The Australian Committee for UNICEF Limited is committed to achieving best practice in corporate governance for not-for-profit organisations.

 

Although not a listed company, in developing and continuously improving our corporate governance policies and practices, we have applied, where relevant, the best practice corporate governance principles laid down by the ASX for limited companies.

Index

1.    Introduction
2.    Establishment and Operations
3.    International Affiliation
4.    Governance
5.    Board of Directors
       a.    Introduction
       b.    Board Composition and Performance
       c.    Induction
       d.    Board Meetings
       e.    Independent Advice
       f.     Board Committees
       g.    Director Remuneration
6.    Risk Management and Corporate Compliance
7.    Financial Reporting and Performance
8.    Reporting to Stakeholders


 

1.    Introduction

Australian Committee for UNICEF Limited (UNICEF Australia) is committed to achieving best practice in corporate governance for non-profit organizations.

Although not a listed company, UNICEF Australia has applied where relevant the best practice corporate governance principles laid down by the ASX for listed companies in developing and continuously improving our corporate governance policies and practices.

2.    Establishment and Operations

Australian Committee for UNICEF Limited is a public company limited by guarantee; is established under the Corporations Act 2001; and owns the registered business name UNICEF Australia.

UNICEF Australia has Deductible Gift Recipient and Income Tax Exempt Charity status with the Australian Taxation Office and is registered in each State under applicable charitable collections legislation.
 

3.    International Affiliation

UNICEF Australia is one of thirty four UNICEF National Committees around the world.  Each National Committee operates under a formal Cooperation Agreement and individually agreed Joint Strategic Plans with UNICEF.  Both the Cooperation Agreement and Joint Strategic Plan recognise and accommodate the legal status and independence of National Committees.
 

4.    Governance 

The company operates under a Constitution.  The current Constitution was formally adopted by the Members at a Special General Meeting held on 15 December 2001 and varied by members at an Extraordinary General Meeting held on 3rd October 2013.

The Constitution provides for a voluntary and independent Board of Directors to be responsible for the company’s overall management and specifies, inter alia, the Board’s powers and responsibilities and how Directors are elected and re-elected by the Members.

UNICEF Australia is a member of the Australian Council for International Development’s (ACFID), and has applied the principles of the ACFID Code of Conduct, which sets minimum standards of governance, management and accountability for member agencies.  Adherence to the Code is monitored by an independent Code of Conduct Committee.

UNICEF Australia is also a registered charity with the Australian Charities and Not for Profits Commission (ACNC).
 

5.    Board of Directors 

a.    Introduction

The Board has adopted a formal Board Charter which articulates the role of the Board; the matters the Board has reserved to itself; Board composition; how Board meetings are conducted; and Directors’ ethical standards and leadership.

Except for those matters which the Board has reserved to itself, it has delegated to the Chief Executive responsibility and authority for managing day to day operations, subject to the Board’s overall direction and control and full reporting to the Board and its committees at each of their meetings.

The matters the Board has reserved to itself are the appointment, including contractual terms, performance review and reappointment, of the Chief Executive; the composition of the Board of Directors, including Board performance and refreshment; the approval and monitoring of the annual budget; the approval and amendment of the Policies and Procedures Manual; the setting and monitoring of overall strategic direction and goals; and corporate governance, including risk management and corporate compliance.

UNICEF Australia’s Directors are committed to adding value to the organisation by bringing to the Board their broad range of skills and experience.  The Board sets and monitors overall strategic direction and priorities; regularly reviews our financial performance; and ensures the risk management and corporate compliance protocols it has established are being followed.

To assist it in the discharge of its responsibilities, the Board has established a number of committees which concentrate on defined aspects of operations.
 b.    Board Composition & Performance

The Constitution prescribes the minimum and maximum number of Directors who can be in office at any one time. Directors’ brief details are included in the Annual Report and Annual Financial Statements, available on this website.

Directors are elected by the Members. Directors are elected to the Board of UA to serve for a three year period. If re-elected they can serve for a maximum of three (3) terms. Each Director can serve for only a total of nine years. On completion of nine years’ service, a director would stand down from re-election for at least one year. The office holders of President and Deputy President are elected from within the current members of the Board of UA for three (3) years. If re-elected to the board, the President or Deputy President can hold the office for a maximum of two (2) terms before standing down from re-election for at least one year from the office holder position. 

