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Corporate governance and fund rules

With no shareholders seeking dividends or returns on investment, HBF exists solely to provide continually improving services to our loyal members at ever-competitive prices.

Introduction

Our constitutional and legislative base is distinctive, assuring continuity for the benefit of our members. Our Board operates under strict regulations and guidelines and follows rigorous and professional practices normally associated with listed entities. They constantly review corporate governance practices and structures to ensure HBF adapts to the changing regulatory, political and market environment while retaining our core focus of providing affordable services for Western Australians.

The increasingly competitive market for health insurance in Western Australia has underlined the need for HBF to focus on its core health insurance business. The Board believes it is essential that HBF Health defends its position as the dominant provider and brand leader in health insurance in this state, through a combination of compelling product offerings, outstanding member service and marketing that sets HBF apart from its competitors. This is a work in progress but already this strategy has resulted in success in arresting the decline in our market share.

HBF has taken a lead role in campaigning against the latest changes in government health policy, taking every opportunity to remind the government, media commentators and others that it not only penalises those who have taken most responsibility for their healthcare, but also threatens the balance between public and private health provision which has served Australia so well.

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A Brief Background

The success of this Western Australian icon lies in the unique combination of the vision of our founding members and our ability to adapt to a modern, commercial environment. HBF was established in 1941 as the Metropolitan Hospital Benefit Fund, with the core purpose of providing affordable health services to as many Western Australians as possible. Our current structure and operations can be directly traced back to our origins as a key provider of social services prior to the introduction of universal government health cover (i.e Medicare). It was established to provide a pool of funds from contributors (or members) to cover the provision of health services at Perth's three metropolitan hospitals.

Without any government cover at the time for health services, the organisation was critical in ensuring that Western Australians were able to access quality health services. The organisation was developed not to generate profits, but to ensure the ongoing provision of affordable health services to as many people as possible. Since its inception, our Fund has grown from strength to strength, quickly becoming the leading provider of health insurance in WA. Our strong tradition of community support continues today, both in terms of legislative platform and strategic intent. Use our new interactive tool to find out more about the history of HBF.

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Our Structure

HBF is a company limited by guarantee, governed by the Corporations Act 2001.  The constitution requires that all surplus funds or profits are re-invested in the organisation and its services and are not paid or distributed to members as dividends. The constitution echoes our commitment to returning benefits to its Policy holders and underlies our special status as an organisation.

View the Constitution (pdf)

View the Governance Regulations (pdf)

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Corporate Governance

Corporate governance is the process by which HBF is directed, controlled and those in control are held to account.  Our Directors and Councillors are integral in this process. The Board has overall responsibility for corporate governance at HBF, including the responsibility to determine, review and approve policy, practices, management performance and financial operations. Directors are elected by Councillors, based on their mix of skills, corporate government experience, suitability and integrity and are subject to strict conflict of interest rules.

In addition to being obliged to comply with the Corporations Act, different companies within the group are regulated by the Private Health Insurance Administration Council, Australian Prudential Regulation Authority and, the Australian Securities and Investments Commission.

View the Corporate Governance Statement - 10/11 Annual Report

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HBF Councillors

The Councillors are the formal custodians of HBF and oversee the Board. Councillors are elected by servicing Councillors and Registered Policy holders who have been HBF members for more than 10 years. They also must be suitably qualified in line with our Constitution.  The responsibilities and functions of the Council are:

  • The election of suitable persons to the Board and if necessary, the removal of unsuitable persons from the Board;
  • Ensuring Board members are remunerated at a level appropriate to an organisation of the size, style and complexity of HBF in the context of HBF wishing to attract quality Board members;
  • To act as guardians of the Constitution of HBF, which can only be amended by a special resolution passed at a General Meeting of Councillors.

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Directors

 

Our Directors bring a wealth of corporate and financial knowledge to the organisation.

They are:

  • AM (Tony) Iannello (Chairman)
  • Rob Bransby (Managing Director)
  • Valerie Davies
  • Prof D’arcy Holman
  • Peter Wallace
  • Barry John Honey
  • Mary Woodford
  • Anne Templeman-Jones

For more details on our board members, view their profile overviews (pdf).

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Policies and Terms of Reference

Board Policies

The HBF Board has Board Process Policies in the Board Governance Policy Manual, which establish a robust structure for defining governance of the HBF and Subsidiary Boards’ own processes.

View the Board Process Policies.

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Committee Terms of Reference

The Directors execute their responsibilities directly and via participation in Board Committees. Each Committee has a charter approved by the HBF Board that details its purpose, focus, powers and authority. Charters are also approved by Subsidiary Boards where relevant. These charters are reviewed regularly for relevance. There are currently two Committees appointed by the HBF and Subsidiary Boards to deal with specific areas of responsibility, these being Audit and Risk Management and Nomination and Remuneration.

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Audit and Risk Management Committee

The role of the Audit and Risk Management Committee is to assist the HBF and Subsidiary Boards in fulfilling their responsibilities relating to financial reporting practices, accounting policies, audit and assurance, compliance with both legal and ethical requirements and the risk management framework of the Group.

View the Audit and Risk Management Terms of Reference (pdf)

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Nomination and Remuneration Committee

The Committee reviews and advises on HBF and Subsidiary Board composition (including succession planning and renewal), Director selection and removal, Board and Director performance, and Directors’ skills, training and development. The Committee also assesses and reviews the remuneration policy and its effectiveness, the appropriateness of performance based arrangements and contractual terms and remuneration arrangements for all senior executive employees.

View the Nomination and Remuneration Committee Terms of Reference (pdf)

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Fund Rules

Fund Rules

All registered health funds are required to have Fund Rules under the Private Health Insurance Act of 2007.  These Fund Rules set out the general principles and rules of membership under which each fund conducts its business.  When you take out private health insurance with HBF, you become a member of our Fund and agree to our Fund Rules. 

View our Fund Rules

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