General Information For Prospective Directors
We welcome your interest in playing an active role in the governance and leadership of the NHC by nominating to serve as a Non-Executive Director on the Board.
Nomination is a big step and below we offer information to assist you in deciding if this is the opportunity for you. If you have any questions after reviewing the information, please contact us at email@example.com
The National Health Co-operative
The NHC is a not-for-profit, member owned co-operative that provides bulk billed general practitioner and other allied health care services. Members pay an annual membership fee, allowing them access to the services and practitioners of their choice across the NHC’s 9 locations in the ACT and Yass.
The NHC currently employs just under 100 clinical and administrative staff, has 32,000 active members, and accounts for around 14% of all bulk billed GP appointments in the ACT every year. The NHC team comprises:
- General Practitioners (GPs) and GP Registrars
- Nursing staff, including Registered Nurses
- Allied Health Practitioners
- Corporate Operations, reception staff and administration
The Role of the Board
Non-Executive Directors govern the National Health Co-op on behalf of our Members. The Board is responsible for setting the strategic direction, establishing effective governance arrangements, evaluating performance and ensuring financial sustainability for the NHC.
The Board has two fundamental responsibilities: to ensure compliance and improve performance. All Directors must comply with basic legal requirements under the Cooperatives National Law (ACT) Act 2017. This includes a duty to act in good faith and honesty, act with care and diligence, avoid any conflicts of interest, not to abuse a corporate opportunity or misuse information, and not to trade while insolvent.
On a day-to-day basis, the Board guides the NHC on:
- strategy formulation and implementation monitoring
- CEO selection/development/mentoring/remuneration/evaluation
- control and monitoring of organisational performance
- leadership and culture
- risk management
- policy formulation
- networking/building key relationships
- communication with stakeholders
- crisis response
- effective governance
- reputation management.
Structure and Composition of the NHC Board
The structure and composition of the NHC Board is outlined in the NHC Rules. The Board currently consists of eight (8) Non-Executive Directors and one (1) Executive Director, as approved by Members at the 2019 Annual General Meeting (AGM). Between five (5) and nine (9) Directors may be elected by the Members, and the Board may appoint a Director between AGMs, if required. A majority of Directors must be members of the NHC. One third of Board positions are made available for election each year.
RESPONSIBILITIES AND BENEFITS FOR DIRECTORS –
Directors’ Meetings and Time Commitment
The Board holds 12 scheduled meetings throughout the year. Meetings are generally in the late afternoon and early evening. The Board may meet at other times, as required. In addition, the Board has at least one planning workshop a year.
The Board has a number of standing sub-committees and Directors are expected to serve on at least one of these sub-committees. These committees hold meetings separate from the Board meetings several times a year. The Board may also establish other committees to address particular issues from time-to-time.
To undertake these Board activities Non-Executive Directors can expect to commit 2 or more days per month to NHC Board work.
The main benefit of being a Non-Executive Director on the NHC Board is the opportunity to contribute to steering the success and future of the organisation on behalf of members and patients.
NHC Non-Executive Directors are volunteers and are not paid. Non-Executive Directors may be reimbursed for occasional travel or related costs incurred as part of their duties.
The NHC insures Non-Executive Directors against costs and expenses incurred by them in defending any legal proceeding arising out of their conduct, while acting in their capacity as an officer of NHC.
Director education and training
Directors are encouraged to attend relevant conferences and training. These may take place outside of Canberra and can span weekends and/or weekdays.
To help ensure that Directors have the necessary skills, the Board expects all Directors without significant previous Board experience to have undertaken the Australian Institute of Company Directors’ Company Directors Course or equivalent.
It is recommended to join The Australian Institute of Company Directors (AICD) or an equivalent organisation to demonstrate a professional interest and commitment to the profession. You could also undertake formal study through the Company Directors’ Course, or the Foundations of Directorship, to become a qualified Director. Find out more at www.companydirectors.com.au
Alternatively, from time to time the AICD offers, in conjunction with the Business Council of Co-operatives and Mutuals (BCCM), a course specifically for co-op and mutuals directors in Australia called the Foundations of Directorship Course for CMES.
THE NOMINATION AND ELECTION PROCESS –
The Electoral Cycle and Timeframes
The process of nomination for election as a director includes:
- A call for nominations is issued 6 – 10 weeks before the Annual General Meeting, which is held towards the end of each calendar year. In 2020 the AGM will be held on 26 November 2020.
- Potential directors are encouraged to research the NHC and consider whether to nominate (including discussing the opportunity with an existing Board member, if they wish)
- Potential directors submit a nominations form and CV to the NHC (refer details below).
- The Nominations Committee reviews all nominations and may invite applicants to join them for a conversation about their nomination and about the NHC Board.
- The Nominations Committee advises the Board on the suitability of candidates, and the Board decides whether to endorse any candidates, and advises each candidate of the outcome.
- Nominees provide a short biographical statement to include in the information that is sent to Members in preparation for the AGM.
- Members vote to elect nominees at the AGM (in accordance with the NHC Rules or constitution) and the candidates with the most votes are appointed to the available Board positions.
The Role of the NHC Nominations Committee
The Nominations Committee is appointed by the Board of Directors to carry out the following responsibilities:
- assess the suitability of potential candidates for endorsement for the role of Board Non-Executive Director
- provide the Board with its recommendations on the suitability of potential candidates
- provide advice and support to the Board to ensure that the Board has the necessary range of skills, expertise and experience to enable it to discharge its responsibilities effectively.
Nominees may be invited to meet with the Nominations Committee after nominations have closed for discussion. The Nominations Policy provides more information on the Committee’s process and the characteristics that are important for Directors.
Directors of co-operatives carry serious legal and regulatory responsibilities and liabilities and the minimum requirement is to pass an evaluation by the Nominations Committee.
Being an effective Non-Executive Director is not a role you can ‘learn on the job’ as you are accountable as a Director from day one. Generally, the Nominations Committee is keen to understand the nominee’s reasons for applying for a Board position, explore their relevant skills and experience, and to ensure the nominee is aware of the commitment they are making. You should also be able to highlight the knowledge, skills and qualifications that you would bring to the Board.
Topics covered in the conversation may include the nominee’s knowledge and understanding of the structure and history of the NHC, as well as the economic, regulatory and legislative framework in which it operates. Also, all Directors are expected to have an understanding of risk management, accounting and finance. Finally, potential nominees need to be well aware of the role of a Board and the duties and responsibilities of being a Director.
- We welcome all expressions of interests to join the Board and any related queries.
- To apply, please download and complete the Nomination Form.
- In addition to the Nomination Form, all nominees must provide a CV outlining personal details, qualifications and experience that they consider qualify them to be a Non-Executive Director. The CV should also outline their experience on a Board for a similar type of organisation and must be no longer than three (3) typed
- The nominations form and CV must be received no later than 7 September 2020. Please submit by;
- Emailing directly to firstname.lastname@example.org
- Delivery in person to the NHC Corporate Office in Macquarie.
- Or by post, using the address below.
The Chair, Board Nominations Committee
National Health Co-op
PO Box 521
Jamison Centre ACT 2614
- Please contact email@example.com with any further questions about the application and election process.
Key Dates for the 2020 election
- 10 August 2020 – nominations open
- 7 September 2020 – nominations close
- 17 – 22 September 2020 – candidate interviews
- 26 November 2020 – annual general meeting