Department of Health

Board Director Induction Training Webinar Series 2021 Session 2

  • 27 September 2021
  • Duration: 1:23:33
  • Thank you and good afternoon everyone. I would like to first acknowledge the first people and traditional owners of the land on which you stand. I pay my respects to their elders past and present, and to elders from other communities who may be here today. Representatives of the world’s longest continuing culture. 

    Unfortunately, I am unable to be with you in person to welcome both new board service directors and those returning for renewed terms. Thank you for accepting your role as Health Service Board Director, I hope that you find this role as personally rewarding experience as you contribute to the local community and the state as a whole.

    There are 13 metropolitan and six regional public health services as well as 60 public hospitals, Ambulance Victoria and Healthshare Victoria to which the government appoints directors. 

    As a board director, you are accountable to the government on behalf of the people of Victoria for the performance of your health service. Each health service board works with me as the minister for Health and in accordance with government policy. Your role as a board director is important, and challenging, overseeing the strategic direction and financial and service performance for their health service. As well as keeping in mind, the opportunities for surrounding health services and improvements to the broader health system. 

    In addition, you are responsible for governing your health service by meeting the regulatory and government policy requirements and standards. Some of these include developing statements of priorities and strategic plans for the operation of the Health service. Monitoring compliance with those statements and plans, and developing financial and business plans, strategies and budgets to ensure the long term viability of your health services.

    Directors are not expected to participate in the day to day operational management of the health service. That is the role of the CEO and the executive team. The board is, however, collectively responsible for monitoring the performance of the CEO. I encourage you all to familiarize yourself with the Operation Meroo Special Report released in April 2021 by the Independent Broad based Anti Corruption Commission into alleged corruption that occurred in Victoria. This report is an incredibly valuable resource for all board directors into their role. 

    We've also adopted the National Weighted Activity Unit (NWAU) as the basis for funding in 2021. This now aligns us with other states and territories and meets the commitment made under the National Reform Agreement. To implement a national funding model using the National classification system will reduce the conversion effort and allow greater comparability between the Victorian health services and our peers. In other jurisdictions. Health services will now also have more flexibility to move resources across services in this model. This new funding model will be important to understand as you develop your financial and business plans.

    Boards will play a vital role in supporting the implementation of the new Service partnership strategy and ensure the delivery of priorities. As system leaders the ability of boards to model and foster collaboration will be critical drivers of the Health Service partnership success. 

    Your actions as a board director are likely to involve the oversight of changes due to the two recent Royal Commissions to deliver reform into aged care founded on the principles of respect, care and dignity, and create a future mental health and wellbeing system that provides holistic treatment, care and support for all Victorians.

    The COVID-19 pandemic has placed additional pressures on our service delivery and consequently on our governance and I am grateful for your time and commitment. This pandemic is not over and I thank you for your continued efforts as we work to overcome the ongoing and lasting challenges to our sector.

    I look forward to working with you to ensure we build a stronger and more resilient Victorian health system.

    Tonight we've had an introduction from the Minister for Health, the Honorable Martin Foley, and we have a number of speakers lined up that I'll introduce you to in a moment, but I'd like to, firstly begin by acknowledging the traditional custodians of the lands on which we are meeting across Victoria and pay respects to elders past and present, and any Aboriginal Torres Strait Islanders Elders who might be here with us this evening.

    The session tonight is focusing on director’s legal responsibilities and our first speaker is Bob Cameron who is the Chair of Bendigo Health Service. We then have Jared Heath who's a Partner at Corrs, Chambers and Westgarth and an advisor to the General Counsel for the Department of Health, talking about the enabling legislation and responsibilities of directors. 

    Then Nikki Vincent, who is the Commissioner for Gender Equality, talking about the implication of the new Gender Equality Act in Victoria in relation to health services and particularly board responsibilities. And then Julia Griffith, who is the Deputy Commissioner at the Victorian Public Sector Commission (VPSC), and Julia, will be talking about the VPSC guidance to directors and their obligations in relation to the Code of conduct and conflict of interest, gifts and benefits, and so forth.

    I want to tell you at the beginning, it's a very content rich program, so not everything that's in the slides will be covered. But the slides will be circulated to you following the meeting. So you'll get both the video link of the presentation and a link to the slides. We have more on the slides that the speakers will be able to cover, but we hope that they will be a resource for you and you're welcome to share them with any of your colleagues who haven't been able to join tonight and share the link in relation to the webinar.

    We normally finish at 5:15pm, but because we have additional content tonight will go through till 5:30 will have questions and answers at the end and I want to let you know about the Q&A function and ask you to post any questions that you'd like to as we go along and also to have a look through the questions that are already there and indicate with a thumbs up. If you like those questions to help us prioritize at the end, and any questions that were not able to get to. If it's possible will follow up after the session. So, I think the most important thing is to say that those who take on the responsibility of acting as directors in Victoria's public health sector, whether it's in a public hospital or public health service, and Early Parenting Center, or the other agencies who are part of this process is providing serious service to the community and putting themselves at some risk. And so you need to really clearly understand your responsibilities. But also to know that there's a lot of resources and support both print material, online material and people, like your colleagues and others who are here to help you. So, we hope you find it a very rewarding experience. And thank you for taking it on.

    And I'd like to now hand to the Honorable Bob Cameron, who is the Chairperson of Bendigo Health to talk about directors legal responsibilities, over to you Bob.

    Thank you Jo.

    I just firstly congratulate the many of you who are new, who for this year will be your first year on a healthcare board. For some of you will already be there and for some of you might have previously been on the board and you're coming back now, and to think about really, your role in the governance of your organization and your part in the system, but also that really what you're in the business of doing is making good change. 

    And I just want to tell you a story. It works better in person but, I just want to tell you a story about a family that went on a holiday, in one of those countries where occupational health and safety in the land are not high or not high order. It's a terribly hot place. They're in a tin shed, no air conditioning. Finally, they get told they can get onto the plane, so they walk across the hot tarmac and then hop in the plane. And there's no air conditioning again, and out on the wing there’s a couple of fellows smoking, wearing thongs, rusty old tools, fiddling away with the engine, and there's an announcement to say, look we're very sorry, ladies and gentlemen, but the captain says we have to change the engine. There's going to be a long delay. A few minutes later, there's another announcement, to tell everybody put your seat belts on we're leaving soon. We've had a change of captain. Now I tell this story simply to illustrate that, there’s good change, and there's bad change and we all have to be invested in good change, and one of the challenges in the health system is there is so much compliance like there's buckets and buckets of compliance. 

    I've had the Audit Committee today at Bendigo Health and there was 450 pages, 90 per cent of those pages were about compliance, end of year, type of interview, type of activities, mainly, and meeting this requirement, and that requirement. And I can see some faces on the screen, and a lot of nodding going on, we're in that season. Got to also remember we've got to do the compliance, but we've got to enhance the business. We've got to improve the business, and we've got to make sure that we create the headspace for ourselves and our executive so that we can so that we can bring that about. 

