NATIONAL BOARD CHARTER - Lifeline · NATIONAL BOARD CHARTER Version 4.0 May 2015. Date: 2.0 2012 4.0 DOCU T ... Lifeline’s approach to corporate governance is based on a set of

NATIONAL BOARD CHARTER

Version 4.0

May 2015.

© Lifeline Australia National Board Charter Page 2

DOCUMENT VERSION CONTROL

Document status:

FINAL

Version No:

3.0

Date:

01 November 2012

Distribution:

This document may be publicly released

DOCUMENT REVISION HISTORY

Version

Date of Issue

Approved

Comment

1.3

Sept 2007

2.0

26 October 2011

Substantially revised in accordance with Board’s direction from its 16-17 July 2010 meeting (re: board professional development) and 9 Sep 2011 meeting (governance reform).

3.0

08 November 2012

01 November 2012

Revised in accordance with the Board’s direction from its 01 November 2012 meeting.

4.0

6 May , 2015 1 May 2015 Revision in accordance with the Board’s

direction from its 1 May 2015 meeting and in accordance with the Governance Committee direction from its 17 April meeting.

DOCUMENT OWNER

Title

Name

Company Secretary

T. Perera

Table of Contents 1. Our Governance ................................................................................................ 3

2. Governance Framework.................................................................................... 3

3. Board Responsibilities...................................................................................... 4

3.1 Meeting legal and moral requirements ........................................................ 5

3.2 Board membership...................................................................................... 5

3.3 Governance philosophy and approach........................................................ 6

3.4 Strategic leadership .................................................................................... 6

3.5 Monitoring progress .................................................................................... 6

3.6 Risk management ....................................................................................... 6

3.7 Direction of executive performance ............................................................. 6

3.8 Compliance and integrity............................................................................. 7

3.9 Conduct of Board meetings......................................................................... 7

3.10 Material transactions ................................................................................... 7

3.11 Monitoring and enhancing Board effectiveness ........................................... 7

3.12 Assurance of accountability ........................................................................ 7

3.13 Record Keeping .......................................................................................... 8

3.14 Dealing with governance breaches and complaints..................................... 8

3.15 Other........................................................................................................... 8

4. Director Independence...................................................................................... 8 5. Transparency and Disclosure........................................................................... 9

6. Board Committees............................................................................................. 9

6.1 General ....................................................................................................... 9

6.2 Audit & Risk Committee Terms of Reference ............................................ 10

6.3 Governance Committee Terms of Reference ............................................ 11

6.4 Funding & Sustainability Committee Terms of Reference ......................... 13

6.5 Service Committee Terms of Reference………………………………………13

7. What is expected of Board members ............................................................. 14

7.1 Board members responsibilities ................................................................ 14

7.2 Attendance................................................................................................ 14

7.3 Leave of absence...................................................................................... 14

7.4 Strategic orientation .................................................................................. 14

7.5 Integrity and accountability........................................................................ 14

7.6 Informed and independent judgement ....................................................... 14

7.7 Financial literacy ....................................................................................... 15

7.8 Participation .............................................................................................. 15

7.9 Whistle blowing ......................................................................................... 15

8. Governance Processes ................................................................................... 15

8.1 Overarching Governance Process ............................................................ 15

8.2 Governance Policies ................................................................................. 16

8.3 Code of Ethics .......................................................................................... 16


8.4 Conflict of Interest ..................................................................................... 17

8.5 Board Committees and Working Parties ................................................... 18

8.6 Agenda Planning....................................................................................... 18

8.7 Meeting Planning ...................................................................................... 19

8.8 Board Member Induction........................................................................... 19

8.9 Board Development .................................................................................. 19

8.10 Solvency Declarations............................................................................... 20

8.11 Minutes of Board & Committee Meetings .................................................. 20

8.12 ‘In Camera’ Meetings. ............................................................................... 20

Board-Chief Executive Inter-relationship Policies ............................................... 21

9.1 Delegation to the Chief Executive ............................................................. 21

9.2 Board Chair and Chief Executive Relationship .......................................... 21

9.3 Chief Executive Authority .......................................................................... 22

9.4 Chief Executive Performance Assessment................................................ 22

10. Chief Executive Delegation Policies .............................................................. 24

10.1 Overarching Chief Executive Limitation..................................................... 24

10.2 Financial Planning..................................................................................... 24

10.3 Financial Management .............................................................................. 24

10.4 Investments .............................................................................................. 25

10.5 Remuneration and Benefits....................................................................... 25

10.6 Protection of Assets .................................................................................. 25

10.7 Communication & Support to the Board .................................................... 26

10.8 Emergency Chief Executive Succession ................................................... 26

10.9 Employment Conditions ............................................................................ 26

10.10 Privacy ...................................................................................................... 27

10.11 Public Affairs ............................................................................................. 27

© The copyright in this document is the property of Lifeline Australia. Lifeline Australia supplies this document on the express terms that it shall be treated as confidential and that it may not be copied, used or disclosed to others for any purpose except as authorised in writing by this organisation.

1. Our Governance The objects of Lifeline Australia are to:

Encourage and support the organisation, establishment, maintenance and development of Lifeline Centres throughout Australia, and to grant accreditation to those centres so as to provide to all communities an accessible caring and counselling service, primarily (though not exclusively) through telephone counselling services to enable people to overcome isolation and cope with problems and crisis affecting mental health, well-being, life and safety.

Develop and conduct programs, projects and initiatives to enable people to overcome isolation and cope with problems and crisis affecting mental health, well-being, life and safety; and

Do other things incidental or conducive to the furtherance of its objects.

Lifeline’s approach to corporate governance is based on a set of values and

behaviours that underpin day-to-day activities, provide transparency, and protect the interests of stakeholders. This approach includes a commitment to corporate governance excellence, which Lifeline Australia sees as fundamental to its sustainability and performance.

Lifeline is governed in accordance with the Corporations Act 2001, Constitution of Lifeline Australia, Lifeline Governance Charter, and the Board Governance Charter, all of which are available to Members and the public at www.lifeline.org.au. Of note, the Board has formally committed Lifeline to adopt and apply as appropriate the principles and recommendations of Australian Standard AS8000-2003 Good Governance Principles and the ASX Corporate Governance Principles & Recommendations 2010 as the basis for Lifeline’s corporate governance framework.

