Corporate
Governance
Statement
The Scope Group refers to Scope (Aust) Ltd and its subsidiaries and associated entities (Home@Scope Pty Ltd, Disability Services Australia Ltd, DSA Mentoring Services Ltd and Macquarie Employment Training Service Ltd).
This statement outlines the current corporate governance practices within Scope Group. The information in this Corporate Governance Statement is current as at June 2023.
The Scope Board maintains a detailed Corporate Governance Framework that includes a Constitution, Policies, Procedures, Charters, Delegations of Authority, Budgets, Corporate Governance Reporting Calendar and processes. This Corporate Governance Framework is reviewed annually by relevant Committees and Board.
Scope’s Corporate Governance Framework and practices comply with the Corporations Act 2001 (Cth), the Australian Charities and Not-for-Profits Commission Act 2012 (Cth) the Australian Charities and Not-for-Profits Commission Regulation 2013 (Cth), and other relevant legislation. In performing its role, the Board aspires to best practice governance standards and endorses the Australian Institute of Company Directors Not-for-Profit Governance Principles and meets the Australian Charities and Not-for-Profits Commission Governance Standards.
The role of the Board is to set the strategic direction for Scope, across all Scope Group entities including subsidiaries, with regard to Scope’s Purpose, Vision and Values. The Board guides and supports the organisation to deliver on its strategic initiatives, through strong governance and agile decision-making. The Board appoints the Chief Executive Officer and Company Secretary. The Chief Executive Officer is responsible for executing Scope’s strategic plan and the day-to-day management of the organisation and its people, in line with Scope’s Delegations of Authority. The Company Secretary manages corporate governance and statutory and compliance obligations, supporting the effectiveness of the Board and its Committees.
The Board consists of Elected and Appointed Directors. Elected Directors are nominated by Scope members and Appointed Directors are nominated by the Board of Directors. Directors must meet the eligibility requirements under the Constitution, which includes being a Governing Member of the organisation. Directors serve three-year terms before being eligible for re-election or re-appointment. The maximum term for a Scope Director to serve on the Board is nine years.
The Board meets eight times a year, with meetings scheduled against an annual Corporate Governance Reporting Calendar. All Scope Group Board, Board Committee and subsidiary Board meetings are duly convened and quorate. The number of meetings held in 2022 – 2023, and the attendance of Directors and Committee members at those meetings, are detailed in Scope Group’s Financial Report.
Scope Directors observe the highest standards of ethical behaviour, including avoiding conflicts with the best interests of Scope Group. Scope Group has adopted a Code of Conduct and a Conflict of Interests Policy which applies to Scope Directors. Scope Group’s Code of Conduct includes NDIS Code of Conduct principles and obligations under the NDIS Quality and Safeguards Commission.
The Board utilises a Governance Capability Framework, which sets out the capabilities and outcomes expected of Directors and Office Bearers. This is used to review the performance of the Board, the Committees, and individual Directors annually, with an independent external performance evaluation completed every three years. In 2022 – 2023 the Board undertook an independent Board Health Check and will implement recommendations from this review ongoing.
The Scope Board runs a robust and ongoing succession planning process, ensuring a nominations pool of experienced and expert Directors are available for consideration for upcoming Board and Committee member roles. New Directors and Committee members undergo a detailed induction program, including mentoring by a nominated Director. All Directors undertake ongoing professional development and training during the course of their terms.
Scope Board and Committee roles are remunerated, with approval by Scope Governing Members required for any increase to the aggregate annual remuneration amount which exceeds the annual movement to Executive remuneration (inclusive of any general CPI increment).
The Board has four Board Committees that meet quarterly: Risk and Audit, Governance and Remuneration, Finance and Performance, and Client Experience and Outcomes. The Disability Services Australia Committee was dissolved in December 2022. Each Committee is composed of majority Director members, with subject matter experts appointed by the Board as independent members on Committees. Scope Directors serve on one to three Committees each, and composition is reviewed annually according to the organisation’s needs. The Board Chair is ex-officio on each Committee.
All Committees have formal Charters approved by the Board that outline each Committee’s purpose, role and responsibilities, and Delegations of Authority.
The purpose of the Committee is to assist the Board to fulfil its governance and compliance responsibilities in relation to structures, processes, standards, oversight, and controls in relation to the risk management of all Scope Group entities, having regard to Scope Group’s Purpose and Strategic Plan.
