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 (Scope). The information in this Corporate Governance Statement is current as at June 2022.
The Scope Board maintains a detailed Corporate Governance Framework that includes a Constitution, Corporate Governance 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 mission and the Scope Approach. 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. 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 seven 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 2021–2022, 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. The Board has adopted a Code of Conduct and a Conflict of Interests Policy. Scope’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 2021–2022 the Board undertook an independent Board Evaluation, Committee Structure, and Governance Capability Review, and have implemented recommendations from these reviews 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 the aggregate annual remuneration amount approved by Scope Governing Members.
The Board has five Board Committees that meet quarterly: Risk and Audit, People and Governance, Finance and Performance, and two newly formed Committees: Disability Services Australia Committee and Customer Experience and Outcomes. The Business Development Committee did not meet during this period and was dissolved in February 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, requirements, 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 mission and Strategic Plan.
The purpose of the Committee is to assist the Board in fulfilling its responsibilities in relation to Board-related appointments, remuneration, performance management, and succession planning, and in relation to corporate governance matters generally, across all Scope Group entities.
The purpose of the Committee is to assist the Board in its consideration and ongoing oversight in matters pertaining to business development transactions and projects, including, but not limited to, major capital projects, transformation projects, business development or reorientation projects, strategic alliances, partnerships, mergers, acquisitions, and divestments, across all Scope Group entities.
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 mission and Strategic Plan.
The purpose of the Committee is to oversee the process of Scope obtaining control of Disability Services Australia Ltd, DSA Mentoring Services Ltd, and Macquarie Employment Training Service Ltd (DSA Entities), and to provide governance oversight to the Board of Scope regarding the immediate transition, ongoing operation, and long-term integration of the DSA Entities into the Scope Group. This Committee meets 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.
From June 2019–December 2021, the Scope Board constituted a Disability Royal Commission Independent Advisory Committee in response to the Royal Commission into the Violence, Abuse, Neglect, and Exploitation of People with Disability, to ensure Scope Group is transparent and responsive to the Royal Commission, its clients, their families, and its members.
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) has been 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 1,500 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, both strategic and operational 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 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 (FY21–FY22) 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 Investments 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.
Customer Safeguarding Committee
The Scope Group has an enterprise Customer Safeguarding Committee (and locally developed committees) to develop practice and service quality processes and systems and review performance in key areas of customer safeguarding. Data from the Customer Safeguarding Committee is provided in summary to the Risk and Audit Committee for consideration.
Governance Structure
Operational Structure
Scope Board of Directors
Professor Sanchia Aranda AM, PhD, MN, GAICD
Chair
Professor Sanchia Aranda AM brings a wealth of knowledge and experience in both management and governance to her role in leading Scope’s Board. With a strong commitment to reducing health and social inequalities, Sanchia has more than 20 years’ not-for-profit board experience along with five years as the CEO of a national not-for-profit.
She has served as inaugural Chair of City Cancer Challenge Foundation and Director of the International Collaboration on Cancer Reporting, and was the former CEO of Cancer Council Australia and the past president for Union for International Cancer Control, Geneva, and International Society of Nurses in Cancer Care (ISNCC).
Sanchia is regarded as one of the world’s pre-eminent experts in cancer control with 40 years’ experience in healthcare as a clinician, researcher, educator, and health-system administrator.
She comes to Scope with experience working with adults and children with disability within the healthcare sector, and recognises the social change needed to achieve Scope’s mission. With experience in influencing policy within state and federal governments, Sanchia aims to contribute positively to Scope’s strategic focus as Chair of the Board of Directors.
Sanchia holds a Master of Nursing and a Doctor of Philosophy and is a graduate of the Australian Institute of Company Directors (AICD).
Gary Brinkworth, BEc, GAICD
Deputy Chair
Gary Brinkworth comes to Scope with a wealth of experience as a Chief Executive Officer and Company Director and a passion for customers and service delivery. He strongly believes in Scope’s values and mission and is committed to driving continuous improvement to support Scope’s sustainable growth.
Extremely passionate about strategic innovation, Gary is an energetic leader who builds organisational capabilities with a strong focus on customers. He has successfully delivered outstanding business results, operational excellence, and continuous improvement.
Gary has worked locally and internationally in large-scale service industries ranging from Property Advisory, Retail, and Financial Services and has a track record in creating high-performance cultures, new business (including M&A), and improved customer outcomes.
