Expression of Interest – Board of Directors
In accordance with the RBHS Constitution, two Directors will retire by rotation at the 2024 AGM, namely Ms Sharon Suan and Mr Warren Wise. Both Directors will be retiring and will not be standing for re-election.
The RBHS is required to comply with the Australian Prudential Regulation Authority (APRA) Prudential Standard CPS 520 Fit and Proper. The standard requires APRA-regulated entities to determine the fitness and propriety of individuals holding positions of responsibility and those being considered for positions of responsibility (including Director candidates).
In order to comply with the APRA Fit and Proper requirements, members wishing to be considered for a position of Director are required to provide the following information as part of their nomination:
- Completed Fitness and Propriety Declaration
- Completed Conflict of Interest Declaration
- a completed Skills Matrix
- the contact details of individual(s) who can provide references in respect to character and experience; and
- a Curriculum Vitae which details relevant qualifications, professional memberships, skills and experience. A person with significant experience in dealing with regulatory agencies such as the Australian Prudential Regulation Authority (APRA) or the health sector would be highly regarded.
*For optimal experience, please download the forms to fill out.
The RBHS will engage a third-party provider to undertake validation checks of the information provided by candidates. These checks may include:
- undertaking character and experience checks by contacting the referees provided as part of the nomination process
- verifying qualifications and membership of relevant professional bodies
- performing relevant APRA and ASIC searches and police checks; and
- confirming Australian residency.
After the close of nominations, the Company Secretary (or their delegate) will contact all candidates via email to provide further details regarding the third-party who will undertake these checks.
A Board Committee will assess the information provided by candidates and consider the outcomes of the validation checks and make a recommendation to the Board as to the fitness and propriety of all nominating director candidates. Upon endorsement by the Board, all candidates will be contacted by the Company Secretary to advise of the outcome of the Fit and Proper assessment and the next steps in the election process.
To be a valid nomination, the Board Director Nomination and Consent Form must be fully completed, signed, and returned along with the information outlined above to the RBHS no later than 5pm on 6 September 2024.
If more than two nominations are received, there will be a ballot conducted prior to the 2024 AGM in which all members are entitled to vote. In the event of a ballot being required, nominees will be required to provide information about themselves in the form of a statutory declaration of no more than 100 words, which will be supplied to members as part of the ballot process.
For Members considering nominating as a Director information relating to the responsibilities of Board members, the operation of the Board, and what is required of a Board member are listed below. Board meetings are usually held in Sydney.
Eligibility for an RBHS Director Position
To be eligible for a director position:
- You must be over the age of 18
- You must not be disqualified from acting in the role as a Director
- You must not be the auditor of the RBHS or the partner, director, or employee of the auditor
- You must have the time to commit to the role[1]; and
- You must meet the majority of the required qualifications and attributes outlined below.
General Qualifications and Attributes Required of an RBHS Director
The private health insurance industry is highly regulated and complex, and this requires directors to have qualifications and/or experience that enables them to work within this environment. The industry’s regulatory agency, the Australian Prudential Regulation Authority (APRA) mandates governance, prudential and risk management standards and all directors must develop and maintain a sound understanding of these obligations.
To this end, the Board has established a set of criteria and skills to help ensure that directors of the company are able to carry out their responsibilities effectively.
The knowledge and skills required for the role include:
- Necessary competence, skills, knowledge, experience, and soundness of judgement to carry out responsibilities under the Corporations Act 2001, the Private Health Insurance Act 2007 and other relevant legislation.
- Sufficient understanding and/or experience in business financial management, enabling the Director to address issues and to be able to readily contribute to the interrogation of financial reports prepared by management and external advisors; and/or
- Skills and experience that will enable the director to assist in the setting of the strategic direction of the company in the context of a mutual, not-for-profit environment where member focus is the overriding requirement; and/or
- Skills and experience in the area of Risk Management, including overseeing management’s implementation of the Board approved risk management framework, and working with management to establish a robust risk culture within the organisation.
- A professional understanding of the role and function of a director acquired through direct board experience.
- Commitment to the principles of mutuality.
- Completed, or planning to undertake, the Company Directors Course through the Australian Institute of Company Directors (AICD); and
- Excellent communication skills where the director will quickly be able to address the issues and express opinions that will assist in the development of the RBHS.
Duties and Responsibilities of an RBHS Director
- Set the company’s strategic direction and priorities.
- Regularly scan the external operating environment to ensure the organisation’s strategic direction remains both appropriate and viable.
- Monitor organisational performance and evaluate the achievement of strategic and business plans and annual budget outcomes.
- Establish the policy framework for governing the organisation from which all operational policies and actions are developed.
- Ensure the organisation has appropriate corporate governance structures in place including standards of ethical behaviour and promoting a culture of corporate and social responsibility.
- Ensure that the organisation's assets are protected via a suitable risk management strategy.
- Assess risks facing the organisation, establishing a risk management framework and risk appetite and tolerance levels, and monitoring compliance.
- Monitor CEO and organisational compliance with the relevant federal, state and local legislation and bylaws, accounting standards, and with the organisation's own policies.
- Be clear and understand the roles, responsibilities and reporting relationships of the board and professional staff.
- Provide advice and guidance to the CEO as required.
- Attend board meetings fully prepared (no less than 60% of meetings per year). Where attendance is not possible, directors will submit an apology. If absence is likely to extend for several consecutive meetings, directors will obtain leave of absence.
- Analyse and problem solve at a strategic level and contribute to effective decision making.
- Be independent in judgement and actions and to take reasonable steps to be satisfied as to the soundness of all decisions of the Board.
- At the request of the Chair, attend meetings or participate in discussions with relevant external parties. This can include, but is not limited to, auditors, regulators, expert advisors and consultants, and members.
- Participating in at least one Board Committee as agreed with the Chair and attend no less than 60% of Committee meetings.
- Attend or participate in at least one director-related education activity annually.
- Attend the Annual General Meeting.
Further Information
If you require further information regarding the nomination process or requirements, please contact the Company Secretary, Chris Stolk, by email: CompanySecretary@myrbhs.com.au and he will address your enquiry in strict confidence.
[1] In 2024 the number of meetings is as follows: Board – 6, Strategy – 1, Audit Committee – 4, Risk Committee -4, and Nominations and Remuneration Committee – 2. Expectations are that each director would sit on at least one Committee of the Board.