Hearing Australia operates under the AHS Act and the Public Governance, Performance and Accountability Act 2013 (PGPA Act). Under the PGPA Act, Hearing Australia is defined as a corporate Commonwealth entity.

The Board of Hearing Australia as the accountable authority is responsible for determining the objectives, strategies and policies to be followed and to ensure that Hearing Australia performs its functions in a proper, efficient and economical manner.

Directors are appointed by the Minister in line with the AHS Act and have qualifications relevant to, or special experience or interest in, a field related to Hearing Australia’s functions. The duties of the Managing Director are as provided for under section 42 of the AHS Act to manage the authority.

The Board is also responsible for providing the Minister and the Finance Minister annually with the Corporate Plan and Financial Plan for the operation of Hearing Australia. The Financial Plan combined with the Corporate Plan will include financial targets and performance information.

Additionally the PGPA Act requires the Board to maintain financial stability, measure and assess the performance and prepare annual performance statements and an annual report. Other general duties include:

• assurance of proper use and management of public resources
• establishment and maintenance of risk and control systems
• keeping the Minister informed.

Board attendance at formal Board meetings

The Board meets on a regular basis and has a number of committees. The following table lists the number of formal meetings attended by each Board member during financial year 2018-19.

* In addition to the meetings in the table above there were a number of Board teleconferences that occurred during 2018-19.
** Mr Keogh was appointed as a Special Purpose Director for a six month term effective 1 September 2018 and was reappointed 2 April 2019 until such time as the special purpose specified in the instrument of appointment is complete.
*** Mr Terrell was appointed Managing Director 1 September 2018. Prior to this time he attended meetings as the Acting Managing Director.

The Role of the Board

The functions and powers of the authority are set out in section 8 and 9 of the AHS Act and are summarised as follows:

• to decide the objectives, strategies and policies to be followed by Hearing Australia in accordance with section 14(1)(a) of the AHS Act
• to ensure that Hearing Australia performs its functions in a proper, efficient and economical manner in accordance with section 14(1)(b) of the AHS Act
• to act in accordance with the duties of officials required by the PGPA Act which include the obligations provided for in Division 3 (Subdivision A sections 25 – 29) dealing with the general duties of officials.

In executing its functions, the Board seeks to:

• ensure that Hearing Australia complies with Commonwealth reporting requirements
• provide guidance to senior management
• ensure the long-term viability and financial position of Hearing Australia
• agree on key performance indicators (KPIs) for the measurement of Hearing Australia’s performance
• ensure an appropriate corporate governance structure is in place
• assess the performance of Hearing Australia, our management and the Board itself
• monitor developments within Hearing Australia's operating environment
• approve annual accounts, the Annual Report and other public documents.

Directors' induction

New Directors are provided with a briefing and information to ensure they understand their roles, responsibilities and key features of Hearing Australia, including its operations, policies and strategies. Ongoing Director education is provided by way of site visits and presentations.

Directors' confidentiality areement

All Directors are required to sign a confidentiality agreement on commencement with Hearing Australia. These agreements set out the obligation of Directors to not disclose confidential information obtained during the course of their duty as Directors.

Indemnity and insurance of officers

During the year, Hearing Australia paid a premium of ex GST $52,800 to insure the Directors and Officers of Hearing Australia. The liabilities insured were legal costs and other expenses that may be incurred in defending any civil or criminal proceedings brought against them in their capacity as Directors and Officers of Hearing Australia.

Board Performance Assessment

The Board performance appraisal is undertaken on an annual basis to ensure the effectiveness of operations of the Board and its Committees. This includes completion of a formal Board questionnaire based on the Australian Institute of Company Directors guidance and Board action to improve internal governance arrangements.

Conflict of interest

Directors who have a material personal interest in a matter to be considered by the Board or a Board Committee are required to make the nature of that interest known and must not be present while the matter is being considered. Details of such disclosures are recorded in the minutes of each Board meeting.

Certification

The Managing Director and the Chief Financial Officer provide written certification regarding the integrity of the controls and activities of the organisation, including assurances as to its financial condition. This assurance supports the Audit and Risk Management Committee in one of its key responsibilities: reviewing the annual financial statements, which culminates in the acceptance of the annual financial statements by the Board.

Independent professional advice

Directors have the right, with the prior agreement of the Chair, to obtain relevant independent professional advice at the expense of the organisation on any matter connected with the discharge of their responsibilities as a Director.