BOARD MANUAL REFER AGENDA ITEM 10.3 MEETING 1/2009

BOARD MANUAL
REFER AGENDA ITEM 10.3
MEETING 1/2009
24th January, 2009
Revised MARCH 2011
INDEX
VISION AND MISSION
PAGE
1
CURRENT BOARD
2
BOARD MEETINGS
3
COMMITMENT
3
ETHICS, CORPORATE GOVERNANCE STANDARDS AND
BOARD GROUND RULES
3
STRATEGIC PLANNING
6
POLICY
6
MANAGEMENT OVERSIGHT
6
COMPLIANCE
7
THE CHIEF EXECUTIVE OFFICER
7
SUBCOMMITTEES
8
APPENDICES
Background to GSI
GSI Constitution
Delegation of Authority
GSI Policy Register
Audit Subcommittee – Terms of Reference
Investment Subcommittee – Terms of Reference
Services to Clients Subcommittee – Terms of Reference
Strategic Plan
9
12
20
22
24
26
30
32
1
VISION AND MISSION
GSI (GSI) is an agency of the Uniting Church. The motivation for the Uniting Church to engage
in community services arises from firstly „identifying needs within the community that no one
else is addressing and seeking to meet them – going where no one else will‟, and secondly to
„provide a mechanism for sharing the good news‟. Being an instrument through which Christ
may work and bear witness to himself and identifying and meeting the needs of those parts of
the community that are not whole; that need reconciling and renewing.
When looked at in this light the primary reason the Uniting Church provides services to the
community through agencies like GSI - is not because it can, or because it always has or
because the government agrees to fund them. The primary reason the Uniting Church provides
services in the community is in response to God‟s call to the Church for the reconciliation and
renewal of the whole creation.1
The vision for GSI is that people with a disability will have the opportunity to participate in the
mainstream of life enjoying the resources, dignity and inner strength that comes with earning a
living.
GSI‟s contribution to this vision is through its mission to provide employment choices for
people with a disability.
GSI fulfils its mission through its constitutional objects and purposes:





Enabling people with disabilities to find employment in open industry;
Maintaining facilities in which people with disabilities can be provided with a satisfying and
rewarding work environment;
Enabling people with disabilities to develop personal, social and vocational skills;
Being and remaining an agency of the Uniting Church in Australia; and
Adopting additional objects from time to time of a public benevolent nature and consistent
with the principal object and purpose.
The values that guide GSI‟s strategic planning, informing priorities for activity and the
deployment of resources are:





Integrity - Being true in all things always;
Respect - To treasure the unique dignity of every person;
Responsibility - Recognising that in all situations there are both rights and responsibilities
and being accountable for our actions;
Innovation - Being prepared to listen, take risks and try new ideas; and
Individual Service - Valuing, rewarding and celebrating the gifts and services of each person
in the achievements of the organisation.
The plan delivers clear objectives that will optimise GSI‟s mission over the next three years:
1
Extract from Council of Synod Task Group Report - Implementation of the Review of Strategic Directions and
Governance in relation to UnitingCare Agencies and Parish Missions – available from the Office of CEO - GSI.
2
A background document to GSI is at One and includes a brief history and a full copy of the
Strategic Plan is at Attachment Ten.
CURRENT BOARD
GSI is established under the Uniting Church in Australia Act 1976 - Part VI - Incorporation of
Church instrumentalities s 34.
The Board of GSI is appointed by the Synod in Western Australia and comprises:



The Chairperson, who will be a member of the Church or a confirmed member of some
other Christian denomination and be willing to participate in the life of the Church,
appointed annually;
The Chief Executive Officer; and
Not less than six nor more than ten other persons with three year terms.
The Board of GSI combines a wealth of experience from the private, public and community
service sectors. The Board's primary role is to ensure ethical corporate governance whilst
oversighting implementation of the organisation‟s mission, in accordance with sound business
principles.
3
The Board works through the Chief Executive Officer (CEO) and the senior management team.
All Board members provide their services on a voluntary basis and some Board members have
been with GSI for more than 10 years.
The profiles of our current board (ten out of a possible twelve members) follow:











Mr Rod Benness, (Chairperson) Executive Director, GBI Holdings Limited;
Mrs Lorraine Paul, (Deputy Chairperson) Past Chair of St Stephens School and Duncraig
Parish Council Chairperson;
Revd Geoff Blyth, Retired Minister, Uniting Church in Australia;
Mr Harry Kleyn, Retired Publisher, WA Business News;
Mr Robert Locke, Associate General Secretary - Resources, Uniting Church in Australia;
Mr Julian Mills, Executive Director, Gresham Advisory Partners Limited;
Mr Brendan O'Hara, General Manager - Special Projects, Paladin Resources Ltd;
Revd Wilf Pearce , Retired Methodist Minister
Ms Toni Stampalija, Management Consultant
Ms Barbara Whittle, Legal Consultant; and
Mr John Knowles, CEO
BOARD MEETINGS
Board meetings are typically held on the fourth Tuesday of each month at lunchtimes, excluding
December and April when the board is in recess. Each meeting lasts 1-2 hours. The Board also
conducts an annual planning session, usually half a day, at a time negotiated each year.
COMMITMENT
It is important that the business of the GSI Board is transacted as efficiently and effectively as
possible.
Each board member should adequately prepare for Board meetings - it is generally considered
sound practice to peruse all documents a few days before the meeting. This will ensure issues
are understood and the business of the Board is transacted smoothly.
Being a Board member of any organisation requires serious commitment and, certainly from a
team perspective, if all Board members are doing the work everyone's time commitment is
reduced markedly.
ETHICS, CORPORATE GOVERNANCE STANDARDS AND BOARD GROUND
RULES2
GSI sets very firm ethical standards and expects Board members will not only subscribe to
these, but will also encourage others at various levels of GSI to comply.
Some ethical issues vitally important to GSI include honesty, respect, a strong focus on our
vision and values, community care and concern, care about conflicts of interest, care about
outside influence and focus on the whole, rather than self. Much of this is espoused in our
values:
2
G De Lacy, A, How to Design and Implement a Board Induction Program, Australian Institute of Company Directors,
Sydney, 2004.
4


Integrity - Being true in all things always - to always be honest with each other.
Respect - To treasure the unique dignity of every person:
o
To treat each other the way we would like to be treated;
o
To respect each other's privacy; and
o
To treat each other in a polite, friendly and patient way

Responsibility - Recognising that in all situations there are both rights and responsibilities
and being accountable for our actions:
o
To be responsible for our actions; and
o
To help each other work together.

Innovation - Being prepared to listen, take risks and try new ideas - be willing to listen and
try new ideas.
Individual Service - Valuing, rewarding and celebrating the gifts and services of each
person in the achievements of the organisation - to recognise and praise each other for a
job well done.

These values underpin the good corporate governance of GSI - defined as follows:








Lay solid foundations for management and oversight - establish and disclose the respective
roles and responsibilities of board and management;
Structure the board to add value – the board should be of effective composition, size and
commitment to adequately discharge its responsibilities and duties;
Actively promote ethical and responsible decision-making;
Safeguard integrity in financial reporting - have a structure to independently verify and
safeguard the integrity of financial reporting;
Make timely and balanced disclosure of all material matters concerning the organisation;
Respect the rights of stakeholders and facilitate the effective exercise of those rights;
Recognise and manage risk - establish a sound system of risk oversight and management and
internal control; and
Remunerate fairly and responsibly - ensure that the level and composition of remuneration
is sufficient and reasonable and that its relationship to performance is clear.
A Board member or other officer of GSI must exercise their power and discharge their duties
in good faith in the best interests of GSI and for a proper purpose. To achieve this, Board
members are bound by the following Code of Conduct:








To act honestly, in good faith and in the best interests of GSI as a whole;
To use care and diligence in fulfilling the functions of office and exercising the powers
attached to that office;
Use the powers of office for a proper purpose, in the best interests GSI as a whole;
Recognise that the primary responsibility is to GSI‟s clients as a whole but where
appropriate, have regard for the interest of all stakeholders of GSI;
Must not make improper use of information acquired as a Board member;
Must not take improper advantage of the position of Board member;
Must properly manage any conflict with the interests of GSI;
Be independent in judgement and actions and to take all reasonable steps to be satisfied as
to the soundness of all decisions taken by the Board;
5


Confidential information received by a Board member in the course of the exercise of
board duties remains the property of GSI and it is improper to disclose it, or allow it to be
disclosed, unless that disclosure has been authorised by GSI, or the person from whom the
information is provided, or is required by law; and
Should not engage in conduct likely to bring discredit upon GSI.
All Board members are eligible to place matters on the Board‟s agenda, preferably well in
advance of meetings, so that matters requiring significant attention are not suddenly dropped
into general business.
It is important that you seek clarification on any issue that appears vague or general and, if still
not satisfied, bring such questions to the board.
If we know in advance that a matter is to be discussed and represented by board members,
appropriate time can be made available at board meetings for that matter, and briefing papers
and other support material can be prepared.
This is not restricting any board member's right to bring material before the board, but is
suggested as the most effective way to ensure that matters are not given scant attention or are
automatically postponed until the next board meeting.
The Board‟s agenda is prepared by the CEO and approved by the Chairperson who meets with
the CEO before Board meetings to ensure that proper attention is placed on the structure of
the meeting.
The constitution of GSI (Attachment Two) is entirely consistent with these matters as it
empowers the Board to be responsible for the following specific governance matters at GSI
including:





Strategic planning;
Policy development;
Management oversight;
Compliance; and
The CEO
These are briefly discussed in turn in the following sections.
6
STRATEGIC PLANNING
In relation to strategic planning, the Board will determine, oversee the implementation of and
monitor a long-term strategic plan having regard to the objects and purposes of GSI.
The Board sets aside time for an annual planning session based on its planning cycle and budget.
This allows Board members to be aware of specific time-consuming discussion and also allows
executive staff to prepare material well in advance.
POLICY DEVELOPMENT
In relation to policy development, the Board will:


Determine and interpret policy consistent with the objects and purposes stated above; and
Oversee the implementation of policy approved by the Board.
Boards are not expected to engage in micro-detailed policy and procedural development,
however, it is important that such procedures are in line with the policy directions set by the
Board.
Accordingly, the Board has an approved delegations policy (Attachment Three).
Most policy is reviewed and approved by Management every two years (Attachment Four).
MANAGEMENT OVERSIGHT
The Board of GSI has developed and will maintain a set of Key Performance Indicators which,
firstly, allows the board to examine GSI operations as a whole and progress on its Strategic
Plan.
In relation to management the Board will:






Approve and monitor an annual plan for the achievement of strategic goals;
Obtain and consider reports on the management and programs of GSI to ensure ongoing
good governance;
Implement procedures to conduct an evaluation of programs of GSI to ensure best practice
in service provision;
Ensure GSI meets or exceeds the expectations and standards required by Church and by
funding bodies, this includes evaluating its own performance annually (Attachment Five);
Conduct at least annually a risk management review of all aspects of GSI‟s operations; and
Raise funds to support the work of GSI which may be obtained from endowments, grants,
gifts, fund raising efforts and borrowings.
7
COMPLIANCE
In relation to compliance, the Board will:






Adhere to the standards prescribed by the Church from time to time;
Approve budgets for and oversee the management of the funds of GSI subject to the
requirements of the Regulations, the Synod and any relevant funding authority;
Oversee all financial operations and accounting procedures and ensure that proper records
and books of account are kept;
Determine compliance policies and monitor performance in relation to governmental,
taxation and other legal obligations;
Forward the annual report, auditor‟s report and audited financial statements of GSI to the
Synod within four months following the end of the financial year; and
Prepare and publish an annual report on the activities of GSI.
THE CHIEF EXECUTIVE OFFICER
The CEO is appointed or re-appointed by the Board, with the prior approval of the Synod or
the General Council.
The CEO will be a member of the Church or a confirmed member of some other Christian
denomination and be willing to participate in the life of the Church.
The CEO‟s appointment is terminable at any time by resolution of the Board under certain
conditions laid out in the Constitution and the employment contract between GSI and the
CEO.
The CEO:






Is accountable to the Board for leading the activities and programs of GSI;
Has the power, subject to the oversight of the Board, to appoint and dismiss all staff, direct
the day-to-day operations of GSI, and to take any reasonable action, consistent with
established Board guidelines and the objects and purposes of GSI, to ensure GSI achieves
satisfactory outcomes in all areas of management and operation;
Shall attend all meetings of the Board unless excused by the Board;
Will submit to each meeting of the Board a report on the implementation of the Board‟s
policies and strategies and the activities of GSI; and
Will retire from any Board meeting for such time as matters concerning their own interests
are under discussion.
CEO is agency spokesperson or delegates where appropriate, liaises with Chair on issues
that may require public comment or attracts adverse publicity, The Chair is spokesperson
on matters about CEO or Board if the need arises.
The Board:


Establishes performance criteria for the CEO and ensures appropriate support and review
processes are implemented (Attachment Six); and
Determines the limits of delegation of responsibility and authority to the CEO.
8
SUBCOMMITTEES
Subcommittees are established under corporate governance to effectively deal with some of
the more detailed matters boards confront.
From time-to-time subcommittees may be formed for various matters, and these are
structured in such a way that Board members can generally accommodate meetings on or
about the time of board meetings.
The current subcommittees of Board are:



Audit Committee (Attachment Seven)
Investment Committee (Attachment Eight)
Services to Clients Committee (Attachment Nine)
The primary objective of the Audit Committee is to report and make recommendations to the
Board in discharging their responsibilities relating to:





Financial Control and Reporting;
Risk Management and Insurance;
Providing communication between the Board, senior management and the external
auditors;
Legal Compliance; and
Other matters as may be determined by the Board.
The primary objective of the Investment Committee is to report and make recommendations
to the Board in discharging their responsibilities relating to:




Investment risk policies and objectives;
Approval of investments within the guidelines and objectives approved by the Board;
The effectiveness of the investment risk policies and the achievement of the investment
objects of the GSI Board; and
Other matters as may be determined by the Board.
The primary objective of the Services to Clients Committee is to report and make
recommendations to the Board in discharging their constitutional responsibilities relating to:




Maintaining facilities in which people with disabilities can be provided with a satisfying and
rewarding work environment;
Enabling people with disabilities to find employment in open industry; and
Enabling people with disabilities to develop personal, social and vocational skills;
Other matters as may be determined by the Board.
As part of your introduction to the Board of GSI, the Chairperson through the CEO will
arrange an induction programme and meet with you to explain the operations of GSI.
CHIEF EXECUTIVE OFFICER
GOOD SAMARITAN INDUSTRIES
9
Attachment One
BACKGROUND TO GSI
HISTORY
GSI was founded in 1958 when Mrs Moorhouse approached the Revd Ralph Sutton seeking
help in finding work for her daughter Bernice, who was profoundly deaf. Revd Sutton turned
to the community seeking their recycled clothes to create jobs for people with disabilities.
Bernice was GSI‟s first employee and continues to be a valued member of our team today.
In 1961, the first factory was opened in Welshpool through a bequest of land. The Methodist
Church also provided the funds to assist with the building of the new premises and our then
Chairman of the Board, Mr. Jack Hawkins, provided his building expertise.
By 1963 GSI had achieved registration as an Electrical Contractor. This resulted in creating
greater employment opportunities for people with disabilities. GSI was successful in winning
contracts for the manufacture of wiring looms used in Chamberlain tractors, the making of
battery leads, wiring for electric stoves, the assembly of fluorescent lights for street lighting and
the wiring used in traffic lights.
By 1965, 26 people with disabilities were employed by GSI.
1965 also saw the building and official opening of new premises in Osborne Park made possible
by the business community donating funds, and the ongoing support of the Church and Jack
Hawkins‟ building company.
The period between 1965 and 1980 saw significant growth in the donated goods business with
the opening of 5 retail stores, our first venture into packaging (packing anything from nails to
novelties) and the opening of a woodworking workshop that manufactured pallets and wooden
pollen traps used in the bee keeping industry. At the same time we entered into an “alliance”
with a company called Phoenix in South Australia. Phoenix manufactured pieces of furniture,
sent them to GSI and we assembled the end product for sale to the community.
The journey continued and in 1980 GSI moved operations to our present premises in Canning
Vale.
Society‟s perceptions of people with disabilities started to change in 1983. Society started to
recognise that all people with disabilities have a right to work regardless of the extent or
severity of their disability. The focus centred around a person‟s abilities and their economic
worth to the community, as opposed to viewing people with disabilities as recipients of charity.
It was at this time that GSI formed the view that each person with a disability was absolutely
unique, and that they have a unique contribution to make to GSI and to themselves; and that
they have the capacity to contribute to and create their own future.
This was the time that GSI began to secure work for people in open employment earning
award wages.
10
From 1985, with the development of the “Disability Services Act (1986)” and funding resources
provided by the Commonwealth Government, GSI became a leader in the development of
“open employment” services. Open Employment‟s principal aim is to place people with
disabilities in integrated employment in the wider community rather than hold them in the
traditional „sheltered workshop‟ environment.
TODAY
GSI operates three principal businesses:
Good Sammy – The retail arm comprises 22 shops throughout the metropolitan area and
one shop each in Albany, Geraldton and Northam. The familiar yellow collection bins are the
life blood of the shops. All donations deposited in the bins are brought back to the Canning
Vale processing centre for sorting, grading and subsequent distribution to the stores.
Options Employment – The interface between people with disabilities, the Commonwealth
Government and the wider business community. Options operate on two distinct levels.

Disability Enterprise Services (the traditional sheltered workshop) works with people who
have a disability and finds employment for them within GSI, e.g. at one of the shops or at
the Canning Vale warehouse. These services are funded under agreements with FaHCSIA
(Families & Housing, Community Services and Indigenous Affairs).

