+ Summary of Corporate Governance changes [PDF]
Corporate governance statement
This statement outlines the main corporate governance practices that were in place
throughout the 2010/2011 financial year, unless otherwise stated, for the economic
entity's Parent Company and subsidiaries.
+ Corporate governance statement [PDF]
Board and committee charters
HCF's Boards and Committees have written charters in harmony with best corporate
governance practice.
+ HCF Board Charter [PDF]
+ HCF Audit Risk & Compliance Committee Charter [PDF]
+ HCF Remuneration Committee Charter [PDF]
+ HCF Nomination Committee Charter [PDF]
+ HCF Life Board Charter [PDF]
+ HCF Life Audit Committee's Charter [PDF]
+ HCF Life Risk & Compliance Committee Charter [PDF]
+ Manchesterunity
Unity Board Charter [PDF]
+
Manchesterunity Unity Audit Risk and Compliance Committee Charter [PDF]
Board of directors as at 1 February 2012
J. A. B. Dunlop AM
Chairman, Independent Director
Mr Dunlop was originally appointed to HCF's Board in October 1997. He
is a Director of The Children's Medical Research Institute. He was
Chairman of the Children's Hospital at Westmead from 1983 until July
2004, when the New South Wales Government dissolved all Area Health
Boards; he now serves on a number of Governance Committees of the
Sydney Children's Hospitals network. Mr Dunlop has extensive
commercial experience as the Managing Director of Edwards Dunlop and
Company Limited between 1978 and 1987, and as a Director of Health
Super Pty Ltd between 2000 and 2008. He served as Chairman of the HCF
Audit Committee from 2004 until 2009 and was elected Chairman of the
Board of HCF on 25 June 2009. Mr Dunlop was appointed a Member of the
Order of Australia in 1987 for service to the welfare of children.
R. A. Birchall
B.Com, MHA, Grad Cert Logistics, FCPA, FAICD
Independent Director - Elected
Mr Birchall joined the Board in November 2009, having been elected by
HCF contributors for a three year term. He served a previous period as
an HCF Director from 1988 to 2004. Mr Birchall has extensive experience
in the governance, management and financing of health, aged care and
disability services. He is currently a Director of Open Source Industry
Australia Limited and Calyx Group Pty Limited, a service provider in
the libraries and information services industry. Mr Birchall assists a
number of church and charitable associations as a consultant and volunteer.
S. P. Coppock
BA, LLB, MBA, LLM, MTax
Independent Director - Elected
Mr Coppock was elected to the Board in November 2007 for a three year
term. In 2010 he was reappointed to the Board for a further term of two
years. He is a lawyer specialising in taxation, commercial law and
property trust work and has worked in private, corporate and government
practice. His work in private practice took him to regional NSW,
Parramatta and Sydney. He has a strong background in community involvement
and has been a member of the South Eastern Sydney Illawarra Area Medical
Research Committee and is a local Government councillor on Willoughby
City Councillor.
He has been and is a director on not-for-profits bodies. He is currently
chairman of the Dougherty Apartments, Chatswood, a not-for profit aged
care and retirement facility. He has been a part time lecturer in
subjects ranging from occupational health and safety, business law,
legal ethics and taxation. He is a principal of a policy consultancy
that specialises in the preparation of submissions and strategic advice
on legal and economic issues in government policy for the private sector.
R. J. Goaley
PNIA, FAICD
Independent Director
Mr Goaley was appointed to the Board in January 2009. Mr Goaley had been
appointed the Chairman of Manchester Unity Australia Limited in 2007,
having been a Director since 2002, Chief Executive Officer since 1987
and General Manager since 1980. He has also served as a Director of the
Australian Health Insurance Association, Australian Friendly Societies
Association and the Australian Health Services Alliance. He has extensive
experience at executive and Board level in the provision of private
health insurance, friendly society benefits and investment products
and the provision of aged care and retirement services.
S. M. Larkin
HlthScD, MBA, MHSc, BHA, FAIM, FCHSM
Executive Director
Mr Larkin was appointed Managing Director on 10 July 2010. Mr Larkin
joined HCF as a General Manager in 1997. After serving in a number of
executive roles (Strategic Development; Benefits Management; Corporate
Ventures; and Operations) in December 2009, he was selected to be the
next Managing Director of HCF.
Prior to joining HCF, Mr Larkin was based in Singapore for four years
where he led the establishment of a chain of ambulatory medical centres
throughout Asia. Before this he worked for nine years as an executive
for a large private hospital operator in Australia and the United
States. He is a director of the Australian Health Insurance Association.
