Governance Charter of Life Without Barriers (ABN )

Transcription

1 Gvernance Charter f Life Withut Barriers (ABN ) AJD\AJD\ \1

2 Cntents 1. ACKNOWLEDGEMENT OF TRADITIONAL OWNERS 4 2. FOUNDATIONS OF Intrductin LWB s Purpse and Values 5 3. GOVERNANCE FRAMEWORK Gvernance Framewrk 7 4. BOARD ROLE AND RESPONSIBILITIES The Bard s Rle Key Functins and Respnsibilities Matters Reserved fr the Bard 9 5. ROLE OF MANAGEMENT The Rle f Management The Chief Executive INDIVIDUAL DIRECTORS Directrs Duties Cnfidentiality Directr Independence Cde f Cnduct Cnflict f Interest Independent Advice Bard Prtectin BOARD COMPOSITION AND APPOINTMENT Cmpsitin Terms and Cnditins Recruitment and Appintment Prcess Letter f Appintment BOARD STRUCTURE Rle f the Chair 15 Life Withut Barriers - Gvernance Charter 2

3 8.2 Rle f the Cmpany Secretary Bard Cmmittees BOARD PROCEDURES Meeting Prcedures Participatin BOARD DEVELOPMENT, SUCCESSION AND EVALUATION Diverse, Skills and Experience Based Inductin and Develpment Evaluatin REVIEW OF THIS CHARTER SUPPORTING DOCUMENTS 20 This Gvernance Charter affirms ur cmmitment t gd gvernance and sets ut the rle, respnsibilities, structure and prcesses f the Bard f Life Withut Barriers. It is a living dcument, which will be reviewed and may be amended by the Bard t ensure we cntinue t achieve high standards f gvernance. Life Withut Barriers - Gvernance Charter 3

4 1. ACKNOWLEDGEMENT OF TRADITIONAL OWNERS Life Withut Barriers (LWB) acknwledges Abriginal and Trres Strait Islander peples as the riginal custdians f this land, and believes that they are entitled t a unique status as the first Australians. We strive t recgnise this unique status thrugh representatin n ur Bard f Directrs, ur gvernance, management, planning, plicy, practice and service delivery, prject and prgram activities and thrugh the relatinships we build. Life Withut Barriers is cmmitted t cultural cmpetency principles that ensure crss cultural accuntability. Life Withut Barriers - Gvernance Charter 4

5 2. FOUNDATIONS OF 2.1 Intrductin LWB is an Australian rganisatin prviding care and supprt t vulnerable and marginalised peple in urban, rural and remte lcatins. Incrprated n 19 September 1995, LWB initially supprted a small number f clients living with a disability. It has since grwn int a large natinal rganisatin, respnding t a wider range f needs, with ffices in every state and territry in Australia. LWB perates frm a secular base, and wrks cllabratively with gvernment, public, private and ther bdies t deliver the best pssible utcmes fr all its clients. LWB is a public cmpany limited by guarantee, has a small membership base, is registered as a charity and has deductable gift recipient (DGR) status (meaning any gifts and bequests are tax deductable). 2.2 LWB s Purpse and Values LWB s purpse is 't partner with peple t change lives fr the better' thrugh establishing and supprting meaningful and sustainable relatinships. All supprt services in LWB encurage and supprt an individual s invlvement in decisin making arund their life. Pivtal t this, is hearing ur clients vices and helping them achieve their gals. We share the respnsibility fr their jurney, encurage hpe, and believe in the expectatin f a valuable life fr children, yung peple, adults and families. LWB have a reputatin fr being prblem slvers wh fcus n getting the jb dne in an innvative, sustainable and persn-centred manner. LWB have experience and expertise in prviding targeted supprt t brad range f clients with varying supprt needs frm lw t high and cmplex. We supprt ur clients with experienced, trained staff. The Cnstitutin utlines that LWB s bjects is t: carry n business as a financially self-sufficient, nt fr prfit cmpany cmprised f Members; prvide care (including in-hme and ut-f-hme care and supprt) t,and prmte and encurage the persnal develpment f, Vulnerable Persns thereby assisting them t grw, develp and live with agency, self-determinatin, dignity, respect and acceptance in their cmmunities; research, develp, prmte, advcate and/r encurage pprtunities and activities that prvide better living cnditins and care fr Vulnerable Persns, including pprtunities in varius scial, cmmunity, sprting and emplyment activities thereby assisting them t achieve a better quality and enjyment f life; wrk with relevant entities including, but nt limited t, gvernment, semi gvernment, nngvernment, public, private and ther authrities, instrumentalities, businesses, cmpanies, individuals, charities and ther bdies r interest grups wishing t assist and prmte the interests and dignity f and pprtunities fr Vulnerable Persns; and prvide funding t ther entities fr the purpses f ne r mre f the abve bjects. Underpinning all LWB des are its cre values f: Life Withut Barriers - Gvernance Charter 5

