Governance

The Foundation is a company limited by guarantee under the Corporations Act 2001.  We established our Health Promotion Charity status in July 2005.

The Foundation has been endorsed by the Australian Taxation Office as a Deductible Gift Recipient (DGR).

Our objectives are set out in our Constitution.

The Foundation supports the Australian Securities Exchange Principles of Good Corporate Governance and Best Practice Recommendations and applies them insofar as it is realistic to do so in the context of a large, not-for-profit organisation and with due regard to the scope of its operation and level of donor and public interest.

Stewardship rests with our Board of Directors and is supported by our Chief Executive and Chief Finance Officer.

The role of the Board is established by the Board Corporate Governance Charter. Our Board provides strategic direction; oversight of management; clarity over responsibility and accountability, while establishing integrity by ensuring a balance of authority where no single individual has unfettered power. The Foundation operates a delegation of authorities system that describes accountabilities to appropriate levels within the organisation and at the Board level.

The Board has several sub-committees that assist them to carry out their duties.  There is a Board Audit and Risk Committee Charter that sets out the authority, roles, and responsibilities of the committee. This committee, comprising four members, provides oversight of external audit, internal audit, the ongoing financial position and performance of the Foundation compared to approved budget, the working capital, the annual financial statements, risk management, and compliance with laws, contracts, policies and procedures, and the oversight of short and long term monetary investments.

An Internal Audit Charter sets out the authority, role, and responsibility of the Foundation’s internal audit activity. Internal audit independence is guaranteed through an additional reporting line to the Chair of the Audit and Risk Committee, should it be required.

The Foundation has quality assurance functions and compliance mechanisms with a program of continuous improvement. A Strategic Risk Register has been established and is regularly updated. Our Risk Management Policy and Risk Management Framework integrate risk management principles and practices into standard management processes.

The Nomination and Remuneration Committee Charter establishes principles and processes for Board renewel. The Nomination and Remuneration Committee provides oversight of the CEO’s engagement, performance and salary.

A Code of Conduct applies to the Board, management, and staff of the Foundation specifying practices necessary to maintain confidence in its integrity.

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