At HCF’s 2011 Annual General Meeting, corporate Members approved modifications to the Company’s constitution.
The substantial modifications to the constitution dealt with Board renewal, Board size, terms of appointment for Directors and empowering a greater number of policyholders to be involved in the governance of HCF.
The major features of the constitutional changes were:
- the move to a Councillor System over a three-year transitional period;
- there will be up to 24 Councillors made up of 16 Elected Councillors and 8 Board Councillors ;
- Councillors will become the corporate Members entitled under the Corporations Act to vote at Company meetings ;
- a 2:1 ratio of Elected Councillors to Board Councillors will be maintained ;
- the 16 Elected Councillors will be elected by Voting Policyholders 1 ;
- the 8 Directors will be elected by the Councillors ;
- during a transition period, Directors will reduce from 11 to 9, including the Managing Director who will be the only Executive Director ;
- rotational retirement and maximum tenure rules will apply to Elected Councillors and Directors ;
- eligibility and independence criteria apply to Elected Councillors and Elected Directors.
Further details on these changes are contained in HCF’s Summary of Corporate Governance Changes document, available for download from the HCF website at hcf.com.au/about-us/corporate-governance.
As at 30 June 2012
John C. Barker
John A. Dunlop
- Policyholders with more than five years hospital cover will be eligible to elect the 16 Elected Councillors who in turn will elect the Directors.