305th MEETING OF THE BOARD OF DIRECTORS

13TH NOVEMBER 2019

The Wintringham AGM is scheduled for 7.45am. 7th November 2019

To: G. Mansour J. Gole N. Horton B. Lipmann D. Coombes R. Rosewarne I. Davidoff S. Phillips

C.C.: M. Deschepper H. Small

NOTICE OF THE THREE HUNDRED AND FIFTH MEETING OF THE BOARD OF WINTRINGHAM TO BE HELD AT 136 MT ALEXANDER RD, FLEMINGTON ON WEDNESDAY 13TH NOVEMBER 2019

Enclosed:

1. Agenda for Meeting No. 305

2. Draft Minutes of Wintringham Board Meeting No. 304

3. Board Action Item schedule

4. 2020 Calendar of events

5. Chief Executive Officer’s Report

6. Operational Risk Report

7. Finance Report

8. Selected Correspondence and Attachments  Wintringham Activities/Projects  List of Acronyms and Definitions

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WINTRINGHAM BOARD OF DIRECTORS’ MEETING NO. 305 TO BE HELD ON WEDNESDAY 13TH NOVEMBER

Item Agenda item Attach Time

1 Present 8.00

2 Apologies

3 Approval of Minutes of Meeting 304 Yes

4 Board Action Item schedule Yes 4a Board planning day notes and action items Yes

5 2019 Board Calendar Yes 2020 Board Calendar - Draft Yes

6 Company secretarial matters 6.1 Declarations of interest 6.2 Election of office bearers & committee members 6.3 Christmas hamper presentations – board attendance 6.4 Board Christmas function

7 Significant items of business None this month

8 Chief Executive Officer’s Report Yes 8.15

9 Operational Risk Report Yes 8.25

10 Contemporary topic for Board discussion None this month

11 Finance Report Yes 8.30

12 Other Business 12.1 Melbourne office requirements Yes 8.35 12.2 EBA negotiation parameters Yes 8.50

Presentation by Les Butler – IR consultant 12.3 Digital transformation project overview Yes 9.05 Presentation by Shane Van Houten – Tech manager 12.4 Tasmanian service – financial modelling update Yes If time 12.5 Analysis of cash held Yes permits

13 Meeting close 9.20

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MEETING Wintringham Board Meeting No. 304

CHAIR Gerard Mansour, President

DATE & TIME Friday 18th October 2019, 7.30am to 9.10am and 11.15am to 11.25am

LOCATION Wintringham head office, 136 Mt Alexander Rd Flemington

IN ATTENDANCE Directors: Jeffrey Gole, Vice President Dr Ian Winter Ian Davidoff Netty Horton Dr Richard Rosewarne David Coombes

Staff: Michael Deschepper, DCEO Helen Small, GMO Elizabeth Davis, HoF (from agenda item 7.0 onwards) Heidi Golz, EA (Minutes)

APOLOGIES Sabine Phillips Bryan Lipmann AM, CEO

Item Action

The President confirmed that Colleen Pearce has resigned from the Board effective 8 October, citing her concern with respect to a potential conflict of interest in her role as Public Advocate and some of the areas where Wintringham provides services.

The Board noted her considerable contribution to the organisation during her relative short period as a Director and the President advised that Colleen will be invited to the December dinner.

3.0 The minutes of meeting 303 held on 7th August were reviewed and Previous accepted as a true and accurate record of the meeting. Minutes

4.0 Board The Action Item Schedule was noted. Action Item Schedule The DCEO advised that all Action Items with the exception of 178, 184 and 189 are considered in this meeting.

The President advised that he has formally advised both John

3 Wise and Dot Lipmann of their Life Membership award, both of whom were delighted. The President will also contact Peter and Lyndy White this afternoon. All will be invited to the December Board dinner.

5.0 Board The 2019 calendar was noted and possible options for 2020 will be Calendar reviewed at the Planning session.

The annual board dinner will be held at DaGuido, 365 Little Collins Street Melbourne, commencing at 7.00pm.

6.0 Company 6.1: Declarations of interest Secretarial There were no new declarations of interest. Matters 6.2: Director Attendance The Board RESOLVED that: Notwithstanding that any director may have missed three consecutive meetings in the last 12 months, this was done with the consent of the Board.

6.3 Christmas hamper presentations Hamper Hamper dates will be distributed to Directors and they are presentation requested to advise of availability. dates

8.0 CEO The President proposed the CEO Report be presented prior to Report consideration of the Financial Statements.

The CEO’s report was tabled and forms part of these minutes.

