Corporate governance

THE BOARD

The Board must have at least five directors but not more than seven.  It may have a maximum of three directors who are not members of CBHS.

The CBHS Board has six independent non-executive directors, who are members of CBHS. The Board has also appointed the Group CEO as an executive director. An executive director position is not counted towards the minimum or maximum number of directors.

Details of the directors’ tenure, experience, qualifications, responsibilities and attendance at meetings are set out in the Directors’ Report on pages 28 to 30 of our 2023 Annual Report. In addition, directors’ biographies can be found on the Board of Directors page.

Board Charter

The Board Charter specifies how CBHS and its related bodies corporate are governed so as to promote CBHS and the interests of its members.

The Board of CBHS is responsible for the governance of CBHS. The Charter sets out:

1. The role and responsibilities of the Board, committees and management;
2. Which responsibilities are delegated to a Board Committee or to the Executive Management team;
3. The membership and operation of the Board;
4. A structure for determining how board decisions are made; and
5. Details regarding the Board’s interaction with the CBHS Group.

View the CBHS Board Charter

The Board and Board Committees

Health Insurers are governed by the Australian Prudential Regulation Authority (APRA). The Prudential Standard CPS 510, Governance Standard states that the Board must establish Audit and Risk committees.

In addition to this requirement, the Board has established the following Committees:

1. Asset & Liability Committee;
2. People & Remuneration Committee.

The membership of the Board and its committees are set out below:

NEC = Non-executive Chair
NEDC = Non-executive Deputy Chair
GCEOED = Group Chief Executive Officer & Executive Director
NED = Non-executive Director
NDCM = Non-director, Committee Member

Attendance at Annual General Meeting

Directors are encouraged to attend CBHS’ Annual General Meeting however, attendance is not mandatory. Directors who attended the 2023 CBHS Annual General Meeting were:

Constitution

View the CBHS Constitution including amendments up to and including all amendments passed at the Annual General Meeting on 10 November 2022.

Board Committee Charters

The Board has adopted Charters for each committee:

1. CBHS Board Charter
2. Asset & Liability Committee Charter
3. Audit Committee Charter
4. Risk Committee Charter
5. People & Remuneration Committee Charter

Code of Conduct & Ethics

At CBHS we aim to conduct our business according to the highest standards of honesty, integrity, respect and fairness when dealing with all our customers and employees.

CBHS has developed an Ethics Policy which outlines acceptable principles to be applied by all staff in their day to day activities and behaviour. 

Policies

CBHS has implemented various policies and procedures to enable our employees to carry out their duties in accordance with the Company’s values. These policies include:

1. Ethics Policy (Code of Conduct)
2. Group Whistle-Blower Protection
3. Group Workplace Health & Safety Policy
4. Modern Slavery Statement

Diversity

At CBHS, we recognise and value the individual differences of our workforce and actively promote an inclusive culture and collaborative working environment, where in line with our CARE Values, people are treated fairly and with respect.

CBHS has policies and practices in place to ensure equity for all employees.

On an annual basis, we submit a report to the Workplace Gender Equity Agency (WGEA) in order to comply with the Workplace Gender Equality Act 2012.

This report confirms our ongoing commitment to workplace equality.

Rather than targeting numbers within particular groups, we make equity-based decisions in all of our people practices.

Sarah Long, Chief People & Culture Officer 

“Our ambition is for our people to reflect our members and the communities we serve. We are proud of our diverse and inclusive culture, where leaders are passionate about creating an environment where our people thrive.  

At CBHS, we don’t pay people differently based on their gender or any other demographic, such as age or cultural background. We understand that as a small company, just a few changes at all levels of an organisation can make a meaningful change towards closing the gender pay gap. 

Our pay gap is a critical data source to ensure we continue to create visibility and focus on the right areas to cultivate an inclusive environment, where equity is a given. This means we make data-informed decisions to determine our priorities and resulting actions. 

Pleasingly, this has made a significant difference to our gender pay gap, and we are making good progress.  

We’ll continue to focus on identifying specialist skills and attributes in our people to best reflect our organisational goals and culture; this has been a critical component of successfully creating a more diverse environment. 

With the ongoing commitment from our Executive Leadership Team and our Board, I am confident we will see continued positive changes in the years ahead.”

Find the latest WGEA reports below:

• 2022-23 Gender Equality Reporting
• Workplace Profile Table
• Workforce Management Statistics Table

Senior and Executive Officers

Meet our Senior and Executive Officers.