governance policy manual

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GOVERNANCE POLICY MANUAL INCORPORATING: Ends Governance Process Board-CEO Linkage Executive Limitations Conclusion Appendix A: Board Accountabilities Checklist (re: Aged Care Policies under Standard 8) Appendix B: Aged Care Policies under Standard 8 F 8.1

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Page 1: GOVERNANCE POLICY MANUAL

GOVERNANCE POLICY MANUAL

INCORPORATING: • Ends • Governance Process • Board-CEO Linkage • Executive Limitations • Conclusion • Appendix A: Board

Accountabilities Checklist (re: Aged Care Policies under Standard 8)

• Appendix B: Aged Care Policies under Standard 8

F 8.1

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Created: Feb 2000 Updated: July 2019 1

GOVERNANCE POLICY MANUAL Preamble Ends Governance process Global governance commitment Governing style Board job description Organisation-wide governance systems Agenda planning Chairman’s role Executive Directors Board members’ code of conduct Board committee principles Committee structure Cost of governance Board-CEO linkage Global board-CEO linkage Unity of control Accountability of the CEO Delegation to the CEO Monitoring CEO performance CEO Position Description and Performance Appraisal Executive limitations Global executive constraint Christian/ spiritual outcomes Treatment of consumers Treatment of staff Financial planning and budgeting Financial condition and activities Emergency CEO succession Asset protection Compensation and benefits Communication and support to the board Consumer engagement Governing body leadership and accountability Organisation-wide governance systems:

• Information management • Continuous improvement • Financial governance • Workforce governance • Regulatory compliance

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• Feedback and complaints • Quality management

Risk management • Consumer care risks • Abuse and neglect • Consumers’ well-being

Clinical governance • Antimicrobial stewardship • Use of restraints • Open disclosure

Refundable Accommodation Deposits (RADs) Conclusion Appendix A: Board Accountabilities Checklist Appendix B: Aged Care Policies under Standard 8

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Preamble

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The Board of Bethany Christian Care has determined to operate using best practice governance, with a view to effectively realising our vision, carrying out our mission, achieving our goals, fulfilling our philosophy and acting consistently with our values. To that end, the policy governance model formulated by John Carver has been adopted and modified to suit our needs. The Board is deeply conscious of its responsibility to lead a culture of safe, inclusive, person-centred and quality care and other services, and believes the Carver governance model it has adopted will facilitate its fulfilment of that responsibility and the related responsibility of performance-monitoring. The model emphasises values, vision, empowerment of both board and staff, and the strategic ability to lead leaders. Under Policy Governance, a board crafts its values into policies of four types: ends, executive limitations, board-CEO linkage and governance process. These categories of board policy contain everything the board has to say about values and perspectives that underlie all organisational decisions, activities, practices, budgets and goals. The definition of each of these four are:

1. ENDS – the board defines which human needs are to be met, for whom, and at what cost. Written with a long-term perspective, these mission-related policies embody the board’s long-range vision.

2. EXECUTIVE LIMITATIONS – the board establishes the boundaries of

acceptability within which CEO/ staff methods and activities can responsibly be left to CEO/ staff. These limiting policies apply to CEO/staff means, rather than ends.

3. BOARD-CEO LINKAGE – the board clarifies the manner in which it delegates

authority to the CEO as well as how it evaluates the CEO’s performance on provisions of the ends and executive limitations policies.

4. GOVERNANCE PROCESS – the board determines its philosophy, its

accountability and specifics of its own job. The effective design of its own board processes ensures that the board will fulfil its three primary responsibilities:

a) maintaining links to the ownership; b) establishing the four categories of written policies; and c) assuring executive and organisational performance.

There are 10 principles which dominate policy governance. For their explanation, see Appendix B to this Manual. This Manual contains the policies that the board has decided upon, in each of the 4 areas defined above. It will be noted that in each area, policies have been formed in layers from the most general (global) to the more specific. The board also reserves the right to review, rewrite, add to, or delete from these policies as required.

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The board will abide by these policies in its governance role in respect of Bethany Christian Care, to ensure its vision, mission, philosophy and objectives are realised and God will be glorified.

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Ends

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Ends statement By the grace of God, Bethany Christian Care exists to provide seniors with comfortable, well-presented accommodation and loving Christian care. 1. The consumers whom Bethany Christian Care primarily serves are aged/

retired people, as well as “special needs” people (for whom its Facilities are deemed suitable):

a. who seek accommodation/ care in our Facilities; and

b. who seek care in the communities surrounding our Facilities.

2. Accommodation will be safe, well-presented, comfortable and of ever-

improving quality, and the environment maintained will foster contentment,

inclusiveness, independence and overall quality of life (in an holistic sense).

3. Care will be safe, of good (and ever-improving) quality, person-centred

(tailored to the needs, choices and preferences of consumers), and holistic

(including spiritual, social, emotional and physical care).

4. “Christian emphasis” will evidence Biblical Christian values and the love and

blessing of our Lord Jesus Christ. It includes Gospel outreach, the spiritual

uplifting of believers, and the outworking of the organisation’s V.A.L.U.E.S.:

Virtue – including Decency and Honesty

Acceptance – including Forgiveness and Impartiality

Love – including Compassion and Gentleness

Understanding – including Empathy and Sensitivity

Excellence – including Quality and Diligence

Serving – including Humility and Kindness.

5. Cost and revenue outcomes shall be at benevolent but viable industry

benchmarks, recognising that the more business like you are, the more

charitable you can be:

a. The goal for EBITDA surpluses for the organisation’s aged care

facilities (not including aberrative factors) is the most recent average

EBITDA, per-resident-per-day (rounded to the nearest $), for the top

45% of Queensland Not-for-Profit Metropolitan Homes from Bentley’s

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annual Aged Care Survey. (For the comparison, the current year-to-

date weighted average per-resident-per-day figure (rounded to the

nearest $) is used across the organisation’s facilities.)

b. Operating surpluses in future years will increase to be consistent with

benevolent but viable industry benchmarks.

c. Redevelopments will be cost-effective.

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Governance Process

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Policy type: Governance process Policy title: Global governance commitment The purpose of the board, as stewards of the Lord on behalf of the members of the Corporation of Bethany Christian Care and the members of the Christian Brethren Assemblies of south-east Queensland, is to see to it that Bethany Christian Care: (1) achieves appropriate results for appropriate persons at an appropriate

cost; and (2) avoids unacceptable actions and situations.

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Policy type: Governance process Policy title: Governing style The board will govern with an emphasis on (1) our Christian values (2) outward vision rather than internal preoccupation, (3) encouragement of diversity in viewpoints, (4) strategic leadership more than administrative detail, (5) clear distinction of board and chief executive roles, (6) collective rather than individual decisions, (7) future rather than past or present, and (8) pro-activity rather than reactivity. Accordingly: 1. The board will cultivate a sense of group responsibility. The board, not the

staff, will be responsible for excellence in governing. The board will be the initiator of policy, not merely a reactor to staff initiatives. The board will use the expertise of individual members to enhance the ability of the board as a body rather than to substitute individual judgements for the board’s values. The board will allow no officer, individual, or committee of the board to hinder or be an excuse for not fulfilling board commitments.

2. The board will direct, control, and inspire the organisation through the careful

establishment of board written policies reflecting the board’s values and perspective about ends to be achieved and means to be avoided. The board’s major policy focus will be on the intended long-term effects outside the organisation, not on the administrative or programmatic means of attaining those effects.

3. The board will enforce upon itself whatever discipline is needed to govern with

excellence. Discipline will apply to matters such as attendance, preparation, policy-making principles, respect of roles, and ensuring continuance of governance capability. Continual board development will include orientation of new board members in the board’s governance process and periodic board discussion of process improvement.

4. The board will monitor and discuss the board’s process and performance at

each meeting. Self-monitoring will include comparison of board activity and discipline to policies in the Governance Process and Board-CEO Linkage categories.

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Policy type: Governance process Policy title: Board job description The job of the board is to represent the members of the Corporation of Bethany Christian Care and the members of the Christian Brethren Assemblies of south-east Queensland in determining and demanding appropriate organisational performance. Accordingly: 1. The board will produce the link between the organisation and the ownership

both legal and moral. 2. The board will produce written governing policies that, at the broadest levels,

address each category of organisational decision.

a. Ends: Organisational products, effects, benefits, outcomes, recipients, and their relative worth (What good for which recipients at what cost and over what timeframe?)

b. Executive limitations: Constraints on executive authority that establish the prudence and ethics boundaries within which all executive activity and decisions must take place.

c. Governance process: Specifications of how the board conceives,

carries out, and monitors its own task.

d. Board-CEO linkage: How power is delegated and its proper use monitored; the CEO role, authority, and accountability.

3. The board will produce assurance of CEO performance (against policies in 2a

and 2b).

4. The board will create/ lead a culture of safe, inclusive and quality care and services to consumers. To that end, the board plans, implements and reviews integrated governance systems which promote and oversee resident safety, quality assurance and risk mitigation.

5. The board will be accountable for organisational performance, and the

exercise of that accountability will include ‘clinical governance’ and the meeting of other requirements of ‘governing bodies’ under Standard 8 of the Aged Care Quality Standards.

