Cancer Council Australia is a company limited by guarantee, incorporated under the Corporations Act 2001. Ultimate responsibility for the governance of the company rests with the Board of Directors. The governance statement outlines how the Board meets that responsibility.
Achieving the mission
The Board’s primary role is to ensure that Cancer Council Australia’s activities are directed towards achieving its mission of minimising the threat of cancer, through successful prevention, best treatment and support. The Board must ensure that this mission is achieved in the most efficient and effective way possible.
Our company constitution can be viewed at cancer.org.au/constitution
Specific responsibilities of the Board
The Board fulfils its primary role by:
- selecting, appointing, guiding and monitoring the performance of the Chief Executive Officer
- formulating Cancer Council Australia’s strategic plan in conjunction with the Chief Executive Officer and senior management
- monitoring management’s progress in achieving the strategic plan
- approving the company’s annual budgets and monitoring management’s adherence to them
- ensuring the integrity of internal control, risk management and management information systems
- putting in place a suite of delegations, policies and procedures
- ensuring Cancer Council Australia’s financial viability, solvency and sustainability
- ensuring stakeholders receive regular reports
- ensuring the company complies with relevant legislation and regulations
- acting as an advocate for Cancer Council Australia whenever and wherever possible.
The Board has formally delegated responsibility for Cancer Council Australia’s operations and administration to its Chief Executive Officer, Professor Sanchia Aranda, and her senior management team.
The Board acts collectively as it oversees and monitors management’s performance by:
- meeting at least four times during the year
- receiving detailed financial and other reports from management at these meetings
- receiving additional information and input from management when necessary
- assigning to its Executive and its Finance, Audit and Risk Committees, responsibility to oversee particular aspects of Cancer Council Australia’s operations and administration.
Each Board committee operates under separate terms of reference approved by the Board. Other advisory committees report through the Chief Executive Officer to the Board. Their terms of reference are reviewed regularly and updated as necessary.
All Board members are non-executive directors and receive no remuneration for their service.
The company’s constitution specifies:
- There must be no more than 13 ordinary member directors.
- No employee of the company, including the Chief Executive Officer, can be a director of the company.
- Directors are appointed annually at the company’s Annual General Meeting by Cancer Council Australia’s eight member bodies.
Board members are appointed on a representative rather than skills basis. The Chair and Chief Executive Officer oversee the induction process for new Board members.
Board members receive a written handbook on their appointment. Board members’ knowledge of the business is maintained by regular visits to Cancer Council Australia’s operations, management presentations and other activities as necessary.
Through its Finance, Audit and Risk Committee, the Board oversees the establishment and implementation of Cancer Council Australia’s risk management system, which is designed to protect the organisation’s reputation and manage those risks that might preclude it from achieving its goals.
Management is responsible for establishing and implementing the risk management system, which assesses, monitors and manages operational, financial reporting and compliance risks. While the Board retains responsibility for managing risk, the Finance, Audit and Risk Committee is responsible for monitoring the implementation of and reporting on the risk management system.
The Board and Board committees may request access to external advice on their responsibilities at any time. The organisation maintains separate relationships with an independent legal firm and an independent firm of accountants and auditors.
Ethical standards and code of conduct
Board members, senior executives and staff are expected to comply with relevant laws and the company’s codes of conduct, and to act with integrity, compassion, fairness and honesty at all times in all their dealings in pursuing the organisation's mission.
Board and committee members and staff are made aware of Cancer Council Australia’s ethical standards and code of conduct, and provided with copies of relevant documentation, during their induction to the company.
In the performance of their duties, Board members of Cancer Council Australia are required to adopt the highest standards of personal and professional behaviour. When meeting as the Board, directors must always act in the best interests of Cancer Council Australia.
The Board’s code of conduct requires directors to declare any financial, personal or professional conflict of interest at each meeting of the Board and to abstain from voting on any motion about which there is a conflict.
During and after their terms, all directors have a duty to maintain the confidentiality, integrity and security of official information for which they are responsible or come to learn of during their directorship, and to avoid any activity that may be likely to harm the reputation of the company or its member bodies.
Apart from its eight member Cancer Councils across Australia, Cancer Council Australia has many stakeholders, including cancer patients and their carers, cancer professionals, other non-profit organisations, advisory committees, corporate partners, staff, government and the general public.
Cancer Council Australia adopts a consultative approach in dealing with its stakeholders in its activities and especially in the development of its policies and position statements.
This page was last updated on: Friday, October 21, 2016