Corporate Governance Review: Better Practice Assessment Criteria

Better Practice Characteristic

Assessment

Criteria Met

Y/N

Actions Required to Meet Criteria

Strategy and Planning

Do the Board and management understand the importance of achieving both business profits and social outcomes for clients?

Yes (Pg.2, CGR, 2017)

Does the organisation have a Strategic Plan and is it supported by a Risk Management Plan?

Yes (Pg.6-7, CGR, 2017)

Is there appropriate involvement of the Board, senior management and staff in the development of the Strategic Plan?

Yes (Pg.8, CGR, 2017)

Are clearly definable performance measures (operational and financial) and accountabilities incorporated into the Strategic Plan?

Yes (Pg.7, CGR, 2017)

Does the organisation have systems and processes in place to monitor performance against the Strategic Plan?

Yes (Pg.10, CGR, 2017)

Does the organisation review the Strategic Plan on a regular basis?

Yes, on a yearly basis

Are there appropriate links between the Strategic Plan and planning at the Board, senior management and individual levels?

Yes, Board does in collaboration with senior management

Does the organisation develop an annual Business Plan which is linked to the Strategic Plan and outlines what it will be undertaking in the year ahead and which is endorsed and monitored by the Board?

No, the company instead makes mission and vision and works towards it.

The company should review the business plans annually and should align it with mission and vision.

Operations of the Board and Senior Management

Does the Board and each Board Member understand that, individually and collectively, that they are responsible for governing the organisation?

Yes, it shows from the responsibility statement of company

Does each Board Member know the legal governance framework under which its organisation operates?

Yes, the annual report clearly states this.

Does each Board Member have access to an up to date copy of the legislation under which the organisation is registered?

Yes (Pg.7, CGR, 2017)

Does each Board Member have an up to date version of the organisation’s Constitution or Rules?

Yes (Pg.7, CGR, 2017)

Are the roles, responsibilities and powers of the Board, Board Members and the Chairperson or President defined in a Board Charter?

Yes (Pg.4, CGR, 2017)

Is there a clear identification of the powers, roles, responsibilities and accountabilities between the Board and the Chief Executive Officer or equivalent?

Yes (Pg.4-5, CGR, 2017)

Are responsibilities clearly communicated to the Board, the Chief Executive Officer or equivalent and the organisation as a whole?

Yes (Pg.4-5, CGR, 2017)

Does the Board have collectively, a mix of appropriate skills, knowledge and experience?

Yes, the company follows the skill matrix. (Pg.5, CGR, 2017)

Are appointments made to the Board with regard to the skill requirements of the Board?

Yes (Pg.4-5, CGR, 2017)

Have steps been taken to provide the Board, management and relevant staff with training and documentation as to their role and the roles and responsibilities of the Board?

Yes (Pg.7, 2.7 Director induction, training  and continuing education, CGR, 2017)

Are there adequate induction processes in place for new Board Members?

Yes (Pg.7, 2.7 Director induction, training  and continuing education, CGR, 2017)

Are there arrangements to support ongoing professional development for Board Members?

Yes (Pg.7, 2.7 Director induction, training  and continuing education, CGR, 2017)

Is there a sound system of procedures and financial delegations in place approved by the Board?  

Yes

Does the Chairperson or President facilitate the Board working as a team?

Yes (Pg.5, CGR, 2017)

Are members of the Board able to challenge the organisation and other Board Members constructively?

No such case found

However, the composition is made in such a way that they can challenge the management.

Does the operation of the Board promote efficiency as well as control so that the Board is not involved in low level detail unless specifically required?

Yes

Does the Board spend most of its time on strategic issues facing the organisation?

No, the board also focuses on growth and development.

The board should primarily focus on strategic issues besides handling other issues

Does the Board have a clear process for discussion and decision making, with the Chairperson or President encouraging views and insights from all members?

Yes (Pg.6, CGR, 2017)

Does the Board consult with key and/or relevant stakeholders about issues before making decisions which might affect them?

Yes (Pg.13, Sustainability, CGR, 2017)

Does the Chairperson or President ensure that the Board follows clear procedures in discussing and reaching decisions which ensures that the full implications in relation to a matter are identified and considered by the Board?

Yes (Pg.7, CGR, 2017)

Does the Board have adequate processes for dealing with decision deadlocks such that decisions are reached through discussion rather than vote-taking, where possible, and dissenting views are fully explored and that there is a focus on achieving the best outcome?

