Constitution of Evolve Housing Limited
Evolve Housing is governed by a body of fundamental principles and established precedents contained in its constitution.
Our Board of directors
Our skills-based board brings a wealth of industry and related professional expertise to Evolve Housing, providing sound, ethical, and legal governance and financial management policies, for a sustainable, impactful organisation.
Our Board of directors are committed to sound corporate governance, helping us to achieve our vision and mission while remaining accountable and transparent in everything we do.
The Board Governance Charter supports our board in demonstrating our commitment and capability.
Our Board committees
As a Tier 1 nationally registered community housing provider, Evolve strives to meet and exceed the highest standards of sector governance. Our Board of directors and the Evolve team are committed to sound corporate governance as the foundation for achieving our vision, mission and strategy, and remaining accountable and transparent in our dealings.
The Evolve Board has established various committees comprising Board members with the relevant specialist expertise to focus on specific issues and make recommendations to the Board. Each committee’s remit is set out in its Terms of reference. Committee meetings are scheduled in advance for the year, with flexibility for additional meetings to be called if required.
The Finance, Risk and Audit committee is responsible for overseeing risk management and controls and for ensuring the integrity of financial reporting.
The Strategic Projects Assessment committee is responsible for considering investment decisions, conducting risk assessments, and making recommendations to the Board around strategic projects, including potential development acquisition and partnership opportunities.
The Governance, Nomination and People committee is responsible for overseeing the organisation’s governance framework and practices. It is also responsible for recommendations to the Board on the selection, appointment, remuneration and retention policies for the Board and CEO, succession planning and Board review.
Our Group Executive team
Our Group Executive Team (GET) are highly qualified professionals responsible for strategic development and leadership, operational plan execution, and the high level management of people and performance.
Code of Conduct
It is Evolve’s policy to engender an environment of inclusiveness, trust and integrity while serving the needs of our customers and stakeholders. We do this by requiring directors and employees to:
- demonstrate behaviours which support and are consistent with the organisation’s core values;
- perform duties in a professional manner;
- adhere to Evolve policies and relevant law, standards and applicable third party policies and procedures;
- act appropriately when a conflict arises between self-interest and duty to the organisation;
- exert responsible stewardship of organisational resources;
- uphold and enhance the reputation of the organisation.
Directors and employees are required to adopt the following core values at all times in the workplace with colleagues and all other stakeholders, including housing applicants, residents, government authorities, partners and suppliers.
Inspiration – we instill the motivation and courage to do it better
Honesty and Integrity – we act with sincerity; we do what is right not what is easy
Empathy – we understand what others are going through and are there to help
Accountability – it’s what we do and do not do, for which we are accountable
Respect – we show people they are important to us by what we say and do
Evolve has a zero tolerance policy to domestic and family violence, which includes any act of violence, abuse, or intimidating behaviour that may result in physical, sexual, emotional, financial or psychological harm, suffering or cause fear.
Conflict of interest
It our policy to avoid conflicts of interest wherever possible, and, where any such conflicts do arise, to manage them through a conflict of interest management framework. This framework aims to:
- avoid conflicts of interest where possible;
- identify and disclose any conflicts of interest;
- carefully manage any conflicts of interest;
- respond to any breaches.
Evolve is committed to achieving and maintaining high standards with regard to behaviour at work, service to the public, and in all our working practices. Staff are expected to conduct themselves with integrity, impartiality and honesty.
We foster a culture that encourages the challenge of inappropriate behaviour at all levels. To support this, we encourage workers to report genuine concerns about malpractice, illegal acts, or failures to comply with recognised standards of work without fear of reprisal or victimisation.
We do not tolerate harassment or victimisation of a genuine whistle blower (including informal pressures) and will treat such conduct as gross misconduct which, if proven, may result in dismissal.
Gifts and benefits
We are committed to being a professional and ethical workplace. This can only be achieved and maintained if the community is confident that staff are not influenced by gifts, benefits and bribery.
Risk management and control assurance
At Evolve, we understand the importance of an effective Risk Management Framework to protect key stakeholders from adverse events, and to support the pursuit of opportunity.
Our Risk Management Framework provides the foundations and organisational arrangements for designing, implementing, monitoring, reviewing, and continually improving risk management throughout the organisation. This establishes a mandate and commitment to the management of risk, and details the procedures by which risk management will be implemented within the organisation.
Effective implementation of the Framework will, among other things, result in:
- increased likelihood of achieving objectives;
- better decision-making and planning;
- better identification of opportunities and threats;
- proactive rather than reactive management;
- more effective allocation and use of resources (human, financial, and intellectual);
- improved stakeholder confidence and trust;
- improved compliance with key regulatory requirements;
- improved internal control environment;
- better corporate governance;
- enhanced communication and reporting of risk.
We recognise that in order to achieve our objectives and capitalise on opportunities during a period of growth, we need to accept some level of well managed risk inherent in:
- property acquisition and development;
- provision of innovative services to tenants;
- increased reliance on partnerships with other service providers.
At the same time, we have little or no appetite for risks that could:
- compromise staff and/or tenant safety;
- damage the organisation’s reputation, particularly in the eyes of funding bodies;
- result in loss of registration as a community housing provider.
We use a structured and proactive approach that can be applied organisation-wide to support management of strategic, operational, financial, regulatory and other risks.
The key components of this approach are:
- establish the context;
- identify risks;
- assess inherent likelihood and inherent impact, i.e. determining the inherent risk rating;
- identify and assess key controls to mitigate the risks;
- assess residual likelihood and residual impact, i.e. determining the residual risk rating;
- represent risk rating on the risk map;
- continuous monitoring and regular reporting.
