Conflict of Interest Policy - Headspace

headspace National Youth Mental HealthFoundation Ltd ACN 137 533 843Governance CharterCharter approved: 19/08/2009Charter updated: 25/03/2010Charter updated: 16/06/2010[5499165: 6456110_1]

ContentsPreamble ..................................................................................................................................................1Board of Directors ..................................................................................................................................21. Background .............................................................................................................................22. Accountability .........................................................................................................................23. Composition ............................................................................................................................24. Role ...........................................................................................................................................35. Functions .................................................................................................................................36. Meetings ...................................................................................................................................37. Reporting .................................................................................................................................48. Authority ..................................................................................................................................49. Review ......................................................................................................................................410. Committees ..............................................................................................................................411. Chair of the Board ...................................................................................................................412. Chief Executive Officer ...........................................................................................................513. Company Secretary ................................................................................................................514. Delegations ..............................................................................................................................6Finance, Audit and Risk Committee .....................................................................................................71. Background .............................................................................................................................72. Accountability .........................................................................................................................73. Composition ............................................................................................................................74. Role ...........................................................................................................................................75. Functions .................................................................................................................................76. Meetings ...................................................................................................................................87. Reporting .................................................................................................................................98. Authority ..................................................................................................................................9Clinical Research and Evaluation Committee .................................................................................. 101. Background .......................................................................................................................... 102. Accountability ...................................................................................................................... 10[5499165: 6456110_1] page i

3. Composition ......................................................................................................................... 104. Role ........................................................................................................................................ 105. Functions .............................................................................................................................. 116. Meetings ................................................................................................................................ 117. Reporting .............................................................................................................................. 118. Authority ............................................................................................................................... 12Conflict of Interest Policy ................................................................................................................... 131. Overview ............................................................................................................................... 132. Management of Conflicts of Interest .................................................................................. 143. Confidentiality ...................................................................................................................... 154. Board Committees and Advisory Committees ................................................................. 15[5499165: 6456110_1] page ii

Document HistoryDocument InformationCategoryDocument ownerCurrent authorStatusReviewApproved byStorageCurrent Document DetailsCompany SecretaryCompany SecretaryFinalAnnuallyBoardW:\PRIVATE\COMPANY DOCUMENTSRevision HistoryIssue date Version Author Summary of Changes19 August 2009 V1.0 CompanySecretary25 March 2010 V1.1 CompanySecretary16 June 2010 V1.2 CompanySecretaryAmendment of Clinical and Research Committee toClinical, Research and Evaluation Committee andamendments to role and function of the Committeeto reflect the change in nameAmendment to Clause 12.1.2 replacement of“senior staff” with “Key Management Personnel”.Document ApprovalName and PositionDateBoard 19 August 2009[5499165: 6456110_1] page iii

Board of Directors1. Backgroundheadspace is a company limited by guarantee and has 5 foundation members: AustralianGeneral Practice Network Limited, The Australian Psychological Society Limited, Universityof Sydney acting through its Brain and Mind Research Institute, Orygen Youth HealthResearch Centre and the University of Melbourne.The Commonwealth of Australia through the Department of Health and Ageing is theprincipal source of funding for headspace operations.There are 2 foundation documents for the internal governance of headspace:1.1 the constitution, which supplements the requirements of the Corporations Act 2001 (Act);and1.2 the Members Agreement.2. AccountabilityThe Board is accountable to the members in general meeting for the conduct of the affairs ofheadspace, including compliance with the funding agreement with the Commonwealth ofAustralia through the Department of Health and Aging.3. Composition3.1 CompositionThe Board comprises a maximum of 11 directors.Each of the 5 members may appoint a director. The other 6 directors are appointed by amembers' resolution and comprise:3.1.1 a nominee of each of the Australian Indigenous Doctors Association and PrincipalsAustralia; and3.1.2 4 nominees of the Minister for Health and Ageing.The headspace Chief Executive Officer (CEO) will not be a member but will attend all Boardmeetings except where access is restricted for a specific purpose. Other headspace staffwill attend meetings by invitation.3.2 Appointment and TermA director is appointed for an initial term of 3 years and may be reappointed for further terms.No person may serve more than 9 years as a director (whether consecutive or not), withoutthe prior approval of all members.[5499165: 6456110_1] page 2

