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 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.
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.
- David Lees Brown
- David Norman Carvosso
- Anthony Rhys Evans
- Michael Anthony Gurry AO
- Dr Moira Therese Watson
- Suzanne Maree Ardagh
- Steven Cole
- Jeff Dowling
- Fiona Marie Kalaf
- Richard Ira Krasnoff
- Will Moncrieff
- Peter Douglas Moore
- Wendy Newman
- Mark Anthony Paganin
- Kenneth Royce Perry
- Tri Suseno
- Anthony Crawford
- Richard England
- Helen Kurincic
- Rod Moore
- Brent Stewart
- Mary Woodford
Our Board bring a wealth of corporate and financial expertise to the organisation.
Our executive team
John Van Der Wielen - Chief Executive Officer and Managing Director
Selina Duncalf - General Manager Sales and Operations
Neil Le Febvre - General Manager Marketing
David Gollan - General Manager Technology
Pascal Kasimba - Group Governance Officer
Warren Linnell - General Manager Finance
Sasha Pendal - General Manger Commercial
Llewellyn Rogers - General Manager People and Culture
Simon Walsh - General Manager Strategy and Ventures
This Board Charter sets out the role, responsibilities, structure and processes of the Board of HBF Health Limited.
Committee Terms of Reference
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.
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
The primary objective of the Committee is to assist the Group Board and relevant subsidiary Boards in fulfilling their responsibilities
relating to risk management and internal control, compliance and insurance.
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 leadership employees.
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.