notice of annual general meeting12 december 2018 at 6.30pm. agenda 1. present 2. apologies 3....

NOTICE OF ANNUAL GENERAL MEETING

of Healthy North Coast Ltd trading as North Coast Primary Health Network ACN 154 252 132

to be held at 6:30pm on Wednesday 12 December 2018 at North Coast Primary Health Network, 106-108 Tamar Street, Ballina

or via Video Conference at

Join from PC, Mac, Linux, iOS or Android: https://zoom.us/j/438161757

Or Telephone: Australia: +61 (0) 2 8015 2088 Meeting ID: 438 161 757

Notice is hereby given that the Annual General Meeting (AGM) of the Members of Healthy North Coast Ltd trading as North Coast Primary Health Network ACN 154 252 132 (the Company) will be held at the North Coast Primary Health Network, 106-108 Tamar Street, Ballina, or via video or teleconference on Wednesday 12 December 2018 at 6.30pm.

AGENDA 1. Present 2. Apologies 3. Proxies 4. Minutes of Annual General Meeting (copy attached)

To table and adopt the minutes of the Annual General Meeting held on 12 December 2017 as a true and correct record

5. Chairman’s Report – Tony Lembke To receive and approve the Chairman’s report 6. Annual Financial Statements – Selena Arthur, Director Corporate Services (copy attached)

6.1 To receive the Annual Financial Statements of the Company for the year ended 30 June 2018, comprising the Financial Statements, Directors’ Report, Directors’ Declaration and Auditor’s Report

6.2 To ratify Thomas, Noble & Russell Accountants and Auditors as the Company’s Auditor for another year

7. Election of Directors (Explanatory Memorandum attached) To announce the results of the election, conducted by poll, of up to two Eligible Candidates to serve as Directors on the Board of the Company until the close of the 2021 AGM

8. Other Business 9. Close

Please Note: Each Member is entitled to vote at the Annual General Meeting and if the authorised representative is unable to attend, the Member should appoint a proxy in order to secure the Member’s right to vote. Mrs Shaida Ataii Company Secretary

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Minutes of Healthy North Coast Ltd trading as

North Coast Primary Health Network ACN 154 252 132 Members’ Annual General Meeting held on Tuesday 12 December 2017 at 6:30pm

at 106-108 Tamar Street, Ballina and via Teleconference or Videoconference

Meeting opened: 6:35pm

1.

Present Tony Lembke – Chair and Proxy Steve Blunden Chris Jambor David Guest Peter Westwood - Proxy Sharon Sykes - Proxy

Chair and North Coast Allied Health Association Many Rivers Aboriginal Health Service Alliance North Coast GP Training Northern Rivers General Practice Network University Centre for rural Health North Coast Hastings Macleay General Practice Network

In attendance Shaida Ataii Warren Grimshaw Scott Monaghan Phillip Silver Vahid Saberi Selena Arthur Linda Muscat

Company Secretary North Coast Primary Health Network Director North Coast Primary Health Network Director North Coast Primary Health Network Director Chief Executive Officer Acting Director Corporate Services Minute Secretary

2.

Apologies Susan Nancarrow Ian Arthur Jo Sutherland Tim Francis Malcolm Marshall

North Coast Allied Health Association Mid North Coast Division of General Practice North Coast Primary Health Network Director North Coast Primary Health Network Director North Coast Primary Health Network Director

3.

Proxies Peter Westwood for Ross Bailie Sharon Sykes for Stephen Young Tony Lembke for Susan Nancarrow

University Centre for Rural Health North Coast Hastings Macleay General Practice Network North Coast Allied Health Association

4. Minutes of the Annual General Meeting held on 13 December 2016

MOTION: That the minutes of the Healthy North Coast Ltd, trading as North Coast Primary Health Network (NCPHN), Annual General Meeting held on 13 December 2016 are adopted as a true and correct record.

Proposed: David Guest Seconded: Steve Blunden

MOTION CARRIED BY ORDINARY RESOLUTION

5. Chair’s Report

As an organisation, NCPHN aims to build a person-centred health system where every family on the North Coast receives health services in an integrated way. NCPHN’s role of commissioner and integrator is new and we are learning to listen to the voice of the community and clinicians. We need to foster innovation and we aim to continually improve on our activities being undertaken. Learning to be excellent commissioners is a challenge. Over the past year we have commissioned approximately $20M. To help with learning, NCPHN, with its partners, has been able to bring international scholars and experts to our region to ensure best practice. We provided 168 learning opportunities over the past year with 3,836 health professional attendees.

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It is gratifying to know that NCPHN Clinical Council membership is higher than any other PHN and credit goes to the Chairs of the Clinical Councils. Similarly, we are grateful to the Community Advisory Groups. Our Needs Assessment was enormously helpful for us and we intend to improve and expand it next year. Our services need to be integrated and high performing. To achieve this, we need strong relationships with AMSs, LHDs and other providers. Next year we aim to improve our commissioning processes and ensure services are a high quality and joined up. Further, through integration and support for general practice and other providers in the community, we plan to have all practices become patient centred medical homes. A special thanks to our member organisations for their support of the organisation and the NCPHN Board for their enthusiasm, cooperative and collaborative approach. The Board has worked well as a team and we are fortunate to have such a diverse set of skills and expertise. Mr Malcolm Marshall retires from the Board this year having been with us since before day one and I thank him especially for his role as Chair of the Finance Audit and Risk Committee. Thank you to Vahid Saberi as CEO. He has a clear vision for better health that inspires us all. Also, Shaida Ataii, our Company Secretary who ensures we meet our obligations. Michael Carter and Chris Clark have since moved on but their contribution is invaluable. In fact, all staff are an asset to the organisation and I believe the team Vahid has built puts NCPHN in good stead to make aims to ensure we are best placed to receive and deliver care. It has been a difficult year for us in challenges with workforce to develop and partnerships to forge and I commend the work of the organisation to the members.

