Corporate governance

How CBHS is governed and the composition of our Board.

A female checking accounts

Proudly not-for-profit since 1951.

We turn 70 at the beginning of 2021. Seventy years of providing the highest value health insurance will teach you a thing or two about health and loyalty. We are proud to say that after 70 years, we still exist to bring you value every day. Simply put; our loyalty is to you and your health is our priority.

THE BOARD

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

The CBHS Board has seven independent non-executive directors, who are members of CBHS. The Board has also appointed the Group CEO as an executive director. 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 27 to 37 of our 2019 Annual Report. In addition, directors’ biographies can be found on the Board of Directors  page.

Board Charter

The Board Charter specifies 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, committees 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 CPS 510, Governance Standard states that the Board must establish Audit and Risk committees.

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

  1. Asset & Liability Committee;
  2. People & Remuneration Committee.

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

 Committee Membership
Director Position Title Board Asset & Liability
Committee
Audit Committee Risk Committee People & Remuneration Committee
Peter MacCuspie Non-executive Chairman, Independent NEC     
John Matthews Non-executive Deputy Chairman, Independent NEDC    NEC
Adrian Hondros Non-executive Director, Independent   NED    NED
Marielle Latour Non-executive Director, Independent NED  NEC NEC  
Jay MacGregor Non-executive Director, Independent NED NED NED NED  
Nicolette Rubinsztein Non-executive Director, Independent  NED    NED
Fintan Thornton Non-executive Director, Independent  NED NEC NED NED  
Andrew Smith Group CEO & Executive Director  GCEOED     
Gerard Parlevliet   NDCM 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 Present Absent
Peter MacCuspie  
John Matthews  
Adrian Hondros  
Marielle Latour  
Jay MacGregor  
Nicolette Rubinsztein  
Fintan Thornton  
Andrew Smith  

Directors are encouraged to attend CBHS’ Annual General Meeting however, attendance is not mandatory. Directors who attended the 2019 CBHS Annual General Meeting were:

Constitution

View the CBHS Constitution including amendments up to and including all amendments passed at the Annual General Meeting on 7 November 2019.

Board Committee Charters

The Board has adopted Charters for each committee:

  1. Asset & Liability Committee Charter
  2. Audit Committee Charter
  3. Risk Committee Charter
  4. People & Remuneration 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 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
  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, we submit 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 2019 Public WEGA report for more information.

Senior and Executive Officers

Meet our Senior and Executive Officers.