6. The board will engage in identification and classification of high-level organisational risk, and, with CEO input, assess the adequacy of management of each risk, such that all areas of identified risk are considered over the course of a calendar year.

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Police type: Governance process Policy title: Organisation-wide Governance Systems (Note: Drawn from Aged Care Policy 8(c)(v)(iii)) To enable the board to achieve its accountability for the delivery of safe, quality and inclusive care/ services, the board maintains effective governance systems throughout the organisation, acknowledging the following statement (for Standard 8 of the Aged Care Quality Standards) by the Aged Care Quality and Safety commission:

“Organisation wide governance is how the organisation applies and controls authority below the level of the governing body. Authority flows from the governing body to the Chief Executive Officer (or similar role), then to the executive or management team and throughout the organisation.”

Accordingly: 1. The board recognises that, to be effective (and compliant), the organisation

requires governance systems for these key areas: • Board responsibilities

The board supports this statement by the Australian Institute of Company Directors: “The board is responsible for the overall governance, management and strategic direction of the organisation and for delivering accountable corporate performance in accordance with the organisation’s goals and objectives.”

• Board role The board is committed to governing, directing and monitoring the organisation’s business affairs/ operations on two broad fronts:

- Overall organisational performance: The board fulfils this responsibility through its own strategies and supporting policies, chiefly those requiring the CEO to report to the board on key aspects of organisational performance.

- Overall compliance/ conformance: The board complies with its obligations in this area by ensuring the CEO:

o has effective systems, processes and procedures in place; o monitors/ verifies adherence to those systems, processes and

procedures; and o reports to the board at pre-determined intervals.

2. The board has developed the following two documents which are critical to the

exercise of its governance functions/ responsibilities: • The Governance Policy Manual – setting out the following:

- Organisational Ends

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- Board-CEO Linkage

- Governance Process - Executive Limitations (which are a key plank of the ‘Carver’ model

of governance adopted by the board, and which are reported on by the CEO according to a board-approved calendar).

- Appendix B – Aged Care Policies under Standard 8 • Risk Management Matrix.

Both these major board documents are subject to ongoing review and enhancement (in scope, rigour etc) in line with the board’s commitment to continuous quality improvement.

3. The board’s governance modus operandi includes consideration of the

following: Providing effective governance

The board will: • enhance organisational performance. • understand, manage and minimise any risks. • strengthen stakeholder and community confidence in the organisation. • improve the organisation’s public reputation through better transparency

and accountability. • enable management to demonstrate how it fulfils its legal, ethical and

other like obligations. • use a mechanism for benchmarking accountability. • help prevent and detect fraudulent, dishonest and/or unethical

behaviour. Risk management

The board puts systems in place, or ensures the CEO has systems, for: • risk management, including assessment and control of risks. • internal compliance and control. • workforce compliance, with professional and organisational codes of

conduct. • compliance with legislation and ethical standards.

Audit review The board uses a process and reporting structure to: • measure management performance against approved policies, ends

statement, and strategic/ business plan. • review and monitor whether resources are adequate for management to

carry out the above. Compliance

The board uses systems, or ensures the CEO has systems, to:

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• maintain each Facility’s accreditation with the Aged Care Quality and Safety Commission.

• establish and maintain corporate governance. • commend/ reward ‘best practice’ in all areas of care and service

delivery. • monitor financial and reporting requirements to regulatory bodies and

stakeholders, and approve reports as required. • ensure policies and systems for compliance reflect the organisation’s

aims and objectives. • lead a ‘best practice’ approach to care and service delivery. • ensure the organisation’s management, workforce, contractors/

consultants and others coming within the organisation’s jurisdiction, act legally, ethically and responsibly on all matters.

Legislation/ Regulation The board is obliged to comply at all times, and ensure organisational/ facility compliance with: • the Aged Care Act • the Aged Care Quality Standards. • the Aged Care Quality and Safety Commission Rules.

Key board documents:

• Governance Policy Manual • Board policies file • Risk Management Matrix • Board Meeting Evaluation • Board Member Self-Assessment • Bethany Christian Care Constitution

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Police type: Governance process

Policy title: Agenda planning To accomplish its job products stated in the ‘Board Job Description’ with a governance style consistent with board policies, the board will follow an annual agenda that (1) completes re-exploration of Ends policies annually and (2) continually improves board performance through board education and enriched input and deliberation. Accordingly: 1. The cycle will conclude each year on the last day of June so that

administrative planning and budgeting can be based on accomplishing a one-year segment of the board’s most recent statement of long-term Ends.

2. The cycle will start with the board’s development of its agenda for the next

year.

a. Consultations with selected groups in the ownership or other methods of gaining ownership input will be determined and arranged in the first quarter, to be held during the balance of the year.

b. Governance education and education related to Ends determination (for example, presentations by futurists, demographers, advocacy groups, and staff) will be arranged.

3. Throughout the year, the board will attend to consent agenda items as

expeditiously as possible.

4. CEO monitoring will be included on the agenda as per the Board-CEO Linkage Policy entitled “Monitoring of CEO Performance”, and if monitoring reports show policy violations or if policy criteria are to be debated.

5. CEO remuneration will be decided after a review of monitoring reports received in the last year during the month of June.

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Policy type: Governance process Policy title: Chairman’s role The chairman assures the integrity of the board’s process and, secondarily, occasionally represents the board to outside parties. Accordingly: 1. The job result of the chairman is that the board behaves consistently with its

own rules and those legitimately imposed upon it from outside the organisation. a. Meeting discussion content will be only those issues which, according

to board policy, clearly belong to the board to decide, not the CEO. b. Deliberation will be fair, open, and thorough but also timely, orderly,

and kept to the point. 2. The authority of the chairman consists in making decisions that fall within the

topics covered by board policies on Governance Process and Board–CEO linkage, except:

c. for hiring, firing or changing the terms of employment of the CEO, and d. where the board specifically delegates portions of this authority to

others. 3. The chairman is authorised to use any reasonable interpretations of the

provisions in these policies.

a. The chairman is empowered to chair board meetings, with all the commonly accepted power of that position (for example, ruling, recognising).

b. Empowered to prioritise agenda items subject to the control of the

meeting. c. The chairman has no authority to make decisions about policies created

by the board within Ends and Executive Limitations policy areas. Therefore, the chairman has no authority to supervise or direct the CEO.

d. The chairman may represent the board to outside parties in announcing

board-stated positions and in stating chair decisions and interpretations within the area delegated to her or him.

e. The chairman may delegate this authority but remains accountable for

its use.

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Policy type: Governance process Policy title: Executive Directors Directors are traditionally honorary positions; however, exceptional circumstances may arise when extra governance rigour and/or investment of time are required. The board may consider that this extra rigour and/or investment of time is best provided by the deployment of a board member on a paid or unpaid basis. (“Exceptional circumstances” may be defined as aberrative circumstances calling for crisis management and/or escalated risk management on the part of the board, and may include senior management succession/ transition, oversight of major or complex projects, breakdown in compliance, or similar.) Accordingly: 1. In exceptional circumstances only, and by unanimous resolution, the board

may appoint one or more Executive Directors.

2. In order to comply with the organisation’s Constitution, an Executive Director must not be an ‘employee’. If the nature and character of the work required are not consistent with the board’s governance responsibilities, the person to be deployed for the work must become an employee and not be/ become a member of the board. Alternatively, the person could be/ become a Director and be paid on a consultancy basis.

3. The quantum of any remuneration paid to an Executive Director must be agreed by unanimous resolution of the board.

4. The appointment of an Executive Director shall only continue for as long as the exceptional circumstance exists.

5. An Executive Director must be accountable to the board as a whole in the performance of his/ her executive duties and responsibilities.

6. The duties and responsibilities of an Executive Director shall be set out in a Position Description approved by the board.

7. An Executive Director must not usurp or duplicate the CEO’s role and responsibilities and his/ her accountability to the board; however, consistent with the board’s responsibility to monitor the CEO’s performance, the function of an Executive Director may include such checking and auditing as may be considered necessary to assist the board in the discharge of that responsibility.

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Policy type: Governance process Policy title: Board members’ code of conduct The Board commits itself and its members to Christian, ethical, business-like, and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members. Accordingly: 1. Board members must represent unconflicted loyalty to the interests of the

ownership. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staffs. It also supersedes that personal interest of any board member acting as a consumer of the organisation’s services.

2. Where board members believe a situation poses an actual or potential “conflict of interest” for them, they must immediately declare the circumstances to the Chairman, and then to the next full meeting of the board.

3. The Board will formally evaluate “conflict of interest” declarations, and decide either:

• that the likelihood/ gravity of the actual or potential “conflict of interest” situation is such as to constitute an impediment to the declarant’s continuation as a member of the board of Bethany Christian Care; or

• to accept the situation the subject of the declaration, where it is believed there is no threat/ risk to the organisation, or where any identified potential for risk/ threat is mitigatable by appropriate measures (eg heightened vigilance, proper controls, periodical review etc), provided always it can be demonstrated by the board that it has acted in the best interests of the organisation.

