How the Uniting NSW.ACT Board governs.
Uniting is established under By-law 4.1.2(a) of the Uniting Church in Australia Synod of NSW and the ACT, as an institution for the Ministry Area of Social Responsibility, which includes social justice, community services, and related chaplaincy work of the Church. It has the regulatory responsibilities of a Public Benevolent Institution (PBI), which reflects its main purpose to provide benevolent relief for people suffering from poverty, sickness, distress, misfortune, destitution or helplessness, operating within the mission and ethos of the Church.
Members of the Board are appointed by the Synod Standing Committee, in accordance with the requirements of the Synod By-laws.
The overall Board size is maintained at no more than 11 members, including the General Secretary of the NSW.ACT Synod (compared with the approved maximum Board size of 12). Each member is appointed for up to a 3-year term, with a maximum of 3 terms (9 years). The Chair of the Board is an ex officio member of the Synod Standing Committee.
Board members are recruited from within the Church and the wider community, bringing varied backgrounds and experience for the necessary breadth and depth of knowledge required to meet the Board’s responsibilities and objectives. Recruitment is undertaken by reference to a board skills matrix.
The Board convenes up to 10 times per year in scheduled meetings, where it receives monthly, quarterly or 6-monthly performance, operations, and risk and compliance reports from the Executive Director (CEO), Executive Leadership Team and the Board Committees. Strategic planning days and Board development opportunities are undertaken in addition to these scheduled meetings. The Board has committed to meeting at least twice each year, in settings that reflect the geography and breadth of our services. On these occasions, we take the opportunity to ensure connection with other Church leadership and activities in that region. It is also an opportunity to connect with, and reflect, our strategic intent with other civic and community leaders.
In addition to formal meeting time, members spend time reading and analysing Board papers and reports submitted by management, and in informal discussions with management. The Board also receives regular reports and presentations on employee safety, customer and patient quality outcomes, implementation of the strategic plan, key policy decisions, stakeholder engagement, social justice, and research activities and outcomes.
The Uniting Board is committed to the highest standards of governance, in accordance with Australian Charities and Not-for-profits Commission (ACNC) Governance Standards, and has modelled the Australian Institute of Company Directors (AICD) Not-for-Profit Governance Standards in its approach.
It has established governance practices and organisational structures which are designed to focus on fulfilling the Church’s mission in social justice and community services, responsible stewardship, integrity and ethical frameworks, accountability and effective risk management, on behalf of the Uniting Church in NSW and the ACT.
The role of the Board is to develop and approve the strategic direction of Uniting for submission to, and final approval of, the Synod. Then, the Board’s role is to guide and monitor the management of Uniting in achieving its strategic plan, and to oversee good governance practice. The Board aims to further the mission and priorities of the Synod, while balancing the interests of other stakeholders, including clients, employees, volunteers, funding bodies and the wider community. Through this, the Board’s role is to ensure that its benevolent purpose remains its priority.
Uniting maintains a register of Directors’ Interests, and any potential conflicts of interest are recorded annually and reviewed monthly as part of normal Board meeting procedures. At each meeting, Directors turn their minds to any interests arising from the agenda, which are declared to the Board meeting, and the Board then determines the appropriate management required in accordance with an approved policy.
Board committees and working groups
Committees have been established to assist the Board in fulfilling its responsibilities and sharpen its focus on governance and risk management to add value to the Executive’s processes. All Board members (other than ex officio members) also serve on these committees. Additional external committee members are appointed to ensure the appropriate mix of skills and experience.
Each committee has its own terms of reference, or Charter, which sets out the authority delegated to it by the Board, and details the way the committee is to operate. Each committee reviews and monitors relevant performance data against established key performance indicators.
During FY21, the Board-approved committees were:
- Audit and Risk Committee
- Finance, Investment and Capital Committee
- Care and Safety Committee
- Mission Governance and Collaboration Committee
- Remuneration Committee.
Working groups are also established from time to time, to assist the Board with specific time-bound projects. During FY21, the Board-approved working groups were for:
- COVID-19 Oversight
- By-Laws Review (appointed by the Synod Standing Committee)
Audit and Risk Committee
The purpose of the Audit and Risk Committee is to assist the Board with its oversight and monitoring responsibilities in relation to: strategic risks; operating risks of Uniting services; risks relating to Uniting’s role within the national Uniting Church network; and Uniting’s role in community services operated in the broader Church, as governed by the Uniting Church By-laws.
This Committee has 4 Board members. Meetings are attended by the Executive Director, Director of Finance and Strategy (Chief Financial Officer), Director of Governance, Risk and Quality, and other senior executives by invitation. Representatives of the external auditor and any other Board members also attend meetings as required.
Finance, Investment and Capital Committee
The purpose of the Finance, Investment and Capital Committee is to assist the Board with its oversight and monitoring responsibilities in relation to strategy, governance and risk in: financial performance; real property and capital works; material and significant investments (including information technology, service acquisitions, joint ventures etc); and financial investments and liquidity issues.
This Committee has 4 Board members and 1 external member. Meetings are attended by the Executive Director, Director of Finance and Strategy, Director of Property and Housing, and other senior executives by invitation.
Care and Safety Committee
The purpose of the Care and Safety Committee is to assist the Board with its oversight and monitoring responsibilities in relation to the care of clients, and the safety and wellbeing of all Uniting people, including clients, employees and volunteers.
