Peoplecare has adopted a process of excellence in governance practices and has proactively pursued ongoing improvement, including robust processes for the appointment and development of the Board of Directors.
Peoplecare complies in all respects with the governance requirements of the Private Health Insurance Administration Council, and voluntarily achieves 100% compliance with ASX Governance Principles where appropriate, even though not a listed company.
The Peoplecare Board consists of 6 non-executive independent directors with a diverse range of qualifications, skills and experience; the Board is also able to appoint up to 2 associate director positions for limited terms as required. Diverse skills and experience are required to understand collectively the risks faced by a private health insurer, its legal prudential obligations, to oversee effectively the management of the company and to contribute effectively to the board’s deliberations and processes.
The Chair of the Board is an independent non-executive director, and appointed to that position by the directors based on extensive skills and experience in governance and business management in the private health insurance industry.
The Board has an extensive Charter that sets out the roles and responsibilities of the Board, Board committees and management of the company; the charter is reviewed annually in line with the Boards calendar. The Charter includes director appointment, development, and performance management processes, and a code of conduct.
The Board has a formal process for delegation of authority through to Board Committees and the executive management of the company. The Delegations Policy and Board Committee Terms of Reference clearly stipulate the authority available to delegated persons and positions.
The Board has developed, and regularly reviews policies to allow the effective management of risk. These include the Risk Management, Investment, Confidentiality, Privacy, Delegations, Accounting, Information Technology, Capital Management, and a range of Human Resources and Customer Service policies.
Compliance monitoring is undertaken through a formal compliance register, regular internal audits, and through normal Board reporting cycles. Compliance review is a key function of the Board’s
Finance Audit & Risk Committee.
The Board undertakes Board, Board Committee, and individual director performance assessments on an annual basis, with an external independent assessment each three years.
The Board’s performance assessment includes a review of performance against the Strategic Plan and financial forecasts. The performance of the Chief Executive Officer and other senior
executives is also reviewed by the Board.
Apart from regular skill and experience assessment and annual performance reviews, the Board of Peoplecare has revised the Constitution of the company to provide for Board renewal. This is done by applying a maximum of three terms of three years for each Board position, after which the director must stand for election or appointment each year.
The purpose of this renewal position is to ensure that the Board receives an injection of new ideas and independent thinking through regular rotation.
The Board operates a Finance Audit & Risk Committee and a Nomination, Development and Remuneration Committee, and appoints other committees as required to effectively govern the company. Each Board Committee has a Terms of Reference dealing with the composition, responsibility and authority that may be delegated to the Committee.
The Finance Audit & Risk Committee has a key role to play by ensuring that the company’s risks are effectively managed in accordance with AS/ NZS ISO 31000: 2009. The Committee also covers the key financial process of the company, annual financial reporting, external audit, internal audit, and has a direct involvement in all key financial decisions made by the Board.
The Nomination, Development and Remuneration Committee oversee the composition of the Board and the skills, education and remuneration of Directors. The Committee also has responsibility for the performance and remuneration review of the CEO and other senior executives. The Board ensures that all Committees are chaired by independent directors, none of whom are the Chair of the Board.
The Board ensures that some key roles are kept independent and cost effective by utilising external appointments. Current key external roles include the internal auditor, appointed actuary and legal advisers.
The private health insurance Code of Conduct (the Code) is a self regulatory Code designed to promote enhanced standards in service to consumers through improved staff training, policy documentation, privacy and dispute resolution.
Peoplecare has been assessed as fully compliant with the standards established by the Code since its inception, and is authorised to display the Code logo to demonstrate this standard and
commitment.