    So, my first slide is about individual accountability, and the government really wants to get the value out of you. So, on my own board, people if they come and they don't come from the health sector on the board. They ask what do you want me to do? They're all very keen. I go, in the first year and sometimes even the second year if they come with no knowledge, I don't want you to do anything.

    But in a year's time I want to be able to have a conversation with you, and for you to be able to actively contribute. And that means a lot of learning. A lot of learning about the organization, but a lot of learning about the health system, because ultimately, you're appointed for three lots of three years and the first couple of years. Sure, you're getting up to speed, but after that, that's when you will be, that's where you will get putting, all of all the value that we hope to get out of you, in the system.

    So, you've got to act always in the interest of the health service. You've got to act with integrity, and you gotta hold each other to account. You've got to do the work, do the reading, understand what's being being talked about, and if you don't understand, raise it with the chair, raise it with the chair of a committee. A lot of these things, really are the law of common sense, but it's very important that you do that, and just not look beyond the obvious and be curious about things. That's very, very, very important. We're in the business of health. Each organization is a little cog in a very vast organization that involves state bodies, federal bodies, private organisations like GPs, the private Allied Health, and also the Royal College, it is a very complicated governance arrangement. So, coming to understand that, is something that you, have to do.

    My next slide is around demonstrating leadership and stewardship. Really, that's what you are. You've put yourself in a position where are you where you're a leader. You've got to comply with all the legislation put in place. Putting in place arrangements, where you clearly show that you are a leader, you are following through.  Your fair. You're impartial, and you're managing risks and I'll and I'll come to that soon, and you've also got to manage conflicts of interest.

    So. I'll go on to the next slide, and that's around the governance, roles and relationships and you would have seen this before in the first session, but what's your role, compared to the executive and if you've only had executive roles in the past and you come onto a board, you have to make that adjustment. Between what's board activity and what's executive activity, and that board activity is much broader, whereas the executive activity is around the doing and you would have seen that before, and that really just highlights the importance of that.

    We’ll come to the issue now around governance and management. As the governance body, all of the organization is vested in you, but obviously you don't go out and do things, you don't run the age care, you don't go and do it, you don't go and do operations. You appoint, the CEO. You've got to make sure that the delegations are in place for the CEO, and the executive. But, also all of the responsibilities that come onto the organization, the legal responsibilities, you've got to make sure that they're also there is also appropriate delegations, although sometimes they can't be made. The board itself has to do the do the attestation. You have to make sure that there's good reporting systems and good risk management systems. 

    Now you can have risks, but they're not to admire the problem. It's for you to make sure and have a line of sight, that the organization is managing the risks, and also, you're working in with your strategy. So that you've got your risk profile, you've got your strategy, and you're making sure that they're working together, so that your strategy going forward is to overcome those things. And like I said at the start, business improvement, business performance, is something that you have to make sure you can create, that time for because you want your organization to improve. Otherwise, the organization inevitably wouldn't improve over, many years.

    Just come to the issue of liability, on the next slide. You gotta think that. Individuals have liability, so if a surgeon mucks up an operation, they'll sue the surgeon. But, because the surgeon is working for you, they will also sue you, and you ultimately will end up being the one that will foot the bill, or rather your insurer. But who in turn ultimately will make you foot the bill in terms of premium.

    There's also and we call that vicarious liability. If we hold somebody out as representing the organization, then ultimately that whatever they do, we're going to be also responsible, as an organization.

    Sometimes, however, there's also criminal liability that can attach to an organization, some things like, yeah, some of some offenses like tax offences or the EPA, but the one that's the most relevant to any organization, or particularly in health where we employ so many people, is the Occupational Health and Safety Act. And I want you to have a read of that section 21 there. It makes it very clear that we have to be responsible for our staff, so setting the culture is the most important thing that you can do, a good culture and occupational health and safety, and that's where you, as a leader in the organization. Can play a critical role. 

    But I want you to also look at that section 23. That as an employer, you can't expose other people to risks. So, if you were a bank, for example, and someone was to come into your foyer and fall into a hole, because you put a hole there to try and fix the building, and you haven't done anything about it, you are liable. 

    But, when you have a read of that section, and those last few words, one of the things that hospitals do, is treat patients, and Worksafe has a view. That means, that if a hospital are to kill someone for example, that they can then have responsibility, now there's some argee bargee about that, but nevertheless if we're always doing the right thing, then that doesn't matter. So, always be improving that culture, and making sure you've got good line of sight, in occupational health and safety is very, very critical.

    And you can see for example, the discussions at the moment around coronavirus, we can't have patients being infected, with coronavirus from our own staff for example. So, therefore we have to vaccinate our own staff and inevitably that's going to occur. Can you imagine what would happen if we didn't, and if our staff are infected, other people. When we could simply have said that, the staff have to be vaccinated, ultimately we would be we would be liable.

    I’ll just go now to the role of the board, and the role of the management, you’ll see the differentials there. The board ultimately has that broader responsibility, and a line of sight. But management has its functions, and you can see the difference, that you can see the differentials there, and that's very important, that we get that right, and that management isn't straying into the executive’s business because otherwise, the business can't ultimately function. Because the executive won't know, what they're meant to be doing, they'll end up issuing a few things only, to satisfy the board, rather than all the things that they have to do.

    On the next slide, I just want you to think about your own board. Are you internal external, short or long term, strategical, micromanaging? You can understand sometimes, if you have had enormous upheavals internally, you will want to spend a lot of time focusing on internal issues, but if your organization is humming along, you will want to spend more time on external stakeholders, and building those relationships. So ultimately, you have to decide where you want to be. In a perfect world, you're going to be somewhere in the in the middle. But, have to think about your organization. What emphasis you want to have.

    The last thing is about to board processes. Importantly, you should work through the through the chair. So, if you had to send an email to someone else on the board or CEO, for example, you would always cc the board. You've got to be collegiate. You've got to bring your skills to the table.

    But not be, that skill representative for the organization. So, if you're an accountant, for example, you are not the accountant for your health service, but you bring that knowledge to the table, and you've got to be very respectful about how you can agree, and how you can disagree.

    Just go onto a risk, you got to manage the risk in the organization, you want to have line of sight over the top risks, and you want to make sure that there's regular reporting and the risk appetite. That's something that you have to do as a board.

    The next slide referred to, goes to issues around integrity, and if you have a look at the VHA Integrity toolkit, I reckon that's really good. It talks or there's four pillars that it focuses on. It will help you get your head around some of the key issues that are in organisations.