6 Relatinships fr us, relatinships cme first Imaginatin we are imaginative in ur thinking and practice Curageus we are curageus in ur cnvictins and actins Respectful we are respectful and caring in all ur dealings Respnsiveness we are respnsive t the needs f ur clients and ther stakehlders Life Withut Barriers - Gvernance Charter 6

7 3. GOVERNANCE FRAMEWORK LWB s gverning authrity, the Bard is respnsible fr ensuring that LWB has an apprpriate gvernance structure and culture in place. This includes cmpliance (meeting statutry and regulatry bligatins) and perfrmance (staying up t date, relevant and assisting the Chief Executive t lead the Cmpany in the best pssible way). 3.1 Gvernance Framewrk This Gvernance Charter reflects the requirements f relevant legislatin and regulatin. LWB is a charity registered and regulated by the Australian Charities and Nt-fr-Prfit Cmmissin (ACNC) that assists registered charities in their dealings with the Australian Securities and Investments Cmmissin (ASIC) under the Crpratins Act 2001 (Cth) (Crpratins Act) and the Australian Tax Office (ATO). This Charter builds n the rganisatinal structure, rules and authrity t gvern set ut in LWB s Cnstitutin which takes precedence ver the Charter in the event f any incnsistency. This Charter is based n principles and ways f perating widely recgnised as gd gvernance practice acrss all sectrs including: the ACNC Standards; the Crprate Gvernance Principles and Recmmendatins f the ASX Crprate Gvernance Cuncil; the Australian Institute f Cmpany Directrs (AICD) plicies and standards; and the Gvernance Institute f Australia (GIA) plicies and standards. Life Withut Barriers - Gvernance Charter 7

8 4. BOARD ROLE AND RESPONSIBILITIES 4.1 The Bard s Rle The Bard is accuntable t all LWB stakehlders fr the prper pursuit f LWB s purpse as stated in its Cnstitutin. The Bard is respnsible fr all matters relating t the Cmpany s perfrmance, prviding strategic guidance t LWB and the versight f the Chief Executive. The Bard ensures that LWB cmplies with all f its cntractual, statutry and legal bligatins, including the requirements f relevant regulatry bdies. The Bard is ultimately accuntable fr the success r failure f the agreed strategic directin and peratins f LWB, and this includes any necessary review and update f the LWB stated purpse. 4.2 Key Functins and Respnsibilities The key areas f respnsibility f the Bard are: Strategic Directin The Bard wrks with the Chief Executive t develp and review LWB s crprate strategy. This includes active leadership in the strategic planning prcess and apprval f the Strategic Plan and perfrmance bjectives. Plicy The Bard sets, mnitrs and reviews a plicy framewrk fr LWB, apprving such majr plicies as it determines apprpriate. The Cnstitutin requires the Bard t maintain an up t date Crprate Gvernance Manual, including all relevant plicy and prcedural matters fr effective peratin, including a Cde f Cnduct. Perfrmance Mnitring The Bard has effective systems f perfrmance mnitring, auditing and reprting in place, btaining independent advice where necessary. The Bard takes actin t identify and address bth utstanding and substandard perfrmance. Financial Integrity and Accuntability The Bard apprves lnger-term financial plans, annual budgets and financial statements. It mnitrs financial perfrmance; supprts sund financial systems and appints, evaluates and remves the external auditr. Psitive utcmes fr clients The Bard wrks with the Chief Executive t develp and maintain LWB s fcus n client utcmes. The Bard ensures that systems are in place t select and adpt practices that are evidence infrmed and effective in clients achieving psitive change in their lives. Risk and Cmpliance The Bard puts plicy and systems in place t identify and manage risk, and regularly reviews LWB s risk prfile in line with the risk appetite set by the Bard. The Bard ensures LWB meets all statutry and regulatry requirements. Oversight and supprt fr management The Bard recruits, supprts and reviews the perfrmance f the Chief Executive, and maintains a successin plan t address their departure. Stakehlder Relatins The Bard ensures that LWB engages effectively with its stakehlders and that it is accuntable, transparent and pen in its reprting. Directr Perfrmance and Bard Successin - The Cmpany needs a skills based Bard. The Bard has a Directr Perfrmance and Bard Successin Plan, which is kept up t date s the Life Withut Barriers - Gvernance Charter 8