No

The board should include in its report the way the issues will be resolved and results would come in a deadlock situation by an extra vote of the CEO, etc.

Does the Board monitor the implementation of its decisions on a regular basis?

Yes, it does the forward checking analysis

Is there full and transparent explanation for decisions that are made by the Board which are clearly recorded in Board Minutes?

Yes (Pg.13, CGR, 2017)

Are there processes in place governing policy development, implementation and review, and which ensures that the Board approves new policies?

Yes (Pg.12, CGR, 2017)

Does the Board have an Annual Agenda or Board Calendar which balances the need to focus on future development with monitoring current performance and conformance?

Yes (Pg.5, CGR, 2017)

Is the Annual General Meeting (AGM) on the Board Calendar?

Yes (Pg.3, CGR, 2017)

Are Board papers and Minutes circulated in sufficient time for Board Members to consider and review them before Board Meetings?

Not mentioned

This should be circulated so as to have better and informed decisions.

Does the Board meet regularly?

Yes (Pg.7, CGR, 2017)

Do all Board Members attend and participate in the majority of Board Meetings?

No

Majority of the members on board should attend it.

Do Board Members demonstrate an interest in the business of the organisation outside Board Meetings to facilitate their knowledge and understanding of the business affairs of the organisation?

No

The Board Members should do so as this will benefit the business and help to know the external impact on business

Does the Board assess its performance against agreed criteria at least once a year?

Yes to know the variance

Where the Board has identified areas for improving its operations, does it develop and monitor an action plan for their implementation?

Yes, this is done by Board (Pg.4, CGR, 2017)

Does the Chairperson or President provide mentoring and support to the Chief Executive Officer or equivalent?

Yes

Does the Chief Executive Officer or equivalent and other key managers attend Board Meetings to inform Board decision making and share information freely with the Board?

Yes (Pg.5, CGR, 2017)

Where the Chief Executive Officer or equivalent is an Executive Director, is time allowed on the agenda of Board Meetings for discussion which excludes the Chief Executive Officer or equivalent?

Yes, Andrew Penn is an exective director and is allowed a discussion

Does the organisation have an Executive Management Group or equivalent, comprising its senior managers, which meets on a regular basis?

No

There should be a management group comprising of managerial staff to discuss on significant and critical issues quarterly

Has the Chief Executive Officer or equivalent, or the Board established appropriate internal management committees or equivalent to develop strategies and policies in relation to such things as financial management and reporting, human resource management etc?

Yes (Pg.5, CGR, 2017)

Do established Board Sub-Committees and internal management committees or equivalent have documented terms of reference which clearly define their roles, responsibilities and accountabilities?

Not shown in Annual Report and corporate governance report

There should be clearly defined roles and responsibilities for comparison with actual and setting accountability.

Has the Board established an Audit and/or Risk Board Sub-Committee?

Yes (Pg.6, Appendix 4G, 2017)

Do the Chief Executive Officer or equivalent and/or the Board monitor and review the performance and value of Board Sub-Committees and internal management committees or equivalent?

Yes (Pg.4, CGR, 2017)

Does the organisation have regular staff meetings to ensure that employees are aware of current issues facing the organisation and to encourage feedback to management?

No, the same is not reported in Annual Report

The company should hold such meetings quarterly so that the lower management is kept informed.

Statutory and Contractual Compliance

Is the Board aware of the relevant statutory reporting requirements and does it have processes in place to monitor compliance?

Yes (Pg.13, Market Disclosure, CGR, 2017)

Is the Board aware of its legislative compliance obligations and does it have processes in place to monitor compliance?

Yes (Pg.13, Market Disclosure, CGR, 2017)

Has the Board approved an appropriate contract management framework for the organisation which has been developed with appropriate legal advice?

No

The company should get the same done in consultation with the legal team avoid future litigations.

Is the Board aware of its contractual compliance obligations and are processes in place to monitor compliance?

Yes (Pg.13, Market Disclosure, CGR, 2017)

Organisation Policies and Procedures

Has the Board agreed the operating policies and procedures for the organisation, covering such matters as:

Complaint handling;

Delegation of authority;

Environmental and social obligations;

Ethical behaviour;

Financial delegations;

Financial management, including financial transactions and reporting;

Tendering, contracts and procurement;

Fraud control;

Governance arrangements;

Human resource management;

Information Technology management;

Media and public relations;

Occupational Health and Safety;

Risk Management; and

Stakeholder management and relations?