The DCEO noted recent highlights of having engaged with the Aged Care Minister, Senator Richard Colbeck who will be invited to visit Wintringham on Bryan’s return. There is also a scheduled site visit on the 8th November with Minister Luke Howarth, the Assistant Minister for Social Housing and Homelessness.

Whilst in Canberra the DCEO also met with Jaye Smith (First Assistant Secretary Residential and Flexible Aged Care) and had discussions over matters including service access for under 65’s, AN-ACC and additional ACH funding.

The Chair acknowledged the recent successful accreditations of Circulate sites and passed on the Board’s congratulations to staff and all accreditation that were involved. It was also agreed that the final accreditation reports reports be circulated to Directors.

The Royal Commission has been extended for six months and the recent Wintringham submission focusing on homeless matters is included in the Board pack.

4 The DCEO also noted the disappointing news that SAVVI funding will not be renewed for 2019/20. Ian Davidoff questioned if the State Government had given reasoning behind the decision, at which the DCEO advised that no particular reason had been given and that the CEO will now pursue this matter.

After an in depth discussion it was agreed that Management will SAVVI provide an update on status of SAVVI discussions at the next funding meeting with a more detailed report on mission and financial report implications for Angus Martin in early 2020.

The GMO also highlighted to Directors the securing of SDCU funding for Mooltan Street. Project funding support from the Wicking Trust was a precursor to our successful SDCU application. Shepparton The Shepparton architectural plans were noted with Directors plans for requesting a larger version be distributed. distribution

The Board resolved to accept the CEO’s report.

7.0 Significant 7. 2018/19 financial statements Items of At 8.00am, the President opened a joint meeting of Wintringham Business and Wintringham Housing Limited to consider the draft 2018/19 financial statements for both entities.

The DCEO provided an overview of the process that had been completed to date, including on-site and off-site work undertaken by the auditors, in-house preparation of the financial statements by Wintringham staff and the review of the draft financial statements by the auditors with their feedback incorporated into the final document.

It was also noted that the draft financial statements have been considered by the Board Finance & Risk Committee, with the Committee recommending their approval. Draft minutes of that meeting were included in the Board pack.

The DCEO noted consideration by the Finance and Risk Committee included a focus on the $2 million grant received for Shepparton. The DCEO advised that David Coombes had assisted with the wording to ensure the description of the transaction appropriately references the nature of the transaction to benefit both entities.

At 8.10 am John Phillips and Michael Flanigan from auditors CW Stirling (accompanied by HoF) joined the meeting and provided an overview of the work undertaken by CW Stirling. They advised that they were satisfied that the accounts were materially correct

5 and subject to Director sign-off, a clean audit report will be issued for both entities.

The auditors presented on items of interest including the accounting treatment of peppercorn leases, the ongoing issue of the increase in employee entitlements for both annual leave and long service leave. In response to a question, the auditors advised that leave liability benchmarking data is difficult to secure with legislative and EBA factors influencing organisational leave policies. The DCEO referred Directors to the Operational Risk Report noting average company-wide annual leave liability per person of 172 hours or 4.5 weeks across both entities.

John Phillips congratulated the work of the HoF and her team and thanked the Board for the opportunity to discuss matters. Michael Flanigan added it was an overall smooth process. Change Ian Winter questioned if the term ‘profit’ in the statements could be ‘profit’ to referred to as ‘surplus’, as this would be more suitable terminology ‘surplus’ for for a NFP entity. The Board agreed for this change to be made for both documents both sets of accounts.

Netty Horton questioned if it would be good practice for organisations the size of Wintringham to conduct additional internal audits. John Phillips advised that though Wintringham has adequate controls, additional audits could be considered, especially for payroll due to its material nature and IT with a recent focus on data security and privacy. Employee entitlements The Board requested that management report on the existing controls internal audit approach for payroll and whether additional auditing is recommended.

There being no further questions from Directors, the auditors left the meeting at 8.55am and the Board considered the draft financial statements and related resolutions. Update review of The Board requested that the Wintringham Directors Report operations in Directors review of operations commentary be amended to better tie into the Report organisational objectives.

Ian Davidoff questioned the high cash quantum and what is the responsibility or risk for a NFP showing such a high level of cash and whether the alternative investment management proposal will be re-activated. DCEO confirmed some of the cash balance is capital funding received in advance and that he is currently in conversations with the CEO to approach Equity Trustees to Cash surplus analysis establish and manage the previously approved investment proposal. It was agreed for an update and analysis of the breakdown of cash be given at the November meeting.

