POSITION DESCRIPTION – COMPANY DIRECTOR

POSITION TITLE: /

Company Director, Yarra Community Housing Ltd.

REMUNERATION: / No remuneration apart from reimbursement of expenses incurred in fulfilling duties.
ROLE: / Attending monthly Board meetings and membership of a Board Committee – as well as participation in other meetings and events as required. Estimated at approximately 10 hours per month.
TERM OF OFFICE: / Three years with a maximum of 3 consecutive terms.
PRIMARY LOCATION: / YCH Offices in Fitzroy (Napier St) and Melbourne CBD
(660 Elizabeth St).
DATE PD ADOPTED: / October 2014
  1. BOARD VACANCIES

There are currently nine (9) YCH Directors with a maximum number of ten (10) Directors allowed by the YCH Constitution. A current Director has resigned with effect fromNovember 2014, and the Board is seeking to fill thisvacancy.

2. ORGANISATIONAL ENVIRONMENT

Yarra Community Housing Ltd (YCH) is an independent, non-profit organisation that develops and manages affordable rental housing options for low income single person households as well as families YCH is incorporated as a public company limited by guarantee, is a registered charity and is governed by a Board of Directors that includes nominees from member organisations and tenants. As a registered Affordable Housing Association, YCH is emerging from a period of significant growth. As of June 2014YCH manages 1800 units, owns $300 million in property assets, employs 85 staff and has an annual turnover of $18 million. YCH provides a full range of integrated housing services in the Northern and Western suburbs of Melbourne, and Geelong. These services include:

  • Housing Information & Referral
  • Crisis Housing
  • Transitional Housing
  • Longterm Affordable Housing
  • Specialist housing models – including Supportive Housing and Youth Foyer
  • Community and economic participation projects

3.YCH GOVERNANCE ENVIRONMENT

YCH Directors exercise their duties and responsibilities within the following key governance structures.

3.1CORPORATIONS ACT 2001

The duties and responsibilities of Company Directors to act in good faith and with due diligence and at all times in the best interests of the organisation are set out in this Act.

3.2YCH COMPANYCONSTITUTION

YCH is a public company limited by guarantee and is a registered Charity with Deductible Gift Recipient Status. The YCH Memorandum and Articles of Association provide the legal framework for the Company, sets out the powers of Directors and defines the rules and limitations under which these powers are exercised. The Constitution can only be changed with the consent of the majority (75%) of Company Members.

3.3YCH BOARD CHARTER

The role of the Board of Directors, the relationship between the Board and the Chief Executive Officer, and the relationship between the Board and the operational arm of the organisation is defined by the YCH Board Charter.

3.4YCH GOVERNANCE POLICIES

These are a set of additional and more detailed governance policies to deal with specific governance issues.

4.CURRENT BOARD STRUCTURES

4.1Board Structure

The Board structure includesa maximum of five (5) Directors elected by the Company Members, two (2) Directors elected by Individual Members and an option for the Board to co-opt 3 additional Directors, making a maximum number of 10 Directors. Each Director is elected or co-opted for a term of three (3) years with a maximum 3 consecutive terms.The Chief Executive Officer is not a Director.The Company Secretaryrole is performed by the Chief Financial Officer.

4.2Company Membership

The YCH Constitution identifies the following two categories of YCH Members.

  • Organisational Members

These are organisations who provide health and welfare services to low income households, particularly single person households, who have support needs and are homeless or at risk of homelessness. These organisations have an interest in ensuring that YCH continues to provide housing options for their client groups. Currently there are 20 organisational members. Under the constitution Organisational Members elect 5 Directors and a quorum for a General Meeting requires 5 Organisational members to be present.

  • Individual Members

YCH Governance Policy restricts Individual Membership to current YCH tenants. Currently there are approximately 70 Individual Members who are all YCH tenants. Individual Members currently elect 2 Directors.