4. Board members must avoid conflict of interest with respect to their fiduciary

responsibility.

a. There must be no self-dealing or any conduct of private business or personal services between board members and the organisation except as procedurally controlled to assure openness, competitive opportunity, and equal access to inside information.

b. When the board is to decide upon an issue about which a member has

an unavoidable conflict of interest, that member shall absent herself or himself without comment from not only the vote but also from the deliberation.

c. Board members must not use their positions to obtain employment for

themselves, family members, or close associates. Should a member desire employment, he or she must first resign.

d. Board members will annually disclose their involvements with other

organisations, with vendors, or any other associations that might produce a conflict.

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5. Board members shall not attempt to exercise individual authority over the

organisation except as explicitly set forth in board policies. a. Board member’s interaction with the CEO or with staff must recognise

the lack of authority vested in individuals except when explicitly board-authorised.

b. Board members’ interactions with public, press, or other entities must

recognise the same limitation and the inability of any board member to speak for the board except to repeat explicitly stated board decisions.

c. Board members will give no consequence or voice to individual

judgments of CEO or staff performance.

d. Board members will respect the confidentiality appropriate to issues of a sensitive nature.

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Policy type: Governance process Policy title: Board committee principles Board committees, when used, will be assigned so as to reinforce the wholeness of the board’s job and so as never to interfere with delegation from board to CEO. Accordingly: 1. Board committees are to help the board do its job, never to help or advise the

staff. Committees ordinarily will assist the board by preparing policy alternatives and implications for board deliberation. In keeping with the board’s broader focus, board committees will normally not have dealings with current staff operations.

2. Board committees shall not speak or act for the board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the CEO.

3. Board committees cannot exercise authority over staff. Because the CEO

works for the full board, he or she will not be required to obtain approval of a board committee before an executive action.

4. Committees will be used sparingly and ordinarily in an ad hoc capacity. 5. This policy applies to any group that is formed by board action, whether or not

it is called a committee and regardless whether the group includes board members. It does not apply to committees formed under the authority of the CEO.

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Policy type: Governance process Policy title: Committee structure [If permanent committees are required, insert their role statements here. Name of committee A. Budget Committee B. Governance Committee C. Redevelopment Planning Committee

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Policy type: Governance process Policy title: Cost of governance Because poor governance costs more than learning to govern well, the

board will invest in its governance capacity. Accordingly:

1. Board skills, methods, and supports will be sufficient to assure governing with excellence. (a) Training and retraining will be used to inform new members and

candidates for membership, as well as to maintain and increase existing member skills and understandings.

(b) Outside monitoring assistance will be arranged so that the board can exercise confident control over organisational performance. This includes but is not limited to fiscal audit.

(c) Outreach mechanisms will be used as needed to ensure the board’s ability to listen to owners’ viewpoints and values.

2. Costs will be prudently incurred, though not at the expense of endangering the

development and maintenance of superior capability. a. Up to $5,000 in each fiscal year for training, including attendance at

conferences and workshops. b. Up to $10,000 in each fiscal year for audit and other third-party

monitoring of organisational performance. c. Up to $10,000 in each fiscal year for surveys, focus groups (including

those comprising consumers), opinion analyses, board and AGM meeting costs and board-sponsored social functions.

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Board – CEO Linkage

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Policy type: Board-CEO linkage Policy title: Global board-CEO linkage The board’s sole official connection to the operational organisation, its achievements, and conduct will be through a Chief Executive Officer.

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Policy type: Board-CEO linkage Policy title: Unity of control Only decisions of the board acting as a body are binding on the CEO. Accordingly: 1. Decisions or instructions of individual board members, officers, or committees

are not binding on the CEO except in rare instances when the board has specifically authorised such exercise of authority.

2. In the case of board members or committees requesting information or

assistance without board authorisation, the CEO can refuse such requests that require, in the CEO’s opinion, a material amount of staff time or funds, or are disruptive.

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Policy type: Board-CEO linkage Policy title: Accountability of the CEO The CEO is the board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the board is concerned, is considered the authority and accountability of the CEO. Accordingly: 1. The board will never give instructions to persons who report directly or

indirectly to the CEO. 2. The board will refrain from evaluating, either formally or informally, any staff

other than the CEO. 3. The board will view CEO performance as identical to organisational

performance, so that organisational accomplishment of board-stated Ends and compliance with executive limitation policies will be viewed as successful CEO performance.

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Policy type: Board-CEO linkage Policy title: Delegation to the CEO The board will instruct the CEO through written policies that prescribe the organisational Ends to be achieved and describe organisational situations and actions to be avoided, allowing the CEO to use any reasonable interpretation of these policies. Accordingly: 1. The board will develop policies instructing the CEO to achieve certain results,

for certain recipients, at a specified cost, over a specified time period. These policies will be developed systematically from the broadest, most general level to more defined levels, and will be called Ends policies.

2. The board will develop policies that limit the latitude the CEO may exercise in

choosing the organisational means. These policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Executive Limitations policies.

3. As long as the CEO uses any reasonable interpretation of the board’s Ends

and Executive Limitations policies, the CEO is authorised to establish all further policies, make all decisions, take all actions, establish all practices, and develop all activities.

4. The board may change its Ends and Executive Limitations policies, thereby

shifting the boundary between board and CEO domains. By doing so, the board changes the latitude of choice given to the CEO. But as long as any particular delegation is in place, the board will respect the CEO’s choices.

Note: The CEO is also subject to a Board-approved Position Description – see separate Policy “CEO Position Description and Performance Appraisal”.

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Policy type: Board-CEO linkage Policy title: Monitoring of CEO performance Systematic and rigorous monitoring of CEO job performance will be solely (insofar as Ends and Executive Limitations polices are concerned) against the expected CEO job outputs: organisational accomplishment of board policies on Ends, and organisational operation within the boundaries established in board policies on Executive Limitations. The only other measure of CEO performance will be that against the CEO Position Description – see next Policy. Accordingly: 1. Monitoring is simply to determine the degree to which board policies are being

met. Data that does not do this will not be considered to be monitoring data. 2. The board will acquire monitoring data by one or more of three methods:

a. by internal report, in which the CEO discloses compliance information to the board

b. by external report, in which an external, disinterested third party selected by the board assesses compliance with board policies, and c. by direct board inspection, in which a designated member or members of the board assess compliance with the appropriate policy criteria.

3. In every case, the standard for compliance shall be any reasonable CEO

interpretation of the board policy being monitored, and reasonable assessment of CEO performance against his/her Position Description.

4. All policies that instruct the CEO will be monitored at a frequency and by a

method chosen by the board. The board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule.

Policy and Month for CEO Reporting

Method

JANUARY Board Accountabilities Checklist* (overall scan) Internal

FEBRUARY Christian/ spiritual outcomes Internal Organisation-wide governance systems - Financial governance* Internal Organisation-wide governance systems - Information management* Internal Board Accountabilities Checklist* (overall scan) Internal

MARCH Consumer engagement* Internal Treatment of consumers* Internal Organisation-wide governance systems - Continuous improvement*

Internal

Board Accountabilities Checklist* (overall scan) Internal

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APRIL Treatment of staff Internal Organisation-wide governance systems - Regulatory compliance* Internal Organisation-wide governance systems – Feedback and complaints*

Internal

Organisation-wide governance systems – Clinical governance* Internal Board Accountabilities Checklist* (overall scan) Internal

MAY Organisation-wide governance systems - Workforce governance* Internal Organisation-wide governance systems – Risk management* Internal Risk management - Consumer care risks* Internal Risk management - Abuse and neglect* Internal Board Accountabilities Checklist* (overall scan) Internal

JUNE Risk management - Consumers’ well-being* Internal Clinical governance - Use of restraints* Internal Clinical governance - Open disclosure* Internal Organisation-wide governance systems - Quality management* Internal Board Accountabilities Checklist* (overall scan) Internal

JULY Clinical governance - Antimicrobial stewardship* Internal Emergency CEO succession Internal Management and Senior Management succession Internal Governance – Reporting* Internal Board Accountabilities Checklist* (overall scan) Internal

AUGUST Asset protection Internal

External Compensation and benefits Internal

External Financial condition & activities Internal

External Financial planning & budgeting Internal Board Accountabilities Checklist* (overall scan) Internal

SEPTEMBER Consumer Engagement* Internal Treatment of Consumers* Internal Organisation-wide governance systems - Continuous improvement*

Internal

Board Accountabilities Checklist* (overall scan) Internal OCTOBER

Organisation-wide governance systems – Clinical governance* Internal Organisation-wide governance systems – Feedback and complaints*

Internal

Communication & support to the Board Internal Refundable Accommodation Deposits (RADs) Internal Board Accountabilities Checklist* (overall scan) Internal

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NOVEMBER Risk management - Consumer care risks* Internal Risk management - Abuse and neglect* Internal Organisation-wide governance systems - Workforce governance* Internal Governing body leadership and accountability* Internal Board Accountabilities Checklist* (overall scan) Internal

DECEMBER Clinical governance - Use of restraints* Internal Risk management - Consumers’ well-being* Internal Clinical governance - Open disclosure* Internal Board Accountabilities Checklist* (overall scan) Internal

*Related to Standard 8 of Aged Care Quality Standards

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Policy type: Board-CEO linkage Policy title: CEO Position Description and Performance Appraisal The board will ensure an accurate Position Description is in place for the CEO, and, at least annually, appraise the CEO’s performance against the Position Description (and against Ends and Executive Limitations policies – see previous Policy). Accordingly:

1. The board will approve and annually review the Position Description for the CEO.

2. In advance of the board meeting prior to the expiration of a new CEO’s probationary period, the CEO will submit to the board a ‘performance self-assessment’ against the Position Description (and against Ends and Executive Limitations policies). The board will then undertake a performance appraisal process in conjunction with the CEO (taking into account his/ her self-assessment). This will inform the board’s determination of employment confirmation/ continuance.