    My last slide is around conflicts of interest. You have to be able to manage those. Now, sometimes it's bleeding obvious what a conflict of interest is. It’s an actual conflict of interest, but there are also potential conflicts, and perceived conflicts, and you need to be alert to them, and you need to raise them. The expectations in the public service are extremely high, and it's for good reasons, because we expect public service, to be done for the public. So, that's something that you have to always be very critical of, and discuss that with the chair, whenever you believe that may arise. 

    Can I just finish before passing back to Jo. To wish you all the best with your health services. It's extremely enjoyable, to be on a health board but it is a process of continual improvement for your organization and continual learning for yourself. Thank you.

    Our next presenter is Jared Heath. Jared is a partner in Corrs, Chamber and Westgarth. And, Jared is going to talk from a lawyer working, as a lawyer advisor to health, about the legal acts that govern our responsibilities. Welcome. Jared.

    Good afternoon everyone, my apologies. Thanks Jo, my part of the presentation this afternoon. Will be looking at the relevant enabling legislation and other legislation that's relevant to you, as directors of health entities. It will be primarily focused on bringing new directors up to speed but hopefully might be a useful refresher for those of you, who are more experienced. I'll be looking at director’s duties, director’s protections, other relevant legislation and then turning to Operation Meroo.

    Which the Minister referred to in the opening video. I would make the observation that being a director of a health entity is similar, but different, to being a director of a Corporation’s Act Company, or of a not for Profit Incorporated Association. All of the directors, of these entities, just like you have a duty to act in good faith in the best interests of the organization. But the relevant difference with being a director of a health entity is your public responsibilities and your public accountability, and I think as we go through the presentation this afternoon, we will be able to assist you to understand, what that public responsibility and accountability looks like.

    This first slide is an update to the similar material that's in the Directors toolkit.

    My next slide looks at the enabling legislation that actually establishes the various health entities, whether that is public hospitals, public health services, multipurpose services or other entities. What all of these different types of entities have in common, regardless of the legislation that actually establishes them, is that they are public entities under the Public Administration Act as well, and that is what I'm going to consider now, are the directors duties that apply to all health entities. The director’s duties that only apply to some health entities depending on their enabling legislation. And then I'll look at the director’s duties that are in common under the Public Administration Act for all entities that are public sector entities.

    So, the director’s obligations or duties that are common across all health entities, are the duty to consider specified matters. The duty to inform the Minister and the Secretary of issues of public concern, or risk. And the duty to comply with ministerial or secretarial directions. As an example, on the next slide of some of the duties that only apply to certain types of health entities. We see that, for example, public hospitals have a duty to inquire and to give an opportunity to be heard before a dismissal or a suspension. There are duties of confidentiality, a duty to disclose, any pecuniary interest, and a duty not to exercise powers if there is a conflict of interest. But just because those specific duties are outlined in the legislation that applies to those particular health entities. It's important to remember that there are equivalents of many of these duties under the Public Administration Act and that's what I'll turn to now.

    Some of the key duties under the Public Administration Act that applies to all of you, are the duty to comply with the Code of Conduct, and I'll leave Julia Griffith to talk further about the Code of Conduct and the role of the VPSC. They are also duties to act in good faith, and with care and diligence. The duty not to give acquired information from your role in other circumstances, and the duties similarly not to misuse your position or acquired information. There is it a duty to notify government if you're a candidate for election to Parliament or to a Council. And a duty on the chairperson of a board to make available the policies to all other directors. And there are general duties of the board to inform the Minister and Secretary of known major risks, and to ensure that there are adequate procedures, and controls in place to prevent fraudulent behaviour, as well as to make sure that you're managing the Code of Conduct, Conflict of Interests and Gifts, Benefits and Hospitality matters. Other obligations include that there should be no loans to directors, that subcommittees can be established and dissolved, the rules around establishing subsidiaries. And fundamentally, the board is accountable to the Minister for the exercise of its functions. As a corollary of that, the Minister has the power to obtain an injunction to prevent a director from engaging in conduct that might contravene the Public Administration Act or other laws. The responsible Minister can also bring proceedings in the name of the entity to recover from director’s debts, that may be due, and a director cannot serve in office if they're insolvent or convicted of an indictable offense. So that's an outline very quickly of the director’s duties that apply both under enabling legislation and the Public Administration Act. 

    If we then looked at the protections that are available for directors, firstly all directors of health entities have an immunity under enabling legislation for anything that you do or you failed to do in good faith, when you're exercising a power of discharging a duty, similarly directors of health entities should make sure that they have appropriate insurance. Often termed Directors and Officers Insurance which is available through the Victorian Managed Insurance Authority for public health entities, and in some circumstances you might also benefit from a government indemnity. 

    In terms of other key aspects of your role, directors required to sign off in the annual report that there has been compliance with the Financial Management Act, understanding directions under that act. Under the Financial Management Act the board is ultimately responsible for the financial management performance and sustainability of your health entity. The Standing Directions provide for obligations that apply to the organization as a whole, but, also some specific responsibilities that apply to the board, for example, the board must ensure that there is an audit committee. Directors must also disclose all material compliance deficiencies under the Standing Directions. Similarly, health entities are permitted to make or amend Bylaws, but they cannot do so without the Secretaries approval. 

    Moving on to look at other general legislation that is relevant, I’ve listed here, a range of legislation that relates to the management of information, the Privacy and Data Protection Act, and the Health Records Act deal with the collection, use and disclosure of personal information and health information. The Freedom of Information Act provides a mechanism by which members of the public can seek information about your health entity and relevantly, both officers and employees of a health entity, and indeed any public entity have to comply with the professional standards issued by the Office of the Victorian Information Commissioner, the Public Records Act deals with retaining public information and the Victorian Data Sharing Act sets out a regime whereby requests can be made for data or information for the purposes of informing government policy making and service planning and design.

    Other relevant legislation I've listed there includes the Financial Management Act, and various other pieces of legislation. One of the things that I would note is that some of these pieces of legislation impose particular obligations on a board of directors or on the Chair of the board. So, for example, under the Ombudsman Act there is a responsibility on the Chairperson to assist the Victorian Ombudsman in the conduct of an enquiry. Bob has already spoken about the Occupational Health and Safety Act and the significant penalties that arise both in terms of your responsibilities to employees and other persons. And finally, the Crimes Act deals with circumstances in which there can be criminal liability for a director, her body corporate, which includes where certain offenses have been committed with the consent or knowledge of the director, such as obtaining property by deception, obtaining financial advantage by deception or false accounting.

    I'd also note that under the Equal Opportunity Act, the VPSC Code of Conduct for directors, is something that requires public entities to act in accordance with equal opportunity legislation, so that's where there's an intersection between the Act, the code and other obligations.

    There are relevant regulatory bodies that you should be aware of, including the VPSC, the VMIA which I've already mentioned, the Health and Mental Health Complaints Commissioners, IBAC, the Victorian Ombudsman, the Office of the Information Commissioner and AHPRA.

