Corporate
Governance
Statement

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 and the purposes set out in the Scope Constitution.

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 of Scope is committed to Scope’s Purpose, Vision and Values and to their influence on every aspect of Scope’s activities and governance. In particular, the Board is committed to building a diverse, accessible, equitable and inclusive governance structure where all Directors and Committee members are supported, respected, valued and enabled to thrive.  

In alignment with Scope’s Disability Action Plan, it is the Board’s ambition that people with disability represent a significant proportion of governance roles at Board and Committee levels. To help achieve this ambition, the Board is developing formal partnerships to establish learning and mentoring opportunities for people with disability who aim to develop their governance and leadership skills. 

Further, in alignment with Scope’s Reconciliation Action Plan, the Board is committed to making reconciliation an enduring priority within Scope, community, and broader spheres of influence to create positive change and foster a more inclusive society. 

The Board meets six or more 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 2023 – 2024, 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.  

The Scope Board runs a robust and ongoing succession planning process, ensuring experienced and expert candidates 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 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 which meet quarterly: Risk and Audit, Governance and Remuneration, Finance and Performance, and Client Experience and Outcomes.  

Each Committee is composed of majority Director members, with subject-matter experts appointed by the Board as independent members on Committees, and roles held on each Committee for one or more Scope client or person with a disability member. 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 which 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 customer 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 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. 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 has two subsidiaries: DSA Mentoring Services Ltd and Macquarie Employment Training Service Ltd.  

Four Directors of the Scope Board serve concurrently on the DSA Board, chaired by the Scope Board’s Deputy Chair, and meets as required. 

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 elements of risk management and internal control. 

The Scope Board has approved a risk management framework which describes the overall approach to the management of strategic, operational and project risks. The framework incorporates a risk management policy and supporting documents, which give effect to the management of risks and compliance obligations across Scope.  

The Risk, Compliance and Assurance team is accountable for maintaining the risk management framework. The Board, through the Risk and Audit Committee, receives quarterly updates on the management of risk and compliance, including key risk management activities, compliance status, and mitigations. 

The Board and Executive completed an annual review to verify the enterprise risks that may have an impact on Scope. In FY2023, a review of the risk management framework and an independent assessment of Scope’s risk management processes were conducted, with recommendations considered by the Risk and Audit Committee and the Board in December 2023. 

The Board, through the relevant Committees, reviews and approves relevant policies, protocols and procedures, the Delegations of Authority Framework, and the implementation of organisational compliance and assurance programs. 

The Governance and Remuneration Committee maintains oversight of the Scope Group Policy Framework and Architecture. 

The performance of the organisation in the delivery of strategic and business objectives is monitored by the Board through detailed quarterly reporting and annual review processes. 

The organisation undertakes a comprehensive planning and budgeting process with approval of annual budgets by the Board. Results are reported quarterly against budget, and revised forecasts for the year are prepared as needed. 

Scope implements the Three Lines assurance model. The Board approves the internal audit program that applies a risk-based approach to provide independent assurance over enterprise risks and key business processes. RSM Australia have been appointed as Scope’s internal audit partner for 2024 – 2027.

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.