4. RoleThe role of the Board is to set the direction and oversee the operations of headspace and tocarry out the headspace objects.5. FunctionsThe primary functions of the Board are to:5.1.1 oversee the operation of headspace, including its accountability and controlmechanisms;5.1.2 provide input to and final approval of headspace major policies;5.1.3 appoint and remove the CEO and monitor performance;5.1.4 provide input to and final approval of headspace corporate strategy and annualbusiness plan;5.1.5 approve capital and operating budgets;5.1.6 review, ratify and monitor systems of risk management and internal control, codesof conduct and legal compliance; and5.1.7 approve and monitor financial and other reporting including under any fundingagreements.6. Meetings6.1 Frequency and QuorumThe Board will hold 4 meetings a year and such additional meetings as the directors agree inorder to perform its functions.A quorum consists of more than half the number of directors.6.2 Support and MinutesThe Chair in conjunction with the CEO will settle agendas for Board meetings. TheCompany Secretary will:6.2.1 arrange meetings;6.2.2 distribute agendas and supporting papers to directors at least 7 days before therelevant meeting;6.2.3 keep and distribute minutes of each meeting; and6.2.4 ensure that minutes and reports are provided to the Board.[5499165: 6456110_1] page 3

7. ReportingThe Board will issue the following reports:7.1 directors' report, financial report and auditor's report annually to the members, the AustralianSecurities and Investments Commission, with a copy to be posted on the headspacewebsite; and7.2 reports to the Commonwealth of Australia and any other funding body in accordance with theterms of the funding agreement.8. Authority8.1 The Board may exercise all the powers of the company except any powers that the Act orthe constitution requires the company to exercise in general meeting.8.2 The Board may seek explanations and additional information from headspace through theCEO and Chief Financial Officer in order to perform its functions. However, the Boardshould not assume management's operational responsibility for headspace policies,programs and activities.9. ReviewThe Board will review and amend where appropriate the Governance Charter and theoperations of the Board and its Committees each year.10. CommitteesThe Board may establish and terminate Board committees under clause 13.13 of theconstitution and advisory committees under clause 17 of the constitution and set the terms ofreference and appoint the members of such committees.The Board has established the following standing Committees:10.1 Finance, Audit and Risk Committee (Board Committee); and10.2 Clinical, Research and Evaluation Committee (Advisory Committee).11. Chair of the Board11.1 RoleThe Chair:11.1.1 provides leadership to the Board;11.1.2 sets the agenda for Board meetings in consultation with the CEO;11.1.3 chairs Board meetings;11.1.4 is the major point of contact between the Board and the CEO;[5499165: 6456110_1] page 4

11.1.5 is the primary representative of the Board in dealings between the Minister forHealth and Ageing and headspace; and11.1.6 chairs the CEO performance review.11.2 Appointment and TermThe directors appoint from among their number the director notified by the Minister of Healthand Ageing as Chair as the Board. The term of appointment is a maximum of 3 years.The initial Chair of the Board is Wendy McCarthy AO.12. Chief Executive Officer12.1 RoleThe CEO is responsible for:12.1.1 managing the operations of headspace in accordance with the corporate strategy,plans, budgets and policies approved by the Board; and12.1.2 appointment and removal of Key Management Personnel in consultation with theBoard, appointment and removal of other staff and providing leadership for thedevelopment of professional excellence and high standards of conduct forheadspace staff.12.2 AccountabilityThe CEO is accountable to the Board.12.3 Appointment and TermThe Board appoints the CEO on the terms and conditions that it determines. The initial CEOis Chris Tanti.13. Company Secretary13.1 RoleThe Company Secretary is responsible for:13.1.1 ensuring that all company secretarial requirements under the Act and theconstitution are met in a timely manner;13.1.2 providing secretarial and support services to the Board and its sub-committees;13.1.3 managing the preparation of the headspace annual report; and13.1.4 organising the annual general meeting of the Company.13.2 AccountabilityThe Company Secretary reports to the CEO and is accountable to the Board in relation tocompliance with the Act.[5499165: 6456110_1] page 5

