HBF is a company limited by guarantee, governed by the Corporations Act 2001. The HBF 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 HBF constitution echoes our commitment to returning benefits to policy holders and underlies our special status
as
a not-for-profit organisation.
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
responsibility for determining, reviewing and approving 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
2001, different companies within the group are regulated by the Australian Prudential Regulation Authority and the
Australian
Securities and Investments Commission.
HBF Councillors
The Councillors are the formal custodians of HBF and provide governance input to the board. Councillors are elected
by serving
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.
There are three types of councillors:
- Elected Councillors: elected by ballot of Registered Policy holders
- General Councillors: elected by General Councillors
- Board Councillors: HBF Chairman and five longest-serving directors.
Elected Council Results
In accordance with 3.5(b)(x) of the HBF Constitution and Rule 2.4.2(l) Ms Susan Milos and Ms Gail Russell have been elected as Elected Councillors of HBF.
Elected Councillors
- Anthony Evans
- Gail Russell
- Moira Watson
- David Carvosso
- Susan Milos
- Robert Naudi
General Councillors
- Kenneth Perry
- Steven Cole
- Fiona Kalaf
- Jodie Meadows
- Peter Moore
- Wendy Newman
- Brian Roche
- Stephen Jones
- Andrew Cook
- Chris Ryan
- Charlotte Dunn
Board Councillors
- Diane Smith-Gander
- Brent Stewart
- Gai McGrath
- Jennifer Seabrook
- Sami Yalavac
- Mary Anne Stephens
Registered Policy Holders
HBF is seeking nominations from members wishing to become a Registered Policy Holder and be eligible to vote in Council elections. To be eligible to become a Registered Policy Holder, you must be over 18 years old and must have been a HBF or CUA member with hospital cover for more than 10 continuous years. A Registered Policy Holder application form is available below.
Council Charter
This Council Charter sets out the role of Councillors and the responsibilities of the HBF Council.
Our board
Our Board bring a wealth of corporate and financial expertise to the organisation.
Our executive team
Dr Lachlan Henderson - Chief Executive Officer
Amy Stanley - Chief People Officer
Jarod Avila – Acting Group Executive Member Services
Sanjeev Gupta - Chief Information and Transformation Officer
Dr Daniel Heredia - Group Executive Insurance & Health Services
William Brown – Chief Risk Officer
Board Charter
This Board Charter sets out the role, responsibilities, structure and processes of the Board of HBF Health Limited.
Committee Charters
The Directors execute their responsibilities directly and by 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. There are currently three Committees appointed by the HBF and Subsidiary
Boards: Audit,
Risk and Nomination and Remuneration.
Audit Committee
The role of the Audit Committee is to assist the HBF and Subsidiary Boards in fulfilling their responsibilities
relating
to the preparation and integrity of HBF’s financial reporting, external audit, appointed actuary; and audit and
assurance
(internal audit).
Risk Committee
The primary objective of the Committee is to assist the Board and relevant subsidiary Boards in fulfilling their responsibilities relating to risk management and internal control, compliance and insurance.
People, Culture and Remuneration Committee
The Committee provides advice to the Board on the people and culture aspects of the organisation, including advice on the implementation and operation of HBF’s remuneration framework and HBF’s people and culture obligations.
Nominations 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.
Transformation Committee
The primary objective of the Committee is to assist the Group Board in fulfilling its responsibilities relating to
governance of the HBF Business Transformation Programme.
The Committee will provide advice and recommendations to the Group Board on matters referred to it and on any matters
of significance which may be referred to it by the Group Board.
Fund Rules
All registered health funds are required to have Fund Rules under the Private Health Insurance Act 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.
Ethical responsibilities
We are committed to meeting the expectations of members and staff alike when it comes to doing the right thing.