Corporate governance
The Board strives to achieve best practice in the area of corporate governance and business conduct. This statement outlines the main corporate governance practices followed by The Wesley Research Institute.
Governance relationships
The Board of Directors is responsible for the overall direction of The Wesley Research Institute. The Board delegates responsibility for the actual conduct of the Institute to the Institute Director who, with the management team, is accountable to the Board. The Board and management act within the framework of requirements, expectations and interests of Uniting CareHealth, patients, researchers, financial supporters and employees.
The Board
The Articles of Association refers to changes in Board membership, the process followed in identifying new Directors, steps taken by the Board to improve its effectiveness, and the adoption of a Board Charter.
There are currently 11 Directors on the Board, all of whom are non-executive. All Directors are appointed on an honourary basis. Directors are appointed for a term of three years and may be eligible for re-nomination at the end of the three-year period. Under the Institute’s Articles of Association, there is an age limit of 70 years for Directors. The Chairman and Deputy Chairman of the Board must be members of the Institute Board and are appointed for a term of two years.
The Board of Directors has nine scheduled meetings a year at which it reviews and discusses reports by management, its plans and prospects, as well as immediate issues facing the organisation. Directors are expected to attend scheduled Board and Committee meetings.
Board committees
The Board's approach is that major policy decisions are matters for the Board as a whole. To assist its deliberations, the Board has established a number of committees, which act primarily in a review or advisory capacity. Other committees may be convened from time to time to address major transactions or other matters calling for special attention or to exercise specified powers.
The Finance and Audit Committee give particular attention to the integrity of financial information and compliance with accounting standards, systems of internal control, and internal and external audit processes and performance.
Board leadership and support
The Chairman carries out a leadership role in the conduct of the Board and its relations with members and other stakeholders. He maintains a close professional relationship with the Institute Director and management team and acts as mentor as required. He chairs Board meetings, as well as the annual general meetings, and concerns himself with the good order and effectiveness of the Board.
The Company Secretary supports the Board in carrying out its role, including assistance in communications between Board and management, attending meetings, and recording minutes of the proceedings. The Board agrees to the appointment of the Secretary.
Risk Management
The Board regularly monitors the operational and financial performance of the
Institute's activities. It monitors and receives advice on areas of operational
and financial risk, and considers strategies for appropriate management.