2. Governance Framework The Lifeline Australia Governance Framework is summarised in the diagram below:


http://www.lifeline.org.au/

3. Board Responsibilities

On behalf of the stakeholders, especially the Members and clients, the Board is

responsible for the stewardship and future well-being of Lifeline Australia. The Board

should exercise leadership, enterprise, integrity and judgement in directing Lifeline so

as to provide assurance of its continuing and lasting prosperity. Lifeline Australia is a

company limited by guarantee. Its purposes are made clear in its constitution. Board

members should apply and endeavour to achieve the highest possible standards of

corporate governance. The Board should always discharge its responsibilities in a

manner based on transparency, accountability and responsibility.

In discharging their responsibilities the Board, and individual Board members, have a

duty to act in the best interests of Lifeline as a whole, irrespective of personal,

professional, commercial or other interests, loyalties or affiliations. When serving as

Board members, members’ first duty and loyalty must be to Lifeline rather than to any

constituency or nominating or appointing body.

Governance defined – the role of the Board

Governance might be described as:

The exercise of establishing and monitoring necessary controls and strategic

direction setting so that the organisation is equipped to respond to the changing

circumstances and situations in the external and internal environments in order to

meet the expectations and demands of members and other key stakeholders.

The Board establishes the organisation’s mission, values, goals and objectives,

employs the Chief Executive, identifies and monitors the management of corporate

risks and monitors and assesses Chief Executive and organisation performance.

In brief, governance involves the Board in the process of ensuring that Lifeline is well

managed without the Board itself becoming involved in the operations except as

required by its legislation or as a consequence of exceptional circumstances.

Governance is different from Management

Whereas the Board sets governance-level policies and establishes the strategic

direction including the development of the organisation purpose, values and the

organisation-wide goals and objectives, the Chief Executive designs and manages

the processes that ensure that these are honoured or met. The Chief Executive is

thus the agent of the Board. The Board then is responsible for determining the ‘What’

and the ‘Why’ and the Chief Executive is responsible for determining the ‘How”.

Another way to consider the difference between the two roles is to think of the

Board’s role being to determine organisational ‘Ends’ and the Chief Executive’s role

to design the “Means’ to achieve those ends.

Two levels of organisational policy

a) Governance-level policy. Policies at this level are developed and adopted by

the Board and relate to high-level, organisation-wide matters. These include

policies in respect of the Board’s operating processes and duties, and its

delegation to the Chief Executive in areas such as finances, human resources

management, public affairs and asset management. These policies are a


reflection of the Board’s desire to meet its duty of care under law and its moral

responsibility to provide good governance on behalf of all interested parties.

b) Management-level policy. These are developed by the Chief Executive and

relate to the operational management of the organisation. The Board is not

required to approve policies at this level. Management-level policies flow

logically from the governance policies.

Enacting the Governance Responsibilities

To discharge its obligations and duties the Board should assume responsibility in at

least the following areas:

3.1 Meeting legal and moral requirements The Board’s first duty is to the legal entity. In meeting this duty the Board must

ensure that all legal requirements under the Act are met and that the entity is

protected from harmful situations and circumstances in the interests of current and

future stakeholders. The Board also has a responsibility to its various stakeholders to

ensure that the available resources are used to deliver the ‘right outcomes’ to the

‘right people’ in the ‘right way’.

In particular each member of the Board has the following obligations:

To act in good faith (in the interests of Lifeline)

To exercise their powers for a proper purpose

Not to fetter their own future discretion

To avoid conflicts of interests or duties

To act honestly

To act with reasonable care, skill and diligence

Not to make improper use of either their position on the Board or information gained from that role

Not to take unauthorised remuneration or other benefits

Not to exceed or abuse their powers Board members, either individually or collectively, are potentially personally liable if

they act illegally, or negligently or contrary to the above obligations.

3.2 Board membership The Board will:

a) Ensure that there is an effective process for appointments to the Board to

provide a mix of proficient Board members, each of whom is able to add

value and to bring independent judgement to bear on the decision-making

process. The process must include external advertising for Board

appointments and appointed directors would normally be expected to serve

for at least two years.

b) Assist Lifeline to make good appointments to the Board by ensuring that

constituent bodies are fully conversant with the role, responsibilities, work

programme and performance of the Board and its members.

c) Provide a thorough orientation process for new Board members.


3.3 Governance philosophy and approach The Board will govern Lifeline with an emphasis on:

a) a future focus rather than a preoccupation with the present or past;

b) strategic issues rather than administrative detail;

c) pro-activity rather than reactivity;

d) encouraging a diversity of opinions and views;

e) the development and expression of a collective responsibility for all

aspects of the Board’s performance;

f) continuing improvement in Board and individual Board member

effectiveness; and

g) the interests of Lifeline as a whole.

3.4 Strategic leadership The Board will:

a) Provide input that assists in identifying and understanding emerging trends

and issues likely to affect the well being of Lifeline, Member Centres,

stakeholders and clients.

b) Review Lifeline’s situation and agree the broad framework within which the

strategic and business plans will be prepared each year.

c) Establish, monitor and review the strategic direction for the organisation.

d) Ensure the development of medium-term and annual business plans.

e) Review and approve Lifeline’s financial objectives, plans and actions,

including significant capital allocations and expenditures.

3.5 Monitoring progress The Board will monitor corporate performance against the strategic direction,

including assessing operating results to evaluate whether the business is being

properly managed.

3.6 Risk management The Board will identify and evaluate the principal risks faced by Lifeline and ensure

that appropriate systems are in place to avoid or mitigate these risks including the

protection of intellectual capital developed with the resources of Lifeline and intrinsic

to the value, or potential value, of Lifeline.

3.7 Direction of executive performance The Board will:

a) Select, monitor and, if necessary, replace the Chief Executive.

b) Maintain an up to date framework for defining the Board’s expectations of

the Chief Executive’s performance including the setting of a clear, annual

performance agreement.

c) Provide regular, honest and rigorous performance feedback to the Chief

Executive on the achievement of such expectations.

d) Ensure there are positive conditions for the motivation of the Chief

Executive and ensure that there is adequate training systems and support

mechanisms to support her/him in their role.


3.8 Compliance and integrity The Board will:

a) Ensure ethical behaviour and compliance with the Board’s Code of Ethics

and Conflict of Interests policies, State and Federal laws and regulations,

audit and accounting principles and Lifeline’s stated values and its

governance documents.

b) Ensure the integrity of Lifeline’s internal control and management

information systems so that its decision-making capability and the accuracy

of its reporting are maintained at a high level at all times.

