Corporate Governance
Aboriginal Housing Victoria seeks to ensure that it adds value by guiding, assisting and supporting management to achieve the company’s goals.
Aboriginal Housing Victoria is committed to abiding by all relevant laws and regulations and providing employees with a safe and rewarding working environment. In its deliberations, it will consider the broader community, external and internal stakeholders and the company’s responsibilities as a corporate citizen of good standing.
Day to day management of the groups affairs and the implementation of the corporate strategy and policy initiatives are delegated by the Board to the Chief Executive Officer and the Management Team.
Aboriginal Housing Victoria strives to comply with essential corporate governance principles.
Aboriginal Housing Victoria has a strong sense of its obligations to the wider community as a whole, and its corporate governance incentives comply with this overarching objective of serving the community to the best of its ability.
WHAT IS CORPORATE GOVERNANCE?
Corporate Governance refers to adopting appropriate standards and encouraging ethical behaviour and compliance with the Company’s own governing documents. It includes monitoring the Company’s compliance with corporate governance standards.
LAYING SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
The Board operates in accordance with the broad principles set out in its charter, available on the company website (http://www.ahvic.org.au/).
This charter details the composition and responsibilities of the Board as follows:
Composition
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The Board is comprised of non-executive directors that bring a fresh perspective to the Board’s consideration of strategic, risk and performance matters and are best placed to exercise independent judgement and review and constructively challenge the performance of management.
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The Chairperson is elected by the full Board and is required to meet regularly with the Chief Executive Officer.
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The company is to maintain a mix of Directors on the Board from different backgrounds with complementary skills and experience.
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The Board considers the appropriate mix of skills required by the organisation to maximise its effectiveness and its contribution.
Responsibilities
The responsibilities of the Board include:
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Strategic Planning
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Risk Management
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Reporting and Disclosure
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Management
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Performance
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Corporate Governance
The Board has established committees to assist in the execution of its duties and to allow detailed consideration of complex issues. Current committees of AHV are:
The committee structure and membership is reviewed on an annual basis.
Each committee has its own written charter setting out its roles and responsibilities, composition, structure, membership requirements and the manner in which the committee is to operate. All of these charters are reviewed on an annual basis and are available on the company website. All matters determined by committees are submitted to the full Board as recommendations for Board ratification. Minutes of committee meetings are tabled at the following Board meeting.
The Board, through its charter, and subject to certain exceptions, delegates authority to the Chief Executive Officer for the management of the company, and to ensure all appropriate decisions are adequately determined. The Board strives to maintain a high level of accountability.
STRUCTURING THE BOARD TO ADD VALUE
The Board seeks to ensure that:
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At any point in time its membership represents an appropriate balance between Directors with experience and knowledge of the organisation and Directors with specialist expertise or fresh perspective.
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The size of the Board is conducive to effective discussion and efficient decision making.
Appointment of Director’s
In accordance with the company’s constitution the number of Directors comprising the Board is no less than 4 and no more than 7.
The company’s constitution specifies that Directors hold office for a term commencing on the date from which he or she is appointed and concluding at the expiration of the third Annual General Meeting of the Company following appointment.
The number of meetings of the company’s Board of Directors and of each Board Committee held during the year ended 30 June 2008, and the number of meetings attended by each Director is disclosed under “Board of Directors”.
Prior to appointment or being considered, each non Executive Director is required to specifically acknowledge that they have and will continue to have the time available to discharge their responsibilities to the company.
Directors and Board Committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the company’s expense. Prior written approval is required however, this will not be unreasonably withheld.
In light of the above, it is important to note the Company restructure and revised constitution which was created and administered through the Constitution Committee. Aboriginal Housing Victoria, acknowledges the need for modification to meet evolving needs of the community at large.
PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING
In performing the responsibilities of the Board, Directors should act at all times in a manner designed to create and continue to build sustainable value in accordance with the duties and obligations imposed on them by the organisation’s constitution and law.
SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
The company and Finance, Audit and Risk Committee follow policy to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs.
The external auditor is requested to attend the Annual General Meeting and be available to answer questions about the conduct of the audit and the preparation and content of the audit report.
The CEO and Finance Manager have made the following certifications to the Board:
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That the company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the company and are in accordance with relevant accounting standards.
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That the above statement is founded on a sound system of risk management and internal compliance and control and which implements the policies adopted by the Board and that the company’s risk management and internal compliance and control is operating efficiently and effectively in all material respects.
MAKE TIMELY AND BALANCED DISCLOSURE
Disclosure is aimed to take place in a timely and reasonable time-frame with transparency being the over-arching aim.
ENCOURAGE ENHANCED PERFORMANCE
The Board will undertake a regular self assessment of its collective performance, the performance of the CEO, Chairperson and of its Committees. Management is invited to contribute to the appraisal process which will be facilitated by an independent third party. The Board seeks to approve the criteria for assessing performance of senior management and for monitoring and evaluating the performance of senior management generally.
REMUNERATE FAIRLY AND RESPONSIBLY
The responsibilities of the previous Remuneration Committee are now undertaken by the Finance, Audit and Risk Committee. Such responsibilities include monitoring matters outstanding with auditors, the ATO, ASIC and financial institutions as well as monitoring compliance with the Corporations Act 2001.
RECOGNISE THE LEGITIMATE INTEREST OF STAKEHOLDERS
The Board acknowledges its responsibilities to external stakeholders and the wider community at large. This includes their most impotent stakeholder, the Aboriginal community members. | 