As a Director, Gary has also completed and implemented comprehensive Board Reviews that seek to elevate corporate governance processes and structures. The process includes critical assessment of Board Composition, Skills, and Effectiveness leading to improved organisation alignment and performance.
Gary holds a degree in Economics and is a graduate of the Australian Institute of Company Directors (AICD).
Dr Sarah Anderson, PhD, BPO, MPH
Dr Sarah Anderson joins Scope with a passion for equity and inclusion, experience in the regulatory, disability, academia, and healthcare sectors, and lived experience of disability.
As a person who has experienced social exclusion firsthand, Sarah is passionate about Scope’s mission of “seeing the person” and bringing possibilities to life.
Alongside her role as a Director on Scope’s Board, Sarah is Chair of Disability Sport and Recreation Board and Australian Orthotic and Prosthetic Association Board. She is a previous Director of Yea and District Memorial Hospital Board.
Sarah is an Adjunct Senior Lecturer in Prosthetics and Orthotics at La Trobe University and holds the role of Manager Research and Evaluation at AHPRA (Australia Health Practitioner Regulation Agency). She holds a Bachelor of Prosthetics and Orthotics, a Master of Public Health, and a Doctor of Philosophy (Ph.D.) in Ergonomics and Human Factors.
Sarah has completed a Churchill Fellowship offered by the Winston Churchill Trust and received a scholarship to undertake the Williamson Community Leadership Program. She has proudly walked the Kokoda Trail.
Brendan Earle, BA, LLB
Brendan Earle is a commercial lawyer with extensive experience in corporate law, governance, finance, and strategy. He believes that every individual should be free to pursue their goals and aspirations, but that no one should be left behind.
Brendan wishes to see individuals given an opportunity to reach their potential, irrespective of their abilities.
He comes to Scope with strong experience in mergers and acquisitions, strategic commercial transactions, business succession planning, and healthcare.
During his term as a Non-Executive Director at St Vincent’s Health Australia, he took pride in the organisation’s efforts to become an integrated national business with a strong advocacy voice.
With more than 25 years of experience as a lawyer, with several years within the healthcare industry, Brendan brings a mix of energy, capacity, and capability to Scope.
Brendan holds a Bachelor of Arts and a Bachelor of Law (Honours) and has completed the Australian Institute of Company Directors (AICD) course.
Barbara Hingston AM, BA (Admin), BSW, GAICD
Barbara Hingston is a professional Non-Executive Director, skilled in health and social services, governance, management, and consumer and public stakeholder engagement.
She brings energy, knowledge, and capability to the Scope Board with commitment to improving health and social outcomes for vulnerable people, their families, carers, and communities.
Her prior executive experience includes corporate, strategic management, and organisational development in Commonwealth government and community and non-government organisations in Australia. In each she retained focus on mission and high standards of service performance, accountability, quality and safety, and customer value and experience.
As Director and Chair of Boards and Committees nationally and in four states, she has contributed to strategy, service delivery, and customer’s experience in healthcare, young people’s mental health, disability services, and children and young person’s safety, as well as family and sexual violence prevention, response, and recovery. Her current roles include Director, Public Trustee Tasmania, and Practice Development Facilitator for McAuley Community Services for Women, supporting tutors working with children and young people whose education and learning is impacted by their experience of family violence. She remains a strong advocate for the rights, needs, and position of all women, men, and children whose lives intersect with family violence, sexual abuse, and mental illness.
Barbara is a graduate of the Australian Institute of Company Directors (AICD) and member of the Institute of Community Directors Australia (ICDA). She holds a Bachelor of Arts (Administration) and Bachelor of Social Work.
In 2021, Barbara was appointed a Member of the Order of Australia (AM) for significant service to community health and to people with disabilities.
Marcell Judkins, BBus, FCPA, MBA, FAICD
Marcell Judkins combines her passion for finance and business with her drive to be an active member in the wider community as a Director on the Scope Board. She enjoys the professionalism of the Board and is proud of the level of strategic thinking and governance the Board brings to the organisation in a very complex context.
Marcell is an independent voice to the Board, ensuring a level of objectivity in all decisions. She sees this as both a benefit and a challenge, taking time to understand the implications of Board decisions from a strategic perspective in addition to the impact on Scope clients.