This Committee has 4 Board members and 1 external member. Meetings are attended by the Executive Director, Director of Customer, People and Systems, Director of Governance, Risk and Quality, Director of Ageing, Director of Children, Youth and Families, and other senior executives by invitation.
Mission Governance and Collaboration Committee
The purpose of the Mission Governance and Collaboration Committee is to assist the Board with its oversight and monitoring responsibilities in relation to mission governance and collaboration, including: seeking assurance that the mission of Uniting aligns and supports the strategic direction of the Synod of NSW.ACT; promoting collaboration with other parts of the Uniting Church through Church engagement to achieve Uniting’s purpose; providing support and encouragement to the work of the Uniting Aboriginal and Islander Christian Congress; and governing the advocacy work of Uniting.
This Committee has 4 Board members and 1 external member. Meetings are attended by the Executive Director, Director of Mission, Communities and Social Impact, and other senior executives by invitation. A delegate of the Synod General Secretary also attends.
The purpose of the Remuneration Committee is to assist the Board in overseeing: Uniting’s remuneration framework and policy for Executive and non-award employees; the remuneration to be awarded to the Executive team and the Executive Director; whether there is any gender or other inappropriate bias in remuneration for Executive or other employees; and stipend arrangements on behalf of the Uniting Church in Australia, Synod NSW.ACT.
This Committee’s membership comprises the Chairs of: Audit and Risk Committee; Finance, Investment and Capital Committee; Care and Safety Committee; and Mission Governance and Collaboration Committee. Upon invitation, meetings are attended by the Executive Director and Director of Customer, People and Systems.
Executive Director (CEO)
The Executive Director is appointed by the Uniting Board, subject to the endorsement of the Synod, and is subject to a performance review by the Board (led by the Chair) annually at a minimum. The Executive Director, together with the Executive Leadership Team, recommends policy and strategic direction for Board approval and submits business and operational plans to achieve agreed strategic goals and outcomes.
The Executive Director attends, by invitation, meetings of the Synod Standing Committee and meets regularly with the Moderator and General Secretary on a range of matters. The Executive Director is a member of other Synod/agency working groups, including the NSW.ACT Synod Leadership Team and UnitingCare Australia, and works with the broader Uniting Church across Synods and nationally on operational, policy and missional matters.
Executive Leadership Team
While responsibility for the overall performance of Uniting rests with the Board, operational and management matters have been delegated to the Executive Director, supported by the Executive Leadership Team.
The Executive Leadership Team provides leadership, strategic and operational direction, and oversight of performance. Executive and service stream committees have been established to support values-based decision making and oversight of care and clinical service delivery, safety and quality, and risk. These committees provide technical advice and leadership about complex care or service requirements. Each service stream undergoes a comprehensive independent regulatory compliance review, and voluntarily seeks opportunities for learning and external benchmarking.
Leap in! Australia Ltd
In July 2017, Uniting NSW.ACT entered a joint venture with UnitingCare Queensland to establish an incorporated special purpose charitable company limited by guarantee, to bring a new service offering for participants of the National Disability Insurance Scheme (NDIS). Leap in! Australia Ltd was formed and began trading in mid-2018. An app was developed to assist people living with a disability in navigating the complexity of services provided, identifying provider availability, and co-ordinating care. Through the learnings from its operational experiences, the joint venture members are gaining new insights into the challenges and potential gaps for individuals and families seeking to navigate the emerging NDIS environment.
Board appraisal and remuneration
The Board formally reviews and evaluates its performance with external support, collectively and individually, on a regular basis. The Board Chair also meets informally with each Board member to discuss individual performance.
Board members are remunerated in accordance with a policy developed in consultation with the Synod’s Governance Oversight Committee, consistent with Synod Policy. Remuneration was managed within the Synod-approved FY21 remuneration pool of $660,000.
The Board has a Policy and Process that guides the exceptional circumstances that arise if management seeks to engage consultancy services where there is a relationship with a Board or Committee member. During FY21, no payments were made for consulting and other services provided to Uniting by individuals/companies associated with Board members.
Board member attendance at FY21 Board meetings is set out below. Subcommittee participation is in addition to Board meeting attendance.
Uniting Board Meetings in FY21
Eligible to attend
Heather Watson (Board Chair)
Anne Carroll (retired 22 October 2020)
Gillian Coutts (retired 22 October 2020)
David Pigott (appointed 9 Nov 2020)
Kristal Kinsela (appointed 9 Nov 2020)
Leanne Morton (appointed 9 Nov 2020)
Ex officio member
Rev. Jane Fry
The Board approves the ‘Non-award and Executive employees remuneration policy’ and the Remuneration Committee assists the Board in overseeing Uniting’s remuneration framework and policy for Executive and non-award employees. In FY21, the remuneration pool for the Executive Leadership Team (which covers 7 Executives) plus the Executive Director was $3,129,400. The remuneration policy sets out that one level up approval is required for any increases to remuneration. Accordingly, the Board Remuneration Committee is responsible for approving any changes to remuneration for the Executive. Remuneration for non- award employees is benchmarked against the Mercer general industry database, and our policy position is built around the median of the quoted benchmark, to ensure our remuneration is competitive and we can attract the best talent to the organisation, while taking account of Uniting’s charitable and not-for-profit status.