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 a charity registered with the Australian Charities and Not-for-profits Commission (ACNC), and 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 and young people 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 the CFS Board meets at least four times each year. Both boards receive regular reports and presentations from the Senior Leadership Team on the operations of the business.
The Board of SDN appoints the Chief Executive Officer and sets the scope of their authority to establish and administer all services, budgets and finances, and to otherwise manage the organisation.
The SDN Board is 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 the Board to fulfil its duties
- 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 the relevant Committee Terms of Reference or as 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 CFS Board has delegated authority to the SDN Board to include CFS activities and services in the scope of the Terms of Reference for its committees.
The Board has three standing committees, being:
- Risk and Audit
- Governance and Remuneration
- Research Ethics.
The SDN Board also has an ad hoc Property Commitee. All committees meet regularly (or as needed) and report back to each of the Boards.
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 outlines 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 its responsibilities in governing both organisations and the SDN group collectively, including consideration of board composition, board renewal and development, CEO succession planning and review. This committee also works with the CEO to determine the 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.
Ad hoc Property Committee — assists and advises the SDN Board in fulfilling its responsibilities in decision making regarding any proposed major development and/or divestment of specific properties owned by SDN.
Board selection and evaluation
The Boards regularly review their composition to ensure that the mix of skills, experience, diversity and values alignment is appropriate, having regard to the SDN group’s history, philosophy, values and strategic direction. Through the Governance and Remuneration Committee, the Boards have in place a process for identifying the skills and experience needed within each Board and for seeking new directors in line with SDN's values and purpose. The Boards deliberately seek people with experience in strategy, risk management, law, finance, general management and the sectors in which SDN works.
The SDN Board has instituted succession planning in relation to membership of both boards, and board and committee chairs. Succession planning is the responsibility of the Governance and Remuneration Committee (in discussion with the SDN President), with final approval given by the relevant Boards.
The Boards conduct regular reviews of various aspects of their work, including performance, policies and practices, with the most recent being during 2021. Recommendations arising from this review were addressed throughout the year by the relevant Boards and committees.
Training and development
Both Boards are committed to director induction and professional development and SDN has a budget for such development. SDN has formalised its induction program for new directors for both boards, and following a survey of directors to identify preferred topics for education, a director education calendar was implemented from 2021. 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.
Directors 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
The SDN and CFS Boards each have a Governance Charter that outlines the responsibilities and duties of each board and its directors and are regularly reviewed. The Governance Charter includes the boards’ terms of reference, and their approach to key corporate governance issues (such as board structure and composition, relationship between the boards and the CEO and management, powers retained by each board, board meeting procedures, board evaluation, and director insurance 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 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 SDN 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 their 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 that apply. The Register is a standing agenda item at the beginning of all SDN Board meetings. The Senior Leadership Team also maintains a register of interests which is reviewed quarterly at a Senior Leadership Team meeting.
Risk and compliance
The Boards are responsible for ensuring that adequate measures are in place to manage risk. Risk information is regularly reported to the Board through the Board Papers, CEO’s Reports, the Risk and Audit Committee’s minutes and reports and ad hoc in the event of a serious incident, breach or emerging risk.
The Board’s Risk and Audit Committee assists and advises the Board in the effective discharge of its responsibilities in the areas of statutory reporting, internal controls systems, risk management systems, insurance and legal proceedings and the external audit functions.
The SDN Board’s Risk and Audit Committee meets at least four times each year, and reviews the SDN group’s organisation-wide Risk Management Register which records the risks which would have a significant impact on the organisation should they be realised. The Committee is also responsible for reviewing and recommending approval to the Board of the Risk Management Framework and the Risk Appetite.
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
The SDN group is committed to providing a safe and healthy environment and to promoting wellbeing across the whole SDN group.
SDN has adopted a Work Health and Safety Management System, (WHMS) which consists of a set of plans, actions and procedures to systematically manage health and safety so that SDN:
- Provides a safe and healthy workplace and prevents/reduces illness and injury
- Identifies workplace hazards, and assesses and controls risks
- Managers, supervisors and employees and their representatives are actively involved in health and safety matters
- Provides information and training for employees at all levels so they can work safely.
- Conducts regular audits and reviews of its WHS system.