Previously Chief Financial Officer of Capitol Health, Marcell has a wealth of knowledge in the disciplines of financial management, risk mitigation and management, corporate governance, and social responsibility.
Marcell is a fellow of the Australian Institute of Company Directors (AICD) and received an Order of Merit, being in the top five percent of graduates. She has also been awarded a Six-Sigma Quality Black Belt, a management methodology that is used to help businesses improve processes, products, and services and has also served as a member of the CPA Australia Corporate Committee for six years.
Serge Sardo, GradDipPsych, MBA, MAICD
Serge Sardo is passionate about contributing to the lives of people with a disability. As a registered psychologist, Serge has spent many years counselling people with a disability and advocating on their behalf. Further to this, Serge brings to the Scope Board a variety of skills including governance and business management, human resources knowledge, and a strong understanding of marketing and branding.
Serge lives by the value that all people should be treated equally. As Chief Executive Officer of Better Place Australia, as well as formerly leading organisations including the Australian Human Resources Institute and the Victorian Responsible Gambling Foundation, Serge has developed a thorough understanding of policy, advocacy, and government relations.
Serge builds strong relationships with his colleagues and is passionate about Scope and the services the organisation delivers to its clients.
In addition to being a member of the Scope Board, Serge is also a Director of the Family and Relationships Services Australia and the Alcohol and Drug Foundation Board.
Serge holds a Master of Business Administration and is a member of the Australian Institute of Company Directors (AICD).
Executive Leadership Team
Kate MacRae
Chief Executive Officer
Kate joined Scope in April 2022. She has extensive experience in the disability and healthcare sectors, having held various executive and director roles.
Before joining Scope, Kate held the position of CEO with Able Australia. She guided the organisation through the COVID-19 pandemic and further established a supply chain of PPE for the sector.
With Able Australia, she established the Deafblind Centre of Excellence in 2019. The Centre is now a recognised leader in the field, actively collaborating with the World Health Organization, United Nations, and Deafblind International to improve outcomes for people who are deafblind.
Kate has held various leadership roles with Vision Australia, Monash Health, and Peninsula Health and has been appointed to the Occupational Therapy Board of Australia (AHPRA) and Deafblind International Board. Her clinical career has spanned mental health, neurology, and paediatrics.
Kate is also the founder and inaugural Chair of The CEO Collaboration, a national body of 100+ NDIS providers.
Heather Finlayson
Chief Operating Officer, Home@Scope
Heather joined Scope in March 2019 and brought her extensive experience across health, community, education, and government sectors.
She has successfully led the cultural, commercial, and digital transformation of the Home@Scope subsidiary in the last three years while navigating staff, customers, and the business through the COVID-19 pandemic.
In 2021 under Heather’s leadership, Home@Scope in partnership with Orima Research was awarded the Research Society Effectiveness Award for Public Policy and Social Impact for the methodology engaging customers.
Before joining Scope, Heather held leadership roles implementing operational reform at scale resulting in growth, improved organisational capability, and increased impact for service users. Most recently she worked with the international NGO Save the Children as the Director of Impact Measurement and Australian Programs and with Goodstart Early Learning as the General Manager of Strategy. At Save the Children, Heather led the development of the Australian Services Strategy and the co-design of the Aboriginal and Torres Strait Islander workforce development plan and was the Global Chair of the Domestic Programs Group.
Heather holds a Master of Education and is a graduate of the Australian Institute of Company Directors. She is currently a Non-Executive Director with the Parenting Research Centre and sits on the Advisory Board for Kit, a tech start-up at x15Ventures.
Andrew Hanson
Chief Operating Officer, Scope
Andrew joined Scope in 2018 as the Chief Operations Manager at Home@Scope and later became the General Manager of Business Performance at Scope.
He has more than 30 years of leadership experience in health, medical, and disability sectors. Beginning his career as a paramedic with what is now Ambulance Victoria, Andrew quickly moved into operational leadership positions.
Prior to joining Scope, Andrew spent seven years as the Director of Medical Workforce at Alfred Health, before taking on the role of General Manager at South Melbourne Primary Health Network (PHN). At the PHN, Andrew played a vital part in the rollout of programs to support access to healthcare for vulnerable groups.
With extensive experience in business performance and operational strategy, Andrew played a key role in leading the organisation through the transition from the Department of Health and Human Services to Home@Scope.