9 skills and experience required by the Bard are fund and maintained t effectively implement the Cmpany s Strategic Directin. 4.3 Matters Reserved fr the Bard The fllwing matters are reserved fr the Bard: Appintment and, where apprpriate, the remval f the Chief Executive and determinatin f the terms and cnditins f emplyment, including remuneratin; Apprval f any matters in excess f limits delegated t the Chief Executive and senir management team; The creatin and delegatin f pwers and authrity t Cmmittees f the Bard t assist its functins; Setting f any annual Membership fees; Cnsidering any new applicatins fr Membership, as well as suspending and expelling Members subject t any appeal t the Members at a general meeting; Apprvals fr: the budget and the strategic plan at least annually; key Cmpany plicies; changes t the Gvernance Charter; significant changes t the Cmpany s practices that impact n client utcmes; the appintment f the Chief Executive and the Cmpany Secretary; the acquisitin, establishment, dispsal r cessatin f any significant business f the Cmpany; majr capital prjects and related expenditure; land and building purchases and material leasers; appintment f external and internal auditrs and their respective annual audit fees; majr litigatin; any changes t delegatins made by the Bard. Life Withut Barriers - Gvernance Charter 9

10 5. ROLE OF MANAGEMENT 5.1 The Rle f Management Management f the day-t-day peratins f LWB is undertaken by the Chief Executive, supprted by the Executive management team. This peratinal management rle is undertaken within the framewrk f the brad strategic directin, plicy framewrk and Delegatins f Authrity apprved by the Bard. Any matters r transactins utside the Delegatins f Authrity must be referred t the Bard fr decisin. The Bard will ensure that the respective rles f the Bard and Chief Executive are clear, reinfrced and wrk tgether in a cmplementary and prductive fashin. 5.2 The Chief Executive The respnsibilities f the Chief Executive are set ut in the Chief Executive Psitin Descriptin, which is reviewed annually. The Chief Executive has a frmal Emplyment Agreement describing his/her term f ffice, cnditins f emplyment, duties, rights and respnsibilities, remuneratin and entitlements n terminatin. Thrugh an nging perfrmance review prcess, the Bard will regularly prvide feedback and assistance t the Chief Executive, with an annual pprtunity fr an verall assessment f perfrmance. This review will include the advice f the Remuneratin and Nminatins Cmmittee fr the previus year and will be used t determine remuneratin, and agree gals fr the fllwing year. The Bard, thrugh the Chair, prvides advice, mentring and facilitates the Chief Executive s prfessinal develpment thrughut the year. The Bard has an apprpriate successin plan in relatin t the Chief Executive rle. Life Withut Barriers - Gvernance Charter 10

