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Corporate Governance

CUA Board and Way of working

 

CUA is a member owned organisation. We report against the ASX Corporate Governance Principles and Guidelines to provide members with further confidence in the governance of their credit union.

Lay solid foundations for management and oversight

The Board of CUA is responsible for developing and guiding a viable, mutually owned business which lives CUA’s Purpose - members working together through life’s changes for mutual good.

The Board provides oversight and guidance to the leaders of the organisation. The Board Charter and the Board Instrument of Delegations set out the respective roles and responsibilities of the Board and the leaders of CUA, defining which matters are expressly reserved to the Board.

The Constitution of CUA outlines the process by which directors are appointed, including the way members can nominate to join the Board of the credit union. Should an election of directors be required at the Annual General Meeting (AGM), members are provided with information to assist them in making a decision.

Each year CUA evaluates the performance of the Company, the Board as a whole and each Director individually.

Structure the Board to add value

The Board of CUA is wholly independent. Each director’s experience, committee memberships, other directorships, and length of service is published on CUA’s website. The Board has established four committees to support its governance of CUA. Each committee has a Charter defining its roles and responsibilities and is comprised of independent directors. The Audit and Risk Committees are chaired by a director other than the Chairman of the Board.

The number of Board and Committee meetings, as well as the attendees at those meetings is disclosed in the Annual Report.

Act ethically and responsibly

The Board’s expectations on the culture and values of the credit union are driven by CUA’s Purpose and the Board approved Code of Conduct. The Board has adopted and adheres to a Directors’ Code of Conduct, which is based on the code developed by the Australian Institute of Company Directors and forms part of the Board Charter.

Safeguard integrity in corporate reporting &
make timely and balanced disclosure

The Executive leaders of CUA provide the Board with an annual declaration that, in their opinion, the financial records of CUA have been properly maintained and:

  • that the financial statements comply with the appropriate accounting standards;
  • give a true and fair view of the financial position and performance of CUA; and
  • that the opinion has been formed on the basis of a sound and effective system of risk management and internal control.
  • Respect the rights of security holders

    As its owners, CUA’s members can attend and vote at the AGM and access information about the governance of CUA on our website or by contacting the Company Secretary. Members have the right to opt in or out of receiving information and/or notifications about the governance and corporate life of CUA.

    Recognise and manage risk

    CUA’s Risk Management Framework follows the Three Lines of Defence model.

    The Board reviews the Risk Appetite Statement and Risk Management Strategy annually.

    The Board Risk Committee has oversight, along with the Board Remuneration Committee, of culture, and particularly the risk culture of CUA. The Purpose is ‘why’ CUA exists and the culture is the ‘way’ CUA deals with team members and other stakeholders.

    Remunerate fairly and responsibly

    The Board Remuneration Committee oversees the remuneration framework for CUA.

    Board committees

    Risk Audit Remuneration Strategy & Innovation
    Chair Deborah O'Toole Wayne Stevenson Paul Bedbrook Louise McCann
    Members Kyle Loades
    Andrew Reeves
    Wayne Stevenson
    Deborah O'Toole
    Andrew Reeves
    Nigel Ampherlaw
    Louise McCann
    Nigel Ampherlaw

CUA takes every care to ensure that its Corporate Governance Framework remains fit for purpose. However, these policies, rules, procedures and processes are not a substitute for a Board, leadership team and team members focused on ‘doing the right thing.’ Over and above Corporate Governance, CUA’s Purpose drives decision-making and behaviour consistent with the type of culture that CUA’s members expect to see from their credit union.