3. In advance of the board meeting nearest to the anniversary date of the CEO’s

commencement of employment, the CEO will submit to the board a ‘performance self-assessment’ against the Position Description (and against Ends and Executive Limitations policies). The board will then undertake a performance appraisal process in conjunction with the CEO (taking into account his/ her self-assessment). This will inform the board’s determination of CEO remuneration for the ensuing year.

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Executive Limitations

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Policy type: Executive limitations Policy title: Global executive constraint The CEO shall not cause or allow any practice, activity, decision, or organisational circumstance that is either unlawful, imprudent, or in violation of commonly accepted Christian, business and professional principles and ethics.

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Policy Type” Executive limitations Policy Title: Christian/ spiritual outcomes With respect to all living and workplace environments, the CEO shall not cause or allow conditions, practices, procedures, or decisions which inhibit a Christian emphasis and Christian/ Spiritual Outcomes. Accordingly, he or she shall not: 1. Fail to ensure evidencing throughout the organisation of Biblical Christian

values and the love and blessing of our Lord Jesus Christ, including Gospel

outreach and the spiritual uplifting of believers.

2. Fail to ensure the outworking and deeper imbedding, particularly among staff, of

the organisation’s V.A.L.U.E.S.:

Virtue – including Decency and Honesty

Acceptance – including Forgiveness and Impartiality

Love – including Compassion and Gentleness

Understanding – including Empathy and Sensitivity

Excellence – including Quality and Diligence

Serving – including Humility and Kindness.

3. Fail to ensure the Pastoral Support Officers is deployed to maximum spiritual

benefit of residents and staff, is accountable for his/ her time and activities, and

coordinates a successful volunteer program (marked by high levels of volunteer

engagement and satisfaction, including by pastoral volunteers).

4. Fail to ensure that all published material (including website) accords with the

Christian raison d'être and objectives of the organisation.

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Policy type: Executive limitations Policy Title: Treatment of consumers With respect to treatment of, and interactions with consumers and would-be consumers, the CEO shall not cause or allow conditions, procedures, or decisions which are unsafe, undignified, unnecessarily intrusive, contrary to Christian values, in breach of regulatory requirements and care standards, or that fail to provide appropriate confidentiality or privacy Accordingly, he or she shall not: 1. Fail to ensure consumer-centredness in care/ service, and the exercise of

choice/ preference, independence and decision-making.

2. Fail to ensure a welcoming and inclusive environment for all, and one which embraces diversity;

3. Fail to ensure that the organisation and its Facilities are ethical and regulatory-compliant in dealings with consumers in “dignity and choice” issues such as identity, culture, diversity, choice, independence, decision-making, who is involved in their care, relationships and risk-taking (recognising that such failure would cause the board to be in breach of its stated responsibilities under Standard 1 of the Aged Care Quality Standards).

4. Fail to ensure respect of, and solution-minded approaches to consumers’

choice to take risks in their day-to-day life and in the long term; 5. Fail to comply with government acts, regulations and standards as amended

from time to time;

6. Fail to ensure facilitation of religious, cultural and other preferences;

7. Fail to ensure facilitation of needs and choices regarding interaction with the broader community;

8. Fail to ensure, and provide satisfactory evidence to the board of consumer consultation and satisfaction; and

9. Fail to ensure consumers have access to an effective feedback/ complaints system, which leads to continuous improvement and tangible benefits for consumers

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Policy type: Executive limitations Policy title: Treatment of staff With respect to the treatment of paid and volunteer staff, the CEO shall not cause or allow conditions that are unfair or undignified or contrary to Christian values. Accordingly, he or she shall not: 1. Operate without written personnel policies that clarify personnel rules for staff,

provide for effective handling of grievances, and protect against wrongful conditions such as nepotism and grossly preferential treatment for personal reasons.

2. Discriminate against any staff member for expressing an ethical dissent.

3. Fail to ensure that the organisation and its Facilities are ethical and regulatory-

compliant in dealings with staff in areas such as identity, culture, diversity, and relationships.

4. Prevent staff from grieving to the board when (1) internal grievance

procedures have been exhausted and (2) the employee alleges either that (a) board policy has been violated to his or her detriment or (b) board policy does not adequately protect his or her human rights.

5. Fail to acquaint staff with their rights and responsibilities

under this policy.

6. Fail to provide either formally or informally opportunities for the spiritual, psychological and physical care of staff.

7. Fail to foster an harmonious team environment, and measure (and provide the

board with) staff satisfaction levels

.

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Policy type: Executive limitations Policy title: Financial planning and budgeting Financial planning for any fiscal year or the remaining part of any fiscal year shall not deviate materially from the board’s ‘Ends’ priorities, risk fiscal jeopardy, or fail to be derived from a multiyear plan. Accordingly, the CEO shall not allow budgeting that: 1. Contains too little information to enable credible projection of revenues and

expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions.

2. Plans the expenditure in any fiscal year of more funds than are conservatively

projected to be received in that period. 3. Reduces the current assets at any time less than 1.5 times the current

liabilities without Board knowledge and approval. (Note: At times of “borrowings”, board can approve a lower “current assets” ratio.)

4. Provides less for board prerogatives during the year than is set forth in the

Cost of Governance policy. 5. Allocates abnormal income to the operating budget.

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Policy type: Executive limitations Policy title: Financial condition and activities With respect to the actual, ongoing financial condition and activities, the CEO shall not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from board priorities established in Ends policies. Accordingly, the CEO shall not: 1. Expend more funds than have been received in the fiscal year to date, unless

the debt guideline (to follow) is met. 2. Incur liabilities for the organisation that cannot be repaid by certain, otherwise

unencumbered revenues within normal business trading terms. 3. Use any long-term reserves or Trust Funds. 4. Conduct interfund shifting in amounts greater than can be restored to a

condition of discrete fund balances by certain, otherwise unencumbered revenue within 30 days.

5. Fail to settle payroll and debts in a timely manner. 6. Allow tax payments or other government-ordered payment or filings to be

overdue or inaccurately filed. 7. Make abnormal purchase or commitment of greater than $25,000 without

board approval, or fail to report to the Board abnormal purchases or commitments of between $10,000 and $25,000.

8. Acquire, encumber, or dispose of real property. 9. Fail to aggressively pursue receivables after a reasonable grace period. 10. Fail to expense capital purchases of less than $500 unless there are special

circumstances as determined by the CEO.

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Policy type: Executive limitations Policy title: Emergency CEO succession In order to protect the board from sudden loss of CEO services, the CEO shall not fail to have at least one other executive familiar with board and CEO issues and processes.

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Policy type: Executive limitations Policy title: Management and senior management succession In order to protect the organisation from sudden loss of management and senior management personnel, or from the inability to cover for absences, the CEO shall not fail to have a current succession plan for:

- care management positions; and - senior management positions

Note: CEO succession is the subject of a separate policy.

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Policy type: Executive limitations Policy title: Asset protection The CEO shall not allow the assets to be unprotected, inadequately maintained, or unnecessarily risked. Accordingly, he or she shall not: 1. Fail to insure against fire, theft and casualty losses to at least 100 per cent of

replacement value and against liability losses to board members, paid and volunteer staff, and the organisation itself in an amount greater than the average for comparable organisations.

2. Allow personnel access to material amounts of funds without having

conducted reference checks on their honesty. 3. Subject plant and equipment to improper wear and tear or insufficient

maintenance. 4. Unnecessarily expose the organisation, its board, or staff to claims of liability. 5. Make any purchase (1) wherein normally prudent protection has not been

given without conflict of interest; and (2) of over $10,000 without a stringent method of assuring the balance of long-term quality and cost.

6. Fail to protect intellectual property, information, and files from loss or

significant damage. 7. Receive, process, or disburse funds under controls that are insufficient to meet

the board-appointed auditor’s standards. 8. Invest or hold operating capital:

(b) in investments other than bank guaranteed commercial bills or equivalents

(b) non-interest bearing accounts except where necessary to facilitate ease in operational transactions.

9. Endanger the organisation’s public image or credibility, particularly in ways

that would hinder its accomplishment of mission.

