The Board

Composition of the Board

The Board must have at least five Directors but not more than seven Directors and may have a maximum of two Directors who are not members of CBHS.

The Board currently comprises of seven Directors, of which seven are Independent Non-Executive Directors. Of the six Independent Non-Executive Directors, one is not a member of CBHS. Additionally, the Board have appointed an Executive Director, being the Group CEO. An Executive Director position is not counted towards the minimum or maximum number of Directors.

Details of the Directors tenure, experience, qualifications, responsibilities and attendance at meetings are set out in the Directors’ Report on pages 30 to 37 of our 2016 Annual Report. In addition, Directors biographies can be found on the Board of Directors page of the website.

Board Charter

The purpose of the Board Charter is to specify how CBHS and its related bodies corporate are governed so as to promote CBHS and the interests of its members.

The Board of CBHS is responsible for the governance of CBHS. The Charter sets out:

  1. The role and responsibilities of the Board, Committee and Management;
  2. Which responsibilities are delegated to a Board Committee or to the Executive Management team;
  3. The membership and operation of the Board;
  4. A structure for determining how Board decisions are made; and
  5. Details regarding the Board’s interaction with the CBHS Group.

View the CBHS Board Charter

The Board and Board Committees

Health Insurers are governed by the Australian Prudential Regulation Authority (APRA). The Prudential Standard HPS 510, Governance Standard states that the Board must establish an Audit Committee.

In addition to this requirement, the Board has established the following Committees:

  1. Asset & Liability Committee;
  2. Audit & Risk Committee; and
  3. HR Strategy & Governance Committee.

The membership of the Board and its Committees are set out below:

  Committee Membership
Director Position Title Board Asset & Liability Committee Audit and Risk Committee HR Strategy & Governance Committee
Les Moth Non Executive Chairman, Indpendent NEC NED    
John Matthews Non Executive Deputy Chairman, Independent NEDC     NEC
Adrian Hondros   NED     NED
Marielle Latour Non Executive Director, Independent NED     NED
Peter MacCuspie Non Executive Director, Independent NED   NEC   
Jay MacGregor Non Executive Director, Independent   NED   NED   
Fintan Thornton Non Executive Director, Independent   NED  NEC NED   
Andrew Smith Group CEO & Executive Director  GCEOED  GCEOED      GCEOED 
Gerard Parlevliet      NDCM    

NEC = Non-Executive Chairman
NEDC = Non-Executive Deputy Chairman
GCEOED = Group Chief Executive Officer & Executive Director
NED =  Non-Executive Director
NDCM = Non-Director, Committee Member

Attendance at Annual General Meeting

Directors are encouraged to attend CBHS’ Annual General Meeting however, attendance is not mandatory. Directors who attended the 2016 CBHS Annual General Meeting were:

Directors Present Absent
Les Moth  
John Matthews  
Adrian Hondros   N/A 
Merielle Latour  
Peter MacCuspie  
Jay MacGregor   N/A 
Fintan Thornton  
Andrew Smith  

Constitution

View the CBHS Constitution including amendments up to and including all amendments passed at the Annual General Meeting on 3 November 2016.

Board Committee Charters

The Board has adopted Charters for each Committee:

  1. Asset & Liability Committee Charter;
  2. Audit & Risk Committee Charter; and
  3. HR Strategy & Governance Charter.

Code of Conduct & Ethics

At CBHS we aim to conduct our business according to the highest standards of honesty, integrity, respect and fairness when dealing with all of our customers and employees.

CBHS has developed an Ethics Policy which outlines acceptable principles to be applied by all staff in their day to day activities and behaviour. 

Policies

CBHS has implemented various policies and procedures to enable our employees to carry out their duties in accordance with the Company’s values. These policies include:

  1. Ethics Policy (Code of Conduct);
  2. Group Whistle-Blower Protection; and
  3. Group Workplace Health & Safety Policy.

Diversity

At CBHS, we recognise and value the individual differences of our workforce and actively promote an inclusive culture and collaborative working environment, where in line with our CARE Values, people are treated fairly and with respect.

CBHS has policies and practices in place to ensure equity for all employees.

On an annual basis, submits a report to the Workplace Gender Equity Agency (WEGA) in order to comply with the Workplace Gender Equality Act 2012.

This report confirms our ongoing commitment to workplace equality.

Rather than targeting numbers within particular groups, we make equity based decisions in all of our people practices, aiming for equal representation of males and females where appropriate.

Find the 2017 Public WEGA report for more information.

Senior and Executive Officers

Meet our Senior and Executive Officers.

Want to know more?

Download the CBHS Constitution, or contact us directly today via help@cbhs.com.au or call us on 1300 654 123.