Directors report

Corporate Structure

Uniting (Victoria and Tasmania) Limited (Uniting) is a company limited by guarantee under the Corporations Act 2001 (Cth) and domiciled in Australia.

Nature of operations and principal activities

The principal activities during the year were to advance social welfare by providing support to people in need.

Employees

Uniting employed 3,835 employees as at 30 June 2018 (2017: 3,639 employees).

Volunteers and donations in kind

The Agency has 3,015 (2017: 3,517) volunteers who make an invaluable contribution to the work of Uniting. During the financial year under review, the volunteers provided approximately 1,358,517 (2017: 1,307,469) hours of service which would equate to approximately $48.431 million (2017: $30.071 million). Uniting also received donations in kind valued at approximately $3.574m (2017: $0.275m) which have not been recognised in the financial statements.

Review of results of operations

Entity overview

Uniting (Victoria and Tasmania) Limited is the principal community services organisation of the Uniting Church in Victoria and Tasmania.

Social welfare activities provided

Uniting delivers 834 (2017: 770) programs and services that enrich communities in Victoria and Tasmania. These programs support and counsel people in crises and include homelessness services, youth and children’s services, accommodation, disability services and emergency relief and deliver such services in ways which promote human dignity. The entity also promotes research into community needs and advocates attitudes and actions which aim to lessen disadvantage, poverty and exclusion in the community.

Operating results for the period

Uniting reported a loss for the year of $0.9 million (2017: loss $0.016 million). The total revenue of Uniting for the year was $280.6 million (2017: $261.6 million).

Dividends

Uniting is a not for profit charitable company operating under a constitution which prohibits the payment of dividends or distribution of profits. 52 Uniting Vic.Tas Annual report 2017–2018 Uniting Vic.Tas Annual report 2017–2018 53 Director’s report

Review of Financial Condition

Capital Structure

The total equity of Uniting at 30 June 2018 was $289.2 million (2017 restated: $287.5 million), a increase of $1.7 million compared to the prior year.

Cash from operations

Uniting’s net cash outflow/inflow from operating activities during the financial year was an inflow $15.4 million (2017 restated: inflow $6.5 million).

Liquidity and funding

Uniting has sufficient liquid resources to fund its operating activities with $79.0 million of cash and cash equivalents (2017 restated: $75.7 million).

Non-Audit Services Provided By Ernst & Young

During the financial year Ernst & Young provided additional accounting advisory services to Uniting management. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Australian Charities and Not-forprofit Commission Act 2012. The nature and scope of the non-audit service provided means that auditor independence was not compromised.

Events After Reporting Date

From 1st July 2018 Uniting has assumed control of Tadpac Print, a not for profit disability enterprise operating in Tasmania.

Environmental Regulations

There have been no significant known breaches by Uniting of the environmental regulations to which it is subject.

Likely Developments and Expected Results

Uniting’s future operating results are expected to be consistent with its past performance.

Indemnification and Insurance of Directors and Officers

During the financial year Uniting provided insurance cover to directors and officers. This insurance policy provided indemnity to directors and officers against liability at law for damages or claims made against them by reason of wrongful acts committed by them in their capacity as directors or officers of the entity. The policy also provides provisions to reimburse the entity for payments of legal costs and damages incurred by directors or officers of the entity where permitted by law. The amount of annual premium paid for the insurance cover was $77,690.

Directors and Other Officers Remuneration

The Uniting (Victoria and Tasmania) Limited constitution provides for Directors to be paid reasonable remuneration for undertaking the ordinary duties of a Director.

The Board examines and assesses the remuneration of the Executive Team by referring to the relevant employment market.

Corporate Governance Statement

Background

In mid-2016 Synod Standing Committee approved the joining together of 21 existing UnitingCare agencies in Victoria and Tasmania, Wesley Mission Victoria, Synod led Early Childhood Services (ECS) and Share to create Uniting (Victoria and Tasmania) Limited.

Following both external and internal legal advice, the assets and liabilities of the existing 21 agencies were transferred to the corporate structure of Wesley Mission Victoria, enabling the new organisation to have a formal and legal basis in which to act in accordance with legislative requirements, related Church entities and legal frameworks, ASIC and ACNC requirements. This approach also allowed for a bona fide structure for government and non-government funding arrangements to be transferred to the Uniting (Victoria and Tasmania) Ltd entity. The first set of consolidated annual financial statements were prepared for the 2016/17 financial year.

On 3 October 2016 the new Uniting Board was formally appointed. At the same time the Boards of the 21 UnitingCare agencies concluded their appointment and the directors of Uniting were each appointed as the directors of each of the 21 unincorporated UnitingCare boards.

During the 2016/17 year when the Board of Directors met, it did so as the Board of Uniting (Victoria and Tasmania) Ltd and as the Board of each of the 21 unincorporated entities. On 1 July 2017 the operations and assets and liabilities of the 21 UnitingCare agencies were transferred to Uniting.