    So, I now will turn to look at Operation Meroo, the Independent Broad Based Anti Corruption Commission or (IBAC) released its special report on Operation Meroo in April of this year which was an investigation into allegations that a former CEO of a Victorian Regional Health Service, misused their position and engaged in corrupt conduct. I think the most important thing to be aware of in relation to this report is, of its existence, to review it, to understand the issues that it engages with, and to think through what your responsibilities as directors might be, reflecting on what IBAC has said about the issues it investigated. 

    So, the specific allegations that were made, were that the former CEO of Agency A used their position to award a contract to Company 1 with which they had personal associations. They provided false information to DHHS and the Commonwealth Department of Health to receive government funding for capital work projects. They failed to comply with their own procurement policies when sourcing goods and services. Including awarding work to a family members electrical company, they use their position to circumvent proper recruitment procedures. They used Agency A funds inappropriately in relation to travel and hospitality expenses, and they receive financial benefits from Agency A vehicle suppliers. 

    IBAC went through its investigative process in a relation to those allegations and it made the following findings. It determined that there had been a poorly defined contract awarded to Company 1 with nearly $1,000,000 over 7 years and without following a competitive procurement process. There was a failure to declare, many say a failure to declare and manage conflicts of interest, including a personal relationship with one of Company 1’s directors and a subordinate. That benefits have been provided to that companies director that were inconsistent with the agencies policies. That they've been authorization of payments to their family members company, which were for work that had been undertaken some years previous, and where that work had not been verified. There was a failure to follow policies regarding recruitment and promotion. Inappropriate use of funds for travel, meals and alcohol. That false information had been provided to DHHS and the Commonwealth Department of Health, to obtain government funding. There was a failure to follow procurement processes when sourcing fleet vehicles. 

    The other key findings that I would draw your attention to, where that the former CEO did not fulfill their duties under the Code of Conduct, or Act in the best interests of the community. They exploited vulnerability in Agency A systems controls and procedures, such as the absence of strong conflict of interest framework and record keeping practices. They had exploited their positioning and created an environment, which discouraged internal reporting on misconduct and corruption, and relevantly for all of you as directors, that Agency A, as board, did not hold the former CEO to account, and didn't have the capability or the skills to fulfill their responsibilities in this regard. And I would note, that this isn't the first time that public accountability mechanisms, have made these sorts of observations. That in 2013 Victorian Ombudsman highlighted, that the relationship between public sector boards and their CEOs is a key risk to an entity is governance and operation.

    As a result of its investigations IBAC made a series of recommendations, the first of which was addressed to Agency A, the second of which was addressed to the Boards Ministerial Advisory Committee, and the third, which was addressed to the Department of Health.

    To conclude the presentation, I just wanted to focus on some of the key issues that were identified and provide you in the slides, with a road map for how IBAC says boards of health entities, should address those issues. So, one of the issues that was identified with vulnerabilities in procurement processes, and on the right there is a list of what can be done to address those vulnerabilities.

    There was insufficient controls around conflicts of interest, and again, there are tips there as to how to address it. One of the really key issues which Bob addressed is the importance of creating as a board, the right culture, amongst the board and for the organization as a whole. And part of that is to create a speak up culture, and that there should be clear policies and procedures for complaints, including complaints against the CEO. And I would add, including mechanisms and processes for dealing with complaints about board members as well.

    There's also the really important issue of the role of leadership and that public sector leaders must clearly communicate, and model the standards expected, and processes for reporting suspected misconduct or corruption. And all of you as directors have a role in that, there was a failure of the Board properly oversight the CEO, and there was a question about the capability of the board.

    And to finalize this part of the session this afternoon. I've listed there some of the useful resources that are available to help you with these sorts of issues. So, there's the VPSC model, Conflicts of Interest policy, the Directors Toolkit, Model Fraud and Corruption Control Framework, and other resources.

    In conclusion, I'd say it's important to be able to understand and act on your responsibilities as board members. I recognize that there are challenges, particularly in regional and rural settings, for addressing some of these issues where you are more likely to have pre-existing relationships and perhaps entrenched positions of power which will create conflicts of interest. There's value in having independence amongst both the directors, and in the advice the board receives, and the key thing is to be able to identify disclosing, manage conflicts of interest, and finally I'd say, feel free to seek assistance when you need. It can be important thing is to be able to demonstrate the leadership that is required of all of our boards across the public health system.

    Back to you Jo.

    Thanks very much Jared.

    That's a great overview of our legal responsibilities. The enabling acts and of the Operation Meroo report. Just a reminder to everyone that the slides will be circulated and available afterwards and also to invite you to put some questions into the question and answer function. That runs alongside your webinar, and we'll prioritize those questions and deal with them at the end.

    The next person that I'd like to welcome and introduce is Doctor, Nikki Vincent who is the Commissioner for Gender Equality in the Public Sector in Victoria and she'll talk to us about the reasonably new Gender Equality Act in Victoria.

    Over to you. Nikki

    Thanks very much. I don't have any slides, so I'm wondering if those can be popped down for the period of my talk, because it's a little bit confusing having Julia’s slides which are coming up next. If they can't, that's absolutely fine. 

    So, thanks very much for inviting me to speak to you today. I want to start by acknowledging the traditional owners of the land from which I'm joining you, which is the Boonwurrung people of the South Eastern Kulin nation and pay my respects to their Elders per past, president and emerging and any Aboriginal Elders of other communities who might be here today.

    So, the Gender Equality Act came into effect on the 31st of March. And I'm going to talk more generally about the Act and its obligations, because it's such new legislation, and the there are, it's probably more of a general overview than the other presenters are giving you in relation to your specific obligations as board members.

    The Act applies to over 300 organizations across the public sector, including public hospitals and all public health services, all told it covers 380,000 workers, or 11 per cent of the Victorian work workforce, and it is the first legislation of its kind in Australia and the legacy of many years of advocacy and policy work. It means, I mean it's designed to address gender inequality. Gender equality means that people of all genders have equal rights, equal responsibilities and equal opportunities. Whether they're men, women, trans, gender diverse, or intersex, and I think when whoever we talked to across the state, across the country, 99 per cent want to see equal rights, equal responsibilities, and equal opportunities for people of all genders. However, we have far too many people who find that their opportunities in life are limited, by out outdated ideas about gender, and it's timely that I'm speaking to you today, on the 31st of August because this is this year's equal payday. The Federal workplace Gender Equality Agency calculates this day each year based on the national gender pay gap, which has increased to 14.2 per cent this year. So, it's going in the wrong direction.

    And it today marks the number of extra days, from the end of the previous financial year that women must work, to earn the same annual pay as men, and this year it's 61 days more, and increase of two days from last year, which again is going in the wrong direction. It shows the importance of targeting gender discrimination through legislation with teeth, which is what the Gender Equality Act has.

