SDN Children’s Services
SDN Children’s Services (SDN) is a not for profit company limited by guarantee. It is overseen by a Board of volunteer directors with diverse business and sector backgrounds who are responsible for determining SDN’s strategic direction and for the overall governance and performance of the organisation. SDN is as charity registered with the Australian Charities and Not-for-profits Commission (ACNC). SDN also has a Building Fund which has Deductible Gift Recipient (DGR) status.
The Board consists of Directors who must be Members of the company. The Board must have at least eight directors, up to a maximum of 12. SDN holds Directors and Officers Insurance for all Board directors.
The Board oversees the CEO and the Senior Leadership Team to ensure that resources are used effectively to achieve the company’s goals, in accordance with its philosophy, vision, mission, and values.
SDN Child and Family Services Pty Ltd
SDN has a wholly-owned subsidiary company, SDN Child and Family Services Pty Ltd (CFS) which is registered as a Public Benevolent Institution (PBI) with the ACNC and has DGR status. This subsidiary is responsible for managing SDN’s work with children who are facing challenges, predominantly funded through NDIS arrangements, government program contracts and programs funded by donations.
CFS has a separate Board that reports to the Board of SDN. The CFS Board currently consists of three members of the Board of SDN Children’s Services and an executive director, SDN’s CEO Kay Turner.
Role of the Boards
The Board of SDN meets at least six times per year, and meetings include regular reports and presentations from the Senior Leadership Team. The CFS Board meets at least four times each year.
The Board of SDN appoints the Chief Executive Officer and sets the scope of her authority to establish and administer all services, budgets and finances, and to otherwise manage the organisation.
The SDN Board is also responsible for considering matters that affect both companies (the SDN group). Both Boards are also responsible for:
- Providing overall strategic direction for their company
- Working with the CEO and Senior Leadership Team to develop the strategic plan, and monitor its implementation through regular reports to the Boards
- Exercising due diligence, fulfilling its fiduciary responsibilities, and guarding against undue risk
- Approving and monitoring the annual budget, and ensuring sufficient funds are available to meet financial commitments and obligations as they fall due,
- Ensuring compliance with statutory requirements and regulations set by government, including the ACNC
- Establishing Board committees as needed to advise and assist
- Reviewing and approving all high level policies in accordance with an agreed policy framework
- Promoting and protecting the SDN group’s interests
- Communicating with Members as required, including through the Annual General Meeting and the Annual Report.
Responsibilities of management
Both Boards have delegated to the CEO of SDN the day-to-day running of the organisation and its education and care centres, programs, services, and management operations.
Board structure and committees
The SDN Board appoints Committees to assist it in carrying out its work. The purpose of each committee is to undertake the activities defined in its Terms of Reference or delegated to it by the Board. Committees operate at Board level, not at an operational level, and do not make decisions on behalf of the Board unless explicitly authorised by the Board.
The Board has three standing committees, being:
- Risk and Audit
- Governance and Remuneration
- Research Ethics.
All committees meet regularly (or as needed) and report back each of the Boards. A number of Directors have completed the AICD Company Directors Course.
SDN’s Head of Communications and Corporate Affairs is also the SDN Company Secretary.
Roles and responsibilities of the Board committees
Each Board committee has Terms of Reference approved by the Board and reviewed as required. The Terms of Reference outline the committee’s purpose, duration of appointment, responsibilities, membership, meeting frequency and key objectives. Each Board committee has the role and responsibility of assisting and advising the Board in fulfilling its responsibilities in a particular area as follows:
Governance and Remuneration Committee — assists and advises the Boards in fulfilling their responsibilities in governing both organisations and the SDN group collectively, includes determining SDN’s overarching remuneration policy.
Risk and Audit Committee — assists the Boards in the effective discharge of its responsibilities in the areas of statutory reporting, internal control systems, risk management systems, insurance and legal proceedings, and the external audit functions.
Research Ethics Committee — makes decisions regarding the approval or otherwise of Applications for Research and Evaluation at SDN in accordance with ethical principles identified in the Guidelines for Research and Evaluation at SDN, monitors compliance by those granted approval, and provides advice on policies and procedures relating to research and evaluation at SDN.
Board selection and evaluation
The Board regularly reviews its composition to ensure that the mix of skills, experience and cultural fit is appropriate, having regard to SDN’s history, philosophy, values and strategic direction. Through the Governance and Remuneration Committee, the Board has in place a process for identifying the skills needed within the Board and for seeking new directors. The Board has deliberately sought people with experience in strategy, risk management, law, finance, general management and the sectors in which SDN works.
