CUA Board and Way of working

CUA is a member owned organisation. We report 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 that delivers on 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 Board Instrument of Delegations set out the respective roles and responsibilities of the Board and the leaders of CUA, in addition to defining the matters that are expressly reserved to the Board.

The Constitution of CUA outlines the process by which directors are appointed, including how a member 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 determining their voting preference.

Each year, CUA evaluates the performance of the Company, the Board as a whole, and each individual Director.

Structure the Board to add value

Each director’s experience, committee memberships, other directorships, and length of service is published on CUA’s website. The Board has established three 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 must be chaired by a director other than the Chairman of the Board.

The number of Board and Committee meetings conducted, as well as the attendees at those meetings is disclosed in CUA’s Annual Report.

Act ethically and responsibly

The Board’s expectations on the culture and values of the credit union are driven by CUA’s Purpose and the Ethics and Integrity in Practice. The Board has approved and adheres to CUA’s Everyday Expectations (formerly the Directors’ Code of Conduct).

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 based on a comprehensive 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. They can also 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, along with the Board Remuneration Committee, have oversight of culture, and particularly the risk culture of CUA. The company’s Purpose reminds us ‘why’ CUA exists and the culture is the ‘way’ CUA interacts with team members and other stakeholders.

Remunerate fairly and responsibly

The Board Remuneration Committee oversees the remuneration framework for CUA. Other key matters addressed by the Board Remuneration Committee are as follows:

  • Corporate Culture
  • Talent & Succession planning
  • Learning & Development
  • Safety Health & Wellbeing
  • Board & Director matters

Manage Business Disruption

The Board Risk Committee has oversight of the Business Continuity Plan, along with any increased risk management activities implemented as a result of local or global events - such as COVID-19. It is also responsible for managing potential disruption to business operations and establishing enhanced reporting measures to ensure the Board remains fully informed at all times.

The Board is responsible for safeguarding the governance and viability of the organization, including any re-assessment of the company’s strategic direction.

Board committees

Audit
Committee
Risk
Committee
Remuneration
Committee
Chair Wayne Stevenson Deborah O`toole Paul Bedbrook
Members Deborah O`Toole
Andrew Reeves
Kyle Loades
Andrew Reeves
Wayne Stevenson
Nigel Ampherlaw
Louise McCann

CUA takes every care to ensure that its Corporate Governance Framework remains fit for purpose. However, these policies, rules, procedures and processes are not a substitute for a Board, leadership team and team members focused on ‘doing the right thing.’ Over and above Corporate Governance, CUA’s Purpose drives decision-making and behaviour consistent with the type of culture that CUA’s members expect to see from their credit union.