    There's currently a 10.7 per cent gender pay gap across the Victorian public sector, and that was based on last year's People Matter survey. There may be a new gender pay gap for the public sector coming out soon, and hopefully we don't see the same sort of increase as we've seen in the private sector. Women make up 68 per cent of the public sector workforce, but they are significantly over represented in lower payrolls. Even in leadership positions the gender pay gap persist for women in the public sector.

    KPMG has done a series of reports over the last 10 years or so, where it's looked at the components contributing to the gender pay gap in Australia. These reports are called the ‘she's priced less reports’ and the last one they did was in 2019, and their results showed that the most significant component, contributing to the gender pay gap in Australia continues to, be gender discrimination, accounting for almost 40 per cent of the pay gap, so this is conscious and unconscious negative bias towards women in the workforce. And this is against the Equal Opportunity Act in Victoria, and Acts like this around Australia. I used to be the Equal Opportunity Commissioner for South Australia, so this was very much a part of the work that I was doing there. 

    Taking time out for caring responsibilities, having children, other caring responsibilities is an important contributor, it's at 25 per cent. But it is blitzed by gender discrimination. Unlawful discrimination. Importantly, as KPMG noted, the gender discrimination and stereotype gender norms about gender roles, also influence the other factors that drive the gender pay gap, such as industrial and occupational segregation, which together contribute to 17 per cent of the pay gap. 

    And as one of Victoria's largest employers, the Victorian Public Sector must lead by example and address the systemic drivers of gender inequality within the workforce. And that's what the Gender Equality Act is designed to do. So, talking in more detail about your obligations under the Act. The first obligation as each organization covered by the Act, each defined entity must undertake a comprehensive gender workplace audit. Sorry, workplace gender audit. They need to assess the state in nature of gender equality or inequality in their organization across seven key indicators, those being the gender composition at all levels of the workplace and in the governing body, Workplace Sexual harassment, both reported and unreported, and what is done about sexual harassment for when it is reported, recruitment and promotion practices in the organization.

    Gendered segregation in the workforce, access to leave, caring leave, domestic and family violence leave, and flexible working as well as gender pay equity or gender pay inequity, as we usually find, which is actually gender pay discrimination. Again, these things are unlawful. Organisations must then take the results of their gender audit, and consult with their workforce, with their governing body, and with their union representatives across the organization, to develop the actions and strategies, that they will put in place to address any inequality that they find. And those actions will form a gender equality action plan, which needs to be submitted to me, we are about to advertise or promote the fact that we are giving an extension, not for the data component but for the gender equality action plan strategy component, so audit data will be due to me on the 1st of December, and as of tomorrow we will announce that the rest of the gender Equality Action plan will be due to me on the 31st of March next year, and this is very much to address the impacts of COVID-19, particularly on organisations in the health sector.

    Once I've accepted your data and your gender equality action plans you will be required to publish those plans on your website. And notify all of your stakeholders your employees, your employee representatives or governing body that you've done so, and I will be publishing all of your data and your plans on my website. So, when you think about the 300 plus organisations, who are covered by the Act, this is going to mean an incredible level of transparency about the state and nature of gender inequality in your organizations, and what you are doing to change that. And in order to keep organizations accountable, for making what the Act requires, which is reasonable and material progress on achieving gender equality, you will need to report to me on your progress every two years. So, the first progress report under the Act is required to be submitted to me before the 31st of October 2023.

    And as I say, you're required to make reasonable and material progress in terms of gender equality. Organisations also need to conduct gender impact assessments, and this is where you will look at the impact from a gender perspective of all of your policies, programs and services, that the organization delivers to the public. So, anything that has a direct and significant impact on the public needs to any new programs, policies or services that have a direct impact and significant impact on the public needs to have an agenda impact assessment undertaken on them. And this is about understanding the gendered impacts of the work that we deliver to the Victorian community.

    So, on the surface it might seem that policies gender neutral until it's examined through a gender lens and we know that policies that appear to be gender neutral, can actually impact people of different genders in different ways, and without agenda impact assessment they might unintentionally create or reinforce gender, existing gender inequality. And there's a little example that we have up on our website at the moment. There are many, many examples that we can talk about later, but there's a great example that of Northern Health. Which looked at gender impact assessment to understand the gender, how it could avoid reinforcing gender stereotypes in the services that provided to the Community. So, when it looked at this, it decided to participate in a codesign project with in perinatal services with an organization that called ‘Baby makes 3’. This led to a review of its childbirth, existing childbirth and parenting education program. And it's found that the information about the program, was only addressed to the birthing mother, which was based on a very outdated assumption, that only the birthing mother would require the skills, to care for a new baby. And this is only in the last couple of years. So, the first change was to amend the introductory letter to include the partner or support person as well, and another finding from the gender impact assessment was a lack of inclusion for diverse families. So Northern Health, focused on creating a welcoming environment that acknowledged the diversity and provided more inclusive education materials. So, a good example of the importance of gender impact assessments in shaping your public facing policy and services. And there are a lot more examples with much greater impacts as well in terms of the work that you do.

    And so, gender impact assessments can be really powerful, because they provide a lens to examine your unexamined assumptions, and bias that might otherwise be overlooked or invisible. Intersectionality is also enshrined within the Gender Equality Act, it's the first legislation to have intersectionality enshrined within it, so I'm very proud of that. So where possible it's also important to consider intersectionality, when you're doing gender audits, some when you're doing your gender impact assessments, and when you're developing your gender impact action plans. And intersectionality refers to other identity factors things like race, ethnicity or sexual orientation, age, disability, other things that can have a compounding effect on gender inequality. So, for example, you might have inequality for women, but if you are also an Aboriginal woman, you might experience compounded inequality. Or if you're also a woman with a disability you will have compounded inequality, and those things are important to consider.

    So, the first progress, as I said the first Gender Equality Action Plans, or the data is due to me on the 1st of December this year. The action plans, as of tomorrow it'll be announced the rest of the action plans are due to me on the 31st of February. This is not going to alter the deadlines in the Act. So, your first progress report to me will be due on the 31st of October 2023 and it has to include all of the gender impact assessments that have been taken undertaken over those two years, but those things should be embedded in your very design processes for policy, program and service design from the very beginning. In terms of resourcing, this is very important for boards to understand, because it's one of the things that gets raised with me, particularly in times of constrained budgets. But the act requires that each organization put adequate resources to developing their action plan and also ensuring that reasonable and material progress, is made and also delivering on the obligations to conduct gender impact assessments. 