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Policy type: Executive limitations Policy title: Compensation and benefits With respect to employment, compensation, and benefits to employees, consultants, contract workers, and volunteers, the CEO shall not cause or allow departure from Industrial Awards or applicable legislation and jeopardy to fiscal integrity or public image. Accordingly, he or she shall not: 1. Change his or her own compensation and benefits or fail to report to the board

changes in compensation and benefits to those of the Senior Management Team.

2. Promise or imply guaranteed employment. 3. Establish current compensation and benefits that deviate materially from the

geographic or professional market for the skills employed. 4. Create compensation obligations over a longer term than revenues can be

safely projected, in no event longer than one year, and in all events subject to losses in revenue.

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Policy type: Executive limitations Policy title: Communication and support to the board The CEO shall not permit the board to be uninformed or unsupported in its work. Accordingly, he or she shall not: 1. Neglect to submit monitoring data required by the board (see policy on

monitoring CEO performance) in a timely, accurate, and understandable fashion, directly addressing provisions of board policies being monitored.

2. Fail to report to the board on organisational performance against key performance indicators which are relevant to the board’s fulfilment of its ‘governance’ role.

3. Fail to support the board in regard to its overall accountability for the delivery of safe, quality and inclusive care/ services as per Standard 8(3)(b) of the Aged Care Quality Standards (and other Requirements of the Standards which are separately covered in other Executive Limitation policies).

4. Fail to make the board aware of relevant trends, anticipated adverse media

coverage, material external and internal changes, particularly changes in the assumptions upon which any board policy has previously been established.

5. Fail to advise the board if, in the CEO’s opinion, the board is not in compliance with its own policies on Governance Process and Board –CEO Linkage, particularly in the case of board behaviour that is detrimental to the work relationship between the board and the CEO.

6. Fail to marshal for the board as many staff and external points of view, issues,

and options as needed for fully informed board choices. 7. Present information in unnecessarily complex or lengthy form or in a form that

fails to differentiate among information of three types: monitoring, decision preparation, and other.

8. Fail to provide a mechanism for official board, officer, or committee

communications. 9. Fail to deal with the board as a whole except when (a) fulfilling individual

requests for information or (b) responding to officers or committees duly charged by the board.

10. Fail to report in a timely manner an actual or anticipated non-compliance with

any policy of the board.

11. Fail to report in a timely manner an actual or anticipated breach of the Quality Standards for Aged Care Facilities; fail to provide the board with reports from the Aged Care Safety and Quality Commission.

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12. Fail to supply for the consent agenda all items delegated to the CEO yet

required by law or contract to be board-approved, along with the monitoring assurance pertaining thereto.

13. Fail to keep up to date, and retained in the appropriate file/ register, the board’s policies (as introduced, deleted or amended from time to time).

14. Fail to keep up to date, and submit for annual review (with amendment recommendations), the board’s Governance Policy Manual – setting out the following:

- Organisational Ends

- Board-CEO Linkage - Governance Process

- Executive Limitations - Appendix B – Aged Care Policies under Standard 8.

15. Fail to keep up to date, and include in board meeting agendas (at board-specified intervals and with board-specified CEO reporting thereon), the board’s ‘Risk Management Matrix’

16. Allow inaccuracy in the organisation’s details as shown on the Australian Charities and Not-for-Profits Commission (ACNC) website, and fail to provide the ACNC with financial and other information as required by that body.

17. Fail to complete, keep up to date, and/or retain securely and for ready retrieval, other documentation required by, or relevant to the Board, including:

- Constitution of Bethany Christian Care - Annual Report - History material (eg milestones, photographs) - Board membership (including names/ dates etc, and Board

photographs) - Board ‘Office Bearer’ Elections - Corporation membership (including names/ dates and other information

in the ‘Register of Members’) - Agendas and Minutes of Board and Corporation meetings - Board Member Self-Assessments - Board Meeting Evaluations - Annual Financial Statements.

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Policy Type: Executive Limitations Policy Title: Consumer engagement The CEO shall not permit the board to uninformed or unsupported in its governance responsibilities in relation to consumer engagement as per Standard 8(a) of the Aged Care Quality Standards. Accordingly, he or she shall not fail to ensure that: 1. At Facility level, consumers are asked for input into strategic planning and the

development, delivery and evaluation of care/ services, and that their feedback is reviewed and responded to.

2. The evaluation of care/ services is an ongoing and constantly-evolving process, always informed by consumers.

In respect of each Facility, the board is provided (as per calendar, and with inclusions as set out in Policy 8(a)) with a report on such input, as well as that from community groups or other external sources.

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Policy Type: Executive Limitations

Policy Title: Governing body leadership and acountability

The CEO shall not permit the board to uninformed or unsupported in its governance responsibilities under Standard 8(b) – “Governing Body Leadership and Accountability” - of the Aged Care Quality Standards. Accordingly, he or she shall not fail to ensure that: 1. Each Facility operates within the safety, quality and inclusivity framework which the board has laid down. 2. When it comes to resident care, safety is regarded by management and staff of each Facility as an essential component of quality. 3. The board’s accountability/ responsibility for the delivery of safe, inclusive and quality care and services is sufficiently disseminated/ publicised to staff, residents and other stakeholders of each Facility. 4. All management and staff practise in a manner which is consistent with the Quality Standards’ requirement for delivery of safe, inclusive and quality care/ services to residents. 5. Accountabilities (organisational and individual) include those for safety and quality. 6. Residents’ and/or representatives’ role in the areas of safety, care planning, and service design/ review is explicitly and actively supported. 8. The board is provided with reports evidencing that the subject of resident safety

is given due priority at each Facility. 9. Residents’ rights (including those enshrined in the Charter of Aged Care Rights)

are respected (in attitude and practice) at each Facility, and residents’ meaningful engagement in their care is actively supported.

10. Residents/ relatives, management and staff understand that the preoccupation of the organisation and its Facilities with providing safe, inclusive and quality care/ services is the product of a board-led culture.

11. Current ‘best practice’ guides the workforce in its care and service delivery. 12. The workforce has the qualifications, skills, attributes/ approach, and training to

provide safe, inclusive and high-quality care. 13. There is evident commitment to, and championing of excellence and best

practice at each Facility. 14. Staff examples of high standards and ‘going the extra mile’ are identified,

celebrated and rewarded.

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Policy Type: Executive Limitations Policy Title: Information management The CEO shall not fail to satisfy the board that the organisation’s “Governance - Information Management” policy and processes (as per Aged Care Policy 8(c)(i)) are adhered to. Accordingly, he or she shall not fail to provide the board with a report (as per calendar) that the requirements of Aged Care Policy 8(c)(i) are being met, particularly as it relates to board policies/ commitments and accountabilities.

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Policy Type: Executive Limitations Policy Title: Continuous improvement The CEO shall not fail to satisfy the board that the organisation’s “Governance – Continuous Improvement” policy and processes (as per Policy 8(c)(ii)) are adhered to. Accordingly, he or she shall not fail to ensure that: 1. The organisation’s continuous improvement system/ processes are robust,

workable, used/ followed, and effective in producing improvements in care and services to consumers.

2. The continuous improvement system is effective in identifying changes in care and service needs.

3. The continuous improvement system is responsive (reactively and proactively) to

deficits and opportunities for improvement.

4. There is a constant striving towards ever higher standards of care and service, as opposed to a mere ‘compliance’ approach.

5. All stakeholders have opportunity to input into continuous improvement.

6. All steps in the continuous improvement cycle (ie monitoring, evaluation, action

and follow-up) are rigorously followed at each Facility.

7. The Quality Improvement Plan is subjected to ongoing development and maturation.

8. Each Facility’s ‘Quality Improvement Team’ (QIT) drives and champions

continuous improvement.

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Policy Type: Executive Limitations Policy Title: Financial governance The CEO shall not fail to satisfy the board that the organisation’s “Governance - Financial Governance” policy and processes (as per Policy 8(c)(iii)) are adhered to. Accordingly, he or she shall not fail to ensure that:

1. At the Chairman’s request, all board members are provided with ‘financial’ education, including, in particular, aged care financial arrangements, and that which is necessary to understand financial reports and contribute to financial governance decisions.

2. Strategic planning, and decisions about future direction, include due consideration of the organisation’s ongoing financial viability, and opportunities to improve its financial position, consistent with its purpose.

3. An annual budget is formulated, approved, monitored and regularly reviewed.

4. A separate capital expenditure budget is prepared when required.

5. The organisation’s, and the board’s, financial reporting requirements are met.

6. Bethany Christian Care’s financial management and accountability framework

takes account of, and delivers on the need for the board and/or organisation to: • comply with all relevant legislative/ regulatory requirements. • provide stakeholders with a clear understanding of the organisation’s

financial position. • manage organisational funds/ resources efficiently and effectively. • meet all government reporting requirements. • maintain a robust system for compliance and controls management. • develop, review and monitor long-term business strategies. • make satisfactory arrangements for auditing its financial affairs. • approve and monitor budgets including those involving major capital

commitments • take steps to prevent fraud • comply with Australian Accounting Standards.

