Youth Off The Streets is a company limited by guarantee, incorporated under the Corporations Act 2001. Ultimate responsibility for the governance of the company rests with the Board of Directors. This governance statement outlines how the Board meets that responsibility.
The Board recognises the importance of good corporate governance and achieving accountability of the Board and management.
The Board continues to report against the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations 2007 (2nd edition – ASX Recommendations). Youth Off The Streets corporate governance policies centre around the Board, the Board committees and the principles that govern the interaction with, and oversight of, management. The Board is satisfied that the company’s application of the principles in the ASX Recommendations is appropriate to its circumstances and that Youth Off The Streets corporate governance framework, policies and procedures will ensure the continued effective management and operation of Youth Off The Streets.
Youth Off The Streets corporate governance framework, policies and practices have remained under regular review as expectations and requirements develop to ensure Youth Off The Streets continues to comply with industry practices, standards and legislation.
Our Board of Directors is our governing body and is committed to acting in the best interests of the company and protecting the assets and interests of Youth Off The Streets by promoting our objectives as identified in our constitution and in our vision and mission.
The Board has the following principal responsibilities:
(a) charting the direction, strategies and financial objectives for the company and monitoring the implementation of those policies, strategies and financial objectives; and
(b) monitoring compliance with regulatory requirements and ethical standards.
Within the context of the principle responsibilities mentioned above, the Board has a number of specific responsibilities which are set out in the company Board’s Charter, see below for more information.
The Board has delegated authority for the management of the company to the Chief Executive Officer (CEO) and the Director Corporate Services (DCS). Accordingly, the CEO and DCS have been charged with implementing the Board directives and the day-to-day management and reporting of activities.
The Board comprises of seven Directors; six Non-Executive Directors and the CEO. The company Secretary attends Board meetings but is not a director. The DCS attends Board meetings by invitation.
Under the constitution the maximum number of Directors is 15. The Board should, if practical, comprise a majority of Non-Executive Directors who satisfy the criteria for independence in the Board Charter.
The Board has developed a charter to provide a framework for the effective operation of the Board. The Charter addresses the following matters:-
The full Board Charter can be viewed here.
A Director is only to be regarded as independent if the Director is independent of management and free of any business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere with the exercise of the Director’s unfettered and independent judgment.
In considering whether a Director is independent, the Board is to have regard to:
If a Director is or becomes aware of any information, facts or circumstances which will or may affect that Director’s independence, the Director must immediately disclose all relevant details in writing to the company Secretary and the Chairman.
The Board will regularly assess the independence of each Director.
Youth Off The Streets has an induction program to facilitate immediate involvement in Board activities by any new Director.
Youth Off The Streets also recognises that Board members must be provided with a range of opportunities for professional development. The Board encourages Directors to identify areas for professional development and the company will do its best to provide sufficient access to appropriate resources.
The Board has established appropriate committees to assist it in the discharge of its responsibilities. However, the Board will not delegate any of its decision-making authority to those committees except as expressively specified in the Committee charters.
The Board has the four standing Committees discussed below. The Board may also establish other Committees as and when required. Membership of Board Committees is based on the needs of Youth Off The Streets, therefore Committee membership can be extended to experts in their field or management who are not Directors but whom the Board believes can add value to the functions of the individual Committee. Membership to Committees will be based on the skills and experience of the individual members.
The Board will ensure that an independent Director, who is not Chairman of the Board, remains Chairman of the Committee and that the Committee shall consist of at least two and not more than four Board Members, the majority of whom are independent Directors. An expert Risk Advisor is a Committee member and the CEO, DCS and Finance Manager are invited by standing invitation to attend.
The primary function of the Audit and Risk Committee is to assist the Board in fulfilling its responsibilities by reviewing:
(a) The draft annual financial statements prior to Board approval including the appropriateness of accounting policies and practices and focussing on changes to accounting policies and practices, major judgemental areas, significant audit adjustments, any proposed departures from accounting standards and compliance with statutory requirements;
(b) The performance and independence of the external audit; and
(c) The effectiveness of the business risk management framework, including internal controls, compliance with applicable laws, regulations, standards and best practice guidelines, and the protection of the entity’s assets.