To encourage board renewal, the SDN Board has instituted succession planning in relation to Board membership, and Board and Committee Chairs. Succession planning is the responsibility of the Governance and Remuneration Committee (in discussion with the President), with final approval given by the Board.
The Board conducts regular reviews of various aspects of its work, including performance, policies and practices, with the most recent being in late 2018. Recommendations arising from these reviews have been addressed throughout the year by the Board and the Governance and Remuneration Committee.
Training and development
The Board is committed to director induction and professional development and has a budget for such development. The Board has formalised its induction program for new Board members, which includes attending a corporate induction session, a briefing with the CEO and Company Secretary prior to a Director’s first meeting, a six month check in with the President, and visiting centres and programs with an experienced director. Board members also attend training courses that are approved on a case-by-case basis by the President.
Board members serve on a voluntary basis and do not receive remuneration. They can be reimbursed for a reasonable amount of expenses directly related to Board activities.
Board Governance Charters
Both the SDN and CFS Boards have a Governance Charter that outlines the responsibilities and duties of each Board and Directors. The Governance Charter includes the Boards’ terms of reference, and its approach to key corporate governance issues (such as Board structure and composition, relationship between the Board and the CEO and management, powers retained by the Board, Board meeting procedures, Board evaluation, and director protection and development). It also sets out responsibilities of Directors concerning risk management and financial management, and its approach to dealing with conflict of interest, and for SDN includes the nomination of company Members.
Policies and procedures
The SDN group works within a regulatory framework that requires compliance with a range of legislation and regulations, including work health and safety and the Children’s Education and Care National Quality Framework. It is essential that we are able to demonstrate not only that we have the policies and procedures in place, but also that we are meeting and preferably exceeding the requirements of those policies and procedures.
SDN’s high level and operational policies and procedures are reviewed and approved by the Senior Leadership Team and the SDN Board on a rolling schedule, and new policies and procedures continue to be developed as gaps are identified. High level policies are regularly reviewed by the Board according to an agreed calendar.
Conflict of interest
It is expected that Board directors will be sensitive to any conflict of interest that may arise. Directors are required to disclose and declare the following to the Board:
- Any existing or potential conflict of interest including any material personal interest, as defined in the relevant Constitution and the Corporations Act
- Any direct or indirect interest in contracts with SDN
- Any related party transaction.
Depending upon the nature of the conflict of interest, a Director may need to leave a Board meeting where a matter relating to the conflict is being discussed or voted upon.
The Board has established a register of Directors’ interests and records therein any conflicts. The Register is a standing agenda item at the beginning of all Board meetings.
Risk and compliance
The Board is responsible for ensuring that adequate measures are in place to manage risk. The Board’s Risk and Audit Committee meets at least four times each year, and reviews the SDN group’s organisation-wide Risk Management Plan that identifies, assesses and prioritises potential risks and SDN management’s plans to manage and mitigate the most significant risks. The Committee also reviews the effectiveness of SDN’s approach to ensuring compliance with all applicable laws, regulations, and Government funding conditions, key business contract obligations and company policies.
Risk information is regularly reported to the Board through the Board Papers including the CEO’s reports and through the Risk & Audit Committee’s minutes and reports, as well as in the event of a serious incident or breach.
SDN has a comprehensive process-based Risk Management Plan that is reviewed annually and is approved by the Board.
The 2019 Risk Management Plan runs across three major risk segments – Governance and Infrastructure, Finance, and Operations. The Plan includes:
- all risks identified for each business activity
- a list of relevant best practice controls
- an assessment of whether and how well these controls are in place
- continuous improvement actions.
SDN has a Business Continuity Plan in place that is linked with specific disaster recovery and crisis management plans and is reviewed annually.
Work Health and Safety
SDN is committed to providing a safe and healthy environment and to promoting wellbeing. The Board uses a two-tiered model of prevention and management of injury and incidents, under a legislative framework. Our WHS Register is part of our wider WHS System Framework that includes our policies and procedures, training, and quality assurance processes.
SDN’s prevention of injuries and incidents processes:
- ensure appropriate documentation of our Work Health & Safety system is in place
- use a risk management framework with regular monitoring
- ensure safety and wellbeing is promoted with an aim of decreasing and eliminating risks
- provide and maintain healthy environments
- ensure safety and health are considered in all planning and workplace activities
- involve employees from all levels in decision making about WHS issues.
SDN’s management of injuries and incidents processes:
- include a return to work program
- are transparent, fair, timely, and efficient
- ensure injuries and incidents are investigated and the causes controlled, and injuries are effectively managed
- include evaluation and follow up.