L. McIntyre
BSc (Hons) PhD MAICD
Independent Director
Lisa McIntyre was appointed to the Board in October 2011. She is a
company director and external panel member for various publically listed
and private companies including the Garvan Institute of Medical Research,
Tutoring Austalasia and the CSIRO. Prior to 2011, Lisa was a senior
partner in global strategic firm L.E.K. Consulting for 19 years and
led L.E.K.'s Asia Pacific Healthcare practice in Sydney where she
advised healthcare companies and organisations on strategy and performance
issues. Prior to 2002 she lead L.E.K.’s U.S. Biotechnology practice in
Boston with a particular focus on commercialising innovation in health
care. She holds a PhD in physical chemistry from Cambridge University,
and a BSc (1st Class Hons, Univ. Medal) from the University of Sydney.
M. E. Rummery AM
B.Univ (Hons) SCU
Independent Director
Ms Rummery was originally appointed to the Board in December 1995 by
the Health Services Association of NSW. She is a retired lawyer and
is currently a Director of Bureau of Health Information. She is a
former Director of Catholic Healthcare Ltd and former Deputy Chancellor
of Southern Cross University. She has held the following Ministerial
appointments: Co-Chair of the Rural Health Taskforce, Member of the
NSW Community and Clinicians Expert Advisory Council, Member of the NSW
Clinical Excellence Commission and for many years was Chair of the
Northern Rivers Area Health Service Board.
Mrs Rummery was made a member of the Order of Australia in 2001 for
services to health and education and has been awarded an Honorary
Doctorate by Southern Cross University.
R. J. Schneider AM
Independent Director
Mr Schneider was appointed to the Board in January 2006. He was formerly
the Chief Executive Officer of the Australian Health Insurance Association,
a post he held for 22 years concentrating on policy issues relating to
health financing and delivery. Prior to joining AHIA he was a journalist
and media administrator. He has published extensively including "Making
Medicare Better" and two books on politics.
Mr Schneider was made a Member of the Order of Australia in 2008 for his
contribution to the private health insurance industry and national health
policy development and was made a Life Member of the International Federation
of Health Plans in 2006 for services to the private health sector. For
several years he was an industry representative on the Private Health
Insurance Administration Council and the Health Insurance Advisory Committee.
L. J. Stone
ATCL
Independent Director - Elected
Mrs Stone was elected to the Board in October 1997 and re-elected for
further terms in 2000, 2003, 2006 and November 2009. She is a company
director with a strong community involvement. Mrs Stone has a long and
sustained experience with the health industry having been Chairman of
an Area Health Service Board and State President of the Health Services
Association of NSW. Currently, Mrs Stone is Chairman of Sylvanvale
Foundation (formerly, Handicapped Children's Centre NSW).
Mrs Stone continues as a Company Director of family companies involved
with property investments. She has also served previously, as a Member
of the New South Wales Legislative Assembly, as a member of the NSW
Community Welfare Appeals Tribunal and as a Local Government Councillor.
G. W. Wright
B Com, BCA (Hons) MBA, BHA, FCIS, AFCHSM, CHE, FCPA
Independent Director
Mr Wright was appointed to the Board by the Private Hospitals and
Nursing Homes Association of Australia in November 1982 and has been
reappointed by its successor, the Private Hospitals Association of
NSW Inc. Since 1985 he has been a management consultant specialising
in health and aged care management and financing issues in Australia
and overseas. He is currently the Deputy Chairman of the Hawkesbury
District Health Service and a Director of the Cancer Patients
Assistance Society of NSW. He has been Chairman/Director Continuing
Advisor to several groups operating not-for-profit hospitals and
residential aged care services in NSW and Australia.
J. Bruce Gibson
FCA, ACIS
Non-Executive Chairman
Mr Gibson has been HCF Life Chairman since 1980. He is a chartered
accountant and former principal in a firm of chartered accountants. He
is a former Chairman of The Hospitals Contribution Fund (HCF) of
Australia Limited, and former General Manager of a Sydney based firm
of share brokers. He has 49 years commercial experience including 12
years auditing listed companies.
Shaun M. Larkin
HlthScD, MBA, MHSc, BHA, FAIM, FCHSM
Executive Director
Mr Larkin was appointed Managing Director on 10 July 2010. Mr Larkin
joined HCF as a General Manager in 1997. After serving in a number of
executive roles (Strategic Development; Benefits Management; Corporate
Ventures; and Operations) in December 2009, he was selected to be the
next Managing Director of HCF.
Prior to joining HCF, Mr Larkin was based in Singapore for four years
where he led the establishment of a chain of ambulatory medical centres
throughout Asia. Before this he worked for nine years as an executive
for a large private hospital operator in Australia and the United
States. He is a director of the Australian Health Insurance Association.
John A. B. Dunlop AM
Non-Executive Director
Mr Dunlop has extensive commercial experience as the Managing Director
of Edwards Dunlop and Company Limited between 1978 and 1987, and as a
Director of Health Super Pty Ltd between 2000 and 2008. He served as
Chairman of the HCF Audit Committee from 2004 until 2009 and was elected
Chairman of the Board of HCF on 25 June 2009. Mr Dunlop was appointed a
Member of the Order of Australia in 1987 for service to the welfare of children.
