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Corporate Governance

CUA is a member owned organisation. In 2016 we are reporting 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 this Annual Report.

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. The Board and Director Fit and Proper Policy outlines the process for review of director remuneration.

Board Risk Committee

  • Advise on current and future risk appetite and risk management strategy
  • Oversee and align current and future risks relative to risk appetite and capital management
  • Ensure prudential and statutory requirements for risk are met
  • Ensure risk management strategy, framework and management practices limit risks to prudent levels
  • Oversee appointment, removal, performance and objectives of the Chief Risk Officer (CRO)
  • Ensure an objective view on the internal control-
    environment of the Group

Board Audit Committee

  • Review effectiveness of financial reporting and professional accounting requirements
  • Review and endorse for Board approval the annual financial statements of CUA
  • Review and endorse for CUA Financial Planning (CUAFP) Board approval the annual financial statements of CUAFP
  • Oversee the internal and external audit functions
  • Monitor compliance with statutory reporting, other legislative requirements (including APRA & ASIC) and internal company policy

Board Remuneration Committee

  • Assist the Board in discharging its responsibilities in relation to remuneration matters under CPS 510
  • Advise on CUA’s Remuneration Framework for non-executive directors
  • Advise on CUA’s Remuneration Policy and performance-based incentive framework
  • Advise on strategic human resources and workplace health and safety policies
  • Advise on succession planning
  • Assess all persons as to their fitness and propriety per the CUA Constitution and the relevant Policy

Board Strategy & Innovation Committee

  • Monitor and provide guidance to management on major strategic issues, opportunities and initiatives
  • Evaluate and provide recommendations to the Board on major strategic issues or proposals
  • Guide management on transformation, innovation or technologically-related strategies and major projects