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1. LEGISLATED PROVISIONS Elements of this Charter that are prescribed by legislation or regulation are shown as text in italics.

2. PURPOSE The purpose of this Charter is to set out the roles and responsibilities of the Sunshine Coast Hospital and Health Board (the Board) in exercising control1 over the Sunshine Coast Hospital and Health Service (SCHHS) through good corporate governance practices and in accordance with the Hospital and Health Boards Act 2011 (HHB Act).

3. FUNCTIONS OF THE SUNSHINE COAST HOSPITAL AND HEALTH SERVICE The main function of the SCHHS is to deliver the hospital services, other health services, teaching, research and other services stated in the Service Agreement for the SCHHS2. Additional functions as outlined in the HHB Act are included as Attachment 1 to this Charter.

The Sunshine Coast Hospital and Health Board is committed to improving the health of the community by enabling: • innovation, flexibility and value for money • engagement with community and staff • partnerships and collaboration • initiatives contributing to research, learning and teaching.

4. AUTHORITY The Board functions under the authority of the HHB Act.

5. MEMBERSHIP Members are appointed by the Governor in Council, by gazette notice, on the recommendation of the Minister.

The current Membership at the time of approval of this Charter is:

Chair:

• Dr Lorraine Ferguson AM, appointed as Chair for three (3) years from 18 May 2016 to 17 May 2019

Deputy Chair:

• Mr Peter Sullivan, appointed as Deputy Chair for three (3) years from 26 August 2016 to 17 May 2019

Members:

• Mr Brian Anker, appointed from 18 May 2017 to 17 May 2020. • Mr Cosmo Schuh, appointed from 18 May 2017 to 17 May 2020. • Dr Mason Stevenson, appointed from 18 May 2017 to 17 May 2020. • Mr Peter Sullivan, appointed from 27 May 2016 to 17 May 2019. • Professor Julie-Anne Tarr, appointed from 18 May 2017 to 17 May 2021 • Associate Professor Edward Weaver, appointed from 18 May 2016 to 17 May 2019. • Ms Anita Phillips, appointed from 18 May 2017 to 17 May 2020

1 s22 Hospital and Health Boards Act 2011

2 s19 HHB Act

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6. RESPONSIBILITIES OF THE BOARD The role of the Board is to provide strategic guidance for the SCHHS and effective oversight of management, including:

• overseeing the SCHHS, including its control and accountability systems • appointing and removing the Health Service Chief Executive (HSCE) (subject to approval by the

Minister: HHB Act s74(5)) • appointing and removing Health Executives3 • providing input into and final approval of management’s development of organisational strategy

and performance objectives, including agreeing the terms of the SCHHS Service Agreement with the Chief Executive (Director General) of the Department4

• reviewing, ratifying and monitoring systems of risk management and internal control and legal compliance

• monitoring HSCE and senior executives’ performance and implementation of strategy • ensuring appropriate resources are available to senior executives • approving and monitoring the progress of minor capital expenditure, capital management, and

acquisitions and divestitures; and • approving and monitoring the annual budget and financial and other reporting.

7. DELEGATION The Board may delegate the SCHHS’s functions under the HHB Act and the Financial Accountability Act 2009 to a Committee of the Board or the HSCE5.

Any such delegation, or grant of power of sub-delegation to the HSCE, will be exercised and evidenced solely by the current Instrument of Delegation approved by the Board.

8. PERFORMANCE OF DUTIES In performing their duties, Members of the Board are to:

• act impartially and in the public interest6 • exercise care, diligence and skill • act in good faith • not improperly use his/her position or misuse information acquired as a Member; and • commit the time necessary to discharge effectively his/her role as a Member.

9. GUIDING PRINCIPLES In exercising their function or exercising their power under the HHB Act, the Board must have regard to the Guiding Principles set out in s13 of the HHB Act, which are included as Attachment 2 to this Charter.

10. ROLE OF THE CHAIR The Chair is responsible for leadership of the Board and for the efficient organisation and conduct of the Board’s functioning.

