As a not for profit public company under the Corporations Act, CBHS is bound by high standards of governance. CBHS' Non-Executive Directors are elected by its members. The majority of Non-Executive Directors must be members of CBHS with capacity for up to two Non-Executive Directors who are non-members to be elected or appointed to the Board.
The company is governed by a Board of at least five Non-Executive Directors and not more than seven Non-Executive Directors. The CBHS Constitution allows the Board to appoint the Chief Executive as an Executive Director.
CBHS' Constitution outlines how CBHS operates, and how our Board of Directors run and manage CBHS.
CBHS’ goals as outlined in its Constitution are to provide benefits, services and facilities to our members by:
- Providing health and welfare benefits, facilities and services to members and their dependents, including for educational purposes;
- Conducting and managing Health Benefits Funds for those in the Restricted Access Group as a private health insurer under the Private Health Insurance Act; and
- Conducting any activities and businesses that support the above goals.
Only those who are part of the Restricted Access Group and are eligible to be insured under a complying health insurance policy issued by CBHS may join as a member. This means that only current and former employees, franchisees and contractors of the Commonwealth Bank Group and their eligible family members can become part of the CBHS family.
CBHS’s governance rules include the following:
- Company assets and income must be solely directed to CBHS objectives (1.3). Assets and income may not be transferred or paid to members (1.3);
- The Board has general powers to manage CBHS and to make or endorse Health Benefits Fund Rules (6.1);
- The Board can delegate any of its powers as long as it is in accordance to section 198D of the Corporations Act;
- Directors must comply with their duties as outlined in the Corporations Act and the Private Health Insurance Act. They are permitted to hold other offices as long as these are not related to CBHS’s appointed auditor or actuary roles (11);
- Directors must disclose relevant interests as outlined in section 191 of the Corporations Act (11.3); and
- Directors must keep the transactions and business of the organisation confidential where no permitted exceptions apply (11.6).