13.3 Appointment and TermThe Board appoints the Company Secretary on the terms and conditions that it determines.The initial Company Secretary is Sara Tersigni.14. DelegationsThe Board may delegate any of its powers and functions to a specific director, committees ofdirectors and to management.The delegation may be set out in the terms of reference of any such committee or thecontract of employment of headspace staff.In addition, the Board may also delegate specific powers for executing contracts andapproving expenditure. Such powers will be specified in an instrument of delegationapproved by the Board and signed by the Chair of the Board.[5499165: 6456110_1] page 6

Finance, Audit and Risk Committee1. BackgroundThe Finance, Audit and Risk Committee (Committee) is a Board committee, pursuant to rule13.13 of the constitution.2. AccountabilityThe Committee is accountable to the Board.3. Composition3.1 CompositionThe Committee will comprise 3 directors, the majority of whom are independent directors. Atleast one member will have relevant qualifications and experience in financial andaccounting matters and at least one member will have an understanding of the healthindustry.The Committee will have 2 Co-Chairs, one of whom will have relevant program managementexperience and one of whom will be an independent director (as defined in point 1.5Conflicts of Interest Policy). The Chair of the Board will not be a Co-Chair of the Committee.The headspace CEO and Chief Finance Officer will not be members but will attend allCommittee meetings, except where access is restricted for a specific purpose (see 8 below).Other members of headspace staff will attend meetings by invitation.3.2 Appointment and TermThe Board will appoint the members of the Committee including the Co-Chairs for an initialterm of 3 years, after which time they may be reappointed.4. RoleThe role of the Committee is to assist the Board to meet its responsibilities in relation toheadspace financial reporting, compliance with legal and regulatory requirements, internalcontrol structures, risk management systems and external audit functions.Ultimate responsibility for the integrity of headspace financial reporting and risk managementrests with the Board.In performing its functions, the Committee should not assume management's responsibilityfor financial statements.5. FunctionsThe primary functions of the Committee are to:[5499165: 6456110_1] page 7

5.1 monitor the financial performance of headspace;5.2 consider the proposed annual budget and make recommendations to the Board on itsadoption;5.3 review headspace financial statements, including annual financial statements and reportsand other financial information requested by the Board, to be presented to regulatoryauthorities and funding bodies;5.4 set the tone for sound financial reporting and sound systems of internal control;5.5 oversee and appraise the quality of the audits conducted by external auditors and makerecommendations to the Board on the appointment and termination of external auditors;5.6 review and assess corporate risk management policies, programs and practice; and5.7 consider recommendations and advice of management and external advisors on operationaland financial risks and make recommendations to the Board when appropriate.6. Meetings6.1 Frequency and Quorum6.1.1 The provisions of the constitution that apply to meetings and resolutions ofdirectors apply, as far as they can and with any necessary changes, to meetingsand resolutions of the Committee.6.1.2 The Committee will hold 4 meetings a year and such additional meetings as theCo-Chairs decide in order to perform its functions. Where possible, the meetingswill be held one month prior to a Board meeting.6.1.3 A quorum consists of more than half the number of members of the Committee.6.2 Support and MinutesThe Company Secretary (or nominee as secretary to the Committee) will:6.2.1 in conjunction with the Co-Chairs of the Committee, settle agendas for and arrangemeetings;6.2.2 distribute agendas and supporting papers to members of the Committee at least 7days before the relevant meeting;6.2.3 keep and distribute minutes of each meeting; and6.2.4 ensure that minutes and reports are provided to the Board.If the Committee meets with external auditors without the presence of the CompanySecretary, the Co-Chairs are responsible for ensuring that a written record of the meeting ismade.[5499165: 6456110_1] page 8

7. Reporting7.1 Board ReportsThe Committee will report to the Board by:7.1.1 providing a copy of the minutes of each committee meeting for inclusion in thepapers for a meeting of the Board;7.1.2 the Co-Chairs reporting at the Board meeting following a meeting of the Committeeon proceedings of the Committee and all recommendations of the Committeewhich require Board endorsement or approval; and7.1.3 providing an annual written report on all matters relevant to the performance of itsrole and functions.7.2 Annual ReportThe annual report of headspace will include a corporate governance statement detailing:7.2.1 the names and qualifications of the members of the Committee;7.2.2 the number of meetings of the Committee; and7.2.3 the number of Committee meetings attended by each member.8. AuthorityThe Committee is authorised to:8.1 to seek explanations and additional information from management in order to perform itsfunctions; and8.2 to have access to external auditors either with or without management present.[5499165: 6456110_1] page 9

