular issues.
5.18 Ongoing Governance Training
Members of the Management Committee are provided with charity governance education as part of their induction programme. It is recommended that all members of the Management Committee undertakes further governance training as part of their Continued Professional Development.
5.19 The Review of Management Committee Performance
The Management Committee undertakes a review of its performance annually.
5.20 Management Committee Sub-committees
To help the Management Committee in the conduct of AWWA’s activities, the Management Committee may appoint one or more subcommittees or create one or more subsidiary offices and appoint people to those offices.
As provided in AWWA’s Constitution, no member of the Management Committee receive any remuneration from AWWA. Out of pocket expenses relating to their Management Committee activities may be reimbursed by AWWA.