No

No

No

No

No

No

No

No

No

No

No

No

No

No

The company has not stated all these procedures, the remedies, the policies when all these situations needs to be handle. The company needs to make the internal policies on all these issues so that the investor grievance and other such matters can be easily solved.

Ethical Environment

Is there a Code of Conduct outlining standards of personal behaviour and the requirements for ethical conduct on the part of all Board Members, other Officers, management and staff and which outlines the processes for dealing with these issues?

Yes (Pg.12, Our Code of Conduct and policy framework, CGR, 2017)

Are mechanisms in place to gain assurance that decision making processes are not subject to prejudice or bias?

Yes

Is there a mechanism that requires Board Members, other Officers, management and staff to declare any conflict of interest in all decision making processes?

Yes (Pg.13, CGR, 2017)

Does the organisation maintain a Register of Conflicts of Interest?

No, nothing mentioned about the same

The company should maintain same as part of listing agreement.

Risk Management

Does the organisation have risk management policies and procedures and a framework to ensure risk is considered at all levels of the organisation – strategic, operational, project and single issue levels?

Yes (Pg.5, CGR, 2017)

Does the organisation have a Risk Management Plan linked to its Strategic and Business Plans?

No

This should be there so that the strategic and business risks can be foreseen and mitigated

Does the Board regularly assess whether the risk management strategies are working effectively?

Yes

Is the Risk Management Plan reviewed regularly to ensure new and emerging risks and opportunities are identified and risk management strategies are put into place?

Yes (Pg.8, Appendix 4G, 2017)

Are there Disaster Recovery and Business Continuity Plans in place?

No

It should be in place so that the important data is not lost and business is in continuity.

Does the organisation have in place the required levels of insurance including Public Liability and Directors’ and Officers’ Liability Insurance?

Not disclosed in the Annual Report

The company must have insurance done, as the human resource is the most valuable resource of the company.

Does the organisation have appropriate plans in place to protect the physical security of its people, information and assets?

Yes

Program Reporting and Monitoring Framework

Has the Board established appropriate mechanisms and processes for ensuring that the organisation can meet obligations under funded programs including the Commonwealth Department of Families, Housing, Community Services and Indigenous Affairs on aspects such as financial and performance reporting?

No

The company should invest in this and make a separate committee for analysing this

Are there arrangements in place for management to report to the Board on progress with meeting funding conditions and achieving grant outcomes for all funding agreements?

No

The company should invest in this and make a separate committee for analysing this.

Financial Management and Reporting

Has the Chief Executive Officer or equivalent, or the Board established appropriate mechanisms and processes for budget development and financial planning for the organisation?

Yes (Pg.7, CGR, 2017)

Does budgeting documentation include operational and capital budgets for the medium to long term, and do these budgets link to the Strategic and Business Plans?

Yes (Pg.7, CGR, 2017)

Are there appropriate performance measures, financial and operational (non-financial), which enable the efficiency, effectiveness and economy of the organisation to be assessed?

Yes, mentioned in Annual Report

Does the Board receive timely financial reports on a regular basis?

Yes

Do the financial reports presented to the Board communicate relevant financial data and information efficiently and effectively?

Not mentioned in the report

The company should define the dates on which this can be done and reviewed.

Are the financial reports accrual based?

Yes, mentioned in the Notes to Accounts of Annual report

Do financial reports show, at a minimum, a comparison between year to date, budget, last year to date, and full year data and provide information on the cash position of the organisation?

Yes, Annual report, 2017

Are financial reports supported by explanations of significant variances between budget targets and actual results?

Yes, Annual Report, 2017

Are financial reports supported with appropriate financial and operational analysis – ratios, service delivery benchmarks and other performance indicators?

Yes, Annual Report, Notes on Accounts, 2017

Are accounting policies, procedures and systems in place to ensure that accounting records and derived financial statements present a true and fair view of the financial position and performance of the organisation?

Yes, disclosed in the Auditor’s Report, 2017

Are financial reports derived directly from the underlying accounting systems and is there a quality assurance process over the compilation of the reports?

Not mentioned in the Report

The company should have well equipped system for the same and accuracy too.

Do adequate accounting systems and records support financial reports?