3.9 Conduct of Board meetings The Board will:

a) Ensure that the Board makes the best possible use of its meetings by

dealing only with matters that have governance-level significance, by

focusing primarily on the future (the Board cannot influence, though it may

learn from, the past) and, within a defined policy framework, by delegating

as much as possible to the Chief Executive.

b) Ensure that reports and proposals for the Board are timely, contain content

and are formatted so as to reinforce and support the Board’s governance

role.

c) The Chairperson in conjunction with the Chief Executive will establish the

agenda for each Board meeting although each Board member is free to

suggest the inclusion of item(s) on the agenda. To the extent possible

(given some matters worthy of the Board’s attention may be unforeseen)

agendas will be based on a schedule of subjects agreed at the beginning

of each year.

3.10 Material transactions The Board will review and approve transactions that are beyond the authority

delegated to the CEO.

3.11 Monitoring and enhancing Board effectiveness The Board will assess its own effectiveness in fulfilling this charter and other Board

responsibilities, including the effectiveness of individual Board members. To achieve

this, an independent external review is to be undertaken on a triennial basis, to

achieve this, an internally coordinated survey is to be undertaken in every other year,

with an independent review to be conducted on a triennial basis.

3.12 Assurance of accountability The Board will:

a) Serve the legitimate collective interests of the present Members and

stakeholders of Lifeline and account to them fully.

b) Remain up to date in terms of Members’ stakeholders’ concerns, needs

and aspirations.

c) Report to an Annual Meeting of the Members on the performance of all

Lifeline’s entities and account for the Board’s stewardship of that

performance.


d) Identify Lifeline’s other internal and external stakeholders determining how

Lifeline should relate to them and report to them on the performance of the

organisation.

3.13 Record Keeping Records should be kept in accordance with AS ISO 15489.1 and AS ISO 15489.2

and legislative requirements.

3.14 Dealing with governance breaches and complaints The Board will develop and maintain a system for detecting, recording and dealing

with governance breaches and complaints including hose received from regulatory

authorities. All governance breaches will be recorded and fully investigated to

determine their cause and to reduce the chance of recurrence. (Refer to AS/NZS

4269)

3.15 Other The Board will perform such other functions as are prescribed by law or assigned to

the Board under Lifeline's governing documents.

4. Director Independence Within the constraints created by the Board ballot process, the Board has committed

to ensuring that a majority of Board members are independent directors. At a

minimum, the following will apply:

All directors appointed by the Board are independent directors;

The Chair of the Board is to be an independent director;

The Chair of the Audit & Risk Committee is to be an independent director, who

is not Chair of the Board;

The Audit & Risk Committee is to consist of a majority of independent

directors;

The Chair of the Governance Committee is to be an independent director; and

The Governance Committee is to consist of a majority of independent

directors.

A formal process is to be used for determining the independent status of a director

based on consideration of whether the director or potential director:

is a director, officer, employee or volunteer of, or otherwise associated directly

with, a Member of Lifeline Australia;

is employed, or has previously been employed in an executive capacity by

Lifeline Australia or a Member, and there has not been a period of at least 3

years between ceasing such employment and serving on the Board;

has within the past three years been a material professional adviser or a

material consultant to Lifeline Australia, or an employee materially associated

with the service provided;

is a material supplier of Lifeline Australia or Member, or an officer of or

otherwise associated directly or indirectly with a material supplier or customer;

or


has a material contractual relationship with Lifeline Australia or Member other

than as a director.

5. Transparency and Disclosure

The Board has committed to ensuring that the following matters are disclosed

through the public website:

The Lifeline Australia Constitution;

The National Board Charter;

Board Committee Charters;

The Lifeline Governance Charter;

The process for evaluating the performance of senior executives;

The process for evaluating the performance of the board, its committees and

individual directors;

Code of Conduct;

Risk Management Policy;

Diversity Policy;

Information on procedures for the selection and appointment of the external

auditor, and for rotation of external audit engagement partners.

That the Board commit to the following matters being disclosed in the Annual Report:

Measurable objectives for achieving gender diversity set by the Board in

accordance with the diversity policy and progress towards achieving them;

The proportion of women employees in the organisation, women in senior

management and women on the Board;

The independent status of directors and the process for determining

independence;

The process for evaluating the performance of senior executives;

The process for evaluating the performance of the board, its committees and

individual directors; and

Board member expenses.

6. Board Committees

6.1 General

The general principles concerning Board Committees are that:

The Board appoints the Chair of each of the Committees.

The Chair of the Committee shall determine the frequency and method of

Committee meetings.

The Chair of the Committee shall determine the meeting agendas and the

business program for the Committee, in consultation with Committee

members.

The Chair of the Committee shall be responsible for the effective conduct of

Committee meetings.


The Board shall appoint a maximum of four Board Members to each

Committee, based on individual skills, insights and expertise.

The Committee may nominate individuals to be co-opted as additional

members with suitable expertise to assist it in its work. The Board shall grant

approval for the appointment of co-opted members.

A quorum for Committee meetings shall be one half of membership.

The Chair of the Committee shall be responsible for the preparation of reports

to the Board

The Committee is to provide a report for each Board meeting detailing

Committee activities and any advice or recommendations for the Board’s

endorsement or approval.

The Committee must report both majority and minority (or dissenting) views

relating to its advice or recommendations.

All Committee papers, including agendas, minutes, reports, discussion

documents and data reports are to be considered as working papers of the

Boardand should not normally be tabled at Board Meetings, but should be

available for any Board Member to review upon request.

All Committee papers are to be regarded as confidential documents.

Disclosure of documents or their contents to external parties must not occur

without Board approval.

Committee members are expected to be mindful of commercial in confidence,

privacy and confidentiality considerations in the exercise of their work.

Committee members are to declare any actual or perceived conflicts of

interest they may have with any matter before the Committee. The Committee

Chair, in consultation with other Committee members, will determine how

conflicts of interest issues will be addressed. The Committee Chair should

consult the Board Chair if appropriate regarding conflicts of interest issues.

The Committee should not make any determinations regarding its policy

advice and recommendations to the Board without consultation with the CEO.

The CEO is to arrange for information, reports, advice and comment as

required by the Committee in undertaking its role. 6.2 Audit & Risk Committee Terms of Reference

The Audit & Risk Committee oversees all matters concerning:

The integrity of Lifeline’s financial statements and financial reporting systems;

The external auditor’s qualifications, performance, independence and fees;

Oversight and performance of the internal audit function;

Lifeline’s compliance with financial reporting and related regulatory

requirements; and

Risk management.