The Board is ultimately responsible for adopting and committing to the risk management policy. We also have designated ‘risk owners’ who play a key role in our Risk Management Framework.
Responsibilities specific to the Risk Management Framework include:
- reviewing and approving the Risk Management Framework;
- providing feedback to the organisation on important risk management matters/issues raised by management;
- supporting management in communicating the importance and benefits of good risk management to stakeholders;
- fully considering risk management issues contained in Board reports;
- identifying and monitoring emerging risks.
The Finance, Risk and Audit Committee (FRAC) is responsible for overseeing the overarching Risk Management Framework and providing a forum to discuss key risk management issues.
The Chief Executive Officer is responsible for leading the development of an organisation-wide risk management culture across the business, and ensuring that the Risk Management Framework is being effectively implemented. Specifically the Chief Executive Officer is responsible for:
- reporting known potential risks, emerging risks or major incidents to the Board in a timely manner, where appropriate;
- determining if the levels of residual risk are acceptable;
- ensuring that risk management activities are aligned to the organisation’s strategy and objectives;
- ensuring sufficient funds are available to support effective and efficient management of risks.
The Group Executive team is responsible for:
- establishing and reviewing the processes for identifying, monitoring and managing significant business risks;
- overseeing and monitoring the implementation of our Risk Management Framework;
- monitoring the implementation of action plans to address risk and control weaknesses;
- identifying and monitoring emerging risks.
The Governance team is responsible for coordinating the processes for the management of risk throughout the organisation. This may include the provision of risk and compliance advice to all areas on risk management matters. Specific responsibilities include:
- ensuring the Risk Management Framework remains relevant and appropriate for the organisation;
- making recommendations on all aspects of the Risk Management Framework to management and risk owners;
- providing advice and support to the Board, the FRAC, the Executive team and all staff on risk management matters;
- providing or co-ordinating the delivery of appropriate and relevant training to staff to promote a positive risk, compliance and control culture;
- periodic review of key risk management related documents including risk register, risk profiles, policies, plans, procedures and authorities;
- conducting control assurance activities;
- periodic reporting on the status of key risks and risk treatment plans to the FRAC and Executive team.
All staff are required to act at all times in a manner which does not place at risk the health and safety of themselves or any other person in the workplace. Staff should provide input into various risk management activities. Staff are responsible and accountable for taking practical steps to minimise our exposure to risks including contractual, legal, and professional liability in so far as reasonably practicable within their area of activity and responsibility.
All staff must be aware of operational and business risks. Particularly, they should:
- provide input into various risk management activities;
- assist in identifying risks and controls;
- report all emerging risks, issues and incidents to their manager or to the Governance team;
- adhere to Evolve Housing policies and procedures.
Evolve also has a Control Assurance Framework that sets out our assurance approach to reviewing and testing key controls within the organisation.
The Control Assurance Framework is anchored around the Risk Management Framework, which articulates a solid risk and control architecture methodology. It prescribes an integrated approach to testing the adequacy and effectiveness of risk management across risk categories by:
- identifying all material risks and the key controls used to manage those risks;
- testing the design and operating effectiveness of those controls.
Control assurance activities are expected to be:
- sufficiently independent of control designers, owners and performers to provide an objective, impartial and unbiased opinion on control effectiveness;
- more continuous with monitoring and testing of key controls than traditional Internal Audit activities;
- risk based, using Inherent Risk assessments as a starting point, with more frequent and detailed testing of higher risk areas;
- focussed on testing of key controls (not all controls) that management places reliance on;
- flexible and agile, with the ability to shape the approach around unique Business Unit attributes and to change the test plan as the risk environment changes;
- structured around end-to-end reviews of key processes;
- active in the promotion and support of the Business Units’ development of the risk and control environment – where the Business Unit testing methodology or self-attestations are considered adequate. Reliance may be placed on the results of that testing (subject to satisfactory review and back-testing).
At Evolve, we recognise that compliance risk and its related compliance obligations have to be managed proactively and effectively, within a culture of compliance embedded across all business activities of the organisation.
Governance, strategy, risk management and compliance are key requirements of growing community housing organisations. Community housing providers are increasingly adopting improved governance structures and processes at a Board and management level as a platform for expanding capability and increased specialisation within and between community housing organisations.
Our approach to managing regulatory compliance risk and obligations is to proactively identify, assess, mitigate and continuously monitor compliance risk.
Our Compliance Framework demonstrates our commitment to compliance and to our compliance obligations. Our approach to establish, implement, maintain, evaluate, and improve our compliance management system includes:
- embedding an effective compliance culture across Evolve Housing;
- identifying and managing compliance risk and obligations;
- preventing instances of non-compliances;
- detecting non-compliance instances in a timely manner;
- responding to and resolving non-compliances effectively and in a timely manner.
The Compliance Framework is made up of three (3) key elements and four (4) key processes:
|Key Elements – Embedding compliance culture|
|Key Processes – Identify, prevent, detect, and respond to compliance issues|
Evolve operates within a highly regulated sector. As a public company limited by guarantee, we are subject to the Corporations Act 2001. As a registered charity (and public benevolent institution), we are regulated by the Australian Charities and Not-for-Profits Commission, with residual reporting requirements to the Australian Securities and Investment Commission, and the Australian Taxation Office.
Under the National Regulatory System, Evolve Housing is a Tier 1 Registered Community Housing Provider, having met the highest level of performance requirements and regulatory engagement.