    Now, this may mean that you have to reprioritize things in your budget, so that you can meet these legal obligations under the Gender Equality Act. Because this isn't a short term or one off process. Our community cares about gender equality and this law reflects the priorities of our community and ensures, that it's not anymore, a nice to have, it's an absolute must have, and in my view it's about time, because we still have so much inequality. I do want to acknowledge that COVID-19 is really creating uncertainty and constraints in many organizations, and particularly within the health sector and in some cases this has resulted in redeploying staff to other roles or re-prioritizing or de-prioritizing work, but I'd have to say that it's more important than ever that we worked through, and address gender inequality, because we risk, if we don't do that, we risk going even further backwards. And we've already seen that, we've taken a backward step with COVID-19 in terms of the increase, gender, pay gap and the other economic impacts and other metrics such as mental health that COVID-19 has exacerbated, and so now is not the time to take the foot off the pedal, and of course, the Gender Equality Act sets out legal obligations. 

    In terms of support, you can contact my office with specific inquiries about meeting these obligations. I can post a link I couldn't post a link to our website in the chat, but I'll see if I can get that to you because everything you need to understand about the Gender Equality Act is on our website, all of the guidance for how you meet your obligations is also there, and obviously, as board members you need to be across all of these obligations and keeping your eye on what's happening. 

    I do have compliance powers, they start off with informal working informally with organizations that don't comply. But if I still don't get compliance, I can seek an order from VCAT directing organizations to comply. And of course, all of that would be public knowledge and I think the transparency is also going to hold organizations to account. I do also have dispute resolution powers. I can help organisations resolve disputes of systemic inequality that affect a class or group of employees. I have the capacity to set targets and quotas, to mandate targets and quotas, and I will be looking at that once we have the first lot of data in, and I also have capacity to develop funding and procurement guidelines as well. 

    I'll leave it there. But, I can let you know, that we do have more. I'll be speaking at an upcoming Australian Institute of Company Directors event that might be of interest to you, which is entitled ‘Putting Gender on the Agenda’ and it will include a panel discussion on practical actions that directors can take, to ensure their organization achieve their legislative obligations, to promote gender equality. I'll also be joined by director of the Workplace Gender Equality Agency Mary Wooldridge. She'll be providing a national kind of perspective on this, and that's on Tuesday the 14th of September, so I can post you details of that in the chat as well. Thanks very much for inviting me to speak today.

    Thanks very much, Niki.

    That was a great overview of the Gender Equality Act and our responsibilities, and thanks for the offer to send a link for people to follow up. I'd like to now introduce our final speaker before we move on to our question and answer session, and just to remind you of the capacity to put up some questions and to indicate which questions are of highest priority to you. 

    And our final speaker is Julia Griffith who is the Deputy Commissioner of the Victorian Public Sector Commission and Julia is going to talk about integrity and governance obligations for health service board directors.

    Thanks Jo, hopefully everyone can hear me. 

    I would also like to acknowledge the Traditional Owners of the lands of which everyone is dialing in from today and to pay my respects to elders past present and emerging and thanks Jo for the opportunity for the Commission to give a few highlights to the session about some key integrity and governance obligations. 

    Many of these things I know I have been also highlighted already by Bob and by Jared, which is terrific, and I really want to make sure that you have time for Q&A. So, the slide pack will be sent out. It's a good little ready reckoner of a number of things, and we've got, at the end of it. A number of the websites and resources for you to dive into, particularly in your first year, if that's the case as Bob so eloquently suggested. Where you are learning and understanding the organization and the health system and the focus on compliance is very important. So, the more you understand and how you can contribute to that is quite critical, I think to the successor of the service, the forward slide that we've got here. Thanks, Justine is really outlines the role of the Commission.

    So next one along Justine, thanks, which you can see there. Just to really understand that the Victorian Public Sector Commission is here to support the Victorian public sector. So, it includes all the departments, and their services, or the Victorian Public Service, plus all members of the sector in terms of health services, emergency services, police, education and so forth. And we've got two key objectives. One is to support and strengthen the efficiency and effectiveness and capability of the sector, to deliver high quality services. And the other is to maintain and advocate for the sector, professionalism and integrity. 

    The next one, which we've got as the responsibilities of the Health service boards. This was covered by the earlier speakers and I think when you think around governance, strategic direction, financial performance, and business performance, risk management, overseeing the performance of the organization head and building a culture of integrity. Sort of very, 6 grounding pillars. I think in terms of being a director and making your contribution to a successful health service board. 

    The Commissioner puts out the code of Conduct for directors of Victorian public entities. 

    The next couple slides will show you the actual sort of website and so forth, but there's the seven core public sector values. They are: responsiveness, and integrity, impartiality, accountability, respect, leadership and human rights. Now the code actually dives into those and gives you examples of behaviors that demonstrate each of those key values. So, for example, responsiveness being impartial and providing frank and timely advice, and integrity and number of the things that we've talked about being honest open and transparent and using powers responsibly. Impartiality, certainly making decisions without bias and accountability are very important ones in particular. We've got two slides here, which are the key director duties under the code in terms of those duties. 

    Oops just back one Justine just to make sure. I point out a couple of things. Acting in good faith and the best interests of the board is something that should be really, I guess, highlighted and impressed upon. And using your position to promote the best interests of the board and certainly making sure that you use information that you gain in the course of your board of your board duties for the intended purpose. Underlying everything is acting within honesty and integrity.

    Then the next slide talks about the conflicts of interest and duty, which has been also mentioned by Jared. And, of course the Operation Meroo is the huge learning. I guess in terms of all the range of dimensions to managing conflict of interests and operating with integrity there's two types of conflicts that have been identified, that are important for you to be managing. One is a conflict of interest which is a person or private interest, and the other is a conflict of duty. So, where your duty as a director might conflict, perhaps with another duty you have on a public or private organization both types of conflicts have to be managed overtly. And there are different types, so financial interests doesn't necessarily mean money needs to change hands, non-financial interests in terms of personal feelings about another person or group, whether you like or dislike, someone can create that conflict and consensual personal relationships. So, again, a directors relationships with people who could be affected by their role can create that conflict of interest.
    Next, slide talks about the actual potential in perceived, which is what Bob mentioned in terms of that, and that the expectations are very high in managing, any one of those three, I guess, pillars of conflicts of interest, so be it actual, potential or perceived. You'll note the reasonable person test at the bottom of that slide. Ask yourself, would a reasonable person, make the decision in light of some of the facts and circumstances, in terms of managing conflicts of interest in duty. It's important that board directors declare. Register if you're interests change, and review and update, those entries in the register each year. The boards process itself must ask directors to disclose all interests in terms of the agenda at meetings, record all those disclosures, in meeting minutes, and have the board decide if a conflict of interest will affect the boards duties, and the board process should also let the board ask a board director, with a conflict of interest to be absent from meetings, while the board considers the conflict, or ban the board director from taking part, in any board decisions that relate to that conflict, and an obligation to notify the Minister as soon as it can. If it becomes aware breach, the boards conflict of interest process. 

