Cancer Council SA is the trading name of Anti-Cancer Foundation of South Australia.
The Board of Directors of Anti-Cancer Foundation of South Australia is governed by its Constitution.
Cancer Council SA is fortunate to have a volunteer board comprised of a highly committed group of people from diverse professional backgrounds. The skills of our board members include corporate governance, medicine, health, the law, finance, community issues and business.
The role of the Board
The Board is responsible for the overall Corporate Governance of Cancer Council SA as follows:
- Oversight of Cancer Council SA including its control and accountability systems
- Setting a clear strategic direction by recognising and publishing the respective roles and responsibilities of Board and management
- Structuring the Board to add value by having an effective composition, size and commitment to adequately discharge its responsibilities and duties
- Promoting ethical and responsible decision-making and leading by example
- Safeguarding the integrity of financial reporting by having a structure to independently verify Cancer Council SA’s processes
- Making timely and balanced disclosure of all material matters concerning Cancer Council SA
- Ensuring a sound system of risk management and internal controls are in place
- Respecting the rights of stakeholders by ensuring we use funds in the best possible way to achieve our mission
- Recognising the legitimate interests of stakeholders by ensuring we are aware of stakeholders views about services we offer
- Respecting and valuing the contributions of our volunteers by acknowledging the vital role they play in meeting our objectives
- Encouraging enhanced performance by fairly reviewing and actively encouraging enhanced Board and Chief Executive effectiveness.
Delegation of Authority to Management
The Board delegates authority to management in relation to various operational functions. These authorities include expenditure, disciplinary action, recruitment of new staff other than the Chief Executive, termination of staff other than the Chief Executive, release of intellectual property, entering commercial agreements, application to funding sources, development and publication of educational and promotional materials and making public comment on Cancer Council SA’s behalf.
The following rules take precedent over specific delegations:
- There has to be a budget for the expenditure.
- Items not in the budget and that are considered material must be approved by the Board, or it must be within the overall budget limit and be approved by either the Chief Executive or the General Manager Corporate Services.
- An executive can never approve his or her own expenditure item. Items must be approved by the executive deemed to be on the next delegative level above the relevant executive.
It is important that individual Directors devote the necessary time to the Board. To this end, there is a review of the time required from a Director, and whether they are meeting this. A Director should inform the Chairperson before accepting any new Board appointments.
The size and composition of the Board are also reviewed, to ensure that these are conducive to achieving the best possible performance from Directors with the skills necessary for good stewardship of the Cancer Council SA.
It is the responsibility of the Chairman to ensure Directors contribute appropriately, and he monitors this in an informal manner at each Board and Committee meeting. If there is a matter of improvement to be raised, this will be done on either an individual or group level, as appropriate. The Chairman also reviews the effectiveness of meetings, and makes recommendations as to areas of possible improvement for future meetings where appropriate.
Immediately upon appointment, a new Director has available an induction program designed to allow them to participate fully and productively in Board decision-making. The induction program covers Cancer Council SA’s structure and goals, financial, strategic, operational and risk management positions and the role and operation of the Board committees. The Board is responsible for reviewing the effectiveness of the Director induction program.
Directors’ Continuing Education
Directors are expected to undertake continuing education both as regards the normal discharge of their formal director duties as well as the ongoing developments within Cancer Council SA and its operating environment. Directors typically attend course and seminars relevant to the effective discharge of their duties.
Cancer Council SA acknowledges the need for Directors, executives and employees to observe the highest ethical standards of corporate behaviour when undertaking Cancer Council SA business.
Cancer Council SA has adopted a Code of Conduct which outlines the principles and standards with which all Directors are expected to comply. Those major principles and standards are:
- a Director must act honestly, in good faith and in the best interests of Cancer Council SA.
- a Director has a duty to use due care and diligence in fulfilling the functions of office and exercising the powers attached to that office
- a Director must use the powers of office for a proper purpose, in the best interests of Cancer Council SA.
- a Director must recognise that the primary responsibility is to the interests of all stakeholders of Cancer Council SA
- a Director must not make improper use of information acquired as a Director
- a Director must not take improper advantage of the position of Director
- a Director must not allow personal interests, or the interests of any associated person, to conflict with the interests of Cancer Council SA
- a Director has an obligation to be independent in judgement and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board of Directors
- confidential information received by a Director in the course of the exercise of directorial duties remains the property of Cancer Council SA from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by Cancer Council SA, or the person from whom the information is provided, or is required by law
- a Director will not engage in conduct likely to bring discredit upon Cancer Council SA.
A Director has an obligation, at all times, to comply with the spirit, as well as the law and with the principles of this Code.
Cancer Council SA uses a transparent approach to setting and reviewing employee remuneration based upon independent market based information to support attracting and retaining the best people. Click here to view our policy.