The core responsibilities of the Chair will include:

• setting the Board agenda • facilitating the flow of information and discussion • conducting Board meetings and other business

3 s67(2) HHB Act

4s35 HHB Act

5subject to s30 HHB Act

6s31 HHB Act

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• ensuring the Board operates effectively • liaising with and reporting to the Minister • reviewing Board and organisational performance; and • inducting, supporting and developing Board Members.

The Chair has a primary responsibility to facilitate the effective contribution of all Members and promote constructive and respectful relations between Members and between Board and management.

11. ROLE OF THE DEPUTY CHAIR7 The Deputy Chair is to act as Chair during a vacancy in the office of the Chair and during all periods when the Chair is absent from duty or for another reason cannot perform the duties of the office.

12. ROLE OF INDIVIDUAL MEMBERS Members are required to familiarise themselves with the SCHHS and to take reasonable steps to ensure they make informed contribution to discussion and decisions. All Members are entitled to be heard at all Meetings and should bring an independent judgement to bear in decision-making.

Members are responsible collectively for Board decisions and should support and adhere to all Board decisions.

13. ROLE OF THE HEALTH SERVICE CHIEF EXECUTIVE The HSCE is responsible for the operations of the SCHHS with all powers, discretions and delegations authorised, from time to time, by the Board.

The HSCE will be accountable to the Board for leading the Executive Leadership Team in making and implementing decisions about SCHHS’s business within the strategic framework set by the Board, and in particular ensuring the SCHHS meets its commitments under its Service Agreement.

The HSCE is subject to the Board in exercising powers or performing functions subject to any exceptions set out in the HHB Act.

The HSCE has a primary responsibility to facilitate and promote constructive and respectful relations between management and the Board.

14. BOARD COMMITTEES The HHB Act and Regulations requires establishment of 4 Board Committees to assist the Board in effectively and efficiently performing its functions. The Committees have appointed members however any board member may attend any Committee meeting and participate (voting rights are defined to members of the committee only) with prior (one week) notification to the Chair of the Committee.

Executive Committee8

The function of the Executive Committee is to support the Board in its role of controlling the SCHHS by:

(a) working with the Health Service Chief Executive to progress strategic issues identified by the Board and

(b) strengthening the relationship between the Board and the Health Service Chief Executive to ensure accountability in the delivery of services by the SCHHS.

7 s25(6) HHB Act

8 s32B HHB Act

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Finance and Performance Committee9

The function of the Committee is to advise the Board and Health Service Chief Executive about the matters stated in paragraphs a to f:

(a) assessing SCHHS’s budgets and ensuring the budgets are: - consistent with the organisational objectives of the SCHHS; and - appropriate having regard to SCHHS’s funding;

(b) monitoring SCHHS’s cash flow, having regard to the revenue and expenditure of the SCHHS; (c) monitoring the financial and operating performance of the SCHHS; (d) monitoring the adequacy of SCHHS’s financial systems, having regard to SCHHS’s operational

requirements and its obligations under the Financial Accountability Act 2009; (e) assessing financial risks or concerns that impact, or may impact, on the financial performance

and reporting obligations of SCHHS, and how the SCHHS is managing the risk or concerns; (f) assessing the SCHHS’s complex or unusual transactions; (g) any other function given to the Committee by the SCHHS Board, if the function is not inconsistent

with a function mentioned in paragraphs (a) to (f).

Safety and Quality Committee10

The Safety and Quality Committee has the following functions:

(a) advising the Board on matters relating to the safety and quality of health services provided by the SCHHS, including the SCHHS’s strategies for the following:

(i) minimising preventable patient harm; (ii) reducing unjustified variation in clinical care; (iii) improving the experience of patients and carers of the SCHHS in receiving health services; (iv) complying with national and State strategies, policies, agreements and standards relevant to

promoting consultation with health consumers and members of the community about the provision of health services by the SCHHS.

(b) monitoring the SCHHS’s governance arrangements relating to the safety and quality of health services, including by monitoring compliance with the SCHHS’s policies and plans about safety and quality;

(c) promoting improvements in the safety and quality of health services provided by the SCHHS;

(d) monitoring the safety and quality of health services being provided by the SCHHS using appropriate indicators developed by the SCHHS;

(e) collaborating with other safety and quality committees, the department and State-wide quality assurance committees in relation to the safety and quality of health services;

(f) any other function given to the committee by the SCHHS’s Board, if the function is not inconsistent with a function mentioned in paragraphs (a) to (e);

(g) employee and other persons in the workplace occupational health and safety - assist the Board fulfil its responsibility to oversee the improvement of the SCHHS occupational health and safety performance, sustain it through implementation of a robust management framework, ensure compliance with legislative and regulatory requirements and development of a Be Safe Culture.