11 6. INDIVIDUAL DIRECTORS The respnsibilities and expectatins f individual directrs are set ut in the Directr Psitin Descriptin and supprted by a number f plicy dcuments. 6.1 Directrs Duties Individual directrs share ultimate respnsibility fr LWB s verall success. In additin t legislative and cmmn law duties (including fiduciary duties t LWB) Directrs need t: Discharge their duties with care and diligence and accrding t the business judgement rule sectin 180 Crpratins Act; Act in gd faith and in the best interests f LWB sectin 181 Crpratins Act; Respect the cnfidentiality f all infrmatin acquired in the curse f their duties and nt use r disclse infrmatin t third parties withut authrisatin sectin 182 Crpratins Act; Nt imprperly use cmpany infrmatin btained by virtue f their directrship r frmer directrship f the cmpany t gain an advantage fr themselves r smene else, r t cause detriment t the cmpany sectin 183 f Crpratins Act Prmptly disclse perceived r actual material cnflicts f interest r related party transactins sectins Crpratins Act; Stay up t date and maintain the persnal and prfessinal respect f their peers n the Bard and the senir management team; Ensure the financial affairs f LWB are managed in a respnsible manner and nt allw LWB t perate while inslvent - Sectin 588G Crpratins Act; Ensure the practices and prgrams used by LWB are managed in a respnsible manner; Have available and devte sufficient time and capacity t discharge the rle prperly (i.e. attending meetings adequately prepared t make a useful and cnsidered cntributin); Develp business, gvernment and cmmunity netwrks and wrk t prmte the reputatin f the rganisatin; and Act as ambassadrs and have a respnsibility t prtect the best interests f LWB, when making public cmments. 6.2 Cnfidentiality Directrs bligatins in relatin t cnfidentiality are set ut in the Cnfidentiality Deed, which they sign n appintment and in the Privacy and Cnfidentiality Plicy. Directrs will keep cnfidential all Bard discussins, deliberatins and decisins which are nt publicly knwn. Cnfidential infrmatin received by Directrs in the curse f their duties remains the prperty f LWB unless that disclsure has been prperly authrised r is required by law. 6.3 Directr Independence Tw-thirds f Directrs f LWB must be independent, nn-executive members. Life Withut Barriers - Gvernance Charter 11

12 All Directrs must be able t exercise their duties unfettered by any business r ther relatinships r material persnal interest. Directrs shuld bring an independent judgement t bear n Bard decisins and questins, request infrmatin r raise any issue that is f cncern t them s as t canvass fully all aspects f an issue facing LWB. Directrs cast their vte n any reslutin accrding t their wn judgement. The Bard will regularly assess whether each Directr is sufficiently independent. 6.4 Cde f Cnduct Directrs must cmply with LWB s Cde f Cnduct and are expected t act ethically and respnsibly at all times whilst undertaking their duties. 6.5 Cnflict f Interest Directrs are required t act in accrdance with LWB s Cnflict f Interest Plicy. Cnflicts may be real r perceived invlving persnal interests r the interests f an assciate. Such cnflicts are t be declared befre any relevant Bard discussin r vte and will be recrded in the minutes f the meeting and apprpriate actin will be decided n by the Bard and taken t ensure a cnflict f interest des nt impact n Bard decisins. Directrs are required t prvide the Cmpany Secretary with infrmatin n any nging Cnflicts f Interest and these will be recrded in the Register f Interests and Register f Related Party Transactins. 6.6 Independent Advice Directrs, with the prir agreement f the Chair, may seek independent advice at the reasnable expense f LWB n any matter befre the Bard fr cnsideratin. 6.7 Bard Prtectin Whilst the Directrs will be accuntable fr carrying ut their duties under this Charter, LWB will ensure that Directrs and Officers (D&O) insurance and deeds f access, cnfidentiality and indemnity are in place and their currency is maintained. Life Withut Barriers - Gvernance Charter 12

