Peoplecare will have two Director positions open for election at the 2021 Annual General Meeting as a result of our normal director rotation cycles.
Mr Peter Fitzgerald and Mr Andrew Gregory, elected directors of Peoplecare, are required to retire due to the completion of their current three-year terms at the forthcoming Annual General Meeting which will be held on 24 November 2021.
The two vacancies that occur due to the completion of Mr Fitzgerald’s and Mr Gregory’s current terms are therefore available to be filled by eligible and qualified persons. Mr Fitzgerald has advised the Board that he will stand for re-election. Mr Gregory is retiring and will not be standing for re-election, having completed his nine-year term.
The information provided below is to assist members in determining if they wish to stand for the vacant elected positions on the Peoplecare Board.
The Constitutional requirements in respect to Board composition are:
4.1 Composition of the Board
4.1.1 Subject to rule 4.1.2, the Company must have six Directors, comprising:
(a) two Elected Directors; and
(b) four Appointed Directors.
4.1.3 The Company must have a majority of Independent Directors at all times.
4.1.4 A majority of Directors must ordinarily reside in Australia.
Member Eligibility for Nomination
- To be eligible for an elected director position, you must be over the age of 18 and covered under a Peoplecare membership as at 1 August 2021. Only one person over the age of 18 per membership is eligible to be a director at any one time;
- You must not be disqualified from acting in the role as a Director;
- An employee of the Company is not eligible to be a Director;
- You must meet the requirements of the Fit and Proper Policy; and
- You must have the time to commit to the role.
The Board will assess nominations for eligibility and may reject a nomination in accordance with the Peoplecare Constitution if:
- The Board is not satisfied that the nominee is eligible to be a Director;
- The Board considers that the nominee is not qualified to be a Director and/or their skills, knowledge and experience do not satisfy a present need of the Board and/or the Company;
- The Board considers that following assessment the nominee is not fit and proper;
- The Board considers the nominee has an interest which may interfere with the exercise of his or her independent judgement (including any matter which would disqualify the nominee from being an Independent Director).
Duties and Responsibilities of a Peoplecare Director
- Assisting in the setting of the strategic direction of the company and monitoring the business plan implementation against these strategic objectives;
- Monitoring the financial position and performance of the company and recommending any necessary changes required to achieve strategic and regulatory objectives;
- Monitoring high-level non-financial organisational performance in the areas of business development, growth, information technology, and health insurance operations;
- Ensuring the significant risks faced by Peoplecare are identified and that appropriate control, monitoring and reporting mechanisms are in place;
- Contributing to the highest levels of good governance practice in accordance with the Peoplecare governance principles; and
- Ensuring the company complies with all regulatory requirements and all relevant legislation.
Qualifications and Attributes Required
The private health insurance industry is highly regulated and complex. As such, Directors need to have qualifications or experience that enables them to work within this environment. The Industry’s regulatory agency, the Australian Prudential Regulation Authority (APRA) mandates governance, prudential and risk management standards that require ongoing compliance and all directors must develop and maintain a sound understanding of these obligations.
To this end, the Board has established a set of criteria and skills that would ensure that all directors of the company would be able to carry out their responsibilities effectively.
These criteria are:
- Professional qualifications or strong skills and experience in financial management enabling the Director to address issues and to be able to readily contribute to the interrogation of financial reports prepared by management and external advisors; and/or
- Skills and experience that will enable the director to assist in the setting of the strategic direction of the company in the context of a mutual, not-for-profit environment where member focus is the overriding requirement; and/or
- Skills and experience in the area of Risk Management, including overseeing management’s implementation of the Board approved risk management framework, and working with management to establish a robust risk culture within the organisation;
- A professional understanding of the role and function of a director acquired through direct board experience;
- Commitment to the principles of mutuality;
- Completed the Company Directors Course through the Australian Institute of Company Directors (AICD); and
- Excellent communication skills where the director will quickly be able to address the issues and express opinions that will assist the development of the company.
Further information is also provided in the Director Position Description.
Any member of Peoplecare is entitled to nominate to be a member elected director, however the Board is seeking candidates meeting the above criteria, and having one or more of the following specific skills:
- Financial Risk Management
- PHI Industry.
Members wishing to be considered must provide a completed nomination form to the Company Secretary including the details of two member proposers by 5:00pm Friday 27 August 2021.
The nomination submission should include the completed Candidate Nomination Form, Conflict of Interest Declaration, Fit and Proper Declaration, and an up-to-date CV highlighting how you consider you have met the required criteria and how you would add value to the Board of Peoplecare.
Members who submit a nomination and meet the member eligibility requirements outlined above, may be invited to speak with the Board Chairperson, Mr Glenn Lennell and Nominations, Development and Remuneration Committee (NDRC) Chairperson Ms Stephannie Jonovska to discuss the candidate’s skills and experience relevant to the skills required by the Board. These meetings will occur face to face or via telephone and will be held during the period 30 August 2021 and 13 September 2021.
If you require further information regarding the nomination or election process you can contact the Company Secretary, Chris Stolk, by telephone on (02) 4224 4325 or email: email@example.com and he will personally deal with your enquiry in strict confidence.