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 of which four 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 25 to 30 of our 2024 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; and
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 2024 CBHS Annual General Meeting were:

^*Retired effective 29 November 2024.

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. Asset & Liability Committee Charter
2. Audit Committee Charter
3. Risk Committee Charter
4. 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 (Group Code of Conduct Policy)
2. Group Workplace Health & Safety Policy
3. Modern Slavery Statement

Diversity

At CBHS, we recognise and value the individual differences of our workforce and actively foster an inclusive culture and collaborative working environment, where all of our people can thrive.

Through our CARE Values, policies and practices, we ensure our people are treated fairly and with respect.

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

This report confirms our ongoing commitment to workplace equality and having equity-based decisions in all of our people practices.

Sarah Long, Chief People & Culture Officer 

“We are committed to having a diverse and inclusive culture where everyone can thrive.

At CBHS, we are proud to have pay equity. We understand that as a small company, just a few changes can have a meaningful impact towards equality and closing the gender pay gap.

Our pay gap is a critical data source to ensure we continue to focus on the right areas and 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 development and 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:

• 2023-24 Gender Equality Reporting
• Workplace Profile Table
• Workforce Management Statistics Table

Executive Leadership Team

Meet our Executive Leadership Team