The Committee reviews, assesses and makes recommendations to the Board on:

Any significant estimates and judgments in financial reports, and monitors the

methods used to account for unusual transactions;


The processes used to monitor and comply with laws, regulations and other

requirements relating to external reporting of financial and non-financial

information;

The major financial risk exposures;

Risk appetite, risk policy and risk management framework;

Strategic risk management plan

The effectiveness of Management’s control of risks

Oversees the development and ongoing review of key policies that support our

frameworks for managing risk.

The Committee conducts regular discussions with:

The CEO and CFO;

The external auditor concerning the annual audit and any significant findings,

and the adequacy of management’s responses;

The external auditor without management being present at each meeting.

Management and the external auditor concerning the annual financial

statements;

Management and the external auditor regarding any correspondence with

regulators or government agencies, and reports that raise issues of a material

nature; and

Secretariat regarding any legal matters that may have a material impact on the

financial statements and/or our compliance with financial reporting and related

regulatory policies. 6.3 Governance Committee Terms of Reference

The Governance Committee oversees all matters concerning:

Corporate Governance;

Remuneration;

Nominations;

CEO Recruitment; and

CEO Performance Appraisal.

Corporate Governance

The Committee oversees all matters concerning:

Conduct of Board meetings;

Secretariat support to the Board and its Committees;

Member engagement;

Governance and ethics issues arising from the Board, Management and

Members; and

Review of the Constitution and key governance instruments.

Remuneration

The Committee is responsible for review, oversight and reporting to the Board on:


the company’s remuneration, recruitment, retention and termination policies

and

superannuation arrangements; and

director expenses.

Nominations

The Committee oversees all matters concerning:

annual evaluation of the performance and effectiveness of the Board, its

Committees and individual Directors;

the Board’s skills mix/needs;

Board, Sub-committee and CEO succession planning;

Annual Board election process;

Director recruitment, including recommending appointment of Directors to the

Board;

development and implementation induction programs for new Directors and

the CEO.

ongoing education for existing Directors;

developing eligibility criteria for the appointment of Directors;

CEO Recruitment

The Committee has the authority to do the following with the assistance of Human

Resources and the Secretary:

Engage an executive recruitment company;

Conduct a salary package review for the CEO role and prepare a

recommendation for Board approval.

Prepare a recruitment budget for Board approval

Review the CEO’s position description for Board approval;

Approve advertising copy;

Approve the shortlist of candidates that will be provided by the recruitment

company;

Interview shortlisted candidates;

The Committee may apply any additional selection process that it considers to

be appropriate.

Prepare a recommendations report for the Board; and

Prepare an employment contract for the new CEO for Board approval; and

Oversee the new CEO’s induction process.

The Chair is to:

Conduct negotiations with the preferred candidate; and

Execute the contract on behalf of the Board.

CEO Performance Appraisal

The Governance Committee will design and oversee the CEO performance appraisal

process.

The Committee is responsible for:


Annual and six-monthly CEO performance appraisal, including scheduled

reporting to the Board; and

Annual evaluation of the performance and effectiveness of the Board, its

Committees and individual Directors. Including a review of mutual

communication between the Board and CEO.

6.4 Funding & Sustainability Committee Terms of Reference

The Funding & Sustainability Committee overseas all matters concerning:

Fundraising strategy and policy;

Government relations strategy and policy;

Sustainability strategy and policy;

Branding;

Reputation; and

Communications. 6.5 Service Committee Terms of Reference

Structure:

The Service Committee:

will have at least 3 members;

may co-opt additional members (e.g clinical advisers) if required; and

is to meet 4 times year and as required.

Policy Oversight


National policies on service workforce (including volunteer) matters;

National policies on consumer input/engagement policies;

National policies on new service development and approval policies.

Service Oversight

The Committee will monitor projects and service targets to be achieved as part of the

service oversight to be undertaken by the Committee.


Strategic workforce matters, including national policy of volunteer matters;

Strategic refocussing of 13 11 14 on suicide prevention and crisis intervention;

Proposal/business cases for new services (with input from other Committees

as required);

Proposal/business cases for strategic(not operational) changes in existing

services;

Service and quality impact;

Consumer input; and

Member and Centre engagement on service matters.


7. What is expected of Board members To execute these governance responsibilities, Board members must, so far as

possible, possess certain characteristics, abilities and understandings:

7.1 Board members responsibilities Board members must fulfil their fiduciary duty to act in Lifeline’s best interest at all

times regardless of personal position, circumstances or affiliation. They should be

familiar with Lifeline’s constitutional arrangements and be aware of, and fulfil, the

statutory and fiduciary responsibilities of a Board member.

The Code of Ethics and The Conflict of Interests policies provide direction to Board

members and the Board in addressing key ethical issues.

Board members are expected to be punctual and attend regularly for the full extent of

Board meetings and be willing to contribute between meetings if required. They

should come fully prepared for Board meetings. 7.2 Attendance

Board members are expected to attend all Board and Committee Meetings. Members

must notify the Board Chair or Committee Chair prior to the meeting if they are

unable to attend a meeting. 7.3 Leave of absence

Board members must seek the Board’s approval for a leave of absence. Board

Members must understand that failure to attend all meetings of the Board for a period

of six (6) months without the prior consent of the Board automatically creates a

vacancy on the Board under Clause 18 of the Constitution.

7.4 Strategic orientation Board members should be future oriented, demonstrating vision and foresight. They

are expected to think conceptually, taking a ‘helicopter’ or ‘big picture’ perspective.

They should be able to synthesise and simplify complex information and ideas. Their

focus should be on strategic goals and policy implications rather than operational

detail. They need to understand and focus on issues that are central to the success

of Lifeline.

7.5 Integrity and accountability Board members must demonstrate high ethical standards and integrity in their

personal and professional dealings, and be willing to act on - and remain collectively

accountable for – all Board decisions even if these are unpopular or if individual

members disagree with them. Board members must be committed to speaking with

one voice on all policy and directional matters.

7.6 Informed and independent judgement Each member of the Board must have the ability to provide wise, thoughtful counsel

on a broad range of issues. He or she must have (or be able to develop) a sufficient

depth of knowledge about Lifeline’s business. This is in order to understand and

question the assumptions upon which strategic and business plans and important

proposals are based, and to be able to form an independent judgement as to the


probability that such plans can be achieved, or proposals successfully implemented.

Each Board member must be willing to risk rapport with fellow Board members in

taking a reasoned, independent position.

