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 SDN. 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 SDN’s goals, in accordance with its philosophy, vision, purpose, 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 Deductible Gift Recipient (DGR) status. CFS 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 ten 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 particular matters that affect SDN and CFS (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 annual budgets, 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 the approved 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 early childhood education and child 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 Company Secretary of SDN.
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, including consideration of board composition and board renewal and development. This committee also works with the CEO to determine 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 in line with SDN's values and purpose. 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, and in 2020 undertook a survey of directors to identify preferred topics for education with a view to implementing a director education calendar. Board members also attend training courses that are approved on a case-by-case basis by the President, with directors supported to complete the AICD Company Directors course and other governance courses as identified.
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). They also set out responsibilities of Directors concerning risk management and financial management, and approaches to dealing with conflict of interest. The SDN Governance Charter includes details about the requirements for 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 the SDN group is able to demonstrate that it has the required policies and procedures in place, but also that it is 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 or CFS
- 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 SDN 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 SDN Board meetings. During 2020 the Senior Leadership Team established a register of interests which is reviewed quarterly at a Senior Leadership Team meeting.
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 Policy that identifies, assesses and prioritises potential risks and SDN management’s plans to manage and mitigate the most significant risks. The Committee also assists and advises the Board 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.
Risk information is regularly reported to the Board through the Board Papers including the CEO’s reports and through the Risk and Audit Committee’s minutes and reports, as well as in the event of a serious incident or breach.
Risk Appetite is set by the SDN Board of Directors, and per the requirements of SDN’s Risk Management Policy, is reviewed at least annually as part of the strategic planning process. SDN’s Risk Appetite Statement provides clear guidance on the acceptable risk limits within which the organisation must operate in pursuit of its objectives.
The Risk Management Policy runs across four major risk segments – Financial, Market, People and Culture and Operational risks. The Policy also includes detail on SDN’s Risk Management process namely:
- Risk identification: risks are identified based on SDN’s business environment and with the involvement of stakeholders from different business areas across the organisation with appropriate knowledge and background information.
- Risk analysis: risk analysis develops an understanding of the risk and provides input to risk evaluation and risk treatment decisions.
- Risk evaluation: risk evaluation assists with prioritising identified risks and making risk treatment decisions based on the organisation’s tolerance level for each risk.
- Risk treatment: risk treatment involves selecting and implementing one or more options for modifying risks. Once implemented, treatments will provide or modify the controls.
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 across the whole SDN group. The SDN 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.