Accountability & Governance

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. 

Australian Committee for UNICEF Limited was established in Australia in 1966 as a National Committee of UNICEF. UNICEF Australia is a public company limited by guarantee; is established under the Corporations Act 2001; and owns the registered business name UNICEF Australia. 

UNICEF Australia is a registered charity with the Australian Charities & Not-for-profits Commission (ACNC) and has Deductible Gift Recipient and Income Tax Exempt Charity status with the Australian Taxation Office and in 2020 was approved as a Public Benevolent Institution. Where relevant, UNICEF Australia holds charitable collections licenses in each Australian state & territory. 

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

The company operates under a constitution. The current Constitution was formally adopted by the Members at the Annual General Meeting held on 24 August 2023. 
 
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. 

We are also committed to the ACFID Fundraising Charter which requires that we are ethical and accountable in how we use fundraising information and communicate to our stakeholders. UNICEF Australia is also a member of the Fundraising Institute Australia and is committed to adhering to the FIA Code, a self-regulatory code of conduct for fundraising in Australia. 
 
UNICEF Australia complies with the ACNC Governance Standards which require charities to operate lawfully and be run in an accountable and responsible way. With respect to its overseas operations, UNICEF Australia also satisfies the ACNC External Conduct Standards and takes reasonable steps to ensure appropriate standards of behaviour and governance are maintained when undertaking activities or remitting funding outside of Australia. 

a.    Introduction 

The Board has adopted a formal Board Charter and Composition Policy which articulate 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 key responsibilities of the Board are to: 

1. set strategies, plans and policies for UNICEF Australia carrying out the charitable purpose; 
2. approve operating budgets and sources of funding; 
3. implement, monitor and review systems of risk management and ethical and legal compliance to ensure UNICEF Australia meets its obligations 
4. monitor and review the performance of the board; 
5. ensure that UNICEF Australia is accountable to its stakeholders and provides disclosure to relevant stakeholders on all significant matters; 
6. monitor and evaluate performance or impact against the purposes, strategies and plans; 

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 a maximum of nine years, unless the person is the chairperson of the directors, in which case the maximum term for that director is 13 years, provided they remain chairperson for additional years.

The directors may elect one of the directors as chairperson of directors for a term of up to 4 years.  They may also permit extension of chair tenure to a second term of 4 years, and a maximum of one additional year, resulting in a potential full chair length of 9 years (two terms of 4 years each, plus one additional year). The chairperson of directors may only be removed from acting as chairperson by a directors’ resolution of at least 75% of directors.

The directors may also elect a deputy chairperson who, in the absence of the chairperson at a meeting of the directors, may exercise all the powers and authorities of the chairperson.  

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 a general meeting or by written vote of the members. At least one third of Directors must retire by rotation each year and may, if they wish, stand for re-election by the Members at a general meeting or by written vote. 

c.    Induction 

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

d.    Board Meetings 

The Board meets at least five 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 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 with the consent of the Directors at the meeting or by the Chairperson. 

e.    Independent Advice 

Directors are entitled, via a request of the Chair, to obtain independent legal, financial, remuneration or other professional advice or assistance at the reasonable expense of UNICEF Australia. The Chair will typically give such approval unless there is a conflict of interest, or it is inconsistent with Directors’ duties. 

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. 

• Governance, Remuneration and Ethics Committee – Board composition & nominations, Board & CEO performance, ethical & cultural issues and organisational values 
• Audit and Risk Committee – Financial performance and reporting, including audit matters; risk management and corporate governance 
• Programs Committee – International and Australian Programs’ strategies, policy and practice; risk identification and management, compliance with ACFID and DFAT requirements 

g.    Director Remuneration 

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

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.

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 Director of Finance 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 and are reported to ASIC, ACFID, ACNC and State Government Departments responsible for State charitable collections legislation as required. 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.

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. Separately, UNICEF global maintains a very comprehensive website at www.unicef.org which provides information about UNICEF’s programs and 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.