In addition to his long professional history in healthcare industries, Andrew brings with him a passion for improving outcomes for marginalised people.
Lee Carpenter
Chief Operating Officer NSW, Scope/Disability Services Australia
Lee joined Scope in January 2021 as Chief Growth Officer NSW. He was previously the Deputy CEO of Northcott disability services.
During his time at Northcott, Lee oversaw growth from under $20 million to over $200 million in revenue per year, transforming and managing service delivery in a customer-led NDIS business.
A Certified Practising Accountant, Lee holds an MBA and is a graduate of the Australian Institute of Company Directors. He has over 30 years’ experience in human services, with 14 of those working in senior executive roles within the disability sector.
Lee oversaw Scope’s successful bid for the acquisition of the DSA business in NSW and is now heading up DSA, leading the turnaround and integration of DSA into the Scope Group and delivering on Scope’s strategic goal of becoming a national thriving organisation.
Peter Hartnett
Chief Strategy & Transformation Officer
Peter joined Scope in 2013, at the inception of the NDIS, following a 20-year career in corporate development with a number of leading Australian and international corporations. He holds a Bachelor of Commerce (Honours) and a Master of Commerce (Honours) from the University of Melbourne and completed further executive education at Harvard Business School.
Peter led Scope’s highly successful engagement in the outsourcing of disability services by the Victorian state government in 2018.
Peter’s focus is to support the delivery of consistently high-quality support to people with disability across Scope, through an empowered and engaged workforce. In conjunction with heading up organisational strategy and transformation, Peter’s teams encompass marketing and communications, philanthropy, research, government relations, innovation, and business planning.
Peter is a second-generation Scope employee. His mother worked as a physiotherapist for Scope throughout the 1960s.
Clare Jennings
Chief Customer Experience, Risk, and Compliance Officer
Clare joined Scope in November 2021. She has more than 20 years of experience in the health, community services, and aged care sectors in Australia and the United Kingdom, leading innovation, governance, and quality programs.
Before coming to Scope, Clare undertook executive interim work, leading Performance Improvement at Northeast Health Wangaratta, Clinical Governance with BlueCross, and CoHealth’s COVID-19 response.
Clare’s experience in operational leadership in healthcare has led to a passion for leading the enabling quality, risk, and governance functions to support delivery of the right outcomes for customers and the organisation.
She has a Master of Nursing and a master’s in Organisational Dynamics. Clare is also a graduate of the Australian Institute of Company Directors.
Clare is excited to draw on her experience to provide strategic leadership in integrating the customer experience, quality, safeguarding, compliance, risk, and innovation across the Scope Group.
Sid Shekar
Chief Information Officer
Sid joined Scope in December 2020 and leads the IT Function and Enterprise PMO for the organisation. He was previously the General Manager of Strategy, Technology, and Transformation with NBN Co, where he was responsible for end-to-end strategy, planning, transformation, and management across people, processes, and technology initiatives.
With extensive operations and technology experience in senior roles, Sid is well placed to lead the Information, Communication, and Technology team through the continued growth of the organisation.
Sid is both customer- and outcome-focused and uses his leadership and collaboration across all levels to achieve significant outcomes through innovative and simplified customer solutions.
Ian Morgan
Chief Financial Officer
Ian has led Finance, Payroll, and Assets at Scope since 2011. He is a Chartered Accountant with a Bachelor of Science (Honours) in Physics and has 25 years’ experience in CEO and CFO roles within public and private organisations.
Ian is a member of the Institute of Chartered Accountants Australia and the Institute of Chartered Accountants in England and Wales. Ian’s experience helps to position Scope as a leader in delivering services in a sustainable and competitive marketplace.
Phil Turton
Chief People & Culture Officer
Phil joined Scope in November 2018. He has more than 30 years’ experience in senior Human Resources positions across multiple industry sectors and dynamic work environments, including Unilever, Visy Industries, RACV, and Newcrest.
Previously, Phil was the Enterprise Talent and Culture Lead at the Schiavello Group, where his experience included the delivery of workforce integration on a national level, capability and cost reduction programs, organisational redesign and productivity initiatives, progressive workplace relations, and management of various training projects covering organisational leadership, health, safety, and wellbeing.
He believes strongly that Scope can continue to build a workplace which encourages and celebrates teamwork, inclusion, and development, consistent with its position as a sector leader.