    In terms of managing conflicts of interest, the next slide thank you, a few of the options as to how the board can approach this, is: To restrict the board directors involvement in a matter. To recruit, so, there is the option to appoint a third party that doesn't have a conflict, to oversee part or all of the matter. To remove, as we've mentioned removing the board director so they can't take part. The board director to relinquish they're private interests that might be of concern. And of course to resign either temporary or permanently.
    The other obligation to mention is the Gifts, Benefits and Hospitality. Minimum accountabilities are listed there, ensuring that board directors refused all offers of gifts benefits and hospitality, that certainly any money that could cause any of the actual potential or perceived conflict of interest, may affect our standing as a board director, and non token offers without a real business benefit. Of course, most importantly, board directors must refuse all bribes or inducement, and report inducements and bribery attempts to the board chair.

    The next one. In terms of accepting Gifts, Benefits and Hospitality. Token offers that are of little value to the board director and the person making the offer and cannot be worth more than $50. You can accept token offers if they don't create a conflict of interest or reputational damage and some examples there. Non token offers include anything worth more than $50 including tickets to events and other things and you can only accept those if they help your organization, the public sector, or the Victorian Government achieve its goals, so that creates an opportunity for a very sensible judgment call. Bob might have a view about these things, but in some cases people prefer to act more conservatively and to not give rise to any perception of being a conflict of interest.

    The next one. You can offer gifts of benefits and hospitality, when know welcoming guests, and developing the business relationships, celebrate achievements, and you must follow the code of conduct for directors of Victorian public entities. So that means that you must only offer gifts benefits and hospitality if it is for the legitimate business reason, and has a proportionate cost to the benefits Victorians will gain, and does not give rise to an actual potential perceived conflict of interest. 

    All gifts, the next slide thanks, all board directors have to declare and record any accepted or declined non token offers on their organisations register, and if you're on more than one board, you should declare non token offers on the register or the board which the author relates. I think it's important if you're on board more than one board, you'll probably pretty familiar with this, but it's important to make sure that these guidelines are applied quite robustly for yourself and for the upholding and maintaining that professional operation of any board that you're a member of.

    And finally, in the slide pack, I think the last slide gives you a range of links to resources that we have that can support you in your role. There's some good guidance for those. I do recommend you have a look at the code of conduct and how it articulates the behaviours that can be demonstrated as a board director in terms of adhering to the values of the public sector, and to demonstrating those in a way, which provides a culture of integrity within the organization, to which you are contributing to governing. Thanks very much, Jo.

    Thanks very much Julia, and again thank you for all the resources, that you've identified there, and we'll make sure that everyone gets links to those.

    So, that has been quite a lot of content and I'd like to thank each of the speakers for the excellent material for the work into the slides, which will provide a great resource for everyone and particularly for sticking to time. So that does give us some time for questions and I'll just ask anyone else who'd like to post a question to do so, but we'll probably have enough here to deal with. I'm going deal with a couple of simple ones first but I'm going to then throw up to Bob and to Jared first of all, there's a lot of interest in the questions about mandatory COVID vaccination and there's also considerable amount of interest, understandably in the personal liability of doctors and sorry of directors and whether there is adequate insurance to cover that. In what circumstance in which a board might find itself individually or collectively liable for something. There are some questions early on in relation to selection processes for board directors, and just to let you know we will be running a webinar specifically for selection committees, a little bit closer to the time when people are getting into the next round. So we'll defer those questions in relation to selection committees, and there is a question about risk appetite and who sets it? And the answer to that is the board sets the risk appetite.

    So first coming to the question about the legal question about mandatory COVID vaccine. If I can ask you, Bob and then Jared for your thoughts.

    The issue of mandatory vaccines very, very topical at the moment of course, and particularly in the health setting. And you can see the end coming, insight. We're going to get to 80 per cent in the next couple of months, and there will be isolated problems in some communities or some businesses, but where there's going to be lots of problems is actually in hospitals, because those cases in the community are going to end up in hospital.

    So, let's have an example. Let's think of a man, husband and wife, John and Betty, 50 years old, John, he's unfit, unhealthy, but he gets along, but he gets appendicitis, blows up. Has an operation is in very, very poor health because of it. When he came into hospital, they did a test. He didn't have coronavirus. But he's in hospital for a while. He gets coronavirus and because his health is already so poor, he doesn't recover, and he dies. Betty, she's unhappy about that, of course, but Betty is going to sue the hospital, saying he was my breadwinner. You've killed my breadwinner, and I'm therefore taking civil proceedings against you now, if the hospital said all the staff had to be vaccinated, they've done what they can to reduce the risk. We know that vaccinated people can still pass on coronavirus. It's just that they do it at a much a much lesser risk.

    But let's imagine that the hospital didn't have that, didn't have that policy, then in that case. The nurse at the unvaccinated nurses passed it on or, in my view, the hospital is then liable, Workcover will also do their own investigation about it, but in just in terms of the civil liability, the Victorian Managed Insurance Authority who we have your insurers now, ultimately end up having to pick up, the bill. So, it simply means that everybody has to be vaccinated in the health sector, as it's occurring for in with the aged care sector.

    But you can see, that it's going to happen in the health in the health sector. At the moment, the Federal Government who owns all the vaccine has said there won't be mandatory vaccinations, that seems to have got away, with got away with them, in the last couple of weeks. But the National Cabinet has said that ultimately, we're government entities. We've got to fall into line, but you can see that they're going to change that very soon, and there will be, must be mandatory vaccinations in the health sector.

    Your thoughts Jared.

    Thanks Jo. 

    Well, I agree with much of what Bob has said, COVID-19 and the response to it via vaccination presents some very interesting legal questions, including the capacity to compel people to provide you with information about their vaccination status, including employees and others who might attend your locations, as well as the question of mandatory vaccination itself, and the challenge, I think is to balance a series of competing legal imperatives. On the one hand, you're occupational health and safety responsibilities, and indeed, at your potential civil exposure, if there were to be adverse outcomes through a failure of vaccination, versus other important considerations such as individual circumstances, where people can't be vaccinated, as well as questions of privacy and other human rights. Ultimately, I think I'm boards should seek appropriate advice, as we've seen in the aged care space, there's been signaling from the Commonwealth Government about the disposition towards mandatory vaccination in that space, but it's important I think that all public entity, public health entity boards demonstrate leadership and consider this question actively in terms of what they're going to require of their employees and others that might come into contact with their service. And I think that bearing in mind that there are those occupational health and safety obligations is just as important as thinking through any civil liability issues.

    Thanks Jared.

    I think that the issue of mandatory vaccinations is an issue that would be under active consideration within the department and I think that, they are obviously considerations that need to be worked through, but there is encouragement on health services to have a system for tracking who's immunized and to be strongly encouraging and setting expectations about immunization, and for making it to make it as easy as you can, to ensure that everybody working whether as an employee or volunteer in your service or a contractor, has easy access to vaccines because at some levels it's often the logistic issues, which are the barriers rather than issues about whether it's mandatory or the small number of people, who have significant issues about vaccine hesitancy.

