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UPA of NSW Ltd – Corporate Governance Statement 2024

 

1. Mission and Values – Opening Statements

Our organisation’s purpose is to offer care of the highest possible standard consistent with the UPA’s Christian commitment and the expectations of society.

Additionally, it seeks to govern itself with its Philosophy of Care which aims to provide quality service and care. We believe that every person that we care for has the right to live in peace with dignity, respect, and security. That right does not diminish, irrespective of age.

We welcome people from all religious and cultural backgrounds. We convey compassion, kindness, respect, and honesty in our work. Our staff and volunteers encourage and empower those we care for, to choose their own path. Mindful of how we ourselves would like to be treated, we aim to provide a caring atmosphere, of Christian love and understanding. When we have failed to live up to our Values, Purpose, or Philosophy of Care, we will seek to make amends.

Our values of compassion, respect, inclusiveness, kindness, and integrity underpin our governance framework.

2. Governance Structure

▪ United Protestant Association of NSW Limited (UPA) is a not-for-profit Public Company Limited by Guarantee and is the main operating entity which provides UPA’s aged care, retirement living, community and home care services. It is a member-based organisation that was established on 31 December 1937.

3. Board Oversight

3.1 The Role of the Board

The Board is responsible for:

▪ Guiding and reviewing management performance to ensure fulfilment of UPA’s Mission;

▪ Promoting a culture of quality and safety in UPA services of continuous improvement and monitoring to ensure that care is delivered in compliance with all relevant legislation, regulatory requirements, quality standards and guidelines. The Board has ultimate responsibility and influence over the care and services provided to those in UPA’s care; 

▪ Setting the company’s strategic direction;

▪ Setting and annually reviewing UPA’s Risk Appetite Statement;

▪ Monitoring and reviewing the effectiveness of Clinical, Safety, Financial and nonfinancial risk management systems;

▪ Approving and reviewing Board-owned policies;

▪ Appointing and monitoring the performance of the Chief Executive Officer; and

▪ Maintaining an active dialogue with the members through the Board Chair to ensure alignment with UPA’s mission. The Board is committed to ensuring that there is a high standard of corporate governance practice which promotes high standards of care and promotes a safe environment for residents, clients and staff and allows UPA to be a valuable contributor to the communities in which it operates.

The Board Charter sets out the Board’s roles and responsibilities and clearly sets out matters requiring Board approval and matters which have been delegated to management.

3.2 Governance Framework: The Board and its Standing Committees

The Governance Framework has been adopted to allow Standing Committees to assist the Board in fulfilling its responsibilities. There are Four (4) Standing Committees of the Board:

(i) Clinical Governance Committee

(ii) People Culture and Remuneration Committee

(iii) Financial Performance, Audit, IT and Risk Committee

(iv) Property Planning and Projects Committee

# Interim committees may be established from time to time to assist with ad hoc projects.

# Each Committee has its own Terms of Reference which sets out the roles and responsibilities of the Committee.

3.3 Board Composition and Succession

The Board of UPA is composed of Directors who provide a diverse mix of skills, experience, and expertise, including clinical expertise which allows the Board to effectively discharge its responsibilities in accordance with the Board Charter, Constitution, Aged Care Standards, and any relevant legislation including the Aged Care & Other Legislation Amendment (Royal Commission Response) Act 2022 (Act).

The Board is responsible for assessing candidates for open Board positions with regard to the skills mix, experience and diversity required to complement existing members and making a resolution for ratification regarding the appointment of a new Director. This process is undertaken and completed through a Governance and Nominations Committee that is enacted on an as required basis. The Committee Charter sets the roles and responsibilities of the Committee.

 3.4 Director Independence

Directors are required to be independent of any conflict of interest and are always required to act in the best interests of UPA. Directors should be free of any position, role, ownership, or other relationship which would interfere in their ability to act in UPA’s best interest objectively and independently. In accordance with the Act, the Board must have a majority of Independent Non-Executive Directors.

All Directors have been assessed as being Independent Non-Executive Directors.

3.5 Clinical Care Experience

The Act requires the Board to have at least one (1) Director with clinical care experience.

The Board currently has two (2) Directors who have been assessed as having the relevant clinical care experience.

4. Values and Identity

UPA’s Mission and Values are the guiding principles upon which the Board carries out its activities.

5. Quality and Safety Governance

Consistent with the core principles outlined above, the provision of quality and safe services is a key responsibility of the Board. The Clinical Governance Committee is responsible for assisting the Board in its oversight of the safe and quality provision of UPA’s services. The Committee’s charter sets out the roles and responsibilities of the Committee and requires that at least one member has clinical qualifications and other members have expertise across a range of areas relevant to UPA’s operations. This includes assisting the Board to ensure that UPA’s systems and processes are appropriate for the delivery of safe and effective clinical personal care, home and community support services that meet all legislative requirements including the Aged Care Quality Standards and Aged Care Act.

6. Finance, Financial Reporting and Risk

The Finance, Audit and Risk Committee is responsible for assisting the Board in its oversight of finance, financial reporting, audit matters (internal and external), risks and internal controls. The Committee Charter sets out the roles and responsibilities of the Committee, including the Committee’s role in recommending the appointment of the external auditor and oversight of the internal audit function and the external auditors.

The Board has adopted a high-level Risk Appetite Statement to help guide decision making which confirms a low appetite for risks which imperil delivery of our core mission and conduct inconsistent with our values. The Risk Appetite Statement is reviewed on an annual basis.

6.1 The Board completes an Annual Attestation Statement

The Board of Directors are required to attest annually to their compliance or non-compliance with their responsibilities during the Reporting Period under the Aged Care Act 1997 (Cth) and the Aged Care Quality and Safety Commission Act 2019 (Cth).

7. Property and Facilities

UPA manages a large property portfolio. The Property, Projects and Planning Committee assists the Board in fulfilling its governance, oversight, and monitoring responsibilities in relation to the area of property and property development.

The Committee’s Charter sets out the roles and responsibilities of the Committee and requires that at least one member has a background in property and/or development and have experience in managing property related risk management.

8. People and Culture

Our people are central to the delivery of our Values and Philosophy of Care.

We have policies in relation to staff recruitment, performance and behaviour which reflect our core values. There is a Code of Conduct that reinforces our obligations to act with respect, to provide safe and quality services and ethical behaviour.

Oversight of complaints and feedback from staff and consumers and their families is an important mechanism for the Board to assess the culture of UPA and the Board also receives regular reports on staff engagement.

The People and Culture Committee supports, advises, and makes recommendations to the Board with respect to remuneration strategies, policies and Practices designed to attract, retain, and motivate, executives and employees and to ensure that UPA has a diverse and inclusive work environment where everyone is treated fairly and with respect.

The Committee Charter sets out the Committee’s roles and responsibilities.

9. Effective Date of the Information Contained within this Statement

Information contained within the 2024 Corporate Governance Statement is current with effect from 3 May 2024.