13 7. BOARD COMPOSITION AND APPOINTMENT 7.1 Cmpsitin As set ut in the Cnstitutin, the Bard must cmprise nt less than five (5) and nt mre than nine (9) Directrs. They must be at least 18 years f age. Nt less than tw-thirds f Directrs must be Ordinary members elected as Directrs at a General Meeting f Ordinary Members. N mre than a third f Directrs may be Executive Directrs. All applicants will be cnsidered n their merits and ptential cntributin t the Bard. The Bard will aim t include peple wh have had persnal experience with the issues facing LWB s client base. 7.2 Terms and Cnditins Directrs (nt representing a Spnsr r being an Executive Directr) are elected fr a term f nt mre than three (3) years ending at the clsure f the third Annual General Meeting (AGM), prvided that at least ne third f the elected Directrs must vacate their ffice at each AGM. Spnsr and Executive Directrs are appinted fr terms, and with cnditins, as the Bard determines. Subject t reasnable prvisins fr existing Directrs wh have had lnger tenure, Directrs are able t be reappinted fr a maximum f tw additinal terms (i.e. fr a ttal perid f nt mre than nine [9] years). The Bard may appint any rdinary Member t the Bard t fill a casual vacancy. Directrs may receive fees if s determined by a general meeting f rdinary members and any apprval that may be required by the relevant state and Cmmnwealth charities legislatin. The cnditins and prcess fr the resignatin r remval f Directrs and Members are utlined in the Cnstitutin and the Crpratins Act. LWB may establish ther entities and vehicles fr pursuing its bjects. These may be jint ventures r standalne entities. These will carry ver the cre beliefs/values and general philsphy f LWB but separate terms and cnditins and Cnstitutins will be required. 7.3 Recruitment and Appintment Prcess Directrs must bring relevant skills, experience and persnal qualities that add value t the wrk f the Bard. The Bard thrugh its Remuneratin and Nminatins and Successin Cmmittee will assist the Chair in develping a capabilities matrix, prfiling the skills, persnal attributes and experience required n the Bard having regard t needs and challenges f implementing LWB s Strategic Plan, and advising n the identificatin f ptential candidates and the suitability f nminees. The Remuneratin and Nminatins Cmmittee reviews the Bard s capability against this matrix annually s the Bard has the mst effective cmpsitin n an nging basis. Nminatins fr Bard membership are assessed against the present and future skills and experience requirements f the Bard. Life Withut Barriers - Gvernance Charter 13

14 7.4 Letter f Appintment Executive Directrs will sign a usual frm f emplyment agreement with the Cmpany. Nn-executive Directrs are nt LWB emplyees and will be engaged thrugh a letter f appintment setting ut the details f the terms and cnditins f their appintment, expectatins f Directrs, fees and expenses, indemnity and D&O insurance, requirements in relatin t disclsure f interests and cnfidentiality, and inductin and directr develpment arrangements. They will be prvided with a cpy f the Cnstitutin and the Gvernance Charter and required t sign a Deed f Access, Cnfidentiality and Indemnity. Life Withut Barriers - Gvernance Charter 14

