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 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. Where relevant, UNICEF Australia holds charitable collections licences in each Australian state & territory.
 

3.    International Affiliation

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.
 

4.    Governance 

The company operates under a Constitution. The current Constitution was formally adopted by the Members at the Annual General Meeting held on 18 June 2020.

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 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.
 

5.    Board of Directors 

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. meet at least 5 times a year and set an annual schedule of meetings;
  2. set strategies, plans and policies for UNICEF Australia carrying out the purposes;
  3. approve operating budgets and sources of funding;
  4. implement, monitor and review systems of risk management and ethical and legal compliance to ensure UNICEF Australia meets its obligations to the Department of Foreign Affairs and Trade, ACNC, ATO, Australian Council for International Development and other regulatory authorities;
  5. monitor and review the performance of the board;
  6. ensure that UNICEF Australia is accountable to its stakeholders and provides disclosure to relevant stakeholders on all significant matters;
  7. monitor and evaluate performance or impact against the purposes, strategies and plans;
  8. select and appoint a CEO and evaluate from time to time the CEO’s performance;
  9. ensure there are adequate staff and resources within the strategy and budget;
  10. approve major capital expenditure, acquisitions and divestitures, and monitor capital management; and
  11. monitor and review management processes aimed at ensuring the integrity of financial and other reporting.

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. The directors may elect one of the directors as chairperson of directors for a term of up to 4 years, unless the term is extended for a maximum of one year for a particular chairperson by the 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.

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 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.
 

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. Separately, UNICEF 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..