Clinical, Research and Evaluation Committee1. BackgroundThe Clinical, Research and Evaluation Committee (Committee) is an advisory committee ofthe Board, pursuant to rule 17 of the constitution.2. AccountabilityThe Committee is accountable to the Board.3. Composition3.1 CompositionThe Committee will comprise up to 7 members as follows:3.1.1 at least 2 directors, of whom at least one is an independent director; and3.1.2 persons (who need not be directors) with relevant qualifications and experience inclinical practice or research, primary health care, psychology, youth health andwell-being or youth service development.The Committee will have 2 Co-Chairs, one of whom will have relevant clinical experienceand one of whom will be an independent director (as defined in point 1.5 Conflicts of InterestPolicy). The Chair of the Board will not be a Co-Chair of the Committee.The headspace Policy Director or similar position as determined by the Board will attend allCommittee meetings will but not be a member. Other members of headspace staff willattend meetings by invitation.3.2 Appointment and TermThe Board will appoint the members of the Committee including the Co-Chairs for an initialterm of 3 years, after which time they may be reappointed.4. RoleThe role of the Committee is to provide expert advice to the Board and management onclinical and research activities conducted or funded by headspace in the formulation ofheadspace strategic directions in clinical practice and research and in headspace programevaluation.Ultimate responsibility for headspace clinical and research policy and programs and programevaluation rests with the Board.In performing its functions, the Committee does not have the right of approval or veto overmanagement's operational responsibility in clinical research matters or program evaluation.[5499165: 6456110_1] page 10

5. FunctionsThe primary functions of the Committee are to:5.1 provide high level advice on the continuing development of the clinical framework forheadspace programs;5.2 provide expert advice on discrete clinical or research proposals, projects and initiativesarising out of or in connection with headspace or organisations funded by headspace;5.3 review and make recommendations on policies and procedures relating to clinical andresearch activities of headspace and organisations funded by headspace;5.4 provide high level advice on the frameworks and model for headspace program evaluation;and5.5 advise the Board on strategy and developments in clinical practice and research in youthmental health.6. Meetings6.1 Frequency and Quorum6.1.1 The provisions of the constitution that apply to meetings and resolutions ofdirectors apply, as far as they can and with any necessary changes, to meetingsand resolutions of the Committee.6.1.2 The Committee will hold 4 meetings a year and such additional meetings as theCo-Chairs decide in order to perform its functions. Where possible, the meetingswill be held one month prior to a Board meeting.6.1.3 A quorum consists of more than half the number of members of the Committee.6.2 Support and MinutesThe Company Secretary (or nominee as secretary to the Committee) will:6.2.1 in conjunction with the Co-Chairs of the Committee, settle agendas for and arrangemeetings;6.2.2 distribute agendas and supporting papers to members of the Committee at least 7days before the relevant meeting;6.2.3 keep and distribute minutes of each meeting; and6.2.4 ensure that minutes and reports are provided to the Board.7. Reporting7.1 Board ReportsThe Committee will report to the Board by:[5499165: 6456110_1] page 11

7.1.1 providing a copy of the minutes of each committee meeting for inclusion in thepapers for a meeting of the Board;7.1.2 the Co-Chairs reporting at the Board meeting following a meeting of the Committeeon proceedings and recommendations of the Committee; and7.1.3 providing an annual written report on all matters relevant to the performance of itsrole and functions.7.2 Annual ReportThe annual report of headspace will include a corporate governance statement detailing:7.2.1 the names and qualifications of the members of the Committee;7.2.2 the number of meetings of the Committee; and7.2.3 the number of Committee meetings attended by each member.8. AuthorityIn addition to its advisory role to the Board, the Committee is authorised to receive requestsfor advice on clinical research and headspace program evaluation matters directly frommanagement and to advise management directly.[5499165: 6456110_1] page 12