15 8. BOARD STRUCTURE The LWB Bard is made up f a tw-thirds majrity f Nn-Executive Directrs. A Chair is appinted t lead the Bard, and t facilitate its wrk, the Bard elects key ffice hlders and establishes relevant cmmittees. The Bard will invite cntributins frm independent experts; stakehlder grups r key stakehlders t cntribute t the develpment f the Bard when required. 8.1 Rle f the Chair The Bard appints ne f its members t be the Chair in accrdance with the Cnstitutin. If the Chair is absent frm a meeting, the members present must select ne f the members present t act as Chair. The rle f the Chair is t ensure that the Bard accmplishes its rle as expressed in the Cnstitutin and this Charter. Details f the rle are set ut in the Chair Psitin Descriptin, which is reviewed annually. In summary, the Chair: Prvides leadership t the Bard in supprting Directrs t make an effective cntributin, bth as individuals and by wrking tgether as an effective team; Puts in place effective Bard prcesses t carry ut Bard business e.g. Bard cmmittees, Bard meeting arrangements, fllw-up f issues; Presides ver, and facilitates, meetings t ensure cnsideratin f matters and decisins are made in an effective way; Mnitrs the perfrmance and behaviur f the Bard and addresses issues apprpriately; Manages the relatinship between the Chief Executive and the Bard; Acts as a spkespersn fr the Cmpany n gvernance and matters agreed by the Bard; and Carries ut functins specifically delegated t them by the Bard. 8.2 Rle f the Cmpany Secretary The Bard may appint ne r mre Cmpany Secretaries. Details f their rle are set ut in the Cmpany Secretary Psitin Descriptin. The Cmpany Secretary s primary respnsibility is t cnduct Bard prcesses and prcedures as well as cmpliance duties under the Crpratins Act effectively. The Cmpany Secretary is accuntable t the Bard, thrugh the Chair, n all gvernance matters. All Directrs have right f access t the Cmpany Secretary. 8.3 Bard Cmmittees The Bard recgnises the need t use the capabilities f all Directrs, and external expertise when required, t assist the Bard in acquitting its respnsibilities. The LWB Bard has delegated sme f its pwers and functins t each f the fllwing Cmmittees, and may establish thers frm time t time, t assist it t deal with matters f special imprtance. The Bard may appint client representatives t sit n a Cmmittee r Cmmittees t prvide persnal perspective and advice. Client representatives will be paid the equivalent f Cmmnwealth Gvernment rates fr meeting Life Withut Barriers - Gvernance Charter 15

16 attendance. The Bard cannt delegate its respnsibilities r pwer f delegatin. Cmmittees can be frmed frm time t time t deal with specific issues and prvide the Bard with access t expertise thrugh external engagement r therwise as required, as well as Standing Cmmittees that have an nging rle. Current Cmmittees f the Bard are: Finance and Audit The Finance and Audit Cmmittee assists the Bard in discharging its respnsibilities with respect t verseeing all aspects f financial reprting, financial management and cntrl, and internal and external audit functins. Practice The Practice Cmmittee assists the Bard in fulfilling its respnsibilities with respect t achieving psitive client utcmes including prviding advice n strategic directins in client engagement, reprting n client utcmes, imprving practice, and building a learning culture including thrugh research and develpment. Risk Management The Risk Management Cmmittee assists the Bard in relatin t its respnsibilities fr risk management strategy and systems, and the identificatin, management and cntrl f specific business, financial and ther risks. Remuneratin, Nminatin & Successin The Remuneratin, Nminatin and Successin Cmmittees prvides advice and supprt in relatin t remuneratin plicy, the Chief Executive s remuneratin and successin plan, and n Bard cmpsitin, recruitment, inductin, develpment and evaluatin. Each Cmmittee has frmal Terms f Reference that set ut their purpse, functins, authrity, membership, meeting schedule and reprting prcesses. These dcuments are apprved by the Bard and include any delegated pwers f the Cmmittee. Cmmittees are reviewed annually t assess their perfrmance, nging rle and membership. Cmmittee membership is determined by the Bard, taking int accunt the skills and experience f Directrs, the spread f wrk and the ptential fr individual develpment pprtunities. Every Bard member is required t participate in at least ne Cmmittee. Cmmittees may cntain persns utside the Bard with apprpriate skill, knwledge and experience. The Chair f each Cmmittee will reprt any matters f substance t the next Bard meeting. A cpy f all Cmmittee minutes will be prvided t the Bard fr discussin and nting. Life Withut Barriers - Gvernance Charter 16