Open Employment. Enables people with disabilities to establish careers in the general
workforce that are of mutual benefit to the employee, employer and the community. This
work is funded through DEWR (Department of Employment & Workplace Relations).
Options staff hold a range of professional and trade qualifications that enable them to provide
customized support in the areas of matching the right person to a job, delivering individualized
on the job training depending on the specific need, long term back up, co-worker mentoring
and liaison with third parties including carers, health professionals and employers.
This
support equips workers with the skills necessary to succeed in their jobs and ensure long term
employment outcomes are achieved.
STAFF
A total of 430 people are employed in the Business Services part of our business covering
Donations & Collections, Canning Vale Head Office, Admin, Processing & Distribution, the
Retail Outlets and Many Hands. Of the total 430 staff the retail outlets employ 150 people and
of these 100 staff have a disability.
Of the total 430 staff, about 45% do not have a disability, this highlights GSI‟s commitment to
providing employment choices to people with disabilities.
11
Open Employment.
The Open Employment team (Options) has +20 staff and will have
assisted with a further 400 people who have a disability in finding work. Many of these people
will have already been placed in a job within the general workforce with Options continuing to
provide ongoing support as well as being the interface between the employee and the
employer.
THE FUTURE
There are still considerable challenges ahead for GSI.
The Commonwealth Government, which represents approximately 22% of total funds, is
continuing with its reform program. Ultimately this will present opportunities but there are
also significant threats to the business if these reforms are poorly managed.
The Good Sammy retail outlets still have some capacity to expand and this will be part of our
focus going forward. New stores are being sought throughout the state over the coming 3 to
4 years. However, any expansion of the shops will be limited by the availability of donations.
In summary, GSI has undergone significant change over the past three years.
The
implementation of the Commonwealth disability sector reform program, the cost reduction
program, along with the process changes implemented at Canning Vale and in the retail shops,
have all contributed to GSI moving from a loss making position to where it is today. These
changes and reforms have all placed significant pressures and stresses on the business and its
staff. In particular full credit must be given to our employees who have a disability. Most of
them find any form of change extremely stressful and difficult to cope with, but they have all
come through this with flying colours.
GSI is now well positioned to take the next step in securing its long term viability as a provider
of employment choices to people with disabilities.
The coming years will be an exciting time for everyone involved with GSI.
12
Attachment Two
8.2
GSI
NAME
8.2.1
The name of the instrumentality is GSI, an agency of the Uniting Church in Australia
Synod of Western Australia, a body corporate incorporated under the provisions of
the Uniting Church in Australia Act 1976 (WA).
DEFINITIONS
8.2.2
In these By-Laws unless the context or subject matter otherwise indicates or requires:
“the Act” means the Uniting Church in Australia Act 1976 (WA).
“agency” means any body whether incorporated or unincorporated established by or
on behalf of the Church for a religious, educational, charitable, commercial or other
purpose.
“the Board” means the Governance Board referred to in clause 8.2.4 below.
“By-Law” or “By-Laws” refers to or means the By-Laws of the Synod of Western
Australia.
“the Church” means the Uniting Church in Australia.
“GSI” means GSI.
“the General Council” means the General Council of the Synod of Western Australia
and the Presbytery of Western Australia of the Uniting Church in Australia.
“member of the Church” means a confirmed member or a member-in-association of
the Uniting Church in Australia.
“the Moderator” means the Moderator for the time being of the Synod of Western
Australia of the Uniting Church in Australia.
“Regulation” or “Regulations” refers to or means the Regulations of the Uniting
Church in Australia.
“the Synod” means the Synod of Western Australia of the Uniting Church in Australia.
“Synod meeting” means an ordinary meeting or a special meeting of the Synod.
“written” and “writing” include communication by post or electronically.
OBJECTS AND PURPOSES
8.2.3
The objects and purposes of GSI are:
(a)
to be and remain an agency of the Uniting Church in Australia;
(b)
to maintain facilities in which people with disabilities can be provided with a
satisfying and rewarding work environment;
(c)
to enable people with disabilities to find employment in open industry;
(d)
to enable people with disabilities to develop personal, social and vocational skills;
and
(e)
to adopt any additional object from time to time of a public benevolent nature
and consistent with the principal object and purpose.
13
GOVERNANCE BOARD
8.2.4
(a)
The Synod, in accordance with its powers under Regulation 3.5.34, has
established GSI and appointed the Board to have responsibility for the good
governance of GSI.
(b)
The Board, subject always to the oversight and the relevant policies and
standards of the Synod, will have the governance of and responsibility for the
business and affairs of GSI.
(c)
All members of the Board must be persons who have expertise, qualifications or
experience appropriate to the needs of GSI and the oversight of the business and
affairs of GSI and a general working knowledge of the compliance requirements
to be met by GSI and the Board.
MEMBERSHIP OF THE BOARD
8.2.5
The Board is appointed by the Synod and consists of:
(a)
the Chairperson, who will be a member of the Church or a confirmed member
of some other Christian denomination and be willing to participate in the life of
the Church, appointed annually;
(b)
the Chief Executive Officer; and
(c)
not less than six nor more than ten other persons.
8.2.6
Members of the staff, other than the Chief Executive Officer, are not eligible to be
members of the Board.
8.2.7
The Board may coopt up to two persons, who have particular skills or expertise
needed by the Board, to the membership of the Board for terms not exceeding twelve
months at a time.
8.2.8
Elected members of the Board, other than the Chairperson, hold office for three years
from the date of appointment and are eligible for re-appointment except that members
may not serve for consecutive terms of office exceeding ten years without Synod
approval. In appointing the initial members of the Board, the Synod shall designate
one-third of the members to hold office for one year and one-third of the members to
hold office for two years. The terms of the initial Board members, if not appointed at
an ordinary Synod meeting, shall be calculated from the ordinary Synod meeting
following their appointment.
8.2.9
A casual vacancy occurs in the membership of the Board if a Board member:
(a)
dies;
(b)
resigns by notice delivered to the Chairperson of the Board;
(c)
is convicted of an indictable offence or becomes bankrupt;
(d)
suffers any mental or physical incapacity which inhibits or prevents the member
from continuing to act as a member of the Board;
(e)
fails to attend three consecutive meetings of the Board without leave or fails to
attend at least 50% of the meetings in any calendar year without leave; or
(f)
is removed from office by resolution of the Synod, it being expressly declared
that the Synod is not required to state any reason for such resolution.
14
8.2.10
In the event of a casual vacancy occurring in the membership of the Board, the General
Council may appoint a replacement member. The Board may suggest to the General
Council the names of persons considered suitable. The appointee will hold office for
the remainder of the term of the member replaced.
8.2.11
If an ordinary vacancy occurs because the Synod failed to appoint any or all of the
members of the Board, then the General Council may appoint persons to fill any or all
of the ordinary vacancies.
8.2.12
Normally the Synod will ensure that at least one-half of the members of the Board
appointed in accordance with By-Law 8.2.5 (a) above are members of the Church.
However the Synod may in its absolute discretion and at any time determine that until
the next ordinary meeting of the Synod at least two-thirds of the membership of the
Board will be members of a Christian denomination of whom at least one-half are
members of the Church.
8.2.13
As far as possible, the Board membership should include at least one-third women and
at least one-third men.
OFFICERS AND COMMITTEES OF THE BOARD
8.2.14
8.2.15
(a)
The Board will appoint a Deputy Chairperson, who will act as Chairperson in the
Chairperson‟s absence and assume the powers and responsibilities of the
Chairperson.
(b)
The Chief Executive Officer will act as Secretary of the Board.
(c)
The Board may appoint any other officers of the Board it deems necessary.
(a)
The Board may appoint any committees it deems necessary and they may include
staff and persons other than Board members.
(b)
The chairperson of any such committee will be a member of the Board.
(c)
Members of committees of the Board will be appointed annually.
(d)
The Chairperson and Chief Executive Officer are ex-officio members of all
committees of the Board and have the right to attend and participate in any
committee meeting.
(e)
The Board will determine the mandate for any committee of the Board and may
delegate any of its powers and authorities to such a committee (except for this
power of delegation). The Board may determine the procedures of any
committee and may, without stating any reason, revoke the powers and duties
or terminate the appointment of any committee at any time or may remove from
office any member of any committee. Committees will report to the Board
periodically or when requested to do so by the Board.
RESPONSIBILITIES AND FUNCTIONS OF THE BOARD
8.2.16
The Board will be responsible for the governance of GSI including the appointment of
the Chief Executive Officer, policy development, strategic planning, compliance and
management oversight.
8.2.17
In relation to policy development, the Board will:
(a)
determine and interpret policy consistent with the objects and purposes stated
above; and
(b)
oversee the implementation of policy approved by the Board.
15
8.2.18
In relation to strategic planning, the Board will determine, oversee the implementation
of and monitor a long-term strategic plan having regard to the objects and purposes of
GSI.
8.2.19
In relation to compliance, the Board will:
8.2.20
(a)
adhere to the standards prescribed by the Church from time to time;
(b)
approve budgets for and oversee the management of the funds of GSI subject to
the requirements of the Regulations, the Synod and any relevant funding
authority;
(c)
oversee all financial operations and accounting procedures and ensure that
proper records and books of account are kept;
(d)
determine compliance policies and monitor performance in relation to
governmental, taxation and other legal obligations;
(e)
forward the annual report, auditor‟s report and audited financial statements of
GSI to the Synod within four months following the end of the financial year; and
(f)
prepare and publish an annual report on the activities of GSI.
In relation to management oversight, the Board will:
(a)
approve and monitor an annual plan for the achievement of strategic goals;
(b)
obtain and consider reports on the management and programs of GSI to ensure
ongoing good governance;
(c)
implement procedures to conduct an evaluation of programs of GSI to ensure
best practice in service provision;
(d)
ensure GSI meets or exceeds the expectations and standards required by
Church and by funding bodies;
(e)
conduct at least annually a risk management review of all aspects of GSI‟s
operations; and
(f)
raise funds to support the work of GSI which may be obtained from
endowments, grants, gifts, fund raising efforts and borrowings.
MEETINGS OF THE BOARD
8.2.21
(a)
The Board will meet at least six times each year.
(b)
The procedures in the Church‟s Manual for Meetings apply as far as practicable to
all meetings of the Board.
(c)
The Chairperson of the Board will preside at all meetings of the Board. In the
Chairperson‟s absence, the Deputy Chairperson will preside. In the absence of
both the Chairperson and Deputy Chairperson the Board will appoint one of its
members to act as chairperson of the meeting.
(d)
Minutes will be kept of all meetings of the Board in a minute book provided for
that purpose and the minutes will be confirmed by the next succeeding meeting
of the Board and signed by the chairperson of that meeting.
(e)
The Chairperson may at any time when considered necessary and will if
requested to do so in writing by the Synod or by the General Council or by
three members of the Board (which writing will specify the purpose for which
the meeting is convened) call a special meeting of the Board.
16
(f)
At least seven days written notice of every Board meeting will be given to all
members of the Board but if the Chairperson considers an emergency exists a
special Board meeting may be convened on shorter notice.
(g)
The non-receipt by a Board member of a notice of meeting does not invalidate
the meeting.
(h)
The quorum for meetings of the Board will be the next whole number above half
the current membership of the Board.
(i)
The chairperson of a meeting does not have a deliberative vote but has a casting
vote in the event of an equality of votes.
(j)
The Board has the power to invite any person to attend and speak at a Board
meeting.
(k)
The Board may make decisions by a circular or electronic poll of all the
members, provided that no decision of such a poll is binding unless a number
equal to or greater than the quorum for a Board meeting votes and there are no
dissenting votes.
CONFLICT OF INTEREST
8.2.22
A member of the Board or of any committee of the Board who has any direct or
indirect pecuniary or beneficial interest, or whose unfettered or independent judgment
could be perceived as impaired by any contractual, business or other relationship, in a
matter being dealt with by GSI or the Board must, as soon as the member becomes
aware of that interest or relationship, disclose to the Board the nature and extent of
that interest or relationship. The Board or any committee of the Board will then
determine whether the extent of the interest or relationship disclosed is such that the
member should not participate in, vote on, or be present during any debate on that
matter. The Board or any committee of the Board shall minute its decision.
THE CHIEF EXECUTIVE OFFICER
8.2.23
(a)