Preparations for the cancellation of the 21 unincorporated UnitingCare agency ABN’s is progressing and is expected to be completed by the end of 2018. This will coincide with dissolution of the 21 unincorporated entity Boards.

During the course of the year the Board has reviewed proposals and undertaken due diligence examination of the organisation known as TADPAC (Tasmanian Association of Disabled Persons Abilities Centre). Following resolutions by both boards, TADPAC personnel, assets and liabilities will be transferred to Uniting on 1 July 2018.

Board Composition

Members of the Uniting Board are appointed by the Synod Standing Committee in accordance with the requirements of the Victorian and Tasmanian Synod, Uniting Constitution and By-Laws. The Board is currently made up of ten members including the Chair, Deputy Chair and Chief Executive Officer (CEO) and carries one vacancy.

The following Directors were reappointed during the reporting period following the expiry of their initial term at the 2017 Annual General Meeting in accordance with the Constitution:

Robyn Batten – reappointed for a further three-year term, concluding no later than the 2020 Annual General Meeting

Mark Heintz – reappointed for a further three-year term, concluding no later than the 2020 Annual General Meeting

Linda McCrorey – reappointed for a further three-year term, concluding no later than the 2020 Annual General Meeting

The above re-appointments were approved by the Uniting Church of Australia Synod of Victoria and Tasmania Standing Committee in accordance with Section 7 of the Uniting Constitution.

There were no other changes to Directors during the reporting period.

Board Procedures and Policies

The Board’s Governance Charter was developed in accordance with the ACNC Governance Standards. The Charter outlines the roles, responsibilities and terms of reference of the Board and each of its Committees. It also includes Uniting’s Code of Conduct; which all new Board members are required to sign. The Charter requires that the performance of the Board and CEO be reviewed on an annual basis.

The CEO is a voting member of the Board. Uniting maintains a register of Director’s interests and any potential conflicts of interest are recorded annually and reviewed monthly as part of normal Board meeting procedures.

The Board receives regular reports and presentations from senior executives on strategic, financial and operational performance, enterprise risk management, key policy decisions, social justice, research activities and Church policy and relations.

Board Sub-Committees

The Board has established committees to assist the Board in fulfilling its responsibilities. Each committee has its own terms of reference or Charter which set out the authority delegated to it by the Board and details the manner in which the committee is to operate. Each of the Board committees review and monitor relevant performance data against established key performance indicators.

During 2017/18 the Board approved committees were:

  • Audit and Risk Committee
  • Church and Community Engagement Committee
  • Finance, Investment and Property Committee
  • Governance Committee
  • Quality and Clinical Governance Committee

Audit and Risk Committee

The purpose of the Audit and Risk Committee is to assist the Board in fulfilling its statutory, fiduciary and regulatory responsibilities relating to enterprise risk management and compliance, as well as fostering ethical practice and risk informed decision making. The Committee oversees the development and maintenance of risk management systems, internal control systems, compliance with applicable laws and the appointment of the external auditor. The Committee also reviews the Annual Financial Statements jointly with the Finance, Investment and Property Committee.

Church and Community Engagement Committee

The purpose of the Church and Community Engagement Committee is to ensure that adequate policies, plans and processes are effective in maintaining constructive and mutually beneficial relationships across the Church at congregational, Presbytery, Synod and Assembly levels; provide appropriate opportunities for community input to programs and fosters strong and mutually beneficial partnerships with a broad range of groups, networks and organisations.

Finance, Investment and Property Committee

The purpose of the Finance, Investment and Property Committee is to assist the Board in ensuring that adequate policies and procedures, systems and processes are in place and that they adequately support the organisation to i) meet its financial and accounting obligations, ii) manage and monitor the financial performance of its investments and iii) meet its obligations in relation to the development, ownership, maintenance and use of property. This Committee also reviews annually the Uniting Budget Policy.

Governance Committee

The Governance Committee assists the Board to discharge its oversight and monitoring responsibilities under the constitution for Uniting (Victoria and Tasmania) Ltd including monitoring the processes and governance of the Board, reviewing periodically the policies to be adopted by the Board on an enterprise wide basis and oversees the Board’s reporting and accountability framework. This includes facilitating the Boards consideration of the CEO annual performance plan and review of performance against that plan and monitors the processes for setting Board and Executive remuneration.

Quality and Clinical Governance Committee

The purpose of the Quality and Clinical Governance Committee is to ensure that appropriate and effective clinical governance systems are in place across the organisation specifically in relation to clinical safety, clinical risk, quality and scope of practice. The Committee promotes forward planning that minimises risk and identifies opportunities and alternate ways to achieve better results for our community. Uniting (Victoria and Tasmania) Ltd engaged independent firm, Ernst and Young, as external auditor for the two reporting periods spanning July 2016 to June 2018. The Board of Uniting (Victoria and Tasmania) Ltd is proud to present the organisation’s second Annual Financial Statements which reflect the combined results of the founding 24 entities consolidated effective 1 July 2017.

Signed in accordance with a resolution of the Directors.

Ms Bronwyn Pike
Chairperson of the Board of Directors