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 nominations@nhc.coop

 

BACKGROUND –

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:

 

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:

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.

 

Benefits

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.

 

Further resources

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:

 

The Role of the NHC Nominations Committee

The Nominations Committee is appointed by the Board of Directors to carry out the following responsibilities:

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.

 

Nominees’ Conversations

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.

 

Nomination Process

 

The Chair, Board Nominations Committee

National Health Co-op

PO Box 521

Jamison Centre ACT 2614

 

 

Key Dates for the 2020 election