The Chief Executive Officer is appointed or re-appointed by the Board, with the
prior approval of the Synod or the General Council.
(b)
The Chief Executive Officer will be a member of the Church or a confirmed
member of some other Christian denomination and be willing to participate in
the life of the Church.
(c)
The Chief Executive Officer is appointed, or re-appointed, for such period as the
Board may determine, by way of an employment contract which will detail all
conditions and terms of the appointment which the Board deems necessary. If
the Chief Executive Officer is a minister of the Church, the Board may request
the Synod to recognise the position as a placement.
(d)
The Chief Executive Officer‟s appointment is terminable at any time by
resolution of the Board:
(i)
in the event of the serious illness or incapacity of the Chief Executive
Officer;
(ii)
for good cause; or
(iii)
in accordance with any employment contract between GSI and the Chief
Executive Officer
17
save that no termination will be effective unless notice of the proposal for
termination is given in the notice convening the meeting at which it is intended
to consider and resolve the proposal for termination. If the Chief Executive
Officer is a minister in placement, then the appropriate procedures of the
Church will apply to the termination of the Chief Executive Officer‟s
appointment.
8.2.24
8.2.25
The Chief Executive Officer:
(a)
is accountable to the Board for leading the activities and programs of GSI.
(b)
has the power, subject to the oversight of the Board, to appoint and dismiss all
staff, direct the day-by-day operations of GSI, and to take any reasonable action,
consistent with established Board guidelines and the objects and purposes of GSI,
to ensure GSI achieves satisfactory outcomes in all areas of management and
operation.
(c)
shall attend all meetings of the Board unless excused by the Board.
(d)
will submit to each meeting of the Board a report on the implementation of the
Board‟s policies and strategies and the activities of GSI.
(e)
will retire from any Board meeting for such time as matters concerning their
own interests are under discussion.
(a)
The Board establishes performance criteria for the Chief Executive Officer and
ensures appropriate support and review processes are implemented.
(b)
The Board determines the limits of delegation of responsibility to the Chief
Executive Officer, to be signed off by both the Chairperson of the Board and the
Chief Executive Officer.
VISITOR (Reg 3.5.34 (e) (ii))
8.2.26
The Moderator is the Visitor to GSI. Without limiting the rights and authority of the
Moderator under Reg 3.5.17 or as Visitor, the Visitor has the right and authority to:
(a)
visit any centre or activity of GSI;
(b)
attend any meeting of the Board, call a meeting of the Board, and chair any
meeting of the Board whether or not called by the Visitor;
(c)
examine the affairs of the Board and the manner in which GSI is being
conducted;
(d)
see that the laws, rules, regulations and by-laws of the Commonwealth of
Australia, the State of Western Australia, the Church and the Synod are being
duly observed and executed;
(e)
interpret the meaning of these By-Laws and any other matter relating to GSI on
which these By-Laws are silent; and
(f)
suspend the Board if, in the opinion of the Visitor, the interests of the Church
and GSI so require and to appoint persons to carry out the functions of the
Board until the Synod reinstates or replaces it.
HOLDING OF REAL AND PERSONAL PROPERTY
8.2.27
(a)
All real and personal property of GSI is held in the name of GSI.
(b)
The Board itself, for the purposes of the Regulations and By-laws of the Church,
carries out the responsibilities of management and administration of the real and
18
personal property of GSI.
(c)
Without in any way prejudicing, limiting or affecting the provisions of sub-clause
(b) above or any power contained in the Act, any moneys of GSI requiring
investment may be invested in the name of GSI in any real or personal property
or in a form of investment the Board from time to time considers to be in the
interests of GSI, with power to the Board, from time to time, to vary by
resolution any such investment.
FINANCIAL AFFAIRS
8.2.28
(a)
The assets and income of GSI will be applied solely in furtherance of its objects
and purposes. No portion of the assets and income will be distributed directly
or indirectly to any person except as reimbursement of out-of-pocket expenses
incurred or as bona fide remuneration for services actually rendered or as
payment for goods supplied to GSI in the ordinary and usual course of business.
(b)
Full and proper accounts will be kept of all moneys received and expended by
GSI and the manner in respect of which such receipts and expenditure took
place, and of all assets and liabilities of GSI, in accordance with Regulations 5.5.10
(a) and (b).
(c)
The financial year of GSI will end on the 30th day of June in each year.
(d)
All receipts and expenditure will take place from bank accounts in the name of
GSI and operated on the signature of the authorised signatories appointed by the
Board from time to time.
GIFT FUND
8.2.29
(a)
The Board will establish and oversee a separate gift fund solely for the receipt of
gifts or donations, or moneys received because of any gift or donation. The
Board will ensure that moneys in the gift fund are only used for the principal
objects and purposes of GSI.
(b)
If the gift fund is wound up or the endorsement of GSI as a deductible gift fund
recipient is revoked, any surplus assets of the gift fund remaining after the
payment of liabilities attributable to it will be transferred to a fund, authority or
institution to which tax deductible gifts can be made.
AUDITOR
8.2.30
The Board will appoint each year an Auditor or Auditors, qualified or eligible in
accordance with Regulation 5.5.10 (d).
INDEMNITY
8.2.31
Any person acting under the express or implied authority of GSI and who is not an
independent contractor will be indemnified out of GSI‟s property against all liability for
any matter or thing done or liability incurred except in the case of fraud, criminal act,
gross negligence or wilful misconduct.
COMMON SEAL
8.2.32
(a)
GSI will have a Common Seal, the form of which will be determined by the
Board.
(b)
The Chief Executive Officer, as Secretary to the Board, will have responsibility
for the custody of the Common Seal.
19
(c)
Any deed, instrument or writing relating to any property held for GSI or to any
matter which, if made or executed by an individual could be or would be
required to be in writing and under seal, may be made or executed under the
Common Seal of GSI.
(d)
Every deed, instrument and writing to which the Common Seal is affixed will be
signed by two members of the Board.
(e)
Every affixing of the Common Seal will be recorded in a register kept for that
purpose and reported to the next meeting of the Board.
DISSOLUTION OF GSI
8.2.33
GSI may be dissolved on the decision of the Synod, either at the request of the Board
or after consultation with the Board. If, on the closure of GSI, any assets remain after
the satisfaction of all debts and liabilities and the costs, charges and expenses of the
closure, those assets will be transferred by the Synod to another Public Benevolent
Institution with similar objects and approved by the Commissioner of Taxation for
such purposes and upon such trusts as the Synod directs.
TERMINATION OF INCORPORATION
8.2.34
(a)
The incorporation of GSI may be terminated by the Synod, and will be
terminated following the closure of GSI, in accordance with section 35 of the
Act.
(b)
Upon the incorporation of GSI being terminated as provided for above, GSI
thereupon ceases to be a body corporate and all land and other property held by
or belonging to or vested in it will be dealt with in accordance with section 36 of
the Act.
AMENDMENTS TO THESE BY-LAWS
8.2.35
(a)
These By-Laws may only be amended in accordance with By-Law 1.2.3.
(b)
These By-Laws may only be repealed in accordance with By-Law 1.2.4.
(c)
The Board may submit a request to the Synod for the amendment of these ByLaws.
(d)
Any amendment to these By-Laws will be advised to the Commissioner of
Taxation.▪
20
Attachment Three
21
22
Attachment Four
POLICIES AND PROCEDURES REGISTER
PP No.
Rev
No
Date
Reviewed
Heading
Administration
PP:ADM:01
PP:ADM:02
PP:ADM:03
PP:ADM:04
PP:ADM:05
PP:ADM:06
PP:ADM:07
PP:ADM:08
10
4
4
4
2
5
6
3
4/1/2011
24/1/2011
8/4/2009
9/7/2008
20/09/2010
14/07/2010
10/6/2005
4/1/2011
PP:ADM:09
PP:ADM:10
PP:ADM:11
PP:ADM:12
1
3
9
2
9/6/2005
22/12/2010
24/1/2011
6/4/2010
PP:ADM:13
PP:ADM:14
PP:ADM:15
PP:ADM:16
PP:ADM:17
PP:ADM:18
PP:ADM:19
PP:ADM:20
PP:ADM:21
PP:ADM:22
PP:ADM:23
PP:ADM:24
PP:ADM:25
PP:ADM:26
PP:ADM:27
PP:ADM:28
PP:ADM:29
PP:ADM:30
PP:ADM:31
ATTACHMENTS
Human Resources
PP:HR:01
PP:HR:02
PP:HR:03
PP:HR:04
PP:HR:05
PP:HR:06
PP:HR:07
PP:HR:08
PP:HR:09
2
4
1
3
7
7
7
3
4
0
5
0
2
20/09/2010
24/1/2011
10/10/2008
17/5/2010
15/12/2010
22/12/2010
1/12/2009
20/09/2010
14/12/2010
2/3/2006
4/1/2011
25/5/2007
26/5/2010
1
1
2
0
0
5/6/2009
20/09/2010
26/5/2010
7/11/2008
8/2/2011
Building Security – After Hours
Communication & Consultation
Complaints
Continuous Improvement
Credit
Delegations of Authority
Goods Outward
Email, Social Network Services & Internet
Usage
Keys – Building and Vehicles
Misplaced Property in Donation Bins
Motor Vehicle Policy
Motor Vehicle Drivers Accident
Procedure
Purchasing, Payments and Approvals
Privacy Dignity & Confidentiality
Purchasing
Quality Management System
Record Retention
Staff Shopping
Travelling Expenses
Contractors
Incident / Hazard Reporting
Contracts
Salary Packaging
Use of Car on Parental Leave
Security – Confidential Information
Security – Company Property
New Vehicle Policy
Mobile Phone Usage
Use & Security of Company Property
Board Subcommittee
Fraud Control
3
3
3
6
2
6
2
2
1
4/1/2011
20/09/2010
10/11/2010
17/5/2010
3/3/2009
20/09/2010
22/1/2010
3/3/2009
22/11/2009
Equal Employment Opportunity
Employee References
Jury Duty
Recruitment of Award Wage Staff
Sexual Harassment
Stealing
Time Off In Lieu (TOIL)
Workplace Bullying
Leave Without Pay
23
PP No.
PP:HR:10
Rev
No
2
Date
18/11/2009
PP:HR:11
PP:HR:12
PP:HR:13
PP:HR:14
PP:HR:15
PP:HR:16
PP:HR:17
PP:HR:18
PP:HR:19
Options
PP:OPT:01
2
0
0
1
0
0
1
3
0
24/1/2011
15/12/2008
14/1/2009
3/11/2009
3/11/2009
18/11/2009
22/1/2010
22/12/2009
20/9/2010
9
24/1/2011
PP:OPT:02
PP:OPT:03
6
5
8/7/2009
1/7/2009
PP:OPT:04
PP:OPT:05
PP:OPT:06
4
8
3
20/09/2010
20/09/2010
17/5/2010
PP:OPT:07
2
24/1/2011
PP:OPT:08
2
5/6/2009
Occupational Safety & Health
PP:OSH:01
2
10/11/2010
PP:OSH:02
1
22/6/2005
PP:OSH:03
4
2/3/2010
PP:OSH:04
4
15/12/2010
PP:OSH:05
5
10/11/2010
PP:OSH:06
2
20/09/2010
PP:OSH:07
4
1/12/2009
PP:OSH:08
2
10/10/2008
PP:OSH:09
3
3/11/2009
PP:OSH:10
2
22/12/2009
PP:OSH:11
1
1/12/2009
PP:OSH:12
2
20/09/2010
PP:OSH:13
1
1/12/2009
PP:OSH:14
1
22/12/2009
PP:OSH:15
2
4/1/2011
Retail
PP:RET:01
3
26/5/2010
PP:RET:02
2
5/6/2009
PP:RET:03
2
22/12/2009
PP:RET:04
3
20/09/2010
PP:RET:05
1
9/1/2008
Reviewed
Heading
15/5/2009
Employee Reward and Recognition
Program
Exiting an Employee
Workplace Behaviours
Code of Conduct
Personnel File
National Police Certificate
Flexible Work Arrangements
Code of Conduct
Staff Training
Inappropriate Workplace Behaviours
31/3/2009
Open Employment Client Registration
and Exit
Individual Employment Planning
Job Placement & Monitoring Open
Employment
Managing Challenging Behaviours
Recruitment of GSI Supported Employees
Supported Employee Transition to Open
Employment
Document Control
Staff Training
Alcohol and Drugs
Dealing with Threatening Behaviour
Emergency Evacuation
Emergency Response – Critical Incident
First Aid Service
Hazard / Risk Management Procedure
Incident / Injury Management
OH&S Committee
Smoking
Asbestos
Personal Protective Equipment
Hazardous & Non-Hazardous Substances
Locking Out & Tagging Out Equipment
Forklift Operations
Unloading Donations
Armed Robbery
Retail Refund Policy
Dealing with Shoplifters
Retail Stores – Power Blackout
Retail Stores - Use of Panic Button
24
Attachment Five
BOARD PERFORMANCE EVALUATION
How the Board performs:
0. Strongly disagree
1. Disagree
2. Somewhat disagree
3. Somewhat agree
4. Agree
5. Strongly agree
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
STRUCTURE AND SKILLS
OUR BOARD ….
Is the right size for effective decision-making
Is comprised of independent board members
Is sufficiently diverse (gender, age, skills).
Undertakes a skill gap analysis when it is seeking to fill a casual board
vacancy and seeks board members to fill the gaps.
Is broadly reflective of key stakeholders but not at the expense of skill mix.
Appoints board members on the basis of a letter of appointment including a
position description which clearly defines expectations, time commitments,
legal duties and conduct requirements.
Has board members with a level of financial literacy adequate to permit
them to satisfactorily carry out their duties.
Has a staggered rotation with a maximum term for board members to
encourage board renewal while retaining “corporate memory”.
Has in place a Code of Conduct for board members outlining the legal and
ethical standards expected of a board member.
Has a Conflict of Interest policy about identifying and dealing appropriately
with any conflict of interest/related party transaction.
Provides board members with access to independent advice, where
appropriate.
Really understands its cover under its board members‟ and Officers‟
Liability Insurance Policy.
Has an effective induction program for new board members.
Has an on-going training and development program for board members.
Periodically, evaluates its own performance (Board and individual board
member) and addresses deficiencies.
Has committees of the board to assist in governing the organisation.
Has committees with clear terms of reference (charters) including:
Purpose; Authority; Composition; Chair; Reporting Requirements;
Delineation from the role of board and management.
Has an Audit Committee with appropriately qualified member/s
independent of the Chair of the board and management.
Evaluates the performance of its committees and takes action to address
any deficiencies.
Periodically reviews the relevance of its committees so that they do not
continue to exist simply because they always have.
Is clear about which managers attend and participate in discussion at the
board and in its various committees.
0
1
2
3
4
5
25
1
2
3
4
5
6
7
8
9
10
1
2
3
4
5
6
7
8
9
10
11
12
1
2
3
4
5
6
7
8
9
ACCOUNTABILITY
OUR BOARD ….
Ensures GSI has effective mechanisms in place to communicate with
stakeholders.
Is aware of all stakeholders.
Fosters a culture of openness and transparency in its stakeholder
communications.
Takes stakeholder interests into account in its decision-making.
Can say that the standard of programs and services delivered is acceptable.
Reports on its performance against its governance policies and identifies