4.3Current and Nominated Directors

NAME / OFFICE / QUALIFICATIONS / EMPLOYMENT / AREAS OF EXPERTISE AND EXPERIENCE
Jane Evans / Chair
Member Governance Committee
Appointed a Director in 2012. / Graduate Institute of Company Directors 2007,
Graduate Diploma in Business Administration 1989 / Retired from fulltime work.
Previously employed in senior executive roles with a range of industries including insurance and finance, emergency services, technology and the non-profit sector.
Board positions include, Ardoch Youth Foundation,and previously Country Fire Authority and Daisy Consortium. / Governance
Organisational Management
Executive Mentoring
Mark Daniels / Vice Chair;
Convenor Governance Committee
Appointed a Director in 2006. / Bachelor of Arts; Graduate Diploma of Education; Graduate Diploma of Urban Policy and Planning / Currently Manager of Learning and Development at Social Traders. / Social Enterprise
Social Housing Management
Jane Hunt / Nominated by Individual Members for election at AGM November 2014 / Social Entrepreneurship Program, INSEAD, 2012.
Masters in Business Leadership (Org. Change and Consulting) RMIT. Master of Arts Degree (Hons), Melbourne University.Bachelor of Arts Degree (Hons), Melbourne University. / Currently founding CEO, Fitted for Work and about to take up role as CEO Adopt Australia.
Previously senior management roles in Employment and Community Services and Strategy and Operations, Mission Australia. Management roles in HR, Research and Graduate Studies, Department of Management and Organisational Change, Melbourne University. / Leadership
Entrepreneurship in the not for profit sector
Strategy
Employment and Community Services
Pam Williams / Risk and Compliance Committee
Appointed a Director in 2013. / Bachelor of Economics (1st class Hons), Monash University 1978
Graduate, Australian Institute of Company Directors 2012 / Director Regions and Regional Strategy, Victorian Department of Health / Leadership
Social policy
Social research
Project Management
Human service program design
Strategic planning
Michael Johnston / Convenor
Finance &Audit Committee.
Appointed a Director in 2012 and resigning in November 2014 / Non executive director, listed and private companies including not for profit sector. Corporate career in finance, particularly property finance in Australia and overseas.
Executive Director of State Equity Group / Finance and Commerce
Financing property development
Chris Black / Member Governance Committee.
Appointed a Director in 2012. / Bachelor of Arts (Architecture) – 1992 (Deakin University); Master of Social Policy – 2011 (University of Melbourne) / Currently Director of Black Ink Writing & Consulting, providing social policy consulting services to government and non-government organisations.
Previously held senior positions as policy and media advisor to State and Federal Ministers.
EO for Council to Homeless Persons Australia. / Consumer participation
Homelessness policy and practice
Lou Panaccio / Member Finance and Audit Committee.
Appointed a Director in 2013. / B.Ec, C.A., M.A.I.C.D. / Employed for 10 years as a Chartered Accountant.
Then 20 years in health care provision including: Executive Chairman of Health Networks Australia PL, Chairman of Genera Biosystems Ltd and Avita Medical Ltd and NED of Sonic Healthcare Ltd. / Governance
Organisational Management Accounting
Health Services
Property Development
Vera Boston / Member Risk & Compliance Committee.
Appointed a Director in 2005 and retiring in November 2014. / Bachelor of Arts;
Diploma of Librarianship; Masters of Public Policy and Management / CEO, North Yarra Community Health. / Organisational Management
Social Policy
Richard Howard / Member Governance Committee
Appointed a Director in 1998. / Bachelor of Occupational Therapy.
Post Graduate Diploma in Health Administration. / Senior Clinician at Community Homeless Outreach Psychiatric Service, St Vincent’s Health Services / Mental Health Services
Housing Support
Peter Strack / Member Finance & Audit Committee
Appointed a Director in 2008. / Diploma of Mechanical Engineering;
Graduate Diploma of Community Development / Community Support Worker, YWCA. / Community Housing
Housing Support

4.4Meetings and Committees

Board Meetings are currently held on the 3rdThursday of every month from 5.30 – 8.30 pm. and are located at 660 Elizabeth St. Melbourne.

The current Board Committee structure is as follows:

  • Governance Committee
  • Finance and Audit Committee
  • Risk and Compliance Committee

5. LEGAL PROTECTION FOR DIRECTORS

5.1Constitution

Directors are currently indemnified through the following general indemnity clause provided at clause 51 of the company’s Constitution.

51.Indemnity

The company indemnifies:

(1)its office-bearers and directors, and

(2)its employees and agents,against any liability incurred in that capacity (other than to the company

or a related body corporate), unless the liability arises out of conduct involving a lack of good faith.

5.2Directors and Officers Liability Insurance

The Department of Human Services (DHS) provides YCH Directors with Directors and Officers Liability Insurance up to a maximum sum of $20 million.

5.3 Directors Deed of Indemnity

An additional indemnity for each YCH Director is established through a Deed indemnifying each director individually. This indemnification is subject to the limitations of the Corporations Law and the YCH Constitution. The following is a key clause from the Deed document.

