Australian Unity Limited is a public company with a number of wholly-owned and closely-held subsidiaries carrying out the major operational business activities of the Australian Unity Group. Australian Unity Limited is not a listed shareholding company—it is a mutual company comprising some 325,000 members.
Although not a listed company, Australian Unity Limited is a major public company and the Australian Unity board supports the ASX Principles of Good Corporate Governance and Good Practice Recommendations. The board has adopted a governance charter that reflects many of these principles, as relevant to a mutual company.
Australian Unity’s business operations are extensively regulated by PHIAC (health insurance), APRA (friendly society benefit funds and life insurance) and ASIC (corporate and financial services), in addition to State regulation (retirement living services) and Commonwealth regulation (aged care) and the regulation of trade practices by the ACCC.
Board Composition and Expertise
As at 27 October 2009, there were ten directors on the Australian Unity Limited board, each with specific expertise and experience relevant to the company’s activities. The board is comprised of a majority of directors who are non-executive and judged by the board to be independent and free of material relationships that might influence their ability to act in the interests of the company and its members.
The personal qualities required of our directors are: honesty and integrity, strategic insight, capacity to relevantly question, probe and challenge, and a commitment to both the values of the company and the highest standards of corporate governance.
Each director must also possess particular skills or experience relevant to the business operations of the company. These may include specific skills, knowledge and experience in insurance, healthcare, retirement living, investment management and financial services, as well as general skills, knowledge and experience in management, legal, financial, accounting, actuarial, regulatory, human resources, marketing and commercial disciplines.
Board Role and Responsibilities
The role of the Australian Unity Limited board is to promote and protect the interests of the company and its members. It does so by strategically directing and soundly governing the company’s activities and by seeking the highest standards of ethical conduct and service from employees.
The roles and responsibilities of the board are formalised in the board charter. Some of the key matters the board has reserved for itself include:
- appointment and terms of appointment of the Group Managing Director
- approval of Group and business unit strategies
- approval of Group and business unit annual operating plans, including capital and operating budgets and the overall salaries and benefits budget
- approval of delegated authorities
- approval of financial expenditures and allocations and changes to the company’s capital structure above the Group Managing Director’s delegated limits
- approval and adoption of annual group accounts
- approval of new subsidiaries and subsidiary board members
- approval of company policies
- approval of matters reserved to the board committees by their terms of reference
- approval of any other matters that, in the opinion of the board, are necessary from time to time to maintain a high standard of corporate governance