7.7 Financial literacy Because the Board must monitor financial performance, Board members must be

financially literate. They should be able to read financial statements and understand

the use of financial ratios and other indices used for evaluating Lifeline’s

performance. To achieve this appropriate training and support will be provided by

Lifeline. If something is not understood they are duty bound to question it until it is

understood.

7.8 Participation Each Board member is expected to enhance the Board’s deliberations by actively

offering questions and comments that add value to the discussion. Each should

strive to be at ease with fellow Board members participating in a constructive manner

that acknowledges and respects the contribution of others at the table including the

executive team. Board members must be able to accept challenge from others

without becoming defensive. In order to foster teamwork and engender trust Board

members should be willing to reconsider or change their positions after hearing

statements of others’ reasoned viewpoints.

7.9 Whistle blowing In order to honour its duty to protect the organisation against harmful situations and

circumstances, the Board will provide a safe channel for staff members to bring to its

attention information about acts, omissions or decisions of a serious nature that could

threaten Lifeline’s integrity. Accordingly any staff member will have access to the

Board Chairperson when there is evidence or reasonable (i.e. soundly based)

suspicion that the Chief Executive has;

a) breached a Board policy;

b) has allowed other staff to breach Board policies; or

c) has acted or allowed staff to act in a manner likely to cause serious harm

to the organisation.

This is in effect a ‘whistle-blower’ provision. The only channel to the Board in such a

circumstance is via the Board Chairperson

Any such assertion must be formally noted by the Board.

All individuals involved in such an action will have the protection of natural justice.

Provided that in the judgement of the Board the claim is not vexatious or frivolous,

the staff member bringing a whistle blowing assertion against the Chief Executive

shall be protected against discrimination for having taken such an action. 8. Governance Processes

8.1 Overarching Governance Process

The Board’s job on behalf of its owners is to ensure Lifeline achieves its Mission and

strategic goals and objectives and, in doing so, meets all the legal and moral


responsibilities and requirements accompanying ‘best practice’ corporate

governance.

8.2 Governance Policies

The Board is committed to governing through policies, enabling it to speak with one

voice on critical issues and core values. The Board will carry out its governance

responsibilities based on the following four groups of policies:

a) Strategic direction policies; describing the strategic outcomes the Board wants to be achieved. These policies will include the organisation’s Purpose or Mission statement, a Statement of Core Values, a set of Key Result Area statements (KRAs) defining the benefit provided, beneficiaries and the cost or worth of the benefit and Key Performance Indicators (KPIs) defining the next level of outcomes detail. These are located in the Business Plan. (Attachment A)

b) Board Processes policies; describing the way the Board carries out its governing role.

c) Board-Chief Executive Interrelationship policies; defining the Board’s

relationship with, and the nature of its delegation to the Chief Executive. d) Chief Executive Delegation policies; making clear constraints or limits on

the choice of operational means available to the Chief Executive for the achievement of organisational outcomes or results.

8.3 Code of Ethics

The Board is committed to the adoption of ethical conduct in all areas of its

responsibilities and authority.

Board members shall:

a) Act honestly and in good faith at all times. b) Declare all interests that could result in a conflict between personal and

organisational priorities. c) Be diligent, attend Board meetings and devote sufficient time to

preparation for Board meetings to allow for full and appropriate participation in the Board’s decision making.

d) Put the needs of Lifeline before their own self interest or personal gain. e) Ensure scrupulous avoidance of deception, unethical practice or any other

behaviour that is, or might be construed as, less than honourable in the pursuit of Lifeline’s business.

f) Not disclose to any other person confidential information other than as agreed by the Board or as required under law.

g) Act in accordance with their fiduciary duties, complying with the spirit as well as the letter of the law, recognising both the legal and moral duties of the role.

h) Abide by Board decisions once reached notwithstanding a Board member may have opposed the decision initially or declared his/her intention to pursue a review or reversal of a Board decision.

i) Not do anything that in any way denigrates Lifeline or harms its public image.

The Board shall:

a) Ensure that there is an appropriate separation of duties and responsibilities

between itself and its Chief Executive.


b) Make every reasonable effort to ensure that Lifeline does not raise

community, supplier or stakeholder expectations that cannot be fulfilled.

c) Meet its responsibility to ensure that all staff employed by Lifeline are

treated with due respect and are provided with a working environment and

working conditions that meet all reasonable standards of employment as

defined in relevant workplace legislation.

d) Regularly review its own performance as the basis for its own development

and quality assurance.

e) Carry out its meetings in such a manner as to ensure fair and full

participation of all Board members.

f) Ensure that Lifeline’s assets are protected via a suitable risk management

strategy.

8.4 Conflict of Interest The Board places great importance on making clear any existing or potential conflicts

of interest for Board members. Conflicts of interest may occur:

When a Board member, or his/her immediate family or business interests,

stands to gain financially from any business dealings, programmes or

services provided to Lifeline even where those dealings are of benefit to

Lifeline.

When a Board member offers a professional service to Lifeline for

remuneration.

When a Board member stands to gain personally or professionally from any

insider knowledge if that knowledge is used for personal or professional

advantage.

Where a competing duty is also owed to a third person or organisation.

a) Any business or personal matter which could lead directly or indirectly to a

conflict of interest of a material nature involving a Board member and his

role and relationship with Lifeline, must be promptly and fully disclosed and

declared at a Board meeting and registered in the Register of Interest.

b) All such entries in the Register shall be presented to the Board and

minuted at the first Board meeting following entry in the records.

c) All conflicts of interest must be declared by the Board member concerned

at the earliest time after the conflict is identified.

d) The Board shall determine whether or not the conflict is of a material

nature and shall advise the individual accordingly.

e) Where a conflict of interest is identified and/or registered, and the Board

has declared that it is of material benefit to the individual or material

significance to the organisation, the Board member concerned shall not

vote on any resolution relating to that conflict or issue.

f) The Board member shall remain in the Board room during any related

discussion only with Board approval.

g) The Board will determine what records and other documentation relating to

the matter will be available to the Board member.

h) All such occurrences will be minuted.


i) Individual Board members, aware of a real or potential conflict of interest of

another Board member, have a responsibility to bring this to the notice of

the Board.