9 s33 Hospital and Health Boards Regulation 2012 (HHB Regs)

10 s32 HHB Regs

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Audit and Risk Committee11

The function of the Committee is to advise the Board about the matters stated in paragraphs a to g:

(a) assessing the adequacy of SCHHS’s financial statements, having regard to: - the appropriateness of the accounting practices used; - compliance with the prescribed accounting standards under the Financial Accountability Act

2009; - external audits of SCHHS’s financial statements; and - information provided by SCHHS about the accuracy and completeness of the financial

statements; (b) monitoring SCHHS’s compliance with its obligation to establish and maintain an internal control

structure and systems of risk management under the Financial Accountability Act 2009, including: - whether SCHHS has appropriate policies and procedures in place; and - whether SCHHS is complying with the policies and procedures.

(c) if an internal audit function is established for SCHHS under the Financial and Performance Management Standard 2009, part 2, division 5 - monitoring and advising SCHHS about its internal audit function;

(d) overseeing SCHHS’s liaison with the Queensland Audit Office in relation to SCHHS’s proposed audit strategies and plans;

(e) assessing external audit reports for SCHHS and the adequacy of actions taken by SCHHS as a result of the reports;

(f) monitoring the adequacy of SCHHS’s management of legal and compliance risks and internal compliance systems, including the effectiveness of the systems in monitoring compliance by SCHHS with relevant laws and government policies;

(g) assessing SCHHS’s complex or unusual transactions or series of transactions, or any material deviation from SCHHS’s budget;

(h) any other function given to the Committee by the SCHHS Board, if the function is not inconsistent with a function mentioned in paragraphs (a) to (g).

Each Committee has a formal Charter and has an obligation to report on its meetings to the Board. Minutes of all Committee Meetings are made available to all Members.

15. ROLE OF BOARD SECRETARIAT The Board is supported by the Manager Board Operations which is responsible for ensuring that Board business is conducted consistent with good governance practice including:

• facilitating conduct of meetings in consultation with the Chair and HSCE, including scheduling and notice of meetings, preparation and circulation of agenda and supporting papers, preparing minutes and notifying relevant stakeholders of decisions;

• facilitating induction and professional development for Members; and • providing a point of reference for all dealings between Board and management.

16. INDUCTION AND EDUCATION An Induction program will be conducted to allow new Members to participate fully and actively in Board decision-making at the earliest opportunity. The induction program will enable new Members to gain an understanding of:

• SCHHS’s financial, strategic, operational and risk management position • the culture and values of SCHHS • the rights, duties and responsibilities of Members • the roles and responsibilities of senior executives

11 s34 HHB Regs

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• the role of Board Committees • meeting arrangements • Member interaction with each other, senior executives and other stakeholders.

Members will have access to continuing education to update and enhance their skills and knowledge. This could include education concerning key developments in SCHHS and in the industry and environment within which it operates.

17. EVALUATION The performance of the Board and Committees will be evaluated at least annually including review against this Charter and any Annual Work Plan. Following each evaluation the Board will consider what actions, if any, need to be taken to improve performance.

18. FEES AND ALLOWANCES Fees and allowances will be paid to Board Members in accordance with any schedule of fees set by the Queensland Government.

19. CONDUCT OF BUSINESS – HHB Act Schedule 1 of the HHB Act outlines certain provisions regulating conduct of business by the Board. These are imported in to this Section 19 below and form part of this Charter. Note numbering is not the same as the HHB Act.

19.1 Times and places of meetings

(1) Meetings of the Board are to be held at the times and places the Chair decides. (2) However, the Chair must call a meeting if asked, in writing, to do so by the Minister or at least the

number of Members forming a quorum for the Board. 19.2 Quorum

A quorum for a meeting of the Board is one-half the number of its Members, or if one-half is not a whole number, the next highest whole number.