and explains any failure to comply.
Balances short and longer-term organisational performance in its decisionmaking.
Understands its legal duties.
Concerns itself with the external reputation of GSI.
Can say that GSI‟s reputation is positive.
STRATEGIC DIRECTION AND PLANNING
OUR BOARD ….
Dedicates sufficient time to strategic issues.
Provides avenues for key stakeholder input into the strategic direction.
Along with management, has agreed a clear strategic direction for GSI.
Rigorously reflects on and debates strategic direction before endorsing it.
Considers and addresses the risks involved in any new strategy.
Understands the key drivers for company success.
Has board members who can answer the question “what is our Strategy?”
Has expressed our strategic direction in a longer-term strategic plan.
Periodically reviews the strategic plan to ensure its continued relevance.
Has detailed the measures (financial and non-financial) it uses to monitor
achievement of the strategic plan.
Approves operational (usually annual) plans which align with the strategic
plan.
Approves budgets which align with the strategic and operational plans.
POLICY
OUR BOARD ….
Has endorsed a board Charter covering such matters as the role of the
board, the board‟s processes, and the relationship between the board and
the CEO.
Understands the distinction between board policy and operational policy
and leaves operational policy to management to develop and implement.
Has clarified the organisational matters which the board, rather than
management, must decide.
Has endorsed a clear and effective grievance policy/procedure.
Has a risk management strategy
Has remuneration policies based on objective criteria.
Has gathered all of its policies together in a Board Manual for easy
reference and accessibility.
Includes other important documents (eg Strategic Plan, Annual Plan,
Budget, Constitution etc) in its Board Manual.
Periodically, reviews board policies and updates when necessary.
0
1
2
3
4
5
0
1
2
3
4
5
0
1
2
3
4
5
26
1
2
3
4
5
6
7
8
9
10
11
12
1
2
3
4
5
6
7
8
9
MONITORING AND SUPERVISION
OUR BOARD ….
Does not, unduly, interfere in operational issues which are the domain of
management.
Monitors achievement of the strategic plan by periodic reporting of agreed,
measurable, key performance indicators (financial and non-financial).
Monitors achievement of the operational (annual) plan by reference to
agreed, measurable, key performance indicators (financial and nonfinancial).
Overseas an adequate internal and external audit process and systems.
Receives financial statements and reports which are adequate for it to
discharge its duties.
Receives financial reports frequently enough to allow it to take appropriate
action.
Requires the CEO to state in writing that financial reports present a true
and fair record and are in accordance with relevant accounting standards.
Meets annually with the external auditor to discuss identified issues.
Requires the CEO to provide written confirmation that GSI‟s risk
management systems are operating efficiently and effectively.
Oversees important organisational risks including compliance.
Has agreed, with management, the format and style of the reports it
receives to monitor organisational performance.
Receives CEO reports with “no surprises”.
CEO AND SUCCESSION
OUR BOARD ….
Details the skills, experience and leadership style it seeks prior to
embarking on any search for a new CEO.
Employs its CEO under an employment agreement which includes a
position description and details about the process for reviewing the
performance of the CEO.
Has clear, written delegations (financial and non-financial) of autonomy to
the CEO setting out accountabilities and reporting requirements.
Has a process for reviewing the performance of the CEO which is viewed
favourably by the board.
Manages and assesses the performance of the CEO based on the strategic
and operational (annual) key performance indicators of GSI.
Ensures rewards (salary, bonuses) for the CEO and any senior managers
are aligned with achievement of strategic and operational (annual) goals and
objectives.
Ensures similar employment practices are in place for any other managers
(ie position descriptions; performance reviews).
Takes appropriate action in the event of unsatisfactory performance of the
CEO or other senior managers.
Attends to the issue of senior management succession planning.
0
1
2
3
4
5
0
1
2
3
4
5
27
1
1
1
1
1
1
2
3
4
5
6
7
8
9
10
11
12
1
2
3
4
5
6
7
8
9
10
11
12
13
14
LEADERSHIP - OUR BOARD CHAIR….
Encourages all members to participate in discussion.
Arrives at decisions in an orderly, timely and democratic manner
Ensures that periodic performance reviews of the CEO are conducted;
Ensures that structures and procedures are in place for effective
recruitment and training of board members
Assigns tasks and delegate responsibilities to board committees and/or
board members.
LEADERSHIP AND TEAMWORK
OUR BOARD ….
Periodically, evaluates the performance of the Chair and takes action to
address any deficiencies.
Seeks to fill board positions with individuals whose behaviours will bolster
the board‟s work as a team.
Has a collegiate approach to decision-making.
Has effective board member relationships.
Conducts meetings in a way which ensures meaningful participation.
Allows board members to voice dissenting points of view in an
environment of candid discussion.
Behaves according to the values of GSI.
Has sufficient access to the CEO and senior management in and outside
board meetings.
Has a protocol about who speaks for GSI when: CEO or Chair.
Has endorsed policies covering board and management interaction eg
board member advice to CEO and managers.
Is clear about how it uses board members contacts and networks.
Recognises the right of board members to access staff to request
information/additional information, appropriately, to enable proper
execution of duties.
MEETINGS
OUR BOARD ….
Has an annual calendar outlining the frequency, location and timing of board
meetings.
Has agreed how the agenda for each meeting will be developed and the
items for regular inclusion.
Has agendas to which all board members can contribute.
Has agreed a standard format for board papers.
Receives board papers in sufficient time before board meetings to allow for
preparation and, if necessary, clarification.
Has concise board papers.
Requires written board papers before making a decision.
Requires a business case for each major project or significant activity prior
to committing resources and assesses that a “worst case” scenario can be
mitigated or managed by GSI.
Makes key decisions based on a thorough review of all available information
and assessed against the risk management framework.
Uses a collaborative, decision-making approach rather than a more formal,
voting style.
Has meetings of appropriate duration.
Schedules time to meet, periodically, without management present, to
discuss any sensitive issues and immediately advises the CEO of the
outcomes of that discussion.
Ensures minutes adequately reflect board discussions and decisions.
Receives minutes of meetings within an agreed time following the meeting
to allow for checking while memory is fresh.
0
1
2
3
4
5
0
1
2
3
4
5
0
1
2
3
4
5
28
1
2
3
4
5
6
7
8
9
10
11
12
OUR COMMITTEES
Services Committee Objectives - makes recommendations to GSI
maintaining facilities in which people with disabilities can be provided with a
satisfying and rewarding work environment; how GSI enables people with
disabilities to find employment in open industry; and how GSI enables
people with disabilities to develop personal, social and vocational skills
The Services Committee fulfils the above objective
The Services Committee role is important to the Board indischarging the
Board‟s duties
Quarterly Reports are provided to Board on the Services Committee
Membership of the Services Committee is appropriate
0
1
2
Investment Committee Objectives - makes recommendations to GSI
relating to investment risk and policies; Approval of investments and the
effectiveness of investment risk policies and the achievement of the
investment objects of GSI
The Investment Committee fulfils the above objective
The Investment Committee role is important to the Board indischarging
the Board‟s duties
Quarterly Reports are provided to Board on the Investment Committee
Membership of the Investment Committee is appropriate
Audit Committee Objectives - makes recommendations to GSI
relating to financial control and reporting; risk management and insurance
and Legal Compliance. In addition it provides communication between the
Board, senior management and the external auditors
The Audit Committee fulfils the above objective
The Audit Committee role is important to the Board indischarging the
Board‟s duties
Quarterly Reports are provided to Board on the Audit Committee
Membership of the Audit Committee is appropriate
What are the three main governance issues concerning the board at the moment?
What are the three main governance strengths of the board?
What three changes should your board make to improve its effectiveness?
3
4
5
29
Attachment Six
CEO PERFORMANCE EVALUATION
Name:
Department:
Position:
Length of Time in Current
Position:
Employee No:
CEO
CEO
Length of Time with GSI:
Review Period:
Job Description Summary:
Responsible for the effective management, direction and control of the
operations and functions of Good Samaritan Industries (GSI) in
accordance with the directions and policies of the Board, GSI‟s
performance agreements with its funders, and other specific provisions.
Location:
Canning Vale
Overall Rating:
SEE BELOW
R
Recent Appointment
DNM Do Not Meet Expectations
FD
Further Development
ME
Meets Expectations
ASE Achieved and Sometimes Exceeds
Expectations
CE
Consistently Exceeds Expectations
A. Working with the Board (as defined in the job description)
1
Mission
The CEO will ensure that all activities are directed towards the achievement of
GSI's mission.
Policies
The CEO will ensure that Policies established by the Board are effectively
implemented.
Finance and Budgets
Submit annual operating and capital budgets to the Board for consideration and
approval.
Work with the management team to ensure that GSI operates within the budgetary
and financial guidelines approved by the Board.
Regularly report to the Board on how actual performance measures up against
budget, including advice on actions being taken to maintain budgetary direction.
Ensure that Management and the Board regularly review GSI's Balance Sheet.
Ensure that GSI's assets are adequately protected.
Strategies For Future Operations
Identify issues that will influence GSI's ability to achieve its Mission and future goals
and to put in place strategies to address such issues.
Identify opportunities that could enable GSI to better achieve its Mission and future
goals, and to put in place strategies to take advantage of such opportunities that are
both appropriate and viable.
Corporate Governance
Work with the Board to ensure that the Board meets it corporate governance
obligations.
Corporate Image
Work with the Board to ensure that the public sees GSI as a model employer and
that GSI's business activities meet the highest standards of corporate behaviour.
Critical Information
Keep the Board informed of all matters and issues that are essential for the Board
to meet its responsibilities.
5=Outstanding, 4 = Excellent, 3 = Satisfactory, 2 = Under-achieving, 1 = Poor
2
3
4
5
30
B. Working with Management Team (as defined in the job description)
1
2
3
4
5
1
2
3
4
5
Leadership
Lead, inspire, encourage and co-ordinate the management team in the
achievement of organisational goals.
Select, appoint, appraise and determine remuneration for Managers.
Culture
Cultivate and develop organisational cultures consistent with GSI's Mission, and
with the Policies established by the Board from time to time.
Operations
Oversee GSI's operations, including commercial, corporate services,
employment services, finance and support services.
Delegate authority to Managers to enable them to satisfactorily perform their roles.
Encourage Managers to seek out opportunities to ensure GSI's success, both
operationally and financially.
Ensure compliance with all statutory obligations and Government funding
requirements.
Ensure that an effective Occupational Health and Safety programme is
maintained.
Maintain contact with organisations and individuals that are important to the
ongoing success of GSI.
External Relationships
Participate and be involved in the life of the Uniting Church in Western Australia
through membership of the UnitingCare WA Board, assisting other agencies and
congregations where able, and participating in other Committees as
required from time to time.
Working with CEO's of other like minded charities at Committee level.
Building strong relations with the management of the Department of Families,
Community Services and Indigenous Affairs (FaCSIA) and Department of
Employment and Workplace Relations (DEWR).
Being involved where necessary with peak industry bodies such as NDS (National
Disability Services, formerly known as ACROD) and/or ACE
5=Outstanding, 4 = Excellent, 3 = Satisfactory, 2 = Under-achieving, 1 = Poor
31
C. Essential Attributes (as defined in the job description)
1
2
3
4
5
1
2
3
4
5
Skills and Abilities
Capacity to inspire and lead people.
Ability to coordinate, manage and plan for the future of a diverse organisation.
Ability to communicate ideas and listen to others.
Ability to think conceptually/creatively.
Ability to interpret financial information and understand commercial decision
making.
Ability to negotiate with senior levels of Governments in relation to policy,
programs and funding issues.
Record of getting the job done in a timely manner.
Personal
Commitment to the rights, value, growth and development of people with
disabilities.
Genuine interest in supporting staff to achieve their full potential.
Commitment to team growth.
Very high integrity.
Confidence and enthusiasm
5=Outstanding, 4 = Excellent, 3 = Satisfactory, 2 = Under-achieving, 1
D. Current Review Period
What were the main objectives and targets and progress against them
See attached KPI report (from Board reports)
Comments:
E. Main Objectives and Targets for 2009-10
What are the main objectives and targets for review in next year?
See KPI‟s for
(attached)
32
F. Personal Development
Areas for development and actions to be undertaken:
CEO will identify in conjunction with Chair as required.
Further Comments/Discussion:
G. Commentary and sign-off
CEO Comments:
Chairperson Comments:
Deputy Chairperson Comments:
Signatures:
I xxxxxxxx agree with my performance review
CEO Signature:
Date:
Chairperson Signature:
Date:
Deputy Chair Signature:
Date:
33
Attachment Seven
TERMS OF REFERENCE FOR THE AUDIT COMMITTEE
OBJECTIVES – The primary objective of the Audit Committee is to report and make
recommendations to the Board in discharging their responsibilities relating to:





Financial Control and Reporting;
Risk Management and Insurance;
Providing communication between the Board, senior management and the external
auditors;
Legal Compliance; and
Other matters as may be determined by the Board.
MEMBERSHIP – The Committee shall consist of:



Three Board members preferably with expertise in financial and/or business
management;
The Chief Executive Officer; and
The Divisional Manager of Finance.
The Chairman of the Committee shall be appointed by the Board from amongst the three
Board members.
RESPONSIBILITIES
The Committee shall consider any matters relating to the financial affairs and risk management
issues of GSI that it determines to be desirable.
Financial Control and Reporting
To examine quarterly and annual reports before submission to the Board, focussing particiuarly
on:




Significant variations to budget;
Going concern issues;
Unusual transactions and their treatment in the accounts; and
Compliance with accounting standards, Government and legal requirements.
Risk Management and Insurance



Review major risks to which GSI is exposed and verify that the internal control systems
are adequate and functioning effectively;
Review risk management activities including management systems and the external audit
program; and
Review the appropriateness and adequacy of insurance cover.
34
Providing communication between the Board, senior management and the
external auditors





To oversee the process for selecting the external auditor and consider the appointment,
reappointment and removal of the external auditor.
To endorse the program and quality control procedures of the external auditor before
the audit commences including the nature and scope of the audit;
Through external audit, ensure adequate financial management systems and processes
are in place and any Government requirements are met;
To ensure issues arising from the interim and final audits are addressed by Management;
and
To request and review special audits or investigations as may be necessary.
Legal compliance
To consider compliance with any regulatory or statutory requirements; and
To review any current and pending litigation that has financial risk exposure for GSI.
Other – To consider other matters, as referred to the Committee by the Board.
RESOURCES
The Audit Committee will obtain professional advice in the discharge of its duties as and when
required.
MEETINGS
The Committee shall hold four meetings per year and such additional meetings as the
Chairperson shall decide in order to fulfil its duties. A quorum shall consist of three members.
Meeting should be held, as far as possible, one month prior to Board meetings.
Suggested Meeting Cycle
February
May
September
November
Financials, exception reporting
Audit Scope
Legal Compliance
Financials, exception reporting
Budget
Financials, exception reporting
Risk Management & Insurance
Exit Interview – Audit
Financials, exception reporting
MINUTES
The CEO‟s Secretary will maintain minutes of meetings and the Chairman of the Committee
shall report on the business of the Committee at the next Board meeting. The minutes, or
relevant extracts from them, should be provided to the external auditors if requested.
35
Attachment Eight
TERMS OF REFERENCE FOR THE INVESTMENT COMMITTEE
36
37
38
39
Attachment Nine
TERMS OF REFERENCE FOR THE SERVICES TO CLIENTS COMMITTEE
OBJECTIVES - The primary objective of the Services To Clients Committee is to report and
make recommendations to the Board in discharging their constitutional responsibilities relating
to:




Maintaining facilities in which people with disabilities can be provided with a satisfying and
rewarding work environment;
Enabling people with disabilities to find employment in open industry; and
Enabling people with disabilities to develop personal, social and vocational skills;
Other matters as may be determined by the Board.
MEMBERSHIP - The Committee shall consist of:



Three Board members preferably with expertise and interest in pastoral care, service
quality and/or service development;
The Chief Executive Officer; and
The Divisional Manager of Employment Services.
The Chairman of the Committee shall be appointed by the Board from amongst the three
Board members.
RESPONSIBILITIES
The Committee shall consider any matters relating to the welfare of GSI‟s clients.
A satisfying and rewarding work environment at GSI



To consider and monitor the outcomes of internal quality assurance activities e.g. client
surveys, self assessment process etc, to ensure that appropriate action is being taken to
improve the quality of work skills for clients at GSI;
Monitor the independent external audit of services by the Commonwealth Government and
ensure appropriate action is taken on opportunities for self-improvement.; and
To provide a forum for discussion on developing pastoral care strategies at GSI.
Enabling people with disabilities to find employment in open industry