It is the responsibility of the Audit and Risk Committee to:-
The external auditor must attend the company’s Annual General Meeting and be available to answer members’ questions regarding:
Click here to view the Audit and Risk Committee Charter.
Committee membership shall consist of at least three and not more than five Board Members. The CEO is a member of the Services Committee.
The primary function of the Services Committee is to assist the Board in fulfilling its responsibilities by reviewing the company’s services and the performance and outcomes of the individual programs. In relation to services the committee is to:
(a) Ensure adequate and appropriate services reporting, including assessing the appropriateness of services policies and practices and ensure that disclosures meet the minimum requirements;
(b) Review the range of services offered in relationship to the mission, strategic and business plans of the company and make recommendations to the Board as appropriate;
(c) Review the reports of services delivery, assessment and outcomes and make appropriate recommendations to the Board. The review will include an annual program of service visits;
(d) Evaluate the procedures established by Management to ensure the company’s compliance with appropriate government bodies’ requirements. Review these procedures on an annual basis; and
(e) Identify and assess the operating risks associated with any proposed new service or program initiative to be undertaken by Youth Off The Streets and make recommendations to the Board as appropriate.
Click here to view the Services Committee Charter
Committee membership shall consist of at least three and not more than five Board Members. The CEO and Chairman are members of the Committee.
The primary purpose of the Nominations Committee is to support and advise the Board on Board matters including policies, performance, composition and succession planning. This includes identifying, evaluating and recommending candidates to the Board.
Click here to view the Nominations Committee Charter.
From November 2012, Committee membership shall consist of at least two and not more than four Board Members and the DCS. Subject to Board approval, the Chairperson of the Development Committee may invite external specialists and volunteers to serve as committee members. Members of the Youth Off The Streets Income teams may be invited from time to time to present papers.
The primary function of the Development Committee is to assist the Board in fulfilling its responsibilities by reviewing:
Ongoing developments in fundraising and income generation, including corporate partnerships, in the not-for-profit sector with a view to recommending to the Board any suitable initiatives.
Click here to view the Development Committee Charter
Youth Off The Streets operates a risk management framework that provides the Board with a communication process to continually assure them that the risks inherent in the operations and activities of the company are identified and prudently managed. Go to www.youthoffthestreets.com.au/annual-report/risk-management for more details.
The Board has delegated the review and monitoring of risk management to the Audit and Risk Committee. As part of this role, the Committee regularly reviews the effectiveness of the risk management system and reports to the Board on the risk management framework, at least annually.
Youth Off The Streets management team is responsible for implementing the risk management system, in particular identifying risks, developing methods of improving internal controls and governance systems and reporting material business risks to the Board.
Review of Investment Performance is to be undertaken by the Audit and Risk Committee on a quarterly basis with advice from the Board.
Special Investment Performance Reviews can also be called as required.
Youth Off The Streets is committed to promoting ethical and compliant behaviour among Directors, volunteers and employees. To this end the Board has adopted a code of conduct applying to all Directors, volunteers and employees. The code promotes:
Acting with honesty, integrity and fairness;
Acting in accordance with the law; and
Using the Group’s property and resources appropriately which includes;
Promotion of confidentiality;
Avoidance of conflict of interest; and
Seeking effective and efficient outcomes for the company.
Click here to view Youth Off The Streets Board Members Code of Conduct
Youth Off The Streets has appointed Wilson HTM Investment Group to manage our investment portfolio under a discretionary investment facility.
Youth Off The Streets corporate legal advisors are Wilshire Webb Staunton Beattie Lawyers.
This Corporate Governance Statement should be read in conjunction with the Director’s Report as this report also contains information required to be included by the ASX Recommendation.