Subject to clause 3, the Company indemnifies the Director against any and all Claims, except in respect of any Claim:

for which a company is or would be prohibited from indemnifying an officer pursuant to the Corporations Act, including any Excluded Liability; or

which is the result of any fraud, dishonesty, the commission of a criminal offence or breach of any director's duty owed to the Company, on the part of the Director.

6.KEY SELECTION CRITERIA

6.1CORE COMPETENCIES

All YCH Directors areexpected to demonstrate the following core competencies.

ROLE RELATED

  • Knowledge of Directors duties and responsibilities

An understanding of the legal duties and responsibilities of a Company Director as set out in the Corporations Act.

  • Strategic Thinking and Planning

The ability to analyse and problem solve at a strategic level and contribute to effective decision making.

  • Financial Literacy

The ability to read and understand YCH accounts, understand the financial reporting to the Board, the Financial KPM and the financial reporting requirements of YCH.

  • Compliance and Risk Management

Understanding of the legal and compliance environment of YCH and its compliance requirements, as

well as an appreciation of risk management policy and management.

  • People Management

Knowledge and understanding of current thinking and legislation on effective people management,employee engagement and staff remuneration.

And these PERSONAL attributes

  • Committed to YCH Values, Vision and Purpose

Practical understanding and personal commitment to the organisation’s goals.

  • Integrity

Acting honestly and ethically and putting YCH’s interests ahead of personal interests.

  • Team Player

Able to function effectively as a team member and respect agreed governance policy and processes.

  • Independent

Able, when required, to be curious and courageous, to think independently and to express an independentviewpoint.

  • Emotionally Intelligent

Ability to demonstrate selfawareness and empathy for others. Ability to work well in a group, listen carefully andbe aware of others’ emotional responses.

  • Active Contributor

A willingness to undertake the workload required to participate effectively.

6.2AREAS OF SPECIALIST SKILLS AND EXPERIENCE

The Board is seeking to fill the vacant position with a person who also has the following specific areas of experience and expertise.

  • Financial Expertise

Extensive knowledge and experience of and networks in financial structuring, capital raising or impact funding.

  • Property Development/Management

Experience in residential property development for commercial sale and or facilities/property management.

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POSITION DESCRIPTION – COMPANY DIRECTOR

ATTACHMENT 1. VISION AND PURPOSE

The following Vision and Purpose Statement is from the YCH Strategic Plan 2013-2016

OUR VISION FOR THE WORLD …

Our vision is for a world where every person has access to a safe, secure and affordable home;

a world where human rights are upheld, all people are welcomed and diversity is celebrated; a world where every person has a real opportunity to live out their hopes and dreams - regardless of income or disability; a world where the focus of society and governments is on the health and happiness of the whole person; a sustainable world that can support the hopes and dreams of future generations.

OUR CONTRIBUTION TO THIS VISION … WHAT WE WILL DO …

  • We will provide innovative services for people who have experienced homelessness and create flexible pathways into homes and communities.
  • We will develop and manage an increasing supply of housing that is affordable, sustainable, and safe; that is well designed and maintained and meets the changing needs of a diverse community.
  • We will do more than just providing affordable housing - we will create opportunities for the people who live in our housing to participate in decision making, build social connections, gain access to community resources, develop confidence and skills, discover their gifts and talents and contribute to their community.
  • We will work in partnership with others to change community attitudes and government policy and ensure that access to good quality and affordable housing is upheld as a basic human right.

ATTACHMENT 2. VALUES (WHAT WE BELIEVE)

These ‘values’are our underlying beliefs or philosophies. They are a description of the way we see the world and what is most important to us. They are the basic principles that will guide and shape the way we think and act. This includes the way we provide services to tenants, the way we treat each other within the organisation and the way we relate to the wider community. In the context of the Operational Plan these are the values that will guide our actions in implementing the Plan.

  1. FAIR AND INCLUSIVE

Treating every person equally, welcoming diversity and doing our part to create a world where everyone has a fair share of opportunities and resources.

  1. TREATING OTHERS THE WAY WE WANT TO BE TREATED

Being kind and supportive, treating every person with respect and keeping every person safe.

  1. OPEN AND HONEST

Being honest in the way we communicate, admitting our mistakes and sharing information openly.

  1. WORKING TOGETHER

Working in partnership with others to achieve our vision, always learning and making time to celebrate the journey.

  1. BEING THE CHANGE WE SEEK

Taking responsibility for our actions, leading by example and being creative, courageous and determined.

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