Home' Annual Report : Annual Report 2012 Contents Management of CPA Australia's operations and
the implementation of corporate strategy and
policy initiatives are the responsibility of the Chief
Executive Officer (CEO) and management.
In December 2011, the Board approved a
three-year corporate plan (Corporate Plan)
for 2012-2014 established by management.
The Board approves an annual performance
contract setting the priorities, direction
and performance targets for CPA Australia
within the parameters of the corporate plan.
Monthly performance reports are prepared
by management and the most recent report
is made available to the Board at each Board
meeting and Finance Committee meeting.
The CEO is appointed by the Board. He
is responsible for the management of
CPA Australia in accordance with approved
strategy, policies, his performance contract
and delegated authority framework. He is
responsible for ensuring that the Board is
provided with the relevant strategic options,
policy and financial issues on which to
deliberate, and with the necessary administrative
support to enable the Board to work effectively.
The CEO attends Board and Board committee
meetings; however, he is not a director and is
not entitled to vote.
Senior executives including the CEO, the
Company Secretary, and the Chief Operating
Officers (COOs) have formal job descriptions.
All management including the senior executives
of CPA Australia (Executive Management
Group) are subject to annual performance
planning and reviews. The performance of
each executive is assessed by the CEO,
who is their immediate supervisor. They are
assessed against achievement of their job
specifications and goals, contribution towards
specific business and strategic objectives, and
adherence to CPA Australia's REACH (Respect,
Empowerment, Accountability, Cooperation and
CPA Australia is a leading advocate of sound
corporate governance. It is committed to best
practice and is a member of the Australian
Stock Exchange Corporate Governance Council
(ASXCGC) that developed the Corporate
Governance Principles and Recommendations
As an unlisted company limited by guarantee,
CPA Australia is not required to report against
the CGPR. However, CPA Australia uses the
CGPR as a guide to best practice, and has
implemented these principles as far as they
are relevant to it as a member organisation.
CPA Australia reports against the CGPR in
this corporate governance statement as part
of its commitment to preserving stakeholder
Principle 1: Lay solid foundations
for management and oversight
Board of directors
The Board of directors (Board) is the principal
governing body of CPA Australia and is
appointed by a Representative Council. Details
of the council are set out later in this document.
The Board is responsible for the overall
governance of CPA Australia. The Board has
adopted a formal charter detailing its functions
and responsibilities, which is reviewed annually.
Matters specifically reserved to the Board
are set out in its charter (available on the
CPA Australia website).
While the Board has overall control and
management of CPA Australia, it has delegated
a range of its powers, duties and responsibilities
to its committees, management, divisions and
the disciplinary tribunals. The Board reviews
each delegation at least annually.
Each Board meeting agenda includes statutory
matters, governance and management reports,
which include strategic risks, strategic projects
and operational items. Time is often scheduled
for the Board to meet without management.
Upon commencement at CPA Australia, all
senior management take part in a leadership
on-boarding program which assists in
accelerating our new leaders' transition into
our organisation. The program is designed to
integrate the new leader into the organisation's
culture, to assist them in understanding strategy
as well as process, establishing relevant
networks, and navigating political frameworks.
Along with all staff, all executives of
CPA Australia including the CEO, have an at
risk component of their remuneration that is tied
to both their own performance and that of the
organisation. The Board is remunerated as a
percentage of the Australian Auditor-General's
annual total salary package, as set out in the
Constitution (Article 45). The Board benchmarks
director remuneration annually in determining the
percentage to be applied.
Principle 2: Structure the Board
to add value
The Board consists of twelve independent non-
executive directors (as defined by the CGPR),
comprising of ten member directors and two
external directors (who are neither members nor
A diagram of the governance structure in place
at year end is included on page 49.
The Board assesses annually the independence
of each director. Directors must disclose to
CPA Australia any matter which may affect
their independence as soon as they become
aware of it. All Board members are requested
to disclose related party transactions on an
annual basis and a summary of related party
transactions for each director is disclosed in
the annual report (see notes to the financial
statements on page 79).
The Chair is an independent director, and is
not the CEO. Directors are selected on the
basis of their skills, experience and other
relevant capabilities with due regard to the mix
of skills recommended by the Board and to
proper succession planning. Directors' skills,
expertise and their terms of office, are set out
on pages 47 to 49.
50 CPA Australia Annual Report 2012
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