304th MEETING OF THE BOARD OF DIRECTORS 18th OCTOBER 2019 Please note that John Phillips and Michael Flanigan of auditors CW Stirling will attend the Board meeting at 8.00am 10th October 2019 To: N. Horton J. Gole D. Coombes B. Lipmann R. Rosewarne G. Mansour C. Pearce I. Davidoff I. Winter S. Phillips C.C.: M. Deschepper H. Small NOTICE OF THE THREE HUNDRED AND FOURTH MEETING OF THE BOARD OF WINTRINGHAM TO BE HELD AT 136 MT ALEXANDER RD, FLEMINGTON ON WEDNESDAY 7TH AUGUST, 7.30am to 9.00am Enclosed: 1. Agenda for Meeting No. 304 2. Draft Minutes of Wintringham Board Meeting No. 303 3. Board Action Item schedule 4. 2019 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 1 WINTRINGHAM BOARD OF DIRECTORS’ MEETING No. 304 TO BE HELD ON FRIDAY 18TH OCTOBER 2019 Item Agenda item Attach Time 1 Present 7.30 2 Apologies 3 Approval of Minutes of Meeting 303 Yes 4 Board Action Item schedule Yes 5 2019 Board Calendar Yes 6 Company secretarial matters 6.1 Declarations of interest 6.2 Director’s attendance (annual declaration) Yes 6.3 Christmas hamper presentations – board attendance Yes 7 Significant items of business 7.1 Financial Statements Yes and (to be considered jointly with Wintringham Housing Limited) separate PDF (includes minutes of the Finance & Risk Committee meeting to review the financial statements) Yes 7.2 CEO/DCEO declaration in relation to the financial statements Yes 7.3 Management representation letter Yes 7.4 Resolutions for 2018/2019 financial statements 8 Chief Executive Officer’s Report Yes Royal Commission submission Separate PDF 9 Operational Risk Report Yes 10 Contemporary topic for Board discussion None this month 11 Finance Report Yes Finance and Risk Committee meeting minutes – refer 7.1 12 Other Business 12.1 Review of Auditor engagement Yes 12.2 Residential funding model overview Yes 12.3 Board policy review separate PDF 13 Meeting close 9.00 2 MEETING Wintringham Board Meeting No. 303 CHAIR Jeffrey Gole, President DATE & TIME Wednesday 7TH August, 2019 7.30am LOCATION Wintringham head office, 136 Mt Alexander Rd Flemington IN ATTENDANCE Directors: Gerard Mansour, Vice President Dr Ian Winter Ian Davidoff Netty Horton Dr Richard Rosewarne Sabine Phillips Staff: Michael Deschepper, Acting CEO Phil Goulding, Acting GMO Elizabeth Davis, Acting CFO Heidi Golz, EA (Minutes) APOLOGIES Dr Colleen Pearce David Coombes Bryan Lipmann AM, CEO Helen Small, GMO Item Action The Chair welcomed Sabine Phillips to the Board and expressed how pleased the Board are in having Sabine join the Wintringham Board, considering her extensive expertise and background working in and advising to the Aged Care Sector. 3.0 The minutes of meeting 302 held on 6th June 2019 were reviewed Previous and accepted as a true and accurate record of the meeting. Minutes The Vice President added that with respect to the new Aged Care Standards, in addition to the video that has been shared with Directors, further training is still to be undertaken by the Board. 4.0 Board The Action Item Schedule was noted. Action Item Schedule The ACEO advised that the timing of AI174 – Home Care review of the CDC model, will be subject to confirmation when the GMO returns from leave. 3 AI 182 - further details to be presented to the Board for AN-ACC, is scheduled for the October meeting. The ACEO also advised that the Finance and Risk Committee have requested that the ICT strategy paper be presented to the Board at the next meeting. 5.0 Board The 2019 calendar was noted. The ACEO noted in particular the Calendar updated 18th October joint Board meeting and Planning Day. 6.0 Company 6.1: Declarations of interest Secretarial There were no new declarations of interest. Matters 6.2: Election of office bearers In response to the President’s previously reported decision to step down as President (but remain on the Board) at the conclusion of this Board meeting, Directors considered the election of office bearers for the period to the next Annual General Meeting scheduled for November 2019. ACEO assumed the Chair, calling for nominations for the position of President. Gerard Mansour was the sole nominee, and was duly elected President. Nominations were called for the position of Vice President. Ian Winter nominated Jeff Gole who accepted the nomination and as the sole nominee was elected. It was noted that in accordance with the Board Policies, the President, Vice-President and CEO become members of the Executive Committee. 6.3: Updated Directors details Directors Director’s details have been updated to include Sabine Phillips and email addresses subject to a correction will be available on the Wintringham updated Directors portal. 7.0 Significant None this month. Items of Business 8.0 CEO The CEO’s report was tabled and forms part of these minutes. Report The ACEO highlighted 1.1.3 the Home Care Innovation Fund noting that unfortunately Wintringham was not successful in this funding application. He did advise that Wintringham will continue to pursue opportunities to secure additional case management funding for our clients. 