Yes mentioned in Annual Report

Are financial reports provided to the Board in sufficient time to enable review before meetings?

Yes

Is each member of the Board made aware of their financial responsibilities as a Company Director or Committee Member?

Yes

Do members of the management team provide the Board with an appropriate briefing with the tabling of financial reports?

Yes, as before Audit Report, this is mandatory

Do the Board and management teams each include a person with appropriate financial management qualifications, expertise and experience?

Yes (Pg.5, CGR, 2017)

Does the Chief Financial Officer or equivalent have a direct reporting line to the Chief Executive Officer or equivalent?

No, the hierarchy is not disclosed

The same should  be disclosed in the Corporate Governance Report

Are the roles and responsibilities of the Chief Financial Officer or equivalent, relative to other managers, clearly defined to avoid overlap of accountabilities and responsibilities?

Yes

Is the Chief Executive Officer or equivalent responsible for the strategic and operational aspects of financial planning, management, record-keeping and financial reporting?

No

The company is correct in doing so as the CEO should only be involved in critical and significant decision making by Board

Are there appropriate controls in place to effectively manage payments made by the organisation?

Yes, segregation of duties and internal control

Has the Board appointed an independent, appropriately qualified external Auditor?

Yes mentioned in Director’s Report

Have arrangements been made for the conduct of the audit of the Annual Financial Statements?

Yes mentioned in Audit Report, 2017

Human Resource Management

Does the Board receive timely reports on human resource management issues on a monthly basis  covering such matters as:

Recruitment;

Departures;

Training and development;

Occupational Health and Safety;

Equal Employment Opportunity;

Staff complaints and harassment; and

Succession planning?

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Is there an appropriate performance management system in place for the Board, Board Members, other Officers, management and other employees that is aligned to the organisation’s Strategic Plan and includes a formal review of the performance of the Chief Executive Officer or equivalent by the Board?

Yes, this is required as per the Corporation Act, 2001 and is being practiced at Telstra

Is there appropriate succession planning in place for the Board, Chief Executive Officer or equivalent, management and other employees?

Yes

Does the organisation have appropriate policies in place relating to the recruitment, retention and disengagement of staff?

Yes, mentioned in the Human Resource Policy

Are there adequate induction processes in place for new management and staff members?

Yes (Pg.7, CGR, 2017)

Does the organisation have a strategy for ensuring that its employees have and maintain the necessary skills to achieve its key business objectives and meet its responsibilities for program delivery?

Yes (Pg.5, CGR, 2017)

Information Technology and Systems Management

Does the organisation have an appropriate Information Technology infrastructure to enable it to support its business needs and deliver key program outcomes?

Yes

Does the organisation have in place appropriate policies, strategies and mechanisms for ensuring that its Information Technology facilities and systems are secure?

Yes

Information and Knowledge Management

Does the organisation have in place appropriate policies and procedures for the keeping, accessing and disposal of records and their security?

Yes, mentioned in Annual Report

Does the organisation make available key information about its operations through a Website and other appropriate mechanisms – for example, Strategic and Business Plans, Annual Reports, policies and other relevant information?

Yes, it can be seen on the website of the company

Asset Management

Does the organisation have an Asset Management Plan?

Yes, mentioned in the Annual Report (PPE section)

Stakeholder Management

Has the organisation identified its stakeholders (for example, parents, clients, funding bodies and community organisations), their needs and the associated business risks?

Yes (Pg.11, CGR, 2017)

Has the organisation established clear channels of communication with its clients and other stakeholders?

Yes (Pg.3, CGR, 2017)

Has the organisation implemented appropriate mechanisms and processes to ensure that stakeholders are consulted and engaged in the development and implementation of policies and programs, as appropriate?

Yes (Pg.11, CGR, 2017)

Fraud Control

Does the organisation include fraud risks as part of its Risk Management Plan?

Yes (Pg.11, CGR, 2017)

Does the organisation have in place appropriate fraud prevention, detection, investigation, reporting and data collection procedures?

Yes, mentioned in Annual Report

Project Management

Does the organisation have an agreed project management framework in place?

No

The company should maintain a proper directory for the same

Are all relevant projects being undertaken in accordance with the mandated project management framework?

No

This can help to find all the past records if a central repository is maintained.

Do the Board and management monitor project planning and implementation on a regular basis?

Yes

Does the organisation provide project management training and support to its staff?

Yes