Board of Directors: Structure, Roles & Responsibilities

WDHS was incorporated in July 1998 under The Health Services Act 1988 and is governed by a seven-member Board of Directors (BOD), appointed by the Governor in Council upon the recommendation of the Minister for Health.

BOD terms of appointment are usually three years, with one third of terms expiring in June each year. Members are eligible for reappointment.

The balance of skills and experience within the BOD is kept under continual review. The BOD orientation and evaluation process introduced in 2003 was continued in the 2022/23 year and has assisted greatly in evaluating the effectiveness and performance of the Chairperson, individual Directors and the Board as a team. All current Board Members have undertaken additional governance training.

The BOD is responsible for the governance and strategic direction of the Service and is committed to ensuring that the services WDHS provides comply with the requirements of the Act and the Objectives, Mission and Vision of the Service, within the resources provided.

In the course of their duties, the BOD and Executive may seek independent advice from a range of sources. The BOD reviews operating information monthly in order to continually assess the performance of WDHS against its objectives and is also responsible for appointing and evaluating the performance of the Chief Executive.

In order to ensure the effective operation of the BOD, the Board has membership on 10 committees, which meet as required and report back to the BOD.

Governance Statement
“The Board is a strong advocate of corporate and clinical governance and seeks to ensure that the Health Service fulfils its governance obligations and responsibilities to all its stakeholders.”

The role of a health service board is to oversee the performance of its health service and ensure that it is meeting the policy and performance objectives of the Minister.

The board is held to be ultimately responsible for all aspects of the health service’s activities. This includes, among other things:

  • setting the vision, strategy and direction of the health service, in line with Victorian Government policy
  • having ultimate accountability for the delivery of safe and quality care
  • succession planning and performance management and, if required, the removal of the Chief Executive
  • ensuring the ongoing financial viability of the organisation.
  • overall oversight of the performance and delivery of key policy priorities

The functions of the board are varied and cover accountability to stakeholders and leadership both internally and externally, now and into the longer term. Collectively, the board is responsible for creating a governance environment that acts in the best interests of the entity and drives performance.

Risk Management
Risk management is an all of organisation activity and requires appropriate action to be taken to minimise or eliminate risk that could result in personal injury, damage to, or loss of assets. Following a recommendation from our ACHS Organisational Wide Accreditation Survey, our Risk Register was restructured into strategic and organisation risks. Three extensive reviews and updates of the Risk Register were completed by the Executive during the year.

A major risk review was completed by the Finance, Risk & Audit Committee in conjunction with our internal auditor to develop our next three-year Internal Audit Program, commencing 01 July 2011.

Our insurer, Victorian Managed Insurance Authority, completed a review of our risk management framework and was complimentary of our system, and we were awarded a Gold Medal Award.

Compliance with Australian/New Zealand Risk Management Standard
The CEO is responsible for ensuring that WDHS has risk management processes in place consistent with the Australian/New Zealand Risk Management Standard, and an internal control system is in place that enables the executive to understand, manage and satisfactorily control risk exposures. The audit committee verifies this assurance and that the risk profile of WDHS has been critically reviewed within the last 12 months.

Board members are required by the Health Services Act, 1988 to act with integrity and objectivity at all times. They are required to declare any pecuniary interest or conflict of interest during Board debate and to withdraw from proceedings if necessary. There was one instance requiring declaration this year.

Executive Role
The Executive Team members are the Chief Executive, Director of Corporate Services, Chief Medical Officer, Director of Nursing, Director of Primary and Preventative Health, Director of Aged & Home Care Services Hamilton, Director of Aged Care Services Coleraine & Penshurst and the Director of the National Centre for Farmer Health. The Executive Team meet approximately 25 times per year and provide regular reports to the Board of Directors.

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