Corporate Governance

Police & Nurses Board of Directors is responsible for the Corporate Governance of Police & Nurses Credit Society and its controlled entities. The Board of Directors manage the Society's business in accordance with legislation and the Constitution of Police & Nurses Credit Society.

To ensure the Board of Directors can fulfil its responsibilities, policies and ethical standards a Board approved Code of Conduct and Board Charter have been established. These provide a framework for ensuring internal control and business risk management processes are adequate.

Click here to download a copy of the Board Charter.

To download the Board Charter, left click your mouse on the above link to view the document in your browser, or right click and select 'save target as' to save the file to your computer.

Shareholding members have the right to vote and participate in the election of Directors to the Police & Nurses Board. Directors’ elections are run according to the following Election Voting Procedures.

The Corporate Governance responsibilities of the Board include:

• Contributing to, evaluating, approving and monitoring strategic direction and business objectives as developed by management
• Monitoring the Society's progress against agreed performance measures linked to business objectives or strategies, and comparing these with those of peers in the marketplace
• Contributing to and enhancing the reputation and image of the Society to members, the marketplace and the community at large
• Ensuring required frameworks are in place including risk management policies, capital management, internal controls, compliance and public reporting
• Accepting accountability to members and responsibility to other stakeholders in the Society

The Board's composition, meetings and conduct are determined in accordance with the Constitution of Police & Nurses Credit Society and the following:

• The Board is comprised of nine non-executive members with an appropriate range of expertise, skills and qualifications
• Each Board member maintains their own skills relevant to the business of the Society
• The Board has a process for the evaluation of its own and the individual Board member's performance
• The Board generally has a meeting each month where it conducts business as deemed necessary by it

The Directors have established a comprehensive induction program for newly elected or appointed Directors. The program assists new Directors to gain an understanding of the role of a Director of the Society and the financial environment in which it operates.

The Directors also participate in further education to ensure that, in accordance with both strategic and regulatory business, they are capable of the responsibilities of their office.

Board members are remunerated as per the Constitution of Police & Nurses Credit Society. The total remuneration for the Board is determined each year by the shareholders at the Annual General Meeting and divided amongst the Directors in such a manner as the Board determines. The total remuneration may not exceed the amount as determined at the Annual General Meeting.

The Board has established an Audit & Risk Committee to assist in the execution of its responsibilities. The Committee comprises of up to five Directors and has written Terms of Reference, which outline its role and responsibilities to enable it to assist the Board in relation to some of the following:

• The establishment and maintenance of appropriate risk management practices
• The reliability of financial information prior to inclusion in financial statements
• Providing a link between the auditors and the Board

The Committee reports to the Board after each Committee meeting.

Board members are expected to act in accordance with any Board approved Code of Conduct. The Board member who has a material pecuniary or non pecuniary interest in any matter before the Board will neither be present at the Board meeting while the matter is considered nor vote on the matter.