As a mutual organisation, members of Community CPS appoint the majority of directors on the Board.
There are currently eight directors and at least twelve Board meetings are held each year. For more information about each director, click on their name below.
Gary Green, Chairman
Chris Doogan, Deputy Chairman
Stephanie Chapman, Director
Barry Hanna, Director
Anne O'Donnell, Director
Fran Raymond, Director
Richard Ryan, Director
Heather Webster, Director
To enable the Board to perform all of its functions, it is necessary to have a well structured Board. Under the Community CPS Constitution, all except one of the directors must be non-executives. Except for the two directors that can be appointed by the Board, all directors are required to be members of Community CPS.
In addition to Board duties, directors serve on Community CPS Board committees and on Boards of related entities. Information about each director is provided to members each year in the Annual Report.
The Role of the Community CPS Board
Stewardship
The first role of the Board of a mutual entity is to be custodians, on behalf of the members who appointed them, to ensure that Community CPS Australia’s (Community CPS) operations, capabilities and financial value continue to be developed and are available to create value for present and future members. Secondly, the Corporations Act establishes that the Board is ultimately responsible for all matters relating to the running of Community CPS.
In general, the Board has the final responsibility for the successful operations of Community CPS. It is responsible for and has authority to determine all matters relating to the policies, practices, management and operations of Community CPS.
Specific Board Responsibilities
The Board is specifically responsible for Community CPS’:
Strategy and Policy
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Contribute to the development of, review and approve strategic plans for Community CPS
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Approve and foster the corporate culture and values and, in particular, Community CPS’ code of conduct
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Establish that appropriate policies on key issues, including exposure to risk, are in place
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Monitor Community CPS’ performance and, as necessary, trigger any actions required to change performance outcomes
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Approve major decisions and, where appropriate, make recommendations to members via the annual general meeting
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Determine whether Community CPS has adequate reporting systems and internal controls
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Establish appropriate communication structures with stakeholders.
Budgeting and Planning
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Approve the annual budget and strategic plan
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Approve other major performance goals
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Review performance against goals and, where necessary, review corrective action plans.
Regulatory Compliance
The Australian Prudential Regulation Authority (APRA) is the prudential regulator of the Australian financial services industry. Authorised Deposit-Taking Institutions (ADIs) are corporations which are authorised under the Banking Act 1959 . ADIs include banks, building societies and credit unions. All ADIs are subject to the same Prudential Standards. Under the Prudential Standards the ultimate responsibility for the sound and prudent management of Community CPS rests with the Board of directors.
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Review and, where appropriate, approve the determination of major changes in auditing and accounting principles
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Select and determine remuneration of auditors
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Through the Board Audit and Finance Committee, oversee both the internal and external audit process
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Review the reports of the Board Audit and Finance Committee
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Require that appropriate regulatory compliance systems are in place and monitor this compliance through the Board Audit and Finance Committee
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Determine that the accounts are in accordance with standards and are true and fair
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Through the Board Risk Committee monitor and manage the risks within the Community CPS Group
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Through the Board Governance Committee ensure that good corporate and Board governance exist within the Community CPS Group.
Key Personnel
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Select and, if necessary, terminate the employment of the Chief Executive Officer
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Evaluate the performance and fix the remuneration of the Chief Executive Officer
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Review succession planning for the Chief Executive Officer’s position.
Reporting to Members
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Approve the issuance of the Community CPS’ annual report to members
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Recommend the remuneration of directors to the membership
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Approve significant reports and announcements to members
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Plan the annual general meeting of members.
Directors Duties specified in the Corporations Act
The directors of Community CPS, like all company directors in Australia are bound by duties specified in the Corporations Act. The duties fall into two broad groups:
1. The duties of loyalty and good faith
A Director must:
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Act in good faith in the interests of Community CPS
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Use powers for proper purposes
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Retain discretions
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Avoid actual and potential conflicts of interest.
2. The duties of care, skill, and diligence
A Director must:
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Prevent insolvent trading
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Use skill, care and diligence of a reasonable person in like circumstances.
Fit and Proper Requirements
Community CPS, being an authorised deposit-taking institution (ADI) is subject to prudential standard APS 520: Fit and Proper Requirements. This Prudential Standard sets out the minimum requirements that Community CPS must apply in determining the fitness and propriety of individuals to hold responsible person positions. A director is defined as being a responsible person. Criteria to determine if a director or person to be appointed a director is fit and proper include:
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The skills and experience of the person
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The person’s competence
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Expulsion, exclusion, or refusal of admission to a professional or industry body
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Contravention of any regulatory requirement or professional standard relating to the management of an entity or commercial or professional activities
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Breach of fiduciary obligation or other legal or professional obligation involving trust or conflict of interest or perpetrated or participated in negligent, deceitful or otherwise discreditable business or professional practices.
In accordance with APS 520 Community CPS has implemented a Fit and Proper Policy. Community CPS takes all prudent steps to ensure that a person is not appointed to, or in the case of an existing responsible person, does not continue to hold, a responsible person position if they do not satisfy the requirements of the Fit and Proper Policy.
Other demands placed on Directors
In addition to their role on the Board, a Director of Community CPS is involved in a number of activities that include:
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Participation on one or more of the Board Committees
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Preparation for and attendance at regular and special board meetings
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Meeting with APRA representatives if required
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Participation in Board planning activities
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Representing Community CPS at industry functions
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Participating in conferences and educational activities.
