INVESTMENT AND FINANCE COMMITTEE CHARTER

Transcription

1 INVESTMENT AND FINANCE COMMITTEE CHARTER Mission Australia ( the Company ) was established in 1859 for public benevolent and charitable purposes. Mission Australia is a company limited by guarantee. The Company controls various entities which include Mission Australia Housing and Mission Australia Housing (Victoria) ( Housing Entities ), which when combined are known as the Mission Australia Group. The Company also acts in a trustee capacity, including as Trustee of the Sir David Martin Foundation ( SDMF ). The Investment and Finance Committee is a committee of the Mission Australia Board, the Mission Australia Housing Board and the Mission Australia Housing (Victoria) Board. CORPORATE OBJECTIVE Mission Australia is constituted to provide direct relief of poverty, sickness, suffering, distress, misfortune, disability or helplessness of people in Australia, and through the Housing Entities to reduce homelessness and to strengthen communities. In pursuing our Corporate Objective we are guided by the values of Mission Australia: Compassion, Integrity, Respect, Perseverance and Celebration. THE COMMITTEE ROLE - Investments The role of the Investment and Finance Committee (the Committee ) is to provide assistance and recommendations to the Mission Australia Board, by overseeing, monitoring and reporting on the Investment Policy and investments managed by Mission Australia. These investments include but are not limited to, Mission Australia s direct Investment Portfolio and funds held through Mission Australia s role as the trustee of the Sir David Martin Foundation (SDMF), collectively known as the MA Group Investment Portfolio. ROLE - Finance The role of the Committee is to also provide guidance and counsel to management in connection with the financing facilities of Mission Australia, including any refinancing of Mission Australia s group debt facilities or the debt facilities of the Housing Entities. The Committee will where relevant have regard to the Housing Relationship Protocol, relevant Mission Australia Policies, the SDMF Deed of Settlement and the terms of any trust pursuant to which the Company and the Housing Entities are trustee. RESPONSIBILITIES - Investments The responsibilities of the Committee are to: Investment and Finance Committee Charter 1

2 In relation to the Mission Australia Investment Policy to: a. Recommend changes to the Mission Australia Board; b. Determine a plan for the MA Group Investment Portfolio s strategic asset allocation of investible assets, including allowable variations for tactical asset allocation purposes, all within the parameters of the Investment Policy; c. Monitor and manage the implementation of the Investment Policy by Management; and d. Report to the Mission Australia Board on compliance, material changes within and other matters as required in relation to the Investment Policy. To monitor and then report to the Mission Australia Board on the performance, compliance and risk management of the MA Group Investment Portfolio; To manage and monitor material changes to the management or strategy of the MA Group Investment Portfolio within the parameters of the Investment Policy. This may include changes to the asset allocations, investment allocations or specific asset investment decisions; To nominate, appoint and terminate external investment advisers, establish external mandates and then monitor the performance of external providers; To establish, manage and monitor a risk control framework for Management and external providers to manage the MA Group Investment Portfolio; and To act as a sounding board for Management in relation to the strategy and management of the MA Group Investment Portfolio, including its integration with the Mission Australia Board s capital management strategy. any other activities that the Board or Committee may identify from time to time. Consistent with the above responsibilities, the Committee will consult as appropriate with Mission Australia s Board or where appropriate the relevant Housing Entity Board. It is not intended the Committee assume any operational responsibilities in these areas, but to ensure that Management has appropriate systems and procedures in place. RESPONSIBILITIES Finance The responsibilities of the Committee are to: To consider and provide feedback to management in connection with: a. Any financing or refinancing proposal for Mission Australia or the Housing entities to or with its financiers; and b. Management's review of proposals from financiers, interim responses to financiers and recommendations on the financiers' proposals. To brief and discuss with the Mission Australia Chairman or the Mission Australia Board as appropriate, management's recommendation on the financiers' proposals; Act as a sounding board for management in settling documents with successful financier(s). Final documents will need prior approval of the Mission Australia Board, Investment and Finance Committee Charter 2

3 and where relevant the Mission Australia Housing and Mission Australia Housing (Victoria) Boards; Discuss recommendations when submitted to the relevant Board for approval; To approve financing documentation consistent with any delegation from the Mission Australia Board or Housing Board, as relevant; and any other activities that the Board or Committee may identify from time to time. Consistent with the above responsibilities, the Committee will consult as appropriate with Mission Australia s Board or where appropriate the relevant Housing Entity Board. It is not intended the Committee assume any operational responsibilities in these areas, but to ensure that Management has appropriate systems and procedures in place. REPORTING The Committee Chairman will report a summary of each Committee meeting to the Board. All Directors will receive a copy of the minutes of Committee meetings. A Director who is not a Committee Member may request a copy of Committee papers, including attachments provided by management and external advisers. MEMBERSHIP The Committee will comprise three Mission Australia Non Executive Directors. To the extent the Committee is considering matters in relation to the Housing Entities the Committee will also include two Directors of the Housing Entities. The Chairman of the Committee will be a Director of the Mission Australia Board. All Mission Australia Directors have a standing invitation to attend each Committee meeting. Housing Entity Directors have a standing invitation to attend each Committee meeting where a matter is being considered in relation to the Housing Entities. The Mission Australia Board will appoint (and may remove) the Committee Members and the Committee Chairman, including those who are Housing Entity Directors. The CEO and CFO of Mission Australia, the Treasurer, the Executive Housing (in relation to Housing Entity matters) (or similarly described Officers) will each have a standing invitation to attend each meeting, subject to exclusion at the discretion of the Committee Chairman as may be necessary from time to time. Committee Members must disclose any material personal interest that they have in a matter that is to be considered by the Committee. Any person with a material personal interest in a matter being considered at a meeting must not be present for consideration of that matter. The Company Secretary shall be the Committee Secretary for the purposes of maintaining minutes and attending to necessary administrative matters, subject to exclusion at the discretion of the Committee Chairman as may be necessary from time to time. Investment and Finance Committee Charter 3

4 The term of service of the members of the Committee will be reviewed by the Board on a regular basis, with a view to rotating members periodically, without however, losing the continuity of experience and knowledge gained by the members of the Committee. The Committee may seek independent professional advice with the prior approval of the Chairman of the Mission Australia Board. MEETINGS The Committee: will meet six monthly. The Committee may have such additional meetings as the Committee Chairman may decide in order to fulfil its role; will meet preferably during ordinary hours of work, and meetings may be conducted by video, teleconference, in person, written resolution, circular or any combination of the above; may meet without Management present; may require the attendance of Mission Australia Group officers at meetings as appropriate; and quorum for meetings will be two Mission Australia Board Committee Members. REVIEW The Committee will review its Charter on a regular basis to keep it up to date and consistent with the Committee s authority, objectives and responsibilities. Amendments to the Charter are to be approved by the Mission Australia Board and the Housing Entity Boards. Investment and Finance Committee Charter 4

5 Housing Advisory Committee Charter 5 Evaluation Appendix