7. Any breaches of the above are reported to the board in a timely way.

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Policy Type: Executive Limitations Policy Title: Workforce governance The CEO shall not fail to satisfy the board that the organisation’s “Governance – Workforce Governance” policy and processes (as per Aged Care Policy 8(c)(iv)) are adhered to. Accordingly, he or she shall not fail to ensure that:

1. Workforce arrangements adhere to regulatory requirements, including those in

the area of industrial relations. 2. Staff numbers, skills and qualifications are sufficient, having regard to prevailing

care needs in each Facility. 3. When staff are recruited, consideration is given to identified resident need and

workforce skill requirements at each Facility. 4. The workforce is supported, developed and supervised by competent managers,

such that it is equipped to deliver safe and quality care/ services. 5. Management/ workforce responsibility and accountability are clarified and

enforced, with a view to proper oversight/ delivery of safe and quality care/ services to residents.

6. Staff are guided to perform their roles by: - policies and procedures

- direction regarding their responsibilities/ accountabilities - direction on how to the carry out their duties, and the performance

standard required - effective orientation (for new staff)

- an effective training education program - regular and effective performance appraisal (including for senior

management) - performance management (when required).

7. In terms of own performance appraisal, a self-assessment is submitted to the board (via the Chairman) for the board meeting nearest to the anniversary date of commencement. See ‘Board-CEO Linkage’ policy – “CEO Position Description and Performance Appraisal”.

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Policy Type: Executive Limitations Policy Title: Regulatory compliance The CEO shall not fail to satisfy the board that the organisation’s “Governance – Regulatory Compliance” policy and processes (as per Policy 8(c)(v)) are adhered to. Accordingly, he or she shall not fail to ensure that: 1. Reliable mechanisms are in place to receive all relevant regulatory-related

information (eg. from the Department of Health, the Aged Care Quality and Safety Commission and Leading Age Services Australia), and that such information is appropriately communicated and acted upon.

2. The organisation and its Facilities comply at all times with all relevant/ applicable legislation, regulations, professional standards and guidelines.

3. Effective systems are in place to facilitate and validate legislative/ regulatory

compliance. 4. All levels of management and staff are aware of, and comply with the regulatory

requirements for aged care.

5. Staff are provided with orientation/ training/ education on the Aged Care Quality Standards and other regulatory requirements (particularly those relevant to their jobs), and, if there are new or amended regulatory requirements, these are communicated/ explained to staff.

6. Mandatory education is provided to staff in all areas where legislation requires it.

Examples include that for: - notifiable incidents, such as reportable elder abuse and unexplained

absence of consumers. - fire safety. - infection control, including handwashing. - manual handling, and work health and safety.

7. Residents are informed about any changes that could affect their care/ services/

residency. 8. Each Facility is monitored appropriately for compliance with Aged Care Quality

Standards.

9. Resident/ consumer outcomes are central to planning and implementing responses (such as education, system/ process re-design etc) to regulatory changes/ developments.

10. An effective system is in place for ‘flagging’ of expiry dates of criminal record

checks, currency of registered and enrolled nurse registration, completion of resident agreements etc.

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11. The board is informed in a timely manner of the organisation’s/ Facilities’

regulatory vulnerabilities, as well as the outcome of activity in the organisation by regulatory authorities (eg a Facility’s re-accreditation audit/ assessment contact).

12. All compliance requirements are met in cases of “an alleged or suspected

reportable assault”, and “missing residents”.

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Policy Type: Executive Limitations Policy Title: Feedback and complaints

The CEO shall not fail to satisfy the board that the organisation’s “Governance – Feedback and Complaints” policy and processes (as per Policy 8(c)(vi)) are adhered to.

Accordingly, he or she shall not fail to ensure that:

1. The organisation’s feedback/ complaints system is well-known and well-understood by stakeholders from the outset of, and throughout their tenure, and that the system is well-used and trusted.

2. Stakeholders perceive that the organisation genuinely welcomes and values

feedback/ complaints. 3. Feedback/ complaints inform management decision-making, service-delivery, strategic planning, and program design. 4. For each board meeting, a complaints report is submitted to the board, with

such report to include:

• trends from each Facility’s complaints register

• details of serious issues and their resolution

• evidence of the workability and effectiveness of the complaints system, including in delivering improved outcomes for residents.

• performance against targeted turnaround times. 5. Feedback/ complaints are the subject of causal and trends analysis, and that

satisfaction of originators is established. 6. All management/ department heads:

• are genuinely ‘on board’ with the organisation’s consumer-focused approach to feedback/ complaints.

• demonstrate this to residents and/or their representative/s and staff.

• educate/ mentor staff within their jurisdiction.

7. Staff: • understand and participate in the feedback/ complaints process

(including submission of proposals for improvement);

• are educated on the organisation’s ‘no-blame’ culture, and

• help/ support residents to provide feedback and make complaints. 8. The principles of fair investigation – impartiality, confidentiality and

transparency - are outworked across the organisation.

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Policy Type: Executive Limitations Policy Title: Quality management

The CEO shall not fail to satisfy the board that the organisation’s “Governance – Quality Management” policy and processes (as per Policy 8(c)(vii)) are adhered to.

Accordingly, he or she shall not fail to ensure that: 1. The organisation’s quality management system is geared and honed to improve

overall performance and produce sound improvement/ development initiatives.

2. Progress is made towards improving/ maturing the Quality Management system such that it attains ISO 9001 quality management principles for building and maintaining a culture of continuous quality improvement.

3. The board, at the time of its annual review of the quality management system, is

provided with recommended objectives for ‘quality’ for the ensuing year.

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Policy Type: Executive Limitations Policy Title: Reporting

Note: This relates to Aged Care Policy 8(c)(viii) – “Governance – Reporting”. However, as it relates entirely to the board’s “organisation-wide governance systems”, it is included (under that title) in the board’s own “Governance Process’ policies.

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Policy Type: Executive Limitations Policy Title: Risk management

The CEO shall not fail to satisfy the board that the organisation’s “Governance – Risk Management” policy and processes (as per Policy 8(d)) are adhered to.

Accordingly, he or she shall not fail to ensure that: 2. All due priority is given to identifying and controlling risk, including in (but not

limited to) the following major risk areas:

Adverse clinical events Incidents resulting in harm to the residents - eg falls, medication errors, malnutrition, incontinence and hospital-acquired pressure injuries and infections.

Compliance risks Legal/ regulatory non-compliance - eg “not met” Quality Standards, failure to lodge statutory information in time, or failure to act in response to changes in legislative requirements.

Consumer risk Resident choices which may involve risk-taking

Financial risks Risks in areas such as financial reporting, valuation, market, liquidity, and credit – eg loss/ reduction of funding, expenses blow-out, insolvency.

Governance risks Breakdowns in governance/ corporate risk management - eg ineffective board oversight.

Industrial relations risks Employment risks – eg human error in staff pay/ terms/ conditions, inadequate management of bullying/ harassment claim, staff attraction/ retention difficulties.

Operational or program risks

Risks that affect the organisation’s ability to execute its strategic plan – eg poor service-delivery, shortfall in expected demand for product/ program.

Environmental, including event risks

Risks which can exist within or outside buildings - eg building defects, infection outbreaks, emergencies, natural disasters.

Reputation risks A major risk area because of focus on aged care by consumers, the public and the media - eg events or adverse commentary causing erosion of reputation, and, in turn, negative stakeholder/ community perceptions.

Workplace health and safety risks

Risks to staff while performing their duties – eg injury due to environment, equipment, materials, inadequate education/ management, poor job design.

3. The board is advised of new/ emerging operational risk areas for inclusion in its

own “risk management matrix”, or of required amendments to risk profiles and risk mitigation measures indicated therein.

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4. The Workplace Health and Safety Officer (WHSO) systematically monitors each Facility for hazards/ risk, is rigorous in entering identified hazards/ risks into the Facility’s risk register (along with their severity rating, control measures etc), and, along with the Care Manager, follows up all such hazards/ risks at a frequency appropriate to their assigned severity level.

5. A report is provided to the board for each board meeting, detailing:

• significant incidents, clinical and non-clinical • significant near-misses • workplace health and safety escalations • pertinent issues from each Facility’s risk register • improvements made as a result of incidents, near misses and identified

risks.

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Policy Type: Executive Limitations Policy Title: Consumer care risks The CEO shall not fail to satisfy the board that the organisation’s “Governance – Consumer Care Risks” policy and processes (as per Policy 8(d)(i)) are adhered to.

Accordingly, he or she shall not fail to ensure that: 1. The risks associated with each resident’s health, safety and wellbeing are

identified and assessed.

2. High impact, high prevalence risks are reliably/ consistently identified, and appropriately (in terms of rigour and timeframe) acted upon.

3. Ways to promptly reduce or remove risks are, in partnership with the resident

and/or representative/s, examined in a timely manner.

4. Staff are educated about risk, including:

• residents’ right to take risks, and their entitlement to the dignity of risk taking.

• the process to follow when a resident indicates a risk-taking choice/ preference.

• respecting resident choices, whilst fulfilling duty of care.

5. If residents’ choices could potentially cause them harm, they are helped by care management and staff to:

• understand the risk and the potential harm involved.

• identify ways in which the risk can be managed/ mitigated in order that they can live the way they choose.

