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)
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