6 The Board acknowledged the outstanding performance of the Organisation and thanked the work of Elizabeth and her team.

Financial statements and notes to the financial statements (Wintringham):

Subject to management making the changes noted above, the Board RESOLVED that: The financial statements and notes to the financial statements are drawn up so as to give a true and fair view of the financial position of the company and consolidated group as at 30 June 2019 and the performance of the company and consolidated group for the year ended 30 June 2019, and

The financial statements, and notes to the financial statements have been prepared in accordance with the Australian Charities and Not-for-profit Commission Regulation 2013 and comply with Accounting Standards.

Financial statements - Director’s report and declaration (Wintringham):

The Board RESOLVED that the Directors’ Report and Directors’ Declaration in respect of the year ended 30 June 2019 be approved and signed by Gerard Mansour and Jeffrey Gole on behalf of the Board.

Company’s solvency (Wintringham):

The Board RESOLVED that after reviewing the following matters there were reasonable grounds to believe that the company would be able to pay its debts as and when they become due and payable. The matters considered by the Board included:

 An unqualified audited report for the year ended 30 June 2019.  Company net assets of $47.8 million at year end with no adverse movement since that date.  Net cash at bank (cash excluding cash held on behalf of others) at 30 June 2019 of $16.1 million. Net cash at bank at 30 September 2019 was $15.4 million.  Available and unused overdraft of $1.0 million and further unused loan facilities of $1.5 million at 30 September 2019.  A budgeted surplus before depreciation for 2019/20 of $1.89 million;  The existence of readily realisable assets that may be called upon should the position deteriorate for whatever reason.  2019/20 August year-to-date result of $528,129 that is $129,126 better than budget.

7 9.0 Operational The Operational Risk Report was noted, with Ian Davidoff Risk Report suggesting that the Incident Rate and Increase/Decrease Incident rate increase/ comparison be included in all charts. decrease rate

10.0 None this month. Contemporary Topic for Discussion

11.0 Finance The HOF advised that the 2020 financial year has started on a Report positive note for the two months year to date.

A highlight includes Home Care having a good start to the year with increase in packages helping to meet budget, noting the offset by lower than expected occupancy and ACFI in residential care.

It was noted that the loss of SAVVI funding for Angus Martin SRS will negatively impact the Angus Martin result by $100k this financial year.

The Board RESOLVED to accept the Finance Report.

12.0 Other Item 12.1: Review of Auditor engagement Business Directors considered the review of auditor engagement paper, noting a recommendation from management to change auditors for the 2019/20 financial year and beyond, citing good corporate governance as a contributing factor to the recommendation.

The DCEO recommended that a select tender be prepared to engage auditors of the 2019/20 financial year on a three to five year relationship, and that CW Stirling be excluded from this tender. Management recommend that ShineWing and Grant Thornton be included in the tender process.

The Board RESOLVED to change auditors for the 2019/20 financial year and beyond, with management to undertake a select tender process and make a final recommendation to the Board.

The Board requested that CW Stirling be thanked for their services over many years and they be ensured that this audit rotation is not a reflection of their services.

Item 12.2: Residential funding model overview The GMO advised the Board that Port Melbourne and Ron Conn have been accepted to participate in the AN-ACC trial.

Richard Rosewarne was concerned that losing the homeless and viability supplement is high risk notwithstanding that AN-ACC

8 notes a specific funding multiple for homeless services.

The Board noted the potential danger if AN-ACC is introduced, and requested updates at each Board meeting with respect to AN-ACC advocacy and other actions being taken by management to ensure advocacy the hard fought gains that achieved through the introduction of the strategy Homeless supplement are not lost.

Item 12.3: Board policy review Board policy Due to time constraint, the board policy review has been deferred review to the November meeting. deferred

Victorian Homeless Award The Board acknowledged the awarding to Bryan of the Beth Thomson Lifetime Achievement Award, as part of the 2019 Victorian Homelessness Achievement Awards held in Melbourne on Monday afternoon.

The meeting closed at 9.10am and re-opened at 11.15am to ratify the following recommendations considered during the Board planning day.

The Board noted and endorsed the Board Briefing Paper titled Pathway for responding to the requirements of Standard 8 (Organisational governance) of the Aged Care Quality Standards.

The Board RESOLVED to approve 1. The establishment of a new Board Committee to be named Clinical Governance Committee (CGC). 2. CGC composition to be a minimum of three independent Directors (or independent experts appointed by the Board) and the CEO (or nominee) as an ex-officio member. The independent directors (or their representatives) will hold the position of Committee Chair