Legislation requirements:

Policies and procedures are currently in the process of being reviewed, this process was triggered by legislative reform with the new Aged Care Act 2024 (and related Standards) to be effective 1 Nov 2025; these policies and procedures are also reviewed through the lens of the Corporations Act 2001 (Cth) (Section 228) and Part 4 of the Retirement Villages Regulation 2017 (NSW) and Amendment (Rules of Conduction for Operators) Regulation 2019 (NSW).  During this review process ACT legislation, where appliable, is also being incorporated to the policies as operations have recently extended into the territory.

Additionally, all policies and procedures are reviewed on a biennial basis to ensure compliance with best practice or periodically when gaps are identified.  The following policies are also cross referenced and provide examples applicable to the aged care industry and charities, detail potential consequences, mitigation steps, reporting lines and escalation points.  Revealing conflicts of interest is applicable to everyone throughout the organisation, even extending to volunteers and 3^rd party providers. 

Policies & Procedures include:

-          Constitution (outlines conflicts of interest, declaration, voting, leaving the meeting and notice of interest and form the framework for any related charters, policies and procedures). The Constitution is available on the intranet, extranet (website) as well as lodged with ASIC, ACNC and other regulatory bodies, amendments must be reported within stipulated timeframes and the Company Secretariat assist the Board in reviews or legislative updates.

-          All Charters – Board, all Board sub-committees and advisory-committees terms of references are reviewed annually (and being a charitable organisation there is also specific reference to Australian Charities & Not-for-profit Commission Act 2012 (Cth) & Regulation 2013 (Cth) and ACNC Governance Standard 5)

-          Conflict of Interest Policy

-          Code of Conduct Policy (also includes reference to ACQSC Standard 2.9.6, Aged Care Code of Conduct, NDIS Code of Conduct)

-          Board Code of Conduct, Resident Code of Conduct, Visitors Code of Conduct and Supplier Code of Conduct align to the overarching Code of Conduct Policy

-          Gifts & Benefits Policy

-          Directors Induction Policy

-          Directors Gifts Policy

-          Related Party Transactions Policy (Corporations Act 2001 (Cth) (Chapter 2E)

-          Fraud Prevention Policy

-          Whistle Blower Policy (which is advertised both internally on the intranet and externally on the website).

Additionally, there are a number of Forms & Registers maintained across the organisation including:

-          Gifts Benefits Declaration form (to be provided to the CFO and includes reportable, prohibited, nominal value of gifts explained and how to avoid embarrassment when declining)

-          Register of Gifts & Benefits (reviewed 6 monthly by the ARC)

-          Related Parties Disclosure Form

-          Related Party Transactions Register (reviewed 6 monthly by the ARC or as required, ie tender process)

-          Conflict of Interest Disclosure Statement (to be used as soon as possible once an interest is known)

-          Register of Interests (kept up to date by the Company Secretary and reviewed at every Board & each of the Committees’ meetings, plus being available through the Board Portal).

Training & Communication

During the onboarding process everyone undertakes training in conflict of interest during their Induction Training modules, plus directors of the Board and key personnel undertake regular reviews and sign annual statutory declarations to fulfil prescribed statutory requirements.  This is in addition to keeping the Register of Interests up to date as a living document by the Company Secretary.  Disputes can be raised via various channels to the General Counsel, Chair of the Board, Speak up (employee portal) or Stopline a 3^rd party external provider for Whistle Blower complaints. 

Additionally, periodic reminders are sent out throughout the year to remind all team members, management and directors of their obligations to disclose their interests/gifts (ie before the festive season or requests for tenders).  In the case of major legislative reforms – additional targeted training modules will be rolled out to team members / volunteers / directors / suppliers to clarify any updates.

In summary, conflicts of interest do arise across the organisation but with clear processes and procedures in place, with regular reminders and reporting, serious impact or reputable damage to the organisation can be adequately managed with clear mitigation steps in place, ongoing open disclosure of interests and removing people from decision making when such a conflict arises.  This is strengthened with multiple disclosure and reporting channels in place should an issue arise (ie via the Whistle Blower hotline and the Speak up risk management portal).

Every staff member, regardless of level, is required to disclose and known, perceived or potential conflicts and this is maintained by each business unit. This is required to be reported at induction or any move/ promotion to a new area. Registers are maintained by management and audit functions for each business unit, require regular reporting to be completed. This forms part of the Senior Leadership KPIs and is cascaded down.

This policy forms part of the Code of Conduct and non-compliance with the policy can result in dismissal. In my role as a leader, I have been involved in the dismissal of a team member who breached the conflict-of-interest policy.

Every staff member is given training and must complete mandatory group learnings on this topic. Failure to complete the training and mandatory learnings results in an automatic gate closer for bonuses. This is monitored by the HR governance team.

Key elements include:

- A Conflicts of Interest (COI) Policy and Procedure (available on the DCJ intranet) that guides employees to identify and appropriately deal with COI and outlines DCJ’s approach to reporting and managing actual, perceived and potential COI. This requires employees declare any COI as soon as they become aware of them.

- Mandatory COI training on induction, refreshed annually as part of ethics and compliance training

- Annual Senior Executive Private Interest Declarations (stored in the SEPID database)

- Clear forms, processes and procedures for declaration and management of Conflicts of Interest, detailing declarant and reviewer / approvers roles and responsibilities throughout the process.

- The requirement for suppliers (such as real estate agents and construction contractors) to declare conflicts of interest in line with DCJ processes and to share supplier procedures for managing conflicts of interest.

These are supported by additional policies and procedures covering fraud and corruption, and for more specific situations in which conflicts of interest may arise, including receipt of gifts, benefits and bequests, and secondary employment and unpaid work.

It is our standard practice to provide a standing disclosures paper outlining each director/members' disclosures and/or conflicts to every board and committee meeting.

Minutes of each meeting also then reflect any updates and/or changes, as well as items where a director may be required to recuse themselves in line with s191 or s192 of the Act.

There is also annual self-declaration from all existing employees to certify that they have no COI during the period and/or they would have declared if there were any.

The log of all declared COIs is maintained by Central Compliance team together with HR if there are staff related or conflict of roles. These declared cases are dealt with case-to-case basis and most of the situation, line managers of the related staff will confirm if there is potential conflict exists. For case with more complex nature, there will be more involvement from HR, Legal and Compliance to provide relevant advice.

For employees, information about the policy is provided through the onboarding process including mandatory training to be completed within 3 months of starting. This mandatory training is repeated annually. For board members information about conflicts of interest processes are provided in their induction pack. Board members are required to complete a Declare an Interest form and provide advice regarding any changes to their interests to the CEO as soon as possible. Board members' interests are maintained on a register by the secretariat.

A standard agenda item is included at the start of all board meetings providing an opportunity for members to advise of any conflicts in relation to specific agenda items. Any conflicts are recorded in the minutes and then maintained on the register by the Secretariat, including how the conflict was managed (e.g. member was excused for the relevant agenda item).