To consider and monitor the outcomes of internal quality assurance activities e.g. client
surveys, to ensure that appropriate action is being taken to improve the quality and range of
services at GSI;
Monitor the independent external audit of services by the Commonwealth Government and
ensure appropriate action is taken on opportunities for improvement; and
Receive reports and action plans on employment outcomes for people with disabilities
including pathways to employment and barriers faced in securing employment.
Client personal, social and vocational skills development - Monitor progress on
strategic initiatives relating to client welfare, e.g. retirement planning, out of work support,
wage improvements for clients, service expansion, personal growth, further education and
training, etc.
40
Other - To consider other matters, as referred to the Committee by the Board.
MEETINGS
The Committee shall hold four meetings per year and such additional meetings as the
Chairperson shall decide in order to fulfil its duties. A quorum shall consist of three members.
Meeting should be held, as far as possible, one month prior to Board meetings.
Suggested Meeting Cycle
August
November
February
May







External Audit of Services
Strategic initiatives update / decisions
Strategic initiatives update / decisions
Strategic initiatives update / decisions
Client Survey action plan
Internal Self Assessment action plan
Strategic initiatives update / decisions
MINUTES
The CEO‟s Secretary or other nominated person will maintain minutes of meetings and the
Chairman of the Committee shall report on the business of the Committee at the next Board
meeting.
41
Attachment Ten
STRATEGIC PLAN 2009-2012
Originally published May 2009, Revised May 2010
42
TABLE OF CONTENTS
INTRODUCTION TO THE STRATEGIC PLAN
3
SERVICES TO PEOPLE WITH DISABILITIES
4
COMMERCIAL
6
CORPORATE
10
12
STRATEGIC PLANNING CHECKLIST
A strategic planning checklist developed from the Australian
Institute of Company Directors is included to assist in
evaluating this plan.
13
43
INTRODUCTION TO THE STRATEGIC PLAN
The vision for GSI is that people with a disability will have the opportunity to participate in the
mainstream of life enjoying the resources, dignity and inner strength that comes with earning a living.
GSI‟s contribution to this vision is through its mission to provide employment choices for people with a
disability.
GSI fulfils its mission through its constitutional objects and purposes:





Enabling people with disabilities to find employment in open industry;
Maintaining facilities in which people with disabilities can be provided with a satisfying and rewarding
work environment;
Enabling people with disabilities to develop personal, social and vocational skills;
Being and remaining an agency of the Uniting Church in Australia; and
Adopting additional objects from time to time of a public benevolent nature and consistent with the
principal object and purpose.
The values that guide GSI‟s strategic planning, informing priorities for activity and the deployment of
resources are:





Integrity - Being true in all things always;
Respect - To treasure the unique dignity of every person;
Responsibility - Recognising that in all situations there are both rights and responsibilities and being
accountable for our actions;
Innovation - Being prepared to listen, take risks and try new ideas; and
Individual Service - Valuing, rewarding and celebrating the gifts and services of each person in the
achievements of the organisation.
Importantly, these values and aspirations are given through GSI‟s role as an agency of the Uniting
Church. The motivation for the Uniting Church to engage in community services arises from firstly
„identifying needs within the community that no one else is addressing and seeking to meet them – going
where no one else will‟, and secondly to „provide a mechanism for sharing the good news‟.
When looked at in this light the primary reason the Uniting Church provides services to the community
through agencies like GSI - is not because it can, or because it always has or because the government
agrees to fund them. The primary reason the Uniting Church provides services in the community is in
response to God‟s call to the Church for the reconciliation and renewal of the whole creation.
The strategic intent of this plan is to enable clients of GSI to be actively included in the community
through work, skills development and service support outside of work.
This plan delivers clear objectives based on recent Board planning that will optimise our potential to:




Expand existing employment services and develop new services to people with disabilities;
Continue growth in community donations and retail sales and improvements in waste management;
Support the business and service divisions of GSI through management of risk, and the effective
stewardship of its human and physical resources; and
Build GSI's active participation as an agency of the Church in support of the above.
Each of these activity areas is further elaborated into a number of key result areas which inform
successive cycles of review and planning to ensure GSI achieves its strategic goals.
44
SERVICES TO PEOPLE WITH DISABILITIES
GSI currently:


Enables people with disabilities to find Open Employment throughout Perth; and
Maintains retail and warehouse operations so people with disabilities can be provided with a
satisfying and rewarding work environment (Good Sammy).
Current Indicators
Open Employment
Good Sammy Employment
Funding
$3.0m
$2.0m
Client Nos
450
250
$/Client
$6,667
$8,000
Satisfaction
79%
70%
Govt Contract
10% Perth Market
+100% Capacity=235
Key Strengths, Weaknesses, Threats, Opportunities (SWOT) Analysis:
Strengths
 $5m Government funding 5m = stability;
 Profitable service arm; and
 Good Sammy = positive employment option.
Weaknesses
 Medium to large business support for Options;
 Open Employment performance;
 Ageing workforce / Low skilled workforce
 Open Employment Brand.
Threats
 Managing scope of new contract for Open
Employment; and
 FaHCSIA Funding – changes being proposed.
Opportunities
 Current economic situation = increased
employment and business upturn
 Complementary Projects e.g. Jobs Fund.
For all client services it is important to:


Achieve satisfactory quality audit outcomes; and
Have a client base that is satisfied with our service provision.
KPIs
Maintain acceptable quality audit results at Canning Vale, Mirrabooka and
Cannington
Client Satisfaction, achieve 80% for Open Employment and 85% for Good
Sammy
#
10/11
11/12
1
Aug
Aug
2
Mar
Mar
80%/85% 85%/90%
For workers with disabilities in retail and warehouse it is important to:



Maintain or enhance client capacity at Good Sammy;
Continue targeted training to improve skill levels of workers with a disability; and
Employ higher skilled individuals than in previous years.
To further develop GSI‟s strategic intent of delivering/enabling service support outside of work to our
clients an incremental and realistic approach will be taken to expanding services. The new Case
Coordinator role will work with those supported staff identified as having the most pressing non
vocational needs.
To build our capacity to respond to non-vocational issues in the work force a targeted training and
information programme that delivers to staff an in-depth understanding of disability and the availability of
community resources will need to be developed for key staff to enhance external links and partnerships
with other organizations, e.g. UnitingCare agencies.
45
For supported employees with identified needs i.e. ageing clients, GSI will provide case management,
advocacy and short-term funding ($25,000 budget p.a.) to deal with specific non-vocational issues and
parallel servicing from specialist providers. As GSI seeks to expand services it is important to
understand the needs of our client base, ensure GSI can prioritise the needs identified and deliver
outcomes in a way that does not build unrealistic expectations.
The strategic planning session has also identified that it is timely to review GSI‟s mission going forward.
KPIs
#
10/11
11/12
Maintain capacity at Good Sammy
Clients receiving workplace, numeracy and literacy training
Recruit higher skilled employees (Greenacres levels D/E)
Service Committee reports on case coordination initiative
Community Resource Training to key staff
3
100%
50
4
Quarterly
Bi-Monthly
100%
50
4
4
5
6
7
Quarterly
Bi-Monthly
For Open Employment the following represent key objectives:

To ensure we have an active caseload of more jobseekers with disabilities than previous years, in
line with our strategic direction and also maintain and improve funding levels. Direct registrations of
jobseekers will be a key activity;

To ensure star ratings greater than average we will need to secure a greater number of sustainable
jobs improving on current performance is of 12 job starts per month. If we maintain existing
conversion rates to job outcomes (more difficult in new contract than old) we will provide an
improved quality of service to our clients whilst improving income levels to support increased staff
numbers to deliver these targets;
450
400
350
300
250
200
150
100
50
0
Job Seekers

Job Starts
13 Week Job
26 Week Job
To support this, GSI will deliver a marketing strategy that sells GSI services to employers and allows
GSI to leverage its existing networks and expand these. This should give consideration of a specialist
marketing role.
KPIs
Referrals and Direct Registrations
Active Caseload at June
Star Ratings
Job Starts
13 week job outcomes
26 week job outcomes
Marketing Clients for work
Strategy to Board
Implementation
#
8
9
10
11
10/11
200
420
11/12
200
n/a
220
60
30
240
80
50
July
September
tbd
tbd
46
COMMERCIAL
DONATIONS & WAREHOUSE OPERATIONS
Indicators
Collections
Distribution
Forecast $
$3.75m expense
$3.75m expense
Volume
3,500,000 kgs*
504,480 kgs**
Rate
$1.08 per kg
$7.43 per kg
Other
573 Bins
* excludes furniture ** excludes furniture and sundries
Key Strengths, Weaknesses, Threats, Opportunities (SWOT) Analysis:
Strengths
 New bin design; and
 Bin management = improved productivity.
Threats
 Bin site owner expectation;
 Cost of waste disposal;
 Increased competition; and
 Declining furniture donations.
Weaknesses
 Low public awareness of organisational
mission by supporters; and
 High reliance on one source of donations 93% from bins.
Opportunities
 Global financial recovery = more donations;
and
 More bins.
GSI‟s retail arm is donation driven, i.e. if we don‟t receive the donations we cannot sell them. It is
therefore imperative that we maintain a strong and active donations strategy. Donations have declined
in the last year despite increasing the number of donation bins by 10%:
Total Donations
4,000
3,500
Tonnes
3,000
2,500
2,000
1,500
1,000
500
05-06
06-07
07-08
08-09
Proj 09-10
As the bins represent 93% of donations the strategic focus will be to:


Protect current bin sites from competition; and
Major focus on increasing donation volumes through bins.
This will provide a measure of protection for donation levels - this relies on the bin site management
skills of GSI and the number of bins we can place in the community. Managing community reactions to
more bins (not just our own) will be critical to the success of this strategy.
Furniture discounters appear to be impacting on furniture sales and therefore the demand for secondhand furniture. The budget has been developed on a no growth basis for this year whilst strategies are
developed to improve furniture sales.
47
These strategies will be measured as follows to ensure we stay on track:
KPIs
Bin numbers by June
Donation Levels (000‟s kgs)
Review Furniture Sales and report to Board
#
12
13
14
10/11
650
3,600
Sep
11/12
725
3,800
n/a
WASTE MANAGEMENT
Of the material collected by GSI that does not go to retail:


1.0m kgs of apparel is diverted away from Landfill by the Industrial Cloth section; and
1.9m kgs goes to landfill (cost $250,000 per annum and rising e.g. landfill levy).
Rubbish Volumes
2,500
Tonnes
2,000
1,500
1,000
500
-
Rubbish Volumes
05-06
06-07
07-08
08-09
Project 09-
1,353
1,359
1,631
1,671
1,932
Industrial Cloth generates $400k in sales and a $100k gross profit (also avoiding about $120k in Landfill
costs). In addition, the Industrial Cloth service employs 8 people with disabilities.
GSI will assess alternatives for:


Reducing landfill; and/or
Industrial Cloth and waste disposal operations (outsourcing).
KPIs
Assess project feasibility of landfill reduction with local councils/others
Assess initial discussions regarding outsourcing all waste disposal along with
industrial cloth to a specialist waste management company
#
15
16
10/11
Dec
Dec
11/12
n/a
n/a
48
RETAIL
Indicators
Retail Outlets
Customers 000's
Sales $000's
Avg Sale /Customer
2006
18
728
$7,116
$9.77
2007
18
785
$7,658
$9.76
2008
20
781
$7,775
$9.96
2009
23
889
$9,314
$10.48
Proj 2010
25
1,016
$10,627
$10.46
Key Strengths, Weaknesses, Threats, Opportunities (SWOT) Analysis:
Strengths
 Public recognition of brand; and
 Retail presentation and pricing.
Threats
 Increased Competition – Furniture.
Weaknesses
 Supply of Stock.
Opportunities
 Greater market penetration possible,
northern suburbs / country; and
 Trading hours deregulation.
On the retail front, GSI is experiencing a stock supply issue as the amount of stock produced is now
slightly below the demand from stores:
Stock Supply vs Demand
60,000
Production
Annual 10kg bags
50,000
Distribution
40,000
30,000
20,000
10,000
06 - 07
07 - 08 Years
08 - 09
09 - 10 (proj)
This is driven by increased store numbers and customer numbers, in turn producing a sharp increase in
sales over time. This has largely funded increasing costs in retail and warehouse, to the point where net
profit for these services has been at about the same level ($0.6m) for the last three years.
This use of growth strategies to meet cost increases is not sustainable and in 2010 the first price
increase in GSI retail for five years was implemented.
An examination of store performance also shows that the gross profit of a store needs to exceed 35%
to yield a store net profit. To resolve this, it is not simply a matter of closing unprofitable stores as
many of the warehouse costs paid by retail gross profit are largely fixed and such a strategy would
adversely impact on the whole organisation.
However stores making a gross loss should not be retained in current locations. Those with a gross
profit margin of less than 35% also need an improvement in performance. The graph over page shows
those stores needing improvements:
49
60%
YTD % STORE CONTRIBUTION
50%
40%
30%
20%
The key strategies will be to:



Replace underperforming stores
Review trading hours; and
If a strategic opportunity presents, e.g. Mandurah and clothing supply is sufficient, open an additional
store.
KPIs
Customer Numbers per annum
Sales $000‟s
Sales per customer
Replace South Street store
Replace Cannington Store
Net Increase in stores per annum – subject to stock capacity
Assess feasibility of sale of Joondalup site and relocation
Assess trading hours
Replace Armadale Store
Assess feasibility of relocating Albany store
#
17
18
19
20
21
22
23
24
25
26
10/11
1,100,000
$11,739
$10.67
Jun-Nov
Aug
1 (Dec)
Mar
Mar
n/a
n/a
11/12
tbd
tbd
tbd
n/a
n/a
2
n/a
n/a
Aug
Oct
Armadale
Clarkson
South St
East Vic Park
C' Vale
Kwinana
Cannington
Belmont
Albany
Joondalup
Girrawheen
Midland
Perth Metro
Dianella
Northam
Fremantle
South Lake
Rock'ham
Gosnells
Subiaco
Balcatta
Willetton
-10%
Osborne Park
Perth
0%
Geraldton
10%
50
CORPORATE
A key role of corporate activity is to support the business and service arms of the organisation and
ensure the:




Risk faced by GSI is understood, managed and mitigated;
Financial and physical resource management of GSI is subject to prudent stewardship;
People in the organisation are properly supported through training, clear policy and appropriate
remuneration strategies; and
Information and technology required to support our activities is managed effectively as it is essential
to our operations.
Key Strengths, Weaknesses, Threats, Opportunities (SWOT) Analysis:
Strengths
 Financial Management
Weaknesses
 Inadequate disaster recovery
Threats
 Ageing Information Technology
Opportunities
 Support from external funders
RISK
The Risk Profiling document prepared by AON has enabled GSI to develop a Risk Management Action
Plan designed to mitigate the risk exposures identified during this process:
KPIs
#
10/11
11/12
Implement recommendations of 2009-10 AON Business Risk Review
Update of Disaster Recovery Plan
27
28
Dec
Sep
n/a
n/a
FINANCIAL AND PHYSICAL RESOURCES (NOT FOR LOSS)
Maintain our “retail offer” and site presentation through shop expansion, refits and the presentation of
Canning Vale:
KPIs
2 new shops fit-outs – Cannington, Thornlie and one new shop
#
29
10/11
Aug/Dec
11/12
Ongoing
3 existing shop refits
30
Sep, Feb,
Apr
Ongoing
Retail works to deal with Occupational Health and Safety at Balcatta
Canning vale roofing, air-con and fire safety project
Painting and refurbishment of Canning Vale entrance
31
32
33
Oct
Aug-Dec
Feb
n/a
n/a
n/a
To meet our supply of stock issue and improve handling and distribution of stock:
KPIs
#
10/11
11/12
Bin Production
New cages - reduces manual handling of stock = increased safety/productivity
Truck and 2 x Forklifts to replace ageing machinery
Purchase 1000 storage crates (2.6 year pay back opposed to leasing)
34
35
36
37
200
200
Oct/Nov
All year
200
n/a
n/a
n/a
51
HUMAN RESOURCES
A key issue identified by the Board during its strategic planning deliberations has been to develop a
wages strategy that targets retention of key employees in what is expected to be a tightening labour
market. The budget provides for:



Now that the assessment system for supported employees is fully implemented, advance up to 25%
of workers from competent to advanced assessment, providing targeted wage improvements to our
most skilled supported employees;
Targeted, affordable improvements in conditions for senior management in line with our profile as a
not for profit; and
Training for staff has been identified as a critical area of investment and during the 2010-2011 year
further increases are provided in the training budget to complement training identified for key staff
in Services to People with a Disability section:
KPIs
#
10/11
11/12
Targeted wage increases for supported staff to progress to advanced
competency level
Targeted wage increases for senior management
Continued implementation of training plan
38
Sep
tbd
39
40
July
Ongoing
Ongoing
Ongoing
INFORMATION TECHNOLOGY
The overall objective for GSI‟s Information Technology Service into the future is to reduce the total
cost of ownership. This is expected to be coupled with an increase in productivity, client based service
delivery and business outcomes through shared management of information technology management,
infrastructure, applications and content within Uniting Church Homes who also provide similar to
UnitingCare West. An Information Technology Plan has been developed to support this agenda and an
application to Lotterywest has been made for funding assistance:
KPIs
#
10/11
11/12
Lotterywest Approval of funding support
IT Upgrade
Merge GSI and UCH IT function
41
42
43
July
Nov
Dec
n/a
n/a
n/a
52
This area of strategic planning is informed by the ongoing work to improve and maintain GSI‟s role as an
agency of the Uniting Church. The Board has agreed that GSI will:



Intentionally build itself as a community in which Christian values and expressions are practiced and
upheld, for example developing strategies as to how GSI reaches out to its clients and staff when
they are in need of consolation and support in a form appropriate to the person;
Be open about and proud of our belonging as an agency of the Uniting Church; and
Planned opportunities and worship to demonstrate this commitment.
The strategic planning session held by Board has also identified that it is timely to review GSI‟s mission
going forward.
KPIs
#
10/11
11/12
Services Committee continue to build and expand GSI‟s services e.g.
44
Quarterly
Quarterly
March
Quarterly
Quarterly
Annually
March
Quarterly
Quarterly
Annually
Ongoing
Ongoing
Jul
Jul
Aug
Aug
Aug
Sep
Oct
Nov
Dec
Feb/Mar
n/a
n/a
Aug
n/a
Aug
Sep
Oct
n/a
Dec
n/a
November
n/a




Client feedback through complaints / surveys
Client Forums
Oversight new service development for client needs
Service quality audit
Communicating and celebrating GSI‟s role as an agency of the Uniting
Church
45
Thornlie Opening
Canteen Re-Launch
Annual Meeting
Cannington Opening
GSI Anniversary (may link to Cannington opening)
Synod Presentation
Poverty Week
Bernice Moorhouse 50 years
International Day of Disability
New Shop Opening
Review of Vision, Mission and Values
46
53
STRATEGIC PLANNING CHECKLIST
Formulation and Approval






Do indicators of current performance show that GSI is performing better or worse than forecast?
Do indicators of future performance show that GSI will perform better or worse than forecast?
If worse, what alternate strategies are available to improve performance?
Are GSI‟s funds at high risk?
Is intervention required? If so, of what nature?
Have we put in place a Learning loop: What went wrong?
Monitoring












How does the strategy create value for GSI - is this level of value acceptable?
Is the strategy consistent with GSI Vision, Mission and Values?
Does the Strategic Plan exploit GSI‟s strengths and opportunities in the market?
Does the Strategic Plan minimise GSI‟s weaknesses and susceptibility to threats?
Are the key areas of risk in adopting this strategy identified and mitigated against?
Does this fit with the risk profile of the organisation‟s Board?
Does the Strategic Plan include exit strategies that are viable?
Is the strategy sustainable?
Are the strategic targets enough of a stretch but still attainable?
Are there measures in place to know if GSI is on track to achieve these targets?
Does GSI have the necessary environment and resources to execute?
Is accountability for the Strategic Plan‟s realisation clearly allocated?
54
Dear (new Board Member)
Welcome to our board.
Attached is our Board Manual, which will help you to deal with the various matters that Good
Samaritan Industries (GSI) considers important to its governance arrangements.
The CEO will soon be in touch to arrange a meeting between us. We will give you a frank
briefing on our board and the current operational environment GSI faces.
At that meeting we can provide any other documentation you will require e.g. previous board
minutes and subcommittee minutes.
The chief finance officer will also be available to take you through our financial reporting and
any other administrative processes of interest, insurance, general legal requirements, etc.
l look forward to your adding significant value to our board.
Yours sincerely
(Chairperson)