6. Annual Financial Statements Ms Selena Arthur, Acting Corporate Services Director, presented the financial statements comprising the Financial Report, Directors Report and Audit Report for the year ended 30 June 2017. Ms Arthur advised Thomas Noble & Russell, auditors, issued an unqualified audit of the financial statements. MOTION CARRIED BY ORDINARY RESOLUTION

MOTION: Thomas, Noble & Russell Accountants and Auditors are ratified as the Company’s Auditor for another year.

Proposed: Steve Blunden Seconded: Sharon Sykes

MOTION CARRIED BY ORDINARY RESOLUTION

7. Election of Directors The Company received the following nominations to serve as Directors on the Board of the Company. Eligible Candidates: - Tim Agius – nominated by Many Rivers Aboriginal Medical Service Alliance

- Christopher Crawford – nominated by Northern Rivers General Practice Network

- Tim Francis – nominated by North Coast GP Training

- Naree Hancock – nominated by North Coast GP Training

- Scott Monaghan – nominated by Many Rivers Aboriginal Medical Service Alliance

A ballot paper was distributed to Members on 25 October 2017 with a closing date of 24 November 2017. Ballot papers were received from all seven Members. Elected Director positions are determined by a ‘first past the poll’ voting system such that the positions are filled by candidates with the highest number of votes in descending order. This process was coordinated by the Company Secretary with an independent witness, the minute secretary. A record of the voting papers is confidentially held by the Company Secretary. The highest vote went to Naree Hancock. The second highest vote was a three-way tie between Christopher Crawford, Tim Francis and Scott Monaghan. Under Clause 8.6.2 of the Constitution, if there is a tie in voting, the Company Secretary draws the name ‘by lot’. For transparency, the lot was drawn by the Company Secretary at the

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meeting. Consequently, Tim Francis filled the second vacant Director position.

MOTION: Naree Hancock and Tim Francis serve on the Company Board until the close of the 2020 AGM.

Proposed: Chris Jambor Seconded: David Guest MOTION CARRIED

The Chair thanked Mr Scott Monaghan for his contribution to the Board over the past years, noting Mr Monaghan’s ability to think strategically and his valued contribution to discussion. The Board-appointed position will be decided in January 2018. There being no other business the meeting was closed at 6:53pm.

Dr Anthony Lembke (Chairperson)

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25th

25th September

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bilfar

Kevin Franey

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Explanatory Memorandum Agenda Item 7 – Election of Directors

Clause 10 of the Company Constitution outlines the election, appointment and retirement process of Directors.

In line with clause 10.3 of the Company Constitution, the number of Directors on the Board must be no less than three and no more than nine. Currently, the NCPHN Board has nine Directors.

The Company Constitution outlines the structure of the Board. Clause 10.1 states that the Company will be governed by a skills-based board:

10.1.1 Consisting of Directors having appropriate competencies, skills and experience in light of the Skills Matrix, and in particular having expertise in areas including knowledge of health care provision and its relationship to local communities, business management and accounting and legal issues; and

10.1.2 Where a majority of the Directors are not practising in any one profession.

Each Director is assigned to one of three Categories (‘A’, ‘B’ & ‘C’). This determines retirement by rotation as set out below.

Director category

Term of office

Category A Until the close of the 2017 AGM or each successive third annual general meeting thereafter (as applicable)

Example: If the First AGM is held in 2014, a 'Category A' Director's term of office will end at the close of 2014 AGM and thereafter at the close of the AGM held in 2017, 2020, 2023 and so on (as applicable).

Category B Until the close of the 2018 AGM or each successive third annual general meeting thereafter (as applicable)

Example: If the First AGM is held in 2014, a 'Category B' Director's term of office will end at the close of the AGM held in 2015, 2018, 2021 and so on (as applicable).

Category C Until the close of the 2019 AGM or each successive third annual general meeting thereafter (as applicable)

Example: If the First AGM is held in 2014, a 'Category C' Director's term of office will end at the close of the AGM held in 2016, 2019, 2022 and so on (as applicable).

Category B Directors will automatically retire at the close of the Annual General Meeting (AGM) to be held on 12 December 2018. The two retiring elected Directors are Dr Sharon Sykes and Dr Joanna Sutherland. The retiring Board appointed Director is Mr Warren Grimshaw. The retiring Directors are eligible for re-election, in line with clause 10.11 of the Company Constitution.

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The vacancies were publically advertised on 28 September 2018, and correspondence regarding the vacancies was distributed to Members. Interested individuals were required to fill out an application form (responses attached) and seek nomination from an existing Member. Three valid applications were received from the following individuals (in alphabetical order of surname):

- John Moran – nominated by North Coast GP Training - Joanna Sutherland – nominated by North Coast GP Training - Douglas Warne – nominated by North Coast GP Training

The above individuals are Eligible Candidates under the Constitution. However, an Eligible Candidate will cease to be an Eligible Candidate if his or her election would otherwise result in the requirements of clause 10.1.2 of the Constitution being breached i.e. there would be a majority of Directors practising in one profession.

At its meeting on 25 September 2018, the NCPHN Board resolved to conduct the election by poll (as opposed to a showing of hands at the AGM). Therefore, voting will be conducted via Ballot Paper prior to the