6. Systems and processes are carefully formulated to protect the organisation and

the staff who help residents in such matters.

7. A report is provided to the board for each board meeting, detailing: • high impact, high prevalence risks. • all incidents involving or impacting on residents, clinical and non-clinical. • near-misses involving residents or potentially impacting them. • workplace health and safety escalations involving residents. • pertinent issues from each Facility’s risk register, including risks

associated with residents’ choices. • improvements made as a result of incidents, near misses and identified

risks involving or potentially impacting residents.

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8. Care Managers are rigorous in entering in their Facility’s risk register all risks involving or impacting on residents, and in monitoring each issue at a frequency appropriate to its assigned severity level.

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Policy Type: Executive Limitations Policy Title: Abuse and neglect

The CEO shall not fail to satisfy the board that the organisation’s “Governance – Abuse and Neglect” policy and processes (as per Policy 8(d)(ii)) are adhered to.

Accordingly, he or she shall not fail to ensure that: 1. All levels of management and staff:

• promptly respond to any known, alleged or suspected instances of abuse or neglect of residents.

• comply with all legislative requirements when any known, alleged or suspected instances of abuse or neglect of residents comes to light.

• are vigilant regarding the potential for abuse or neglect of residents. • staff are clear about what action to take if they see or suspect it.

2. The board is provided with a report on instances/ allegations/ suspicions of

resident abuse and neglect, including: • confirmation/ details of entry in the compulsory reporting register. • details and timeliness of action taken by staff to report the allegation/

suspicion. • details and timeliness of action taken by management to report the

allegation/ suspicion, and to investigate the matter. • details of management’s findings, and the action taken as a result – ie the

outcome of the matter. • support given to the resident.

3. Care management and registered staff are on high alert for instances of

resident neglect in all its forms - subtle (eg not receiving stimulation) as well as obvious (eg malnutrition).

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Policy Type: Executive Limitations Policy Title: Residents’ well-being

The CEO shall not fail to satisfy the board that the organisation’s “Governance – Well-being” policy and processes (as per Policy 8(d)(iii)) are adhered to.

Accordingly, he or she shall not fail to ensure that: 1. Residents are supported to find their purpose, realise their potential, and live the

best life they can. 2. Residents are enabled to make informed life decisions even if those decisions

include choices that could put them at risk.

3. Risks from choices made by residents are: • discussed with them in manifestly meaningful way to ensure their full

understanding. • managed/ mitigated after solutions-minded discussions with them. • agreed-to risk-taking (or agreed-to alternative solution designed to eliminate/

manage/ mitigate risk) is respected, facilitated and monitored by staff, consistent with the right of residents to independence and to live the best life they can.

• fully documented in such a way that the risk management/ mitigation strategies are known and followed by staff, and the organisation is protected from liability/ non-compliance.

4. Care Managers educate, oversee and guide staff, and monitor resident outcomes, in the matter of risk-taking choices by residents.

5. Risks taken by residents when choosing how to live their lives are reported to the board, with information including: • how those risks were discussed with the residents, managed, controlled or

eliminated, and documented. • any ‘high-impact or high-prevalence’ risks. • entries in Facilities’ ‘risk registers’ regarding current risks associated with

residents’ choices. • consequences of residents’ risk-taking.

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Policy Type: Executive Limitations Policy Title: Clinical governance (including Clinical Governance Framework, Clinical Government Systems, and Clinical Standards)

The CEO shall not fail to satisfy the board that the organisation’s “Governance – Clinical” policy and processes (as per Policy 8(e)) are adhered to.

Accordingly, he or she shall not fail to ensure that: 1. Care management and staff and not only practitioners but champions of good

clinical governance.

2. It is recognised among managers and staff that ‘corporate governance’ decisions such as those related to financial performance and risk management, can directly affect the safety and quality of care, and, conversely, decisions about clinical care can directly affect overall corporate governance.

3. Clinical/ care management and staff adhere to professional codes of conduct.

4. Because of his/her ultimate operational responsibility, as CEO, for ensuring all

Facilities are well-run, and deliver safe, high-quality care, he/she takes measures to satisfy himself/ herself that the clinical governance system is operating effectively, and that there is a focus on quality improvement throughout the organisation and its Facilities.

5. Care Managers and other clinical leaders exercise strong leadership, strategic,

culture-building and auditing/ verification practices to ensure the delivery of high-quality care in their Facilities.

6. Care Managers constantly validate the rigour with which their ‘care

management support personnel carry out the duties/ responsibilities delegated to them, and that, in turn, clinicians and care staff involved in direct resident care are likewise rigorous in producing safe/ quality care outcomes for residents.

7. Well-designed systems are in place to: • identify and manage clinical risk (for residents individually and collectively). • to measure clinical and risk-management effectiveness.

8. Best-practice benchmarks are used to measure clinical performance (including in the analysis of clinical quality and safety indicators - eg nurse sensitive indicators.

9. Effective and arms-length clinical oversight mechanisms are in place to validate

the quality and regulatory-compliance of each Facility’s clinical/ care performance, and to provide high levels of confidence to the board in that regard.

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10. An effective audit program is in place (covering all resident care/ clinical/ lifestyle areas).

11. All auditing is rigorous (with audits only conducted by personnel with

commitment and competency/ rigour to identify deficits and measure performance), properly analysed/ reviewed, and appropriately acted upon.

12. An effective incident reporting process is in place and rigorously utilised by care

staff (in terms of reporting) and care management (in terms of evaluation and action).

13. Research is encouraged and supported, and improvement initiatives,

particularly those which relate to the pursuit/ achievement of clinical “best practice”, are progressed appropriately.

14. All regulated privacy and confidentiality requirements are complied with in

relation to residents and their care.

15. Appropriate information and care management systems are provided, as well as sector-accepted assistive technology, to optimise the quality/ consistency and cost-effectiveness of care provision.

16. Care managers (and other care management personnel) are competent, and

conduct the necessary personal checks to verify that quality, safe, compliant and cost-effective care and services are consistently delivered to residents.

17. The board is provided with reporting (which, in terms of scope and format,

enables the board to meet its ‘clinical governance’ responsibilities) in relation to each Facility’s performance: • against key clinical performance indicators; and • in operating within the organisation’s clinical governance framework/

systems. .

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Policy Type: Executive Limitations Policy Title: Antimicrobial stewardship

The CEO shall not fail to satisfy the board that the organisation’s “Governance – Antimicrobial Stewardship” policy and processes (as per Policy 8(e)(i)) are adhered to.

Accordingly, he or she shall not fail to ensure that: 1. The board is provided with reports (with input from Care Managers and/or the

Clinical Governance Adviser) regarding the level of Antimicrobial Stewardship at each Facility.

2. A consultant pharmacist regularly reviews and reports on antibiotic usage at each Facility, and that a written briefing thereon (with input, as appropriate, from the Clinical Governance Adviser) is provided to the board.

3. Audits relating to antimicrobial stewardship are conducted, including but not

limited to those covering: • infection rates • antibiotics prescribed • antibiotics prescribed without any pathology report • antibiotics commenced in hospital, including if reviewed by the resident's

general practitioner • number of nosocomial infections • number of outbreaks • rates of hand hygiene observance by staff and other health care

professionals • handwashing competencies completed,

and results of audits are reported to the board.

4. Regular education is provided to clinicians, nursing staff, residents and families about antibiotic resistance and opportunities for improving antibiotic use.

5. Compulsory education is provided to all staff as required, including on (but not

limited to) the following subjects: • Antimicrobial stewardship. • Infection control and prevention. • Hand hygiene.

6. ‘Antimicrobial stewardship’ is discussed at all meetings of the Medication

Advisory Committee and other appropriate meetings which may include those of

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the Quality Improvement Team and Infection Control Committee, as well as Staff Meetings (particularly those for clinical/ care staff).

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Policy Type: Executive Limitations Policy Title: Use of restraint

The CEO shall not fail to satisfy the board that the organisation’s “Governance – Use of Restraint” policy and processes (as per Policy 8(e)(ii)) are adhered to.

Accordingly, he or she shall not fail to ensure that: 1. Information is provided to residents and/or representative/s, at entry, and at other

times, about Bethany Christian Care’s goal of minimising the use of restraint, and what that means.

2. The board is provided with reports from Care Managers (and/or the Clinical Governance Adviser) regarding the numbers and types of restraints for the particular period and their compliance with the Quality Standards and relevant legislation.

3. Staff are educated on the subject of restraint, the process/ documentation for

restraint authorisation, alternative approaches to managing challenging behaviour, and the organisation’s Position Statement of “Acceptable Forms of Restraint”.

4. Each Facility’s Care Manager maintains an accurate ‘Restraint Register’.

5. Pertinent information from Restraint Registers is included in the Clinical

Governance Adviser’s reports to the board.

6. Care Managers are focused on responding to residents’ behaviour and understanding its cause or trigger, with the objective of keeping all residents safe, rather than attempting to control a particular resident’s behaviour.

7. All managers and staff are educated in, and follow the mandatory reporting

requirements relating to missing residents (ie residents who abscond).