17 9. BOARD PROCEDURES 9.1 Meeting Prcedures The Bard will put in place prcedures fr the effective cnduct f Bard business. This includes: Scheduling an apprpriate number f meetings t carry ut its functins. The LWB Bard meets at least nine times per year, with additinal sessins as required fr Strategic Planning and ther agreed functins; Organising meetings in a suitable way, face-t-face r via technlgy; Effective planning f the Bard s calendar and agendas; Ensuring timely, relevant and quality papers and infrmatin t supprt gd decisin-making; Facilitating pen, rbust and candid deliberatins f matters and sund, participatry decisinmaking; Meeting its requirements in relatin t qurum and vting prcedures; Fllwing-up matters and ut-f-sessin decisins in a timely way; and Preparing minutes and maintaining recrds f the Bard s business. 9.2 Participatin All Directrs are expected t give sufficient cmmitment t the Bard s meeting schedule, t be adequately prepared and participate fully in its deliberatins. The Chief Executive will be present at Bard meetings, with the exceptin f specific in-camera sessins scheduled by the Bard. The Chief Executive will prvide reprts as agreed with the Bard. Other key staff, may be requested t attend. The Cmpany Secretary will attend Bard meetings unless therwise determined by the Bard. Life Withut Barriers - Gvernance Charter 17

18 10. BOARD DEVELOPMENT, SUCCESSION AND EVALUATION The Bard s cmmitments and arrangements in relatin t Bard develpment, successin and evaluatin are as fllws: 10.1 Diverse, Skills and Experience Based Cllectively, Bard members will have a brad range f skills, experience and knwledge, necessary t guide the business f LWB. The Bard is cmmitted t ensuring it has diversity f backgrunds and perspectives within its membership. The Bard has develped, and will review annually, a dcumented skills prfile that identifies the desirable skills and capabilities required by the Bard as a whle, as well as the levels f skill and knwledge expected f all Directrs. It will maintain infrmatin n the expertise f current Directrs and make this infrmatin publicly available. This prfile, and regular Bard discussin f future requirements, will guide the appintment f new Directrs and the nging renewal f the Bard Inductin and Develpment New Directrs will undertake an inductin prgram t familiarise themselves with LWB s activities and its gvernance requirements. They will be prvided with relevant resurces and pprtunities t engage with management in the rganisatin. The Bard is cmmitted t its wn learning and develpment and that f individual members. All Directrs are respnsible fr undertaking sme updating r develpment activity each year, as well as participating in sme LWB arranged r funded prgrams. The Chair is respnsible fr regular discussins with individual Directrs n their nging prfessinal develpment needs, and facilitating apprpriate develpment supprt and mentring. The Bard will dedicate time annually t agree n the whle f Bard develpment activities and schedule these accrdingly Evaluatin Under the guidance f the Chair, the Bard will pursue nging gvernance imprvement. T this end, it will undertake annual evaluatins f its perfrmance. Each year the Bard will determine the scpe f such evaluatin. As apprpriate, these reviews will include bth the perfrmance f the Bard as a whle, including its Cmmittees, the Chair and individual Directrs. The Bard may engage external independent cnsultants t supprt r facilitate the prcess. The Remuneratin and Nminatin Cmmittee will assist the Bard in the implementatin f agreed recmmendatins arising frm Bard evaluatins. In line with ur cmmitment t stakehlders, the Bard will reprt n its undertaking f any Bard evaluatin in the Annual Reprt. Life Withut Barriers - Gvernance Charter 18

19 11. REVIEW OF THIS CHARTER This Charter was apprved n 20 Feb 2015, and is due fr review n r befre 19 Feb Life Withut Barriers - Gvernance Charter 19

20 12. SUPPORTING DOCUMENTS LWB s Gvernance Charter is supprted by a range f plicies, which guide the Bard s wrk. These include: LWB s Cnstitutin Plicy Risk Management Plicy Privacy and Cnfidentiality Plicy Cnflict f Interest Plicy Cde f Cnduct Deed f Access Deed f Indemnity Gvernance Plicy Statement Bard Cmmittee Terms f Reference - Finance and Audit, Risk Management, Remuneratin, Nminatin and Successin and Practice. Psitin Descriptins - Individual Directrs, Chair, Cmpany Secretary, Chief Executive. Life Withut Barriers - Gvernance Charter 20