19.3 Presiding at meetings

(1) The Chair is to preside at all meetings of the Board at which the Chair is present. (2) If the Chair is not present at a meeting, the Deputy Chair is to preside. (3) If neither the Chair nor Deputy Chair is present at a meeting, a Member of the Board chosen by

the Members is to preside.

19.4 Conduct of meetings

(1) A question at a meeting of the Board is decided by a majority of the votes of the Members present.

(2) Each Member present at the meeting has a vote on each question to be decided and, if the votes are equal, the Member presiding also has a casting vote.

(3) A Member present at the meeting who abstains from voting is taken to have voted for the negative.

(4) The Board may hold meetings, or permit Members to take part in meetings, by using any technology that reasonably allows Members to hear and take part in discussions as they happen.

Example of use of technology— teleconferencing

(5) A Member who takes part in a meeting of the Board under subsection (4) is taken to be present at the meeting.

(6) A resolution is validly made by the Board, even if it is not passed at a meeting of the Board, if: (a) a majority of the Board Members gives written agreement to the resolution; and

(b) notice of the resolution is given under procedures approved by the Board.

19.5 Minutes

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(1) The Board must keep: (a) minutes of its meetings; and

(b) a record of any resolutions made under section 16.4(6) above.

(3) Subsection (3) applies if a resolution is passed at a meeting of the Board by a majority of the Members present.

(4) If asked by a Member who voted against the passing of the resolution, the Board must record in the minutes of the meeting that the Member voted against the resolution.

20. PROXIES Proxies are not permitted for Board or Committee meetings.

21. FREQUENCY OF MEETINGS Meetings of the Board will be held at least quarterly at dates and times, and for the duration, agreed between the Chair and the HSCE. Members should confer at least annually without Management present. An annual schedule of meetings is available from the Board Secretariat.

22. MEETING AGENDA Members wishing to place items on the agenda must notify the Secretariat at least 10 working days prior to the scheduled meeting. The agenda must be cleared by the Chair prior to distribution to Members.

Agenda and relevant (supporting) papers will be sent out to all Members 5 working days prior to the meeting. Late agenda items will be tabled at the discretion of the Chair.

23. MINUTES Minutes must be cleared by the Chair prior to distribution to Members. Draft Minutes (and action items) will be provided to the Chair within 5 working days of the meeting.

Minutes are included in the papers for the next meeting. Minutes are taken as draft until they are ratified at the next Board meeting.

A summary of the key issues discussed and decisions made in each Board meeting will be made publicly available (subject to the Board’s obligations relating to confidentiality and privacy) in a timely manner after the meeting, with an objective of publishing within 7 days based on the Chair’s review of the Draft Minutes of the Meeting.

24. FLYING MINUTES PAPERS Items would typically only be managed by Flying Minutes where:

• the item is urgent and must be considered before the next scheduled meeting; or • where the meeting has been cancelled and the items are managed by Flying Minutes to prevent a

back-log.

The Chair may decide to circulate items for comment and finalisation by Flying Minutes. A Flying Minute paper and cover sheet will be sent to Members via email with a requested response date. Generally 1 working day is allowed for consideration of Flying Minutes.

If a Member has no comment to make or is unable to comment on a Flying Minute, this needs to be conveyed to the Secretariat. The Secretariat will collate Members’ responses and prepare for Chair approval.

The final decision in respect to the item will be entered into the Minutes of the next meeting.

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25. RECORD KEEPING The Secretariat will maintain electronic and written records of Board activities, including agendas, minutes and related papers of all meetings, which will be kept securely and confidentially in accordance with legislative requirements.

26. CONFIDENTIALITY

Members of the Board may receive information that is regarded as ‘commercial-in-confidence’, clinically confidential or have privacy implications. Members acknowledge their responsibility to maintain confidentiality of all information that is not in the public domain. This responsibility includes, but is not limited to, the obligations on Board Members outlined in the HHB Act in Part 7 Confidentiality.

27. CONFLICTS OF INTEREST To meet their ethical and legal obligations Members must comply with the “Conflict of Interest – Operational Guidance” which deals with the management of conflicts of interest, including addressing the provisions of Schedule 1 of the HHB Act in relation to disclosure of interests.