8.5 Board Committees and Working Parties The Board will establish committees and working parties to support it in its own work.

a) Committees and working parties shall have Terms of Reference or Role

Definition clearly defining their role, life span, procedures and functions, and the boundaries of their authority, reviewed annually.

b) A decision of a committee or working party exercising delegated authority is a decision of the Board and should be treated by the Chief Executive accordingly.

c) Committees and working parties may co-opt outside members from time to time in order to bring additional skills, experience or networks.

d) Committees and working parties cannot exercise authority over staff nor shall they delegate tasks to any staff unless the Chief Executive has specifically agreed to such delegations.

e) Unless explicitly empowered by the full Board, committees or working parties cannot make binding Board decisions or speak for the Board. For the most part the function of committees and working parties, in fulfilling their role, is to make recommendations to the Board.

f) Committees and working parties will not mirror operational divisions, departments or staff functions.

8.6 Agenda Planning To meet standards of good governance, the Board will follow a one year agenda that (a) regularly reviews strategic achievements and relevant strategic issues (b) provides assurance that all relevant compliance requirements are addressed, and (c) improves Board performance through education and continuous focus on its governance effectiveness. The Board will develop an annual agenda setting out a framework for its year’s work. Examples of recurring and once-off agenda items include:

Scheduled review of the Board’s stated results as indicated in the Board’s strategic planning statements, e.g. via Chief Executive reports and presentations.

Scheduled time for strategic planning.

Scheduled assessment of organisational risk.

Consultations with key stakeholders as appropriate.

Governance education as appropriate e.g. sessions that facilitate a better understanding of the organisation’s business.

Other policy compliance monitoring both in respect of the Chief Executive delegation and other Board policies, e.g. regular financial and non financial reporting.

Board Effectiveness review.

Chief Executive performance appraisal review meetings (setting up and reporting) and remuneration review.

Preparation for or review of AGM matters.

Meeting with the external auditor.

Scheduled reporting by the Audit Committee or other Board committees.


Specific Board discussion relating to projects currently underway, e.g. buildings, change programmes etc.

All other matters that the Board can plan for. 8.7 Meeting Planning All Board committee meetings are to be scheduled no less than three (3) weeks prior to each Board meeting.

Agendas are to be prepared in consultation with the Committee Chairs, CEO.

Agendas of committee meetings are to be approved by the Committee Chair prior to circulation

The minutes of committee meetings are to be approved by committee chair within one (1) week post meeting.

Agendas for Board meetings are to be agreed with the Board Chair (with input from CEO and Committee Chairs) two weeks prior to the Board meeting.

All Board papers are to be distributed no later than one week prior to the Board meeting.

Draft Board minutes are to be distributed no later than one (1) week after the board meeting.

Inclusion of additional items outside of these timeframes may only occur with the permission of the Board Chair or Committee Chairs and will only be granted in exceptional circumstances.

8.8 Board Member Induction The Board will provide to all new directors a thorough induction into the affairs of both the Board and Lifeline at large.

a) All prospective directors will be provided with all relevant information. b) Prior to attendance at their first Board meeting, new directors will:

Receive a copy of the Board’s resource handbook including Governance policies, Articles/Constitution and other relevant legal governance documentation, current and recent meeting papers, an organisational chart, contact details for other directors and key staff, a glossary of key terms, definitions and acronyms, the current year’s meeting schedule ,the annual agenda, details of all insurances held, last audited accounts and annual report and current financial statements; details of secured and unsecured borrowings; and minutes of the last three Board meetings.

Meet with the Chairperson for a governance familiarisation. This meeting may be held as a group session or with individuals.

Meet with the Chief Executive for an operational familiarisation. 8.9 Board Development The Board has agreed to commit resources to:

The provision of Company Director Course training to two Members per year,

with preference going to the Board Chair and the Chairs of Subcommittees,

and that bookings be made subject to Board approval;

Providing e-learning opportunities on director issues; and

AICD membership for all Board Members.


The Board’s value-adding role requires that all directors must have access to professional development relevant to their duties as a director.

a) The Board will make every reasonable effort to facilitate training for all

directors and for the Board as a whole to maximise the value-adding contribution to the organisation.

b) The Board will annually carry out a review of its performance. (See Board Performance Review policy)

c) To assist it to fulfil its monitoring responsibilities the Board may engage outside assistance. This includes but is not limited to financial audit.

d) All costs associated with governance effectiveness will be designed to ensure the development of the highest standard of governance including; meeting costs associated with effective communication with owners and other key stakeholders, surveys and associated analysis, focus groups, the costs associated with external audit and other independent third party reviews or consulting input.

8.10 Solvency Declarations The Board must formally review each Quarterly Finance Report and, and after due consideration and if there are sufficient grounds, pass a resolution to the effect that there are reasonable grounds to believe that Lifeline can pay its debts as and when they fall due.

8.11 Minutes of Board & Committee Meetings Minutes of Board and Committee meetings are an important part of the meeting procedure as they form the official record of the proceedings and resolutions of directors’ meetings. As per section 251A (1) of the Corporations Act 2001 (Cth) (‘the Act’), companies are required to keep minute books in which it must record within one month:

The proceedings and resolutions of directors' meetings (including Board Committee meetings) and

Resolutions passed by directors via circulation. Usually, minutes include fairly standard content which must be confirmed after the meeting and kept secure. Minutes should

Document corporate decisions

Highlight director dissent (where appropriate)

Clarify the Board’s intent in particular matters and

Be evidence for directors’ compliance with legal duties and responsibilities.

Following a meeting, it is the Company Secretary’s duty to compile and circulate the minutes to the Board. Once the minutes have been verified by all attendees, the chair of the meeting has to sign the same within ‘a reasonable time’ after the meeting (usually at the next meeting). Once the minutes are signed by the meeting’s chair, the minutes become a legal document. The company is responsible for maintaining the minute books and keeping such documents safe. It is a requirement that the minutes be kept at the company’s registered office or principal place of business.

8.12 ‘In Camera’ Meetings. Decisions made during in camera meetings and, where appropriate, the factors considered in determining to hold the Meeting in camera should be recorded in



separate set of minutes. In the absence of the Company Secretary from such a meeting, the chair of the meeting is responsible for ensuring that decisions, important factors and action items arising are minuted appropriately. It is in the best interest of the directors to maintain an appropriate record of the meeting should this information become necessary at a later date.

Minutes of an in camera Meeting should be circulated to those who participated in the Meeting and following their approval of the same the minutes should be kept confidential. In the interest of good corporate governance practice, the Company Secretary should maintain a separate list of in camera minutes.

At the start of each in camera meeting, the chair of the meeting must appoint a director to be responsible for recording the minutes of the meeting. Subsequently, the chair must ensure that minutes are provided to the Company Secretary for inclusion in the minute books as is required under the Act.