Nancy S. Fox
BA (History), JD (Law), FAICD
Non-Executive Director
Ms Fox has over 25 years experience in international banking and finance. She is
Chairman of Adelaide Managed Funds and sits on the boards of ThinkSmart, APA Ethane
Limited, the Australian Theatre for Young People and Taronga Conservation Society
Australia. She is also a council member of the Treasury's Energy Security Council.
Ms Fox had a long career in banking and finance working in the US, Japan, Australia
and Asia. Her executive roles have included leading businesses in debt capital markets,
structured finance, and infrastructure funding. Prior to that she was an attorney with
Met Life in New York.
Mark J. Gallagher
BA (Macq)
Non-executive Director
Mr Gallagher is an actuary and has extensive experience in the insurance
industry. He was a member of the Executive Board and Head of Product
Management of Swiss Re Life & Health, one of the largest reinsurance
companies in the world. Prior to this he was the Chief Executive Officer
of Swiss Re Life & Health Australasia from 1997–2000. He also served as
the Chief Executive Officer of Mercantile & General Australasia from
1993–1997. His most recent full-time role was as a life risk specialist
for the Australian Prudential Regulation Authority (APRA).
Catherine M. Hallinan
BA (Honours, First Class) MBA, FFin, GAICD
Non-executive Director
Ms Hallinan has extensive expertise across the financial services
industry, spanning insurance, investments, retail, business and
institutional banking, consultancy, strategy and planning and merger
and acquisitions. Her former executive roles include General Manager,
Investment Management and Life at Zurich Australia, where she was also
an executive of the holding company and a member of the Global Life
Executive Committee and General Manager, Wealth Strategy at St George
Bank. She is also a director of a notfor-profit approved deposit
institution and assists a religious organisation as an advisor.
Richard G. Utz
FCA, FCPA, F Fin
Non-executive Director
Mr Utz is a chartered accountant and former Managing Director of
Morgan Grenfell (Aust) Securities Ltd, a former Director of Ord
Minnett Holdings Ltd, former Chairman of Emerging Leaders Investments
Ltd and a former committee member of the Sydney Stock Exchange. He has
over 48 years investment experience.
J. A. B. Dunlop AM
Chairman, Independent Director
Mr Dunlop was originally appointed to HCF's Board in October 1997. He is a
Director of The Children's Medical Research Institute. He was Chairman of the
Children's Hospital at Westmead from 1983 until July 2004, when the New South
Wales Government dissolved all Area Health Boards; he now serves on a number of
Governance Committees of the Sydney Children's Hospitals
network. Mr Dunlop has extensive commercial experience as the Managing Director
of Edwards Dunlop and Company Limited between 1978 and 1987, and as a Director of
Health Super Pty Ltd between 2000 and 2008. He served as Chairman of the HCF Audit
Committee from 2004 until 2009 and was elected Chairman of the Board of HCF on 25
June 2009. Mr Dunlop was appointed a Member of the Order of Australia in 1987 for
service to the welfare of children.
R. A. Birchall
B.Com, MHA, Grad Cert Logistics, FCPA, FAICD
Independent Director - Elected
Mr Birchall joined the Board in November 2009, having been elected by HCF
contributors for a three year term. He served a previous period as an HCF
Director from 1988 to 2004. Mr Birchall has extensive experience in the
governance, management and financing of health, aged care and disability
services. He is currently a Director of Open Source Industry Australia
Limited and Calyx Group Pty Limited, a service provider in the libraries
and information services industry. Mr Birchall assists a number of church
and charitable associations as a consultant and volunteer.
S. P. Coppock
BA, LLB, MBA, LLM, MTax
Independent Director - Elected
Mr Coppock was elected to the Board in November 2007 for a three year term.
In 2010 he was reappointed to the Board for a further term of two years.
He is a lawyer specialising in taxation, commercial law and property trust
work and has worked in private, corporate and government practice. His work
in private practice took him to regional NSW, Parramatta and Sydney. He has
a strong background in community involvement and has been a member of the
South Eastern Sydney Illawarra Area Medical Research Committee and is a local
Government councillor on Willoughby City Councillor.
He has been and is a director on not-for-profits bodies. He is currently
chairman of the Dougherty Apartments, Chatswood, a not-for profit aged care
and retirement facility. He has been a part time lecturer in subjects
ranging from occupational health and safety, business law, legal ethics
and taxation. He is a principal of a policy consultancy that specialises
in the preparation of submissions and strategic advice on legal and economic
issues in government policy for the private sector.
