Board Charter
The Community First Board of Directors has adopted a formal Board Charter which details the functions and responsibilities of the Board and distinguishes such functions and responsibilities from those which have been delegated to Management.
The Charter states that:
1) The Board is responsible for putting strategies in place to ensure that Community First meets its primary purpose with the goal of achieving its mission and vision.
2) The Board is responsible for the effective oversight of Management and of Community First’s control and accountability systems. The Board is accountable to its Members for the performance of Community First’s business. In performing its role, the Board aspires to excellence in governance standards.
3) The Board is responsible for embracing strong governance practices in order to deliver against its strategic objectives over the long term.
4) The key responsibilities of the Board are as follows:
Strategy
a) Approving the strategic direction of Community First and significant corporate strategic initiatives.
b) Ensuring that the operations of Community First are being effectively managed in a manner that is properly focused on the strategic objectives as well as conforming to regulatory and ethical requirements.
c) Approving proposals for major new investments, capital expenditure and capital management initiatives as proposed by the Executive.
Performance
d) Monitoring the performance of the Executive and implementation of Community First’s strategy.
e) Monitoring financial performance against approved budget.
f) Overseeing Community First’s performance against contract funder expectations.
Finance
g) Approving Community First’s annual budget and financial statements.
h) Oversight of the Finance, Audit, Compliance & Risk Management Committee’s evaluation of auditor’s performance and ongoing independence, and review of the integrity of Community First’s financial reporting.
Risk Management
i) Reviewing and approving Community First’s key corporate policies, procedures and controls as necessary to ensure appropriate standards of accountability, risk management, corporate governance and responsibility.
j) Monitoring the effectiveness of risk management by Community First, including satisfying itself through appropriate reporting and oversight that appropriate internal control mechanisms are in place and are being implemented.
k) Assessing and determining whether to accept risks beyond the approval discretion provided to management.
l) Selecting, appointing and terminating the external auditor.
m) Maintaining an ongoing dialogue with Community First’s auditors and, where appropriate, principal regulators, to provide reasonable assurance of compliance with all regulatory requirements.
n) Considering and approving Community First’s Organisational policies.
o) Providing oversight and monitoring of Occupational Safety and Health (OS&H) issues in Community First and considering appropriate OS&H reports and information.
Environmental and Social
p) Considering the social, ethical and environmental impact of Community First’s activities, setting standards and monitoring compliance with Community First’s sustainability policies and practices.
Stakeholders
q) Oversight of stakeholder management plan and monitoring of its effectiveness.
Appointments & Compensation
r) Reviewing and approving non-executive directors’ Board and Committee fees. (Subject to Member approval)
s) Selecting, appointing and determining terms of appointment of the CEO.
t) Determining the corporate goals and objectives relevant to the remuneration of the CEO and evaluating the performance of the CEO in light of these objectives.
u) Overseeing the adequacy of managerial resources to ensure there is adequate depth of resources and the appropriate succession planning for the CEO and the Executive Management Team.
Governance
v) Reviewing and making a judgment on conflicts of interests declared by the CEO, or the Chairman, in the case of directors.
w) Completing the Annual Director Certification outlining directors’ compliance with board polices including the Board Charter, Code of Conduct, ethical guidelines and delegations.
Ethics
x) Setting the ethical tone and standards of Community First at the highest levels.
y) Establishing measurable objectives for achieving gender diversity and assessing both the objectives and progress in achieving them on an annual basis.
Confidentiality
z) Keeping confidential Board discussions, deliberations, decisions and materials which have not been publicly disclosed.
