At Homes North we understand “corporate governance” to be the framework of rules, relationships systems and processes within and by which authority is exercised and controlled. It includes the mechanisms by which companies and those in control are held to account.
Our Board of Directors recognises its role in overseeing the determination and implementation of policies and processes that reflect good corporate governance. We recognise that we must continuously make improvements by considering, reviewing and testing and changing processes.
We are a registered charity under the Australian Charities and Not-for-Profits Commission Act 2012 (“ACNC”). As a public company limited by guarantee we are regulated by the Corporations Act, but as modified by the ACNC Act. We therefore recognise that the ACNC Act is the main law applicable to us in relation to corporate governance. The ACNC prescribes a set of corporate governance standards which we must meet to remain registered with the ACNC.
Standard 1: Purposes are not for profit in nature
We clearly state that the objects of our company are not for profit and are primarily to create secure, affordable and sensitively managed housing opportunities for low income households, regardless of race, creed, colour, gender or sexual orientation.
Standard 2: Accountability to members.
We have a limited number of members to whom we are accountable. Each year we call an annual meeting of members where they have opportunity to review the annual report including the audited financial statements, ask questions and raise concerns about how we are governed. Directors, senior management and the external auditor are in attendance at that meeting.
Standard 3: Compliance with Australian law
This is defined as not committing a serious offence (such as fraud) under any Australian law or breach a law that may result in a penalty of 60 penalty units (currently $10,200) or more. We comply with this standard.
Standard 4: Suitability of responsible persons
We must take reasonable steps to:
be satisfied that its responsible persons (such as board or committee members) are not disqualified from managing a corporation under the Corporations Act or disqualified from being a responsible person of a registered charity by the ACNC Commissioner, and
remove any responsible person who does not meet these requirements.
There are currently six skills-based Directors who bring with them a variety of backgrounds in financial management, risk management, strategic planning, policy development, housing services, banking, community services, business management, large-scale residential development, education and urban, regional and local government planning. Prior to acceptance of each new board member a search is conducted to check that they are not a disqualified person.
Standard 5: Duties of responsible persons
We take reasonable steps to make sure that the following duties apply to responsible persons and that they follow them:
to act with reasonable care and diligence
to act honestly and fairly in the best interests of the charity and for its charitable purposes
not to misuse our position or information gained as a responsible person
to disclose conflicts of interest
to ensure that the financial affairs of the charity are managed responsibly, and
not to allow the charity to operate while it is insolvent.
We have also voluntarily adopted the Australian Securities Exchanges’ Corporate Governance Principles and Recommendations (ASX Principles) and applied them, insofar as it is sensible and realistic to do, even though we are not a listed entity. We do this because we are a large not for profit organisation in which there is a high degree of public interest.