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Policy Type: Executive Limitations Policy Title: Open disclosure

The CEO shall not fail to satisfy the board that the organisation’s “Governance – Open Disclosure” policy and processes (as per Policy 8(e)(iii)) are adhered to.

Accordingly, he or she shall not fail to ensure that: 1. All Facilities have a “no-blame culture” which causes staff and others to feel

supported and encouraged to identify and report negative events.

2. When things go wrong, action is taken: - to find out what happened, and why it happened; and - to prevent it from happening again.

3. When things go wrong, management is open and honest with residents and

others about what occurred, and, using the ‘open disclosure’ process, apologise for what occurred and for any harm caused.

4. There is an effective system for identifying issues requiring invoking of the ‘open disclosure’ process.

5. Harm-causing incidents are escalated to the organisation’s insurer (or broker) to

alert the company to potential claims.

6. All staff are educated at orientation and during tenure on the principles of ‘open disclosure’.

7. Those who have, or potentially could have carriage of ‘open disclosure’ action,

receive training/ education, and competently (and sensitively) convene ‘open disclosure’ discussions in accordance with the template laid out in Policy 6(c) – “Open Disclosure”.

8. The board is advised of all instances of harm and resultant ‘open disclosure’

action, and, if significant harm (as defined in Policy 8(e)(iii)) was caused, the Chairman is advised within two working days, and a full record of the open disclosure action is provided to the board for review.

9. The board is advised of:

• all feedback on how an instance of harm and resultant ‘open disclosure’ action was handled.

• improvements arising from ‘open disclosure’. 10. The ‘open disclosure’ policy/ process is reviewed at least annually

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Policy type: Executive limitations Policy Title: Refundable Accommodation Deposits - RADs (formerly called Aged Care Accommodation Bonds) The Chief Executive Officer shall not allow permitted use of RADs under the Aged Care Act to be breached. Accordingly, he or she shall not: 1. Fail to pay RADs into the separate bank accounts established for this purpose.

These accounts are: • 12997576 (CBA Online Saver); and • 37501704 (CBA Bond Acc Fixed Deposit)

2. Fail to report to the Board details of all payments into and withdrawals from

these bank accounts; 3. Fail to ensure that the Finance Manager and Operations Manager are aware

of permitted uses of RADs; 4. Delegate the oversight of RADs’ payment and withdrawals to any personnel

other than the Finance Manager; and

5. Make, or allow to be made, payments other than for permitted uses. [Note: As Ends policies are developed, they would be added to this list.]

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Conclusion

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CONCLUSION The Policy Governance Model has been in place for many years, and amended from time to time as issues have emerged. The greatest revision to the Manual occurred in 2019 with the advent of the Aged Care Quality Standards, Standard 8 of which imposed requirements upon ‘governing bodies’ of aged care organisations in a way and to an extent never seen before. This development forever changed the level and scope of governance rigour required by the Board, with governing bodies becoming explicitly responsible for organisational performance and for “leading a culture of safe, inclusive and quality care and services”. Commitment and discipline are needed by each Board member to ensure the Board properly acquits its governance role in an environment of ever-rising regulatory requirements, reputational and other risks, and consumer expectations. This Manual concludes (below) with the ‘ten principles of policy governance’, and, as Appendix B, all the Aged Care policies under Standard 8 of the Quality Standards (with yellow highlighting of policies/ commitments and accountabilities explicitly attributed/ belonging to the Board). These Aged Care policies give rise to many of the Executive Limitations and other policies contained in this Manual. May God give us the grace and wisdom we need as we seek to rise to the challenge of being an effective and prudent Board of Bethany Christian in a day of ever-increasing change and complexity. TEN PRINCIPLES OF POLICY GOVERNANCE The ten principles which dominate Policy Governance are:

1. Recognise the trust in trusteeship.

2. The Board should speak with one voice or not at all.

3. Board decisions should predominantly be policy decisions.

4. Policy is best determined in layers, starting broad before progressing to the next level of detail.

5. Boards should define and delegate, rather than react and ratify.

6. Boards should concentrate on what is to be achieved more than how it is to be achieved. 7. Ironically, a Board can best control staff by setting some things off-limits, rather than

attempt to prescribe the means that the staff uses. 8. Boards should explicitly determine the things that they are responsible for and their

process. 9. Study after study of effectiveness of non-profit organisations have highlighted the crucial

nature of the relationship between Board and chief executive. 10. Performance of the chief executive should be monitored rigorously, but only against

policy criteria.

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Appendix A: Board Accountabilities Checklist

REGARDING: • Aged Care Policies under

Standard 8 of ‘Aged Care Quality Standards’

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BOARD ACCOUNTABILITIES CHECKLIST (under Standard 8)

Consumer-centredness – capturing and facilitation of residents’ choices resident satisfaction focus on ‘each’ resident (as per Standards) diversity inclusiveness community links relationships etc

Board-led Culture re: ‘safe, quality and inclusive care/services’ – awareness/ promotion of Board role (notices, handbooks, newsletters etc)

Exceptions - to ‘safe, quality and inclusive care/ services’ Consumer Engagement – by management by staff meal-time staff engagement Consumer Consultation – on strategic issues on changes to services/ living

environment etc Residents’ Rights (as per Charter) – ensuring their observance resident co-signing Excellence/ Best Practice - championing/ achieving/ rewarding ensuring identification/

adoption of the latest Information Management – effectiveness of all I.C.T. systems/ software communication

mechanisms (residents and staff) Continuous Improvement – process effectiveness stakeholder participation

outcomes etc Financial Management – transparency compliance accounting framework

budgeting resourcing for care/ quality/ improvements Workforce – staff recruitment attrition agency usage regulatory-compliance staff

education staff/ management job accountabilities staff management/ supervision staffing sufficiency/ skills feedback from stakeholders staff morale/ satisfaction workplace culture adherence to V.A.L.U.E.S. ‘always learning and improving’

Regulatory Compliance – resourcing systems (for monitoring, changes, verification etc) meeting Quality Standards compliance vulnerabilities etc

Feedback and Complaints – effectiveness of process finalisation timeframes trends from Registers serious complaints success in delivering improvements capturing ‘open disclosure’ events

Quality Management System – progress towards best practice (ISO?) (Note: not an explicit Requirement under the Standards)

Reporting – effective flow of information: to/from Board and CEO to/from CEO and other senior management to/from CEO/ senior management and other management thence to/from rest of organisation. Effectiveness of systems/ reporting to allow proper Board appraisal of organisational performance CEO monitoring/ checking/ verification systems Effectiveness of Board meetings and Board governance systems/ modus operandi

Organisational Risk Management – identifying/ discussing/ managing higher-level organisational risks as per Board’s ‘Risk Management Matrix’

Consumer Care Risks – residents’ right to take risks proper/ timely management response to each resident’s risks staff education appropriate documentation Risk Registers (risks entered/ categorised/ monitored), reporting to Board re pertinent risks – eg high impact/ high prevalence risks, and risks re residents’ choices, significant incidents and near-misses (clinical and non-clinical), workplace health and safety escalations, improvements after incidents/ identified risk clinical indicator reports and analysis thereof

Abuse and Neglect – reporting (as per legislated steps/ timeframes) staff education due diligence/ vigilance by all reporting instances to Board (as part of clinical indictor reports) appropriate focus on ‘neglect’ as a form of abuse

Residents’ Well-Being - ‘living the best life they can’ ‘dignity of risk’ (note: resident risk issues covered in “Consumer Care Risks”) staff education resident information at entry re choice/ decision-making, risk-taking and involvement of others in their care communication relationships/ intimacy

Clinical Governance Framework – fit for purpose (commensurate with size/ complexity) best-practice championing of good clinical governance leadership example policies/ procedures thorough monitoring/ auditing system review/ continuous improvement ‘deep’ engagement (of all clinicians) complying with codes of conduct achievement of ‘high quality, compassionate and safe care’ staff feel supported collection/ analysis of data use of RCA and HEAPS methodologies for sentinel events (and reporting thereof to Board)

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CEO controls Care Managers’ controls Clinical Governance Adviser controls/ modus operandi

Anti-microbial Stewardship - pharmacist review/ reports on antibiotic usage auditing re infections/ antibiotics etc reporting to Board by CEO/ Clinical Governance Adviser

Use of Restraint – minimisation of restraint proper documentation/ consents/ authorisations reporting to Board on restraint numbers/ types/ compliance (included in Clinical Governance Adviser’s clinical indicator reports) reporting of missing residents

Open Disclosure – general education to staff detailed education to Care Managers/ Care Management Support personnel/ RNs ‘no-blame’ staff culture system for identification (including rigorous monitoring of progress notes, incident reports, report forms, clinical indicators etc for resident ‘harm’/ ‘potential harm’) effective “Open Disclosure” investigations and processes/ action (including adherence to meeting template) by competent (trained) senior personnel reporting to insurer CEO reporting to Board of all “Open Disclosure” action (and immediate verbal escalation to Chairman if “significant harm”) CEO reporting to Board of feedback from “Open Disclosure” action, and improvements to care/ service arising from such action

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Appendix B: Aged Care Policies under Standard 8(Not attached due to File Size limits)