Corporate governance

The Police & Nurses Limited (PNL) Board of Directors is responsible for the Corporate Governance of PNL and its controlled entities. The Board manages the business in accordance with its policies, legislation, APRA prudential requirements, and the Constitution of Police & Nurses Limited.

To ensure the Board can fulfil its responsibilities and comply with policies and ethical standards, a Board approved Code of Conduct and Board Charter are in place. These provide a framework for ensuring internal control and business risk management processes are adequate.

Board of Director Elections

Shareholding members have the right to vote and participate in the election of Directors to the Police & Nurses Limited Board.

Operations of the Board of Directors

The Corporate Governance responsibilities of the Board include:

• Contributing to, evaluating, approving and monitoring strategic direction and business objectives as developed by management
• Monitoring BCU Bank's progress against agreed performance measures linked to business objectives or strategies and comparing these with those of peers in the marketplace
• Contributing to and enhancing the reputation and image of BCU to members, the marketplace and the community at large
• Ensuring required frameworks are in place including risk management policies, capital management, internal controls, compliance and public reporting
• Accepting accountability to members and responsibility to other stakeholders in BCU Bank.

Composition and Meetings of the Board

The Board's composition, meetings and conduct are determined in accordance with the Constitution of Police & Nurses Limited and the following:

• The Board comprises of member elected and Board appointed Directors with an appropriate range of expertise, skills and qualifications.
• Each Board member maintains their own skills relevant to the business of PNL.
• The Board has a process for the evaluation of its own and the individual Board member's performance.
• The Board generally has a meeting each month where it conducts business as deemed necessary.

Directors' Development Program

The Directors have established a comprehensive induction program for newly elected or appointed Directors. The program assists new Directors to gain an understanding of the role of a Director of PNL and the financial environment in which it operates.

The Directors also participate in further education to ensure that, in accordance with both strategic and regulatory business, they are capable of the responsibilities of their office.

Directors' Remuneration

Board members are remunerated as per the Constitution of PNL. The total remuneration for the Board is determined each year by the shareholders at the Annual General Meeting and divided amongst the Directors in such a manner as the Board determines. The total remuneration may not exceed the amount determined at the Annual General Meeting.

Audit and Sustainability Committee and Risk Committee

The Board has an Audit and Sustainability Committee and a Risk Committee to assist in the execution of its responsibilities. The Committees comprise of at least three Directors and each has written Terms of Reference outlining the role and responsibilities of the Committee to assist the Board in relation to some of the following:

• Establishing and maintaining appropriate risk management practices
• Ensuring reliability of financial information prior to inclusion in financial statements
• Providing a link between the auditors and the Board
• Ensuring each Committee reports to the Board after each Committee meeting

Board Governance & Remuneration Committee

The Board has established a Board Governance & Remuneration Committee. This Committee assists by providing informed feedback to the Board on the Board’s performance and on remuneration matters. The Committee comprises of at least three Directors and has a written Terms of Reference outlining the role and responsibilities of the Committee to assist the Board in relation to some of the following:

• Making recommendations to the Board on the Remuneration Policy’s effectiveness and compliance
• Making annual recommendations on the remuneration of the Chief Executive Officer and direct reports to the CEO
• Ensuring the Board operates effectively and discharges its governance responsibilities
• Establishing mechanisms to evaluate the performance of the Board and individual directors
• Recommending ongoing development of director knowledge and skills

Ethical Standards

Board members are expected to act in accordance with the Board approved Code of Conduct and Conflicts of Interest Policy. Any Board member who has a material pecuniary or non pecuniary interest in any matter before the Board will neither be present at the Board meeting whilst the matter is considered nor vote on the matter.