The purpose of the Committee is to assist the Board in fulfilling its responsibilities in relation to Board and Executive related appointments, remuneration, performance management and succession planning, and corporate governance policies, processes and practices across all Scope Group entities, having regard to Scope Group’s Purpose and Strategic Plan.
The purpose of the Committee is to assist the Board to fulfil its responsibilities in relation to the strategic financial performance of the Scope Group. This includes ensuring the short and long-term financial wellbeing and financial management culture of the organisation, meeting of performance targets related to funding and optimisation of Scope Group’s portfolio of investments, across all Scope Group entities, having regard to Scope Group’s Purpose and Strategic Plan.
The purpose of the Committee is to assist the Board to approve the development, deployment and monitor performance against the Scope Group Client Experience Strategy to provide assurance that the goal of an outstanding client experience is clearly articulated in planning and monitoring of business performance, across all Scope Group entities, having regard to Scope Group’s Purpose and Strategic Plan.
The purpose of the Committee was to oversee the process of Scope obtaining control of Disability Services Australia Ltd, DSA Mentoring Services Limited and Macquarie Employment Training Service Limited (DSA Entities), and to provide governance oversight to the Board regarding the immediate transition, ongoing operation and long-term integration of the DSA Entities into the Scope Group. This Committee met monthly.
The Board may establish advisory or ad hoc Committees from time to time in accordance with Scope’s Constitution to consider matters of special importance or to exercise the delegated authority of the Board.
Home@Scope Pty Ltd (Home@Scope) is a wholly owned subsidiary entity, incorporated as a proprietary limited company. This subsidiary was established on 20 August 2018 as a separate entity to facilitate the transfer of Victorian Government Services.
Home@Scope has a management Board, chaired by Scope’s CEO, and meets as required, with meetings scheduled against an annual Corporate Governance Reporting Calendar.
The Home@Scope Board reports to Scope Board and Board Committees.
Disability Services Australia Ltd (DSA) is a wholly owned subsidiary entity, acquired by Scope on 13 December 2021. DSA is a respected disability services provider for over 60 years, employing more than 1500 people in key regions of New South Wales. DSA has two subsidiaries: DSA Mentoring Services Ltd and Macquarie Employment Training Service Ltd.
Four Directors of Scope Board serve concurrently on DSA Board, Chaired by Scope Board’s Deputy Chair, and meets as required.
Risk Management and Internal Control
The Board is responsible for the overall risk management and internal control framework of the organisation. To assist in the discharge of this responsibility the Board has approved the following risk management and internal control framework:
Group Risk Management Framework
The Scope Board has approved a risk management framework, risk management policy and risk appetite statement, which continue to be implemented across the Scope Group to manage the evolving risks and compliance obligations. The Board, through the Risk and Audit Committee, receives quarterly reports on key enterprise risks, including current risk ratings compared against established risk appetite, mitigations, key risk management activities, and emerging risks for consideration.
Corporate Governance Policies and Compliance
The Board, through the relevant Committees, undertakes regular and annual reviews of corporate governance policies and procedures, Delegations of Authority Framework, and the implementation of an organisational compliance program.
Strategic and Business Planning
The performance of the organisation in the delivery of the corporate objectives is monitored by the Board through detailed monthly, quarterly and annual reporting processes.
Financial Reporting
The organisation undertakes a comprehensive budgeting process with approval of annual budgets by the Board. Monthly actual results are reported against budget, and revised forecasts for the year are prepared regularly.
Internal Audit
The Board has approved a two-year internal audit program (FY23 – FY24) using a risk-based approach to obtain assurance over key enterprise risks (strategic and operational risk) as identified through risk and compliance management process.
Investment Appraisal
The Board, through the Finance and Performance Committee, regularly appraises and reviews the Investment Policy for the organisation. Additionally, the organisation has clear guidelines for capital expenditure. These include measurement against corporate objectives, annual budgets, business case procedures and levels of delegated authority.
Client Safeguarding Committee
The Scope Group has an enterprise Client Safeguarding Committee (and locally developed committees) to develop practice and service quality processes and systems and review performance in key areas of client safeguarding. Data from the Client Safeguarding Committee is provided in summary to the Risk and Audit Committee for consideration.