Conflict of Interest Policy1. Overview1.1 AcknowledgmentMatters involving directors and members occur in the ordinary course of the business ofheadspace as the Board includes directors who are actively involved in youth mental healthand who are appointed by members which are actively involved in this field.1.2 Related RequirementsDirectors have duties under the Corporations Act 2001 (Cwlth) (Act), general law and theconstitution in relation to conflict of interest.In applying this policy, the Board must also have regard to the findings andrecommendations of the headspace probity advisor and the conflict of interest requirementsin any funding agreement with the Commonwealth of Australia.1.3 Conflicts of InterestA director's interest in a matter involves a personal interest of some real substance(Interest).Whether an Interest exists depends on the context. It may be a direct or indirect interest, apecuniary interest or a non-pecuniary interest such as reputation, the opportunity to gainnon-pecuniary rewards such as expertise, knowledge or the opportunity to influence policydecisions that may subsequently provide a pecuniary or non-pecuniary benefit.A director has:1.3.1 a fiduciary duty to act in the best interests of headspace as a whole and to placethe interests of headspace ahead of the director's personal interests or those ofanother;1.3.2 a duty to avoid potential and actual conflicts between the interests of headspaceand the director's personal interests or those of another; and1.3.3 a duty to avoid acting in a way which may cause detriment to headspace.1.4 Circumstances Giving Rise to Conflicts of InterestIt is not possible to specify a definitive list of circumstances which give rise to potential andactual conflicts. Each circumstance will be considered on its facts at the time.Potential for conflicts may arise in determining Committee composition, policy decisions,funding program decisions, grant allocations and program evaluations and include, withoutlimitation, circumstances where:1.4.1 the director, or an organisation of which the director is an officer, shareholder,member, employee, consultant or advisor is an applicant for, or receives, fundingfrom headspace;1.4.2 the director, or an organisation of which the director is an officer, shareholder,member, employee, consultant or advisor receives or will be entitled to receive, a[5499165: 6456110_1] page 13

payment from an applicant for funding from headspace or which receives suchfunding;1.4.3 the director has a parent, partner, child or sibling who is an officer, shareholder,member, employee, consultant or advisor is an applicant for, or receives, fundingfrom headspace; and1.4.4 the director or the director's organisation acts as the lawyer, accountant, auditor oradvisor of an applicant for, or receives, funding from headspace.1.5 Independent DirectorsFor the purposes of this policy, an independent director is a director who is not:1.5.1 appointed by a member; and1.5.2 an officer, employee or paid advisor or consultant of the Commonwealth ofAustralia or any other major funder of headspace.A director is not a paid advisor or consultant merely by receipt of director's fees (or similar)and reimbursement of expenses for serving as a member of a board or committee of theCommonwealth of Australia or of a Commonwealth corporation or as a nominee of theCommonwealth of Australia on a board or committee.2. Management of Conflicts of Interest2.1 The Company Secretary will maintain a register of directors' standing Interests in mattersrelating to headspace and youth mental health (Register).2.2 Each director has a duty to disclose their Interests and to ensure that their particulars in theRegister are current, complete and accurate in all material respects.2.3 In settling the agenda for a Board meeting, the Chair and the CEO will consider the Registerand whether a potential or actual conflict of exists for any director in relation to a particularmatter. Board papers on that matter will not be distributed to the affected director, who willbe informed that certain papers have been withheld because of a potential or actual conflictof interest.2.4 At each Board meeting, each director will consider whether they have a potential or actualconflict of interest in a matter to be discussed at the meeting that is not recorded on theRegister and will disclose that interest to the meeting. The affected director will return to theCompany Secretary any Board papers they have received on the matter.2.5 Where any director has an Interest in a matter to be considered at a Board meeting will leavethe meeting while the matter is being considered and will not vote on the matter.This does not apply to matters relating to directors' remuneration, contracts which insure thedirector against liabilities incurred as an officer of headspace (as long as the contract doesnot make headspace or a related body corporate the insurer) and all other matters specifiedin section 191(2)(a) of the Act.2.6 The Company Secretary will record in the minutes of the meeting any action taken in relationto the management of a potential or actual conflicts of interest.[5499165: 6456110_1] page 14

3. ConfidentialityProceedings, papers and minutes of the Board are confidential and may not be disclosedwithout approval of the Board except where required to be disclosed by law.4. Board Committees and Advisory Committees4.1 Each Board Committee and Advisory Committee will have 2 Co-Chairs, once of whom willhave relevant program, management or clinical experience and one of whom will be anindependent director.4.2 The provisions of this policy apply as far as they can and with any necessary changes to theproceedings, meetings and resolutions of Committees.[5499165: 6456110_1] page 15