4 In regards to 1.1.5 Standards and accreditation, the Board were advised that Port Melbourne underwent accreditation last week and the AGMO advised that though we will not receive formal notification until twenty-eight days after the visit, positive feedback was provided by the auditors at the conclusion of their site work. Sabine Phillips questioned if clinical governance reporting to the Board was a focus at the accreditation at which the AGMO confirmed that though not in this instance, our expectation was that if there were gaps or risk areas found, then clinical governance oversight would be investigated. Distribute accreditation Following further discussion the Board requested that the report to the accreditation report be distributed to the Board once finalised. Board out of session At the topic of 1.1.6 Royal Commission, the Chair and the Board congratulated the CEO and Kate Rice, Manager at Gilgunya, immensely for the extent of their work contributing to, and Royal presenting at the Royal Commission hearing. The Board passed Commission on their acknowledgement of the amount of work that this involved letter to CEO and KR and requested that a letter of appreciation to both be prepared. The ACEO briefed the Board on the recent opening of the fourth Wintringham art show, which was a success and thanked Gerard Mansour, who along with Jodi Kennedy, GM of Philanthropy at Equity Trustees, opened the exhibition. The ACEO also noted the upcoming 30th year celebrations taking place across all Wintringham sites on August 21st to which all Board members are invited to attend. 9.0 None this month. Contemporary Topic for Discussion 10.0 Finance The ACFO advised that the 2019 financial year has ended on a Report positive note with the company wide result being above budget with the additional residential care funding significantly contributing to the above budget outcome. With the CDC home care programs having performed positively over the past months those programs ended the year only marginally under budget. The methodology of splitting ownership of the recently acquired Shepparton land between Wintringham and Wintringham Housing was questioned and the ACFO confirmed that the land is to be allocated between the two entities based on their respective lots when the site is finally sub-divided post completion. Detailed documentation will be available to support the transaction methodology. 5 Ian Davidoff questioned where the risks and opportunities are in Report on budget risks the budget going forward and if this could be made visible to the and Board in each finance report. The ACFO agreed and will present opportunities further on this. The minutes of the Finance and Risk Committee meeting no. 12 held on the 24th of July were presented with Richard Rosewarne paying particular mention to the presentation by the Technology Manager Shane Van Houten around the ICT, the Tasmania service paper and the annual asset carrying value review. The Board RESOLVED to accept the Finance Report. 11.0 The AGMO presented the Operations Report which was prepared Operational to align Board visibility over governance matters required by the Risk Report Aged Care Quality Standards, in particular Standard 8. With the ACEO noting that this report is still work in progress and management continually welcome feedback given by the Board and the recently established clinical governance working group. Feedback included that the language currently in the report is more descriptive of the process, and suggested that the Board would prefer to see the outcomes and the systemic response to issues and incidents. The Board acknowledged that clinical governance reporting will be separately considered in Agenda item 12.1, but noted that a key area for consideration with respect to the new Standards and specifically clinical governance is what questions the Board should be asking and what expertise is required to ensure the right questions are being asked. Ian Davidoff asked for clarification about the metrics included in the key Standard Operating Procedures. 12.0 Other Item 12.1: Clinical Governance Business A wide-ranging discussion was led by the Vice President with respect to clinical governance and the newly created working group, in the light of the responsibilities for Boards resulting from the introduction of the new aged care standards. The Vice President requested that the recommendations noted in the accompanying paper be deferred to the Board Planning Day to allow the working group to further consider the issues. This includes the need for discussion about the implications on both the organisation and the role of Directors if a new clinical governance committee is created.