The Board may appoint a person as a Director to fill a casual vacancy but that person, if they wish to continue in office, must stand for election by the Members at the next occurring Annual General Meeting. One-third of Directors, rounded down to the next whole number, must retire by rotation each year and may, if they wish, stand for re-election by the Members at the Annual General Meeting.
 

c.    Induction

New Directors undergo an induction process and are provided with a package of background information to ensure they are able to participate actively and positively in Board meetings immediately following their appointment.

The Board has established a Board Nomination and Review Committee, which comprises the President, Deputy President and one other senior Board member.  This Committee is responsible for maintaining an appropriate balance of expertise and experience on the Board, and does so against a set of UNICEF guiding principles for National Committees and a board skills matrix which is used to review the existing skills and capabilities on the board and identify any gaps in skills and experience with regard to UNICEF Australia’s particular needs from time to time.  This Committee also assists with the task of ensuring an appropriate degree of Board refreshment is maintained.
 

d.    Board Meetings

The Board meets at least four times each year and has established a number of committees that are responsible for particular areas of operation and which meet between formal Board meetings.

The President, or in the President’s absence the Deputy President, chairs each meeting.  The conduct of Board meetings and Directors’ participation in them are governed by the Board Charter. While minutes of each Board meeting are taken and kept, the proceedings of and discussions at Board meetings are confidential. Directors are prohibited from divulging to any third party the details of Board discussions, except as are recorded in the confirmed minutes of any meeting.
 

e.    Independent Advice

Directors are entitled, with the President’s approval, to obtain their own independent advice on any matter before the Board if they believe they need to do so. The President will normally give such approval. If there is a cost incurred in a Director obtaining independent advice, the Board may authorise all or part of that cost to be met by UNICEF Australia or reimbursed to the relevant Director as the case may be.
 

f.    Board Committees

To assist in the discharge of its responsibilities, the Board has established a number of committees which meet between formal Board meetings and concentrate on defined aspects of UNICEF Australia’s operations.
 

The committees presently established are as follows.  Their detailed responsibilities and composition are contained in their Terms of Reference.

g.    Director Remuneration

No Director has received or is entitled to receive a benefit as a result of holding office as a Director.
 

6.    Risk Management and Corporate Compliance

The Board has established risk identification and management and corporate compliance protocols which are incorporated into the Policies and Procedures Manual.

Written risk management and corporate compliance reports, are submitted to each meeting of the Audit and Risk Committee and the Board.  These reports provide the basis on which the Board retains oversight and management of its responsibilities in these areas.
 

7.    Financial Reporting and Performance

The Audit and Risk Committee and the Board receive detailed budget and financial performance reports at each of their meetings.  The Chief Executive and the Chief Operations Officer certify the accuracy and completeness of the financial information.

In consultation with the external auditor, the Audit and Risk Committee reviews the annual audit plan, the results of the annual audit, the auditor’s report and management responses to any issues raised.  The Committee is responsible for recommending to the Board that the audited financial statements and Directors’ Report be approved for circulation to the Members.

The external auditor has direct access to the Audit and Risk Committee and is entitled to attend its meetings and does so when appropriate.

UNICEF Australia’s audited financial statements are forwarded to its Members each year for consideration at the Annual General Meeting and are reported to ASIC, ACFID, ACNC and State Government Departments responsible for State charitable collections legislation.  An abbreviated version, which complies with ACFID Code of Conduct requirements, is included in the published Annual Report.

Copies of the full audited financial statements are available upon request.
 

8.    Reporting to Stakeholders

UNICEF Australia maintains a comprehensive and informative website at www.unicef.org.au which, within the limits of available resources, provides detailed information about its activities, particularly fundraising appeals and events.  In addition, UNICEF International maintains a very comprehensive website at www.unicef.org.  This website provides a wealth of information about UNICEF’s activities around the world.

UNICEF Australia  also have a program of regular communication with our donors, supporters and partners which keeps them updated about our activities and those of UNICEF around the world.