Election of Directors
General information for prospective Directors
The National Health Co-op (NHC) is owned by our patients (known to us as Members). You may have considered playing a more integral role in the governance of NHC via the Member election process to serve on the NHC Board. Member candidature towards becoming a Director is a very big step and you will need to consider how to best equip yourself for the task. The overview below will assist.
The role of a Board
Generally, the Board is responsible for setting the strategic direction, establishing effective governance, evaluating performance and assuring financial sustainability for the business. Directors govern the NHC on behalf of the Members. Non-executive Directors of the NHC do not receive any remuneration. All Directors must comply with basic legal requirements under the Co-operatives National Law, which specifies four main duties for Directors with a number of other areas of key responsibility; these include a duty to act in good faith and honesty, act with care and diligence, avoid a conflict of interest, not to abuse a corporate opportunity or misuse information, and not to trade while insolvent. At the broadest possible level the Board has two fundamental responsibilities: to ensure compliance and to improve performance.
On a day-to-day basis, a Board spends most of its time guiding the organisation in the areas of:
- 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 control
- effective governance, and
- 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 six (6) non-executive Directors and one (1) Executive Director, as approved by Members at the 2017 Annual General Meeting (AGM). Between five (5) and nine (9) non-executive Directors may be elected by the Members and the Board may itself appoint a Director. A majority of Directors must be Members of the NHC. One-third of Board positions shall be made available for election annually.
The electoral cycle and timeframes
General vacancies for elected Director positions each year are filled by a ballot at the AGM which is managed by the NHC Secretary. The first step in this process each year is the call for nominations. This takes place at least 6 weeks before an AGM. The call for nominations and other relevant information about the election is provided in accordance with the NHC’s Rules. This information is also made available on the NHC website.
The AGM is held towards the end of each calendar year.
The role of the NHC Nominations Committee
One of the stages in seeking a position on the Board of Directors for NHC is to place your nomination before the Board Nominations Committee. The committee is appointed by the Board of Directors to carry out the following responsibilities:
- assess the fitness and propriety of potential candidates for the office of Director,
- provide the Board with its determinations on the fitness and propriety of potential candidates, and
- provide advice and support to the Board to ensure that the Board is comprised of persons who have the necessary range of skills, expertise and experience to enable it to discharge its responsibilities effectively.
Nominees will be expected to present themselves to the Nominations Committee shortly after nominations have closed for an interview and to have forwarded to the committee, under separate cover, a curriculum vitae (CV).
In addition to the nomination form it is a requirement that all nominees will provide a CV to the committee outlining personal details, qualifications and experience that they feel qualifies them for a position as a Director. The CV should explicitly outline a nominees experience on a Board for a similar type of organisation and be no longer than three (3) typed pages in length. The Committee Chair asks that the CV is received by the Committee no later than close of business on 31 August 2018.
The CV can be provided directly to the NHC Corporate Office or sent directly, arriving no later than the closing date and time, via email to firstname.lastname@example.org or:
Board Nominations Committee
National Health Co-op
PO Box 521
Jamison Centre ACT 2614
Directors of Cooperatives carry serious legal and regulatory responsibilities and liabilities and the minimum requirement is to pass the Fitness and Propriety evaluation by the Nominations Committee. This is not a role where you can ‘learn on the job’, as you are accountable as a Director from day one. In general terms, the Nominations Committee is keen to understand the nominee’s reasons for applying for a Board position and to determine whether the person is aware of the commitment they are making. You should also be able to establish your knowledge, skills and qualifications that you could bring to the Board.
Topics covered in the interview may include but not be restricted to, the nominee’s knowledge and understanding of the structure and history of the NHC and the economic, regulatory and legislative framework in which it operates. Additionally, 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 the Board and the duties and responsibilities of being a Director.
There are other resources, some of which are listed below, that may assist in a nominee’s consideration in nominating and or in preparation for the interview.
The Board holds approximately 12 scheduled meetings throughout the year. These range from one (1) to eight (8) hours and are held between the hours of 9am and 9pm on weekdays.
In addition to regular, scheduled Board meetings, the Board meets a number of times on an irregular basis and at least once annually meets over a weekend for strategic planning purposes.
The Board has a number of standing sub committees and Directors are expected to serve on at least one of these committees.
The Board also establishes other committees to deal with particular issues, which arise from time-to-time.
Committee meetings are generally held during between 9am and 9pm and last for approximately one (1) to two (2) hours.
Insurance premiums have been paid to insure each of the Directors against any 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. Such conferences and training usually take place outside of Canberra and can span weekends and/or weekdays.
To help ensure that Directors have the necessary skills to act as a Director, the Board expects all Directors, without significant previous Board experience, to have undertaken the Australian Institute of Company Directors, Company Directors Course.
It is highly recommended to join the Australian Institute of Company Directors to demonstrate a professional interest and commitment to the profession. Ideally, you could undertake formal study by completing the Company Directors’ Course, or the Foundations of Directorship, to not only become a qualified Director, but one who will become aware of the challenges and obligations of overseeing the NHC from the Board room. Find out more at companydirectors.com.au.
If you are interested in finding out more, or to request a nomination pack, please email email@example.com.