S. M. Larkin
HlthScD, MBA, MHSc, BHA, FAIM, FCHSE
Executive Director
Mr Larkin was appointed Managing Director on 10 July 2010. Mr Larkin joined
HCF as a General Manager in 1997. After serving in a number of executive
roles (Strategic Development; Benefits Management; Corporate Ventures; and
Operations) in December 2009, he was selected to be the next Managing
Director of HCF.
Prior to joining HCF, Mr Larkin was based in Singapore for four years where
he led the establishment of a chain of ambulatory medical centres throughout
Asia. Before this he worked for nine years as an executive for a large
private hospital operator in Australia and the United States. He is a
director of the Australian Health Insurance Association.
L. McIntyre
BSc (Hons) PhD MAICD
Independent Director
Lisa McIntyre was appointed to the Board in October 2011. She is a
company director and external panel member for various publically listed
and private companies including the Garvan Institute of Medical Research,
Tutoring Austalasia and the CSIRO. Prior to 2011, Lisa was a senior
partner in global strategic firm L.E.K. Consulting for 19 years and
led L.E.K.'s Asia Pacific Healthcare practice in Sydney where she
advised healthcare companies and organisations on strategy and performance
issues. Prior to 2002 she lead L.E.K.'s U.S. Biotechnology practice in
Boston with a particular focus on commercialising innovation in health
care. She holds a PhD in physical chemistry from Cambridge University,
and a BSc (1st Class Hons, Univ. Medal) from the University of Sydney.
M. E. Rummery AM
B.Univ (Hons) SCU
Independent Director
Ms Rummery was originally appointed to the Board in December 1995 by the
Health Services Association of NSW. She is a retired lawyer and is currently
a Director of Bureau of Health Information. She is a former Director of
Catholic Healthcare Ltd and former Deputy Chancellor of Southern Cross
University. She has held the following Ministerial appointments: Co-Chair
of the Rural Health Taskforce, Member of the NSW Community and Clinicians
Expert Advisory Council, Member of the NSW Clinical Excellence Commission
and for many years was Chair of the Northern Rivers Area Health Service Board.
Mrs Rummery was made a member of the Order of Australia in 2001 for services
to health and education and has been awarded an Honorary Doctorate by
Southern Cross University.
R. J. Schneider AM
Independent Director
Mr Schneider was appointed to the Board in January 2006. He was formerly
the Chief Executive Officer of the Australian Health Insurance Association,
a post he held for 22 years concentrating on policy issues relating to
health financing and delivery. Prior to joining AHIA he was a journalist
and media administrator. He has published extensively including "Making
Medicare Better" and two books on politics.
Mr Schneider was made a Member of the Order of Australia in 2008 for his
contribution to the private health insurance industry and national health
policy development and was made a Life Member of the International
Federation of Health Plans in 2006 for services to the private health
sector. For several years he was an industry representative on the Private
Health Insurance Administration Council and the Health Insurance Advisory
Committee.
L. J. Stone
ATCL
Independent Director - Elected
Mrs Stone was elected to the Board in October 1997 and re-elected for
further terms in 2000, 2003, 2006 and November 2009. She is a company
director with a strong community involvement. Mrs Stone has a long and
sustained experience with the health industry having been Chairman of
an Area Health Service Board and State President of the Health Services
Association of NSW. Currently, Mrs Stone is Chairman of Sylvanvale
Foundation (formerly, Handicapped Children's Centre NSW).
Mrs Stone continues as a Company Director of family companies involved
with property investments. She has also served previously, as a Member
of the New South Wales Legislative Assembly, as a member of the NSW
Community Welfare Appeals Tribunal and as a Local Government Councillor.
G. W. Wright
B Com, BCA (Hons) MBA, BHA, FCIS, AFCHSM, CHE, FCPA
Independent Director
Mr Wright was appointed to the Board by the Private Hospitals and Nursing
Homes Association of Australia in November 1982 and has been reappointed
by its successor, the Private Hospitals Association of NSW Inc. Since
1985 he has been a management consultant specialising in health and aged
care management and financing issues in Australia and overseas. He is
currently the Deputy Chairman of the Hawkesbury District Health Service
and a Director of the Cancer Patients Assistance Society of NSW. He has
been Chairman/Director Continuing Advisor to several groups operating
not-for-profit hospitals and residential aged care services in NSW and
Australia.
I. M. McDonald
FCA
Company Secretary
Mr McDonald was appointed company secretary of HCF and its subsidiaries on 1 September
2006. Prior to this appointment he was HCF's General Manager Finance from October
1995 to August 2006 and Chief Internal Auditor from September 1991 to October 1995.
Prior to joining the company Mr McDonald had extensive experience as a partner in
a 'Big 6' accounting firm, in providing assurance services, financial and taxation
consulting to large and medium sized public and private companies and businesses.
He has been a chartered accountant for over 36 years.
