Untitled - Cerebral Palsy League

control, monitoring and reporting mechanisms are in place, and reporting to members, stakeholders and regulatory authorities. A description of the League’s
main corporate governance practices is set out below. All these practices, unless otherwise stated, were in place for the entire year.
The Directors are committed to the principles underpinning best practice in corporate governance, applied in a manner which is best suited to the League and
which will allow the Directors to discharge their responsibilities to members, other stakeholders and to the League as a whole. Following on from this, the Board
will commence an internal audit process in the next financial year.
The structure of the Board is fundamental to achieving these objectives. It is the role of management to propose strategies and to carry out agreed plans.
It is important that the Board, which has ultimately the responsibility for the League’s direction and performance, is composed of Directors able to consider the
issues with both compassion and understanding of the needs of clients and stakeholders as well having the appropriate independence and skills commensurate
with the League’s services, commercial and other activities and with the League’s governance and fiscal obligations. Many of the League’s Directors have or
have had relatives with cerebral palsy or have in some way a strong personal connection with the League. Importantly from a corporate governance perspective,
the Board also comprises a number of independent non-executive Directors, recruited for specific commercial and professional expertise. The Board is confident
that the current mix of Directors’ expertise and perspective will allow the Board to continue to meet its objectives and responsibilities for the good governance
of the League.
Board operations
In 2007, the Board met eight times. The League’s financial performance is monitored by regular analysis of financial statements and an evaluation of progress
against budgeted and key benchmarks. In addition, the Board has determined to undertake a regular review of progress against the long term goals set out in
the League’s Strategic Plan.
Directors spend time reading and analysing Board papers and reports submitted by management and they engage in regular discussions with management,
primarily through the various Board committees. The views of the Chairman and Directors are canvassed regularly by the Chief Executive Officer and the
executive team on a range of strategic and operational issues. Senior executives often attend Board and committee meetings to report on matters.
An important feature of good corporate governance is that the Board periodically assess whether there is a need for particular skills, qualifications or experience
to be brought onto the Board. The whole Board participates in this process.
The Board Directors have also developed and adopted a Code of Conduct and confirmed their intention to be bound by that Code. In the event that a Director
has a potential or actual conflict of interests, such as an ongoing commercial or other relationship, the director involved is required to withdraw from all
deliberations where the conflict of interest may arise unless all other Directors determine that the director may continue to participate in such deliberations.
Directors also have the opportunity to visit League facilities and offices and to meet with management in order to gain a better understanding of League
operations.
Directors’ Meetings
Name of Director
RC McNally (Chairperson)
SG Brady
YR Burns
HM Darch
GR Davies
DT Orr
MG Pini (Appointed 20/12/2006)
R Porter
SB Rix
KP Rodgers (Resigned 2/2/2007)
• permanent residence in Queensland;
No. of
meetings
eligible to
attend
No. of
meetings
attended
Independent advice and Access to Company Information
A Director may with the prior written approval of the Chairperson seek their own
independent legal advice at the League’s expense to assist them in the performance
of their duties to the League and the members. Due to the cost of obtaining legal
services, the Board would generally be consulted before such consent was given.
It is anticipated that the need for such advice would only arise in extraordinary
circumstances and to date, no such request has been made.
Each director has the right of access to relevant League information and to the
League’s executives.
Composition of the Board
The names of the Directors of the League in office at the date of this report are set out
in the Directors’ report on pages 1-2 of this report. The composition of the Board is
determined using the following principles:
• a minimum of 7 Directors and a maximum of 11 Directors, to allow Directors to serve
on committees without overburdening them or making it difficult for them to discharge
their responsibilities;
• expertise and skills to ensure the Board composition includes a broad range of relevant knowledge, skills, understanding and experience
• all non – executive and independent Directors including the Chairperson
• enough Directors to serve on various committees without overburdening the Directors or making it difficult for them to fully discharge their
responsibilities
An independent director is a director who is not a member of management (a non – executive director) and who:
• does not hold any office for profit under the League; or
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8
7
8
8
4
8
8
4
• is not directly or indirectly interested in any contract or proposed contract with the League.
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7
8
4
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3
• is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s
ability to act in the best interests of the League.
Cerebral Palsy League of Queensland ( )