9. Board-Chief Executive Inter-relationship Policies 9.1 Delegation to the Chief Executive The Board delegates to the Chief Executive responsibility for implementation of its strategic direction/strategic plan while complying with the Chief Executive Delegation policies.

a) Only the Board acting as a body can instruct the Chief Executive. Typically

all instruction to the Chief Executive will be codified as policy.

b) The Board will make clear Lifeline’s strategic direction including

performance indicators to be applied by the Board when reviewing the

organisation’s and the Chief Executive’s performance.

c) The Board will advise the Chief Executive in writing of any limitations it places upon the delegations to the Chief Executive.

d) The Chief Executive is responsible for the employment, management and

performance evaluation of all staff employed/contracted to the

organisation.

e) Neither the Board nor individual Board members will ‘instruct’ staff in any

matters relating to their work.

f) The expert knowledge and experience of individual Board members is

available to the Chief Executive, and to nominated staff where deemed

appropriate and requested by the Chief Executive.

9.2 Board Chair and Chief Executive Relationship The Board Chair shall provide the Chief Executive with regular opportunities to discuss ideas, check directions and act as a supportive sounding Board for the Chief Executive.

A professional working relationship between the Board Chair and Chief Executive is essential.It is incumbent on both the Board Chair and Chief Executive to raise with each

other in a professional and constructive manner any concerns they have about their relationship. Where the Chief Executive feels he/she is unable to do so, they should refer the matter to the Chair of the Governance Committee.


9.3 Chief Executive Authority a) Always with the proviso that the Chief Executive’s decisions must be

consistent with and not defeat the stated intent and the spirit of the Board’s policies, he/she is authorised to establish all operational policies, make all operational decisions and design and implement and manage all operational practices and activities.

b) Acknowledging a Board member’s right to have access to information

necessary to meet his/her duty of care to the organisation, the Chief

Executive may defer instructions or requests from individual Board

members or from unofficial groups of Board members if, in his/her opinion,

such requests or instructions are:

Inconsistent with the Board’s policies;

are deemed to make unjustifiable intrusions into the Chief Executive’s

or other staff member’s time; or

are an unjustifiable cost to the organisation.

c) The Chief Executive must notify the Chairperson of the use of point b.

9.4 Chief Executive Performance Assessment The Chief Executive’s performance will be continuously, systematically and rigorously assessed by the Board against achievement of the Board-determined strategic outcomes and compliance with Chief Executive Delegation policies. The Board will provide regular performance feedback to the Chief Executive.

a) The Board’s assessment of the Chief Executive’s performance will be

against only those performance indicators that have been agreed at the

commencement of the performance year.

b) The standard applied to all facets of the performance assessment shall be

that the Chief Executive has met or can demonstrate compliance with the

intent or spirit of the Board policy/statement.

c) The Board may monitor any policy at any time using any method but will

normally base its monitoring on a predetermined schedule.

d) The Board may use any one or more of the following three methods to

gather information necessary to ensure Chief Executive compliance with

Board policies and thus to determine its satisfaction with that person’s

performance:

Chief Executive reporting,

Advice from an independent, disinterested third party, or

Direct inspection by a Board approved Board member or group of

Board members.

e) If at any time the Board engages an outside evaluator to assist the Board

to conduct an assessment of the Chief Executive’s performance, the

process must be consistent with this policy. Any such evaluator is a

contractor to the Board, not the Chief Executive.


Reporting/monitoring schedule

Policy Frequency/date for review

Method of data collection

Strategic Directions Annually Members Meetings

Sighting of governance registers

Quarterly Board Chair signs registers

Board Minutes Quarterly Board Chair signs

Board Performance Assessment

Annually Board decision

Board Charter review Annually Board decision

Review of roles, membership and TOR for Board Committees

Annually Board decision

CEO Assessment Annually Board Chair and Deputy Chair conduct Appraisal

CEO Remuneration Annually Board Chair and Deputy Chair conduct Appraisal

CEO Position Description Annually Board Chair and Deputy Chair conduct Appraisal

Alignment of Operational Plan with Strategic Plan

Annually CEO report

Performance against Operational Plan (CEO & National Office)

Quarterly CEO report

Emergency Chief Executive and Senior Management Succession Planning

Annually CEO report

Human Resources Report including OH&S review, staff remuneration & benefits

Annually CEO report/ staff climate survey

Public Relations and Media Quarterly CEO report

Budgeting/financial planning

Annually CEO report/Audit & Risk Committee

Budget review Six Monthly CEO report/ Audit & Risk Committee

Financial Management Quarterly CEO report/ Audit & Risk Committee

Investments Quarterly CEO report/Audit & Risk Committee

Asset Management Annually CEO report/ Audit & Risk Committee

Review of Insurances Annually CEO report/ Audit & Risk Committee

Risk Plan Quarterly CEO report/ Audit & Risk Committee

Communication and Support to the Board

Quarterly Board feedback at end of each meeting

Audit & Risk Committee Reports

Quarterly Audit & Risk Committee


10. Chief Executive Delegation Policies 10.1 Overarching Chief Executive Limitation

The Chief Executive must not take, or approve any action in the name of Lifeline that is in breach of the law, is imprudent or which contravenes the spirit of the Lifeline Future Directions statements or any organisation specific or commonly held business or professional ethic.

10.2 Financial Planning The Chief Executive is responsible for the day-to-day financial planning of the organisation. In carrying out this duty he/she must ensure that nothing is done, or authorised to be done, that could in any way cause financial harm or threaten the organisation’s financial integrity. In developing the operational financial plan and budget, the Chief Executive must not:

a) Fail to demonstrate

a credible projection of revenues and expenses,

separation of capital and operational items,

projection of cash flows, and

disclosure of planning assumptions. b) Create financial risk beyond Board-determined parameters.

c) Fail to incorporate/accommodate medium to long-term financial plans/projections and long-term business direction.

d) Design a financial plan that anticipates the achievement of a ‘bottom line’, materially different from that determined by the Board, e.g. a predetermined surplus, acceptable deficit or balanced budget.

e) Design plans that would/could threaten the achievement of Board determined financial ratios.

f) Fail to provide for current and future capital requirements such as future buildings.

g) Fail to provide for the Board’s developmental and other expenditure. 10.3 Financial Management The Chief Executive is responsible for the day-to-day financial management of the organisation. In carrying out this duty he/she must ensure that nothing is done, or authorised to be done, that could in any way cause financial harm or threaten the organisation’s financial integrity. In managing the day-to-day financial affairs of the organisation the Chief Executive must not:

a) Use any organisational funds, or enter into any contracts or accept other liabilities, other than for the furtherance of Board-approved purposes and priorities.

b) Expend more funds than have been received in the financial year unless offset by approved borrowings or approved withdrawals from reserves.

c) Allow undisputed invoices from suppliers of goods and services to remain unpaid beyond trade credit terms agreed with those suppliers.

d) Authorise expenditure beyond the level established by the Board. e) Acquire, encumber or dispose of land or buildings. f) Neglect to ensure that there are limitations on expenditure and adequate

controls on the use of credit or other purchase cards by card holding staff. g) Fail to assertively pursue receivables overdue.