Each Member will be required to provide to the Secretariat details for inclusion in the Board Register of Interests, which will be compiled and appended to the papers for each Board meeting. It is the responsibility of each Member to ensure their details in the Board Register of Interests is continuously updated.

Disclosure of Conflicts of Interest will be a standing agenda item at the beginning of each Board and Committee meeting.

28. MEDIA AND PUBLIC COMMENTS To ensure appropriate and consistent communication occurs all public comment, including that to any media organisation on behalf of the Board, is to be made by the Chair or someone specifically authorised by the Chair to comment on a particular matter.

All management and operational comments concerning the SCHHS will be made by the HSCE or by an officer authorised by the HSCE.

29. CORPORATE GOVERNANCE STATEMENT The SCHHS Annual Report will include a Corporate Governance Statement which is broadly consistent with the ASX Corporate Governance Principles and Recommendations.

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30. REVIEW OF CHARTER This Charter will be reviewed at least annually. Previous versions are recorded and available for audit.

Date Nature of Amendment 5/9/2012 Version 1 7/9/2012 Addition of Board members Dr Edward Weaver and Mr Peter Sullivan 24/06/2013 Updated membership of Board 04/06/2014 Updated terms of appointment for members 14/07/2016 Updated membership of Board 01/08/2017 Updated membership of Board 01/08/2017 Committee meeting attendance by any board member

This Charter was approved at the Board meeting on 1 August 2017

---------------------------------------------

Dr Lorraine Ferguson AM, Chair SCHH Board (signed on the 1 August 2017)

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Attachment 1

Extract from HHB Act section 19:

Functions of Services

(1) A Service’s main function is to deliver the hospital services, other health services, teaching, research and other services stated in the service agreement for the Service.

(2) A Service also has the following functions:

(a) to ensure the operations of the Service are carried out efficiently, effectively and economically;

(b) to enter into a service agreement with the chief executive;

(c) to comply with the health service directives that apply to the Service;

(d) to contribute to, and implement, Statewide service plans that apply to the Service and undertake further service planning that aligns with the Statewide plans;

(e) to monitor and improve the quality of health services delivered by the Service, including, for example, by implementing national clinical standards for the Service;

(f) to develop local clinical governance arrangements for the Service;

(g) to undertake minor capital works, and major capital works approved by the chief executive, in the health service area;

(h) to maintain land, buildings and other assets owned by the Service;

(ha) for a prescribed Service, to employ staff under this Act;

(i) to cooperate with other providers of health services, including other Services, the department and providers of primary healthcare, in planning for, and delivering, health services;

(j) to cooperate with local primary healthcare organisations;

(k) to arrange for the provision of health services to public patients in private health facilities;

(l) to manage the performance of the Service against the performance measures stated in the service agreement;

(m) to provide performance data and other data to the chief executive;

(n) to consult with health professionals working in the Service, health consumers and members of the community about the provision of health services;

(o) other functions approved by the Minister;

(p) other functions necessary or incidental to the above functions.

Attachment 2

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Extract from HHB Act Section 13:

Guiding Principles

(1) the following principles are intended to guide the achievements of this Act’s object:

(a) the best interests of users of public sector health services should be the main consideration in all decisions and actions under this Act;

(b) there should be a commitment to ensuring quality and safety in the delivery of public sector health services;

(c) providers of public sector health services should work with providers of private sector health services to achieve coordinated, integrated health service delivery across both sectors;

(d) there should be responsiveness to the needs of users of public sector health services about the delivery of public sector health services;

(e) information about the delivery of public sector health services should be provided to the community in an open and transparent way;

(f) there should be commitment to ensuring that places at which public sector health services are delivered are places at which –

(g) there is a positive and safe workplace culture based on mutual trust and respect;

(h) employees are respected and diversity is embraced; and

(i) employees are free from bullying, harassment and discrimination;

(j) there should be openness to complaints from users of public sector health services and a focus on dealing with the complaints quickly and transparently;

(k) there should be engagement with staff, clinicians, consumers, community members and local primary healthcare organisations in planning, developing and delivering public sector health services;

(l) opportunities for research and development relevant to the delivery of public sector health services should be promoted;

(m) opportunities for training and education relevant to the delivery of public sector health services should be promoted.