    The next question that I'd like to go to is the issue about personal responsibility for directors. Bob, do you worry about your own personal liability? How well do you know what you're insured for, and what do you say to your board about those questions?

    So, because you're a director of a health service, there is immunity by the State of Victoria. So don't be too worried about that, but that's provided you, that you're, always acting in good faith. So, if you're going to do something, a bit crooked, a bit bent. Don't think anybody is coming to cover you, but if you're going about your business in a proper way, with good faith, you need not have any concerns. 

    Thanks Bob and then going to Jared there's also a question about the Occupational Health and Safety Act and whether any litigant has sought to seek remedy from a board member in relation to industrial manslaughter and any other comments you've got about Directors and Officers insurance.

    Thanks, Joe, I agree with Bob that as a combination of both your immunity under the relevant enabling legislation as well as the insurance that you can access through the Victorian Managed Insurance Authority, your personal liability in the ordinary course as a director will be covered by that sort of Directors and Officers Insurance, obviously as board members you should seek to understand what policies the organization is taken out and you should review on an annual basis, the statement of cover, to ensure that you do have those protections in place. But I think the combination of both those things for most directors, including those with significant experience, like Bob serving on boards, is adequate. 

    In terms of the occupational health and safety obligations and workplace manslaughter. I'm not aware of any particular action that may have been taken against an individual director of a public health entity for some Occupational Health and Safety breach, but I think it is very important to be aware of the fact, that there are both collective and individual responsibilities, under that regime and in a time of COVID not just because of COVID cases, but the impact that has had because of the public health response, on mental health and a range of other issues, that have arisen out of that. It's very important to think through as a board what sort of culture are you creating, what sort of supports do you have in place? And how you're managing not just your patient cohort, but your staff, cohort, annual mental health exposures because, the exposure under the Occupational Health and Safety Act does include not just physical injury but also mental injury. And that's a really important part of the puzzle at the moment.

    Thanks very much Jared.

    There's also some a couple of questions about the threshold for reporting, to IBAC which I think is a very good question to raise in the light of the Operation Meroo report and other things. So, if a board is thinking about whether something meets the threshold for referral to IBAC. What are your thoughts? First, Jared and then Bob about how they should be guided.

    Thanks, Joe included in the presentation slide pack is the definition of corrupt conduct which IBAC considered in relation to Operation Meroo. I would recognize that the definition of corrupt conduct for those purposes is quite technical and it can be challenging, to work through that, under the buyback act there is an obligation as I said on the CEO of a public entity to report, any conduct which they suspect on reasonable grounds involves corrupt conduct, and there's obviously some keywords in there, things like, suspects and reasonable grounds.

    So there should be an evidential base, but I think subject to needing to seek advice, and doing that carefully in terms of who one might speak to, in the context of the suspected corrupt conduct, and obviously considering as it was relevant in Operation Meroo, whether that's a question involving someone in management, so that you might have to think about how you seek appropriate advice from management or from your legal function, I think that the better approach is to err on the side of disclosing matters, where you do have a reasonable basis for concern, and to also recognize that it's not just disclosure to IBAC, but if there are financial issues as well and they are separate responsibilities under the standing directions regime about disclosing those sorts of financial issues as well. So I think it it's not hairline trigger, but I think there's a question of leadership, and as a question of culture, the best interests are served by bearing on disclosing matters where there may be a concern. There is some challenge in reaching out to IBAC to have a conversation about whether matters can be disclosed. That's certainly an option. That you can take, but they may be necessarily limited in what they can tell you, based on needing to see all of the information to form a view. So, they would be my comments, Jo.

    Thanks for that Jared, and Bob?

    Agree totally, err on the side of disclosure. 

    And Bob, if a board is in doubt and concerned about something, what who do would you suggest that the board chair reach out to? Sorry I missed it. Missed the first part of the question, Jo, if he's if sorry if the boards facing an issue, whether it's a corruption issue or an issue about the conduct of the CEO or a level of discomfort about anything that's going on, who should they reach out to for advice? So obviously there's the further down the tree the easier these things are, but where things are extremely close to the board, so like the CEO or the Chief Finance Officer, for example. The board needs to be very careful in this case, and I my own view is, in the first case, I would go to the department. You can get legal advice, but ultimately I think you need to protect yourself, and square yourself off, with the department are your best to do it up front.

    Thanks Bob.

    We're nearly at the end of our time for questions and I want to just make a couple of closing comments, but I'll just go round each of our speakers very briefly for any final comments.

    So, starting with Julia, and then Nikki, and then Jared, and then Bob. So to you first Julia.

    No particular additional comments Jo, but to thank everyone for their service to the Victorian community and to their support for delivering high quality services in a most critical sector and we wish all the board members terrific success in their roles as directors.

    Likewise, I'm I'd like to second all of the comments that Julia made and wish you all the best in this new role.

    Thanks Jared.

    I carry out those sentiments. I think it's an incredibly rewarding opportunity to serve the community on a public health entity board. And as I said during the presentation. I think it comes down to leadership and culture, as well as making sure you're across the brief of what it will feature expected to do, and seek help when you need it.

    I think that the thing for all of all of you is to wish you good luck and just learn, learn, learn, learn your organization, learn the system so that you can see where the world is headed. You can see around the corner, and you can try and get there before everybody else, can or avoid the problems that will inevitably occur along the way. Thank you.

    So, thank you to each of you. I think it's been a great session, I hope our audience has felt that and there is a lot of resource material that we're going to be sharing with people after this session. So, I'd encourage you to review that, and to share it with your colleagues. I too would like to give everybody my best wishes and while we've been talking about some of the sort of legal obligations and things that could go wrong, it is a very challenging and stimulating role, you're working great people generally to for better health outcomes for Victorian population. So, it's a wonderful position to be in. I'd like to thank the team in the department for their efforts in putting this together, and just remind you that our next session is on funding and accountability and will be on the 30th of September, so we wish you all well, and thank you for your participation. 

    I'll ask our presenters just to hang on for a minute, but otherwise thank you everyone. 

    Enjoy your evening.

The second webinar on Legal responsibilities of board directors was held on 31 August 2021 and was again facilitated by Dr Joanna Flynn, Chair of the Boards Ministerial Advisory Committee.

Presentations were made by the Hon Bob Cameron, Chair of Bendigo Health; Mr Jared Heath, Partner of Corrs Chambers Westgarth; Dr Niki Vincent Commissioner for Gender Equality in the Public Sector and Mr Ms Julia Griffith, Deputy Commissioner, Victorian Public Sector Commission.

Reviewed 22 November 2021


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