10.4 Investments The Chief Executive shall not allow or cause to allow Lifeline’s investment assets to be invested in a manner that threatens its financial security.

The Chief Executive must not:

a) Fail to maintain sufficient liquidity to meet short to medium-term financial commitments.

b) Invest in other than Board approved institutions. 10.5 Remuneration and Benefits In managing the setting and review of salaries and benefits, the Chief Executive must not make decisions or promises that would in any way cause or threaten financial harm to the organisation.


a) Change his/her remuneration. b) Fail to have regard for the employee’s skills and experience, negotiated

salary scales, award rates and market conditions for such skills and experience when establishing employee remuneration and benefits.

c) Create obligations that cannot be met over the projected period of the individual’s term of employment or over a period for which revenues can realistically be projected.

d) Cause unfunded liabilities to occur or in any way commit Lifeline to benefits that incur unpredictable future costs.

e) Make promises or offer guarantee of long-term employment under circumstances when such guarantees or promises cannot realistically be honoured.

f) Fail to honour staff entitlements accrued or carried forward as the basis of a contractual agreement with another organisation.

10.6 Protection of Assets The Chief Executive shall not fail to take all prudent and reasonable actions to ensure that Lifeline’s assets, physical and intellectual, are protected against all foreseeable damaging circumstances.


a. Permit any unauthorised person to handle cash. b. Process the receipt or disbursement of funds outside of controls

acceptable to the duly appointed auditor. c. Allow the assets to be insured for less than is considered necessary for

prudent risk-management. d. Make any purchase of goods or services without protection against conflict

of interest. e. Allow employees to drive Lifeline’s vehicles or rental vehicles if they do not

hold a current driver licence in the appropriate category or if their driving record causes the vehicle insurance to be restricted or be cancelled.

f. Fail to protect intellectual property, information, and files from loss, improper use, improper purposes, or significant damage.

g. Fail to maintain a current assessment and evaluation of the risk factors that could conceivably disrupt Lifeline’s effective and efficient operation and


ensure that there are plans and systems that, in the event of disruptive events, will allow continuity of business.

10.7 Communication & Support to the Board The Chief Executive shall not permit the Board to remain uninformed about issues and concerns essential to the meeting of its duty of care, the carrying out of its responsibilities and the meeting of its accountabilities to its owners and key stakeholders.

The Chief Executive must:

a) Provide support and information in a timely, accurate and understandable fashion addressing the various issues to be monitored by the Board.

b) Provide financial reports that make clear:

significant trends

performance against agreed benchmarks and Board-agreed measures

further Board financial data as determined by the Board from time- to-time.

c) Inform the Board of significant external environmental trends, achievement of, or progress towards the achievement of, the Board’s strategic direction statement or changes in the basic assumptions upon which the Board’s policies are based.

d) Inform directors when for any reason there is actual or anticipated non- compliance with a Board policy.

e) Inform the Board of any breach of any externally imposed compliance requirement.

f) Inform the Board of any serious legal conflict or dispute or potential serious legal conflict or dispute that has arisen or might arise in relation to matters affecting Lifeline.

g) Ensure that the Board is provided with the necessarily wide range of views and perspectives in support of effective decision-making.

h) Bring to the Board’s notice such occasions when it is in breach of its Board Processes policies particularly when this relates to the Chief Executive’s ability to carry out his/her responsibilities.

i) Deal with the Board as a whole except when responding to individual requests for information or requests from Board committees or working parties.

10.8 Emergency Chief Executive Succession The Board recognises that one of its major risks is the loss of key personnel, particularly its Chief Executive. To this end the Chief Executive must not fail to ensure that there is in place an emergency management regime that can operate in the event of unexpected loss of his or her services. There must also be at least one person capable of responding to Board concerns and requirements at a level necessary for effective governance.

10.9 Employment Conditions In exercising the delegation for the management of staff and volunteers, the Chief Executive must not fail to ensure that there is provided a workplace environment conducive to sound workplace practices, consistent with workplace legislation and Lifeline’s core corporate values.


The Chief Executive must: a) Provide staff with clear guidelines as to their rights, entitlements and

workplace obligations. b) Provide staff with ‘safe’, ‘dignified’ and ‘fair’ working conditions as defined

in relevant workplace legislation. c) Provide employees and volunteers their right to an approved and fair

internal grievance process. d) Provide employee access to the Board to express a grievance when:

The internal grievance process has been properly followed; and

The grievance asserts that the CEO has breached a Board policy to his or her detriment, and/or;

The grievance asserts that the Board has not provided adequate protection of the staff member’s human rights.

There is verifiable evidence of this. e) Access to the Board is via the Chairperson. f) The Board reserves the right to appoint an independent third party to

mediate the matter or to investigate and recommend an appropriate course of action.

g) Ensure that all staff members are acquainted with their rights under this policy.

10.10 Privacy The Board places a high emphasis on high quality ethical relationships with its members and stakeholders. The Chief Executive must not create or permit conditions or circumstances in which members or stakeholders rights, dignity or privacy is denied or treated lightly. The Chief Executive must not:

a) gather member information beyond that necessary for the provision of services or as required by law.

b) protect against improper access to member information. c) fail to provide a reasonable level of privacy for member interactions with

Lifeline. d) fail to ensure that there are systems to provide information to consumers

(and their advocates) regarding the services including a process whereby a complaint or grievance can be pursued in respect of some aspect of their relationship with the organisation.

10.11 Public Affairs The Chief Executive shall not undertake, approve or in any way support any action that is directly or indirectly demeaning or derogatory or in any way damaging to Lifeline.


Documents

NATIONAL BOARD CHARTER - Lifeline · NATIONAL BOARD CHARTER Version 4.0 May 2015. Date: 2.0 2012 4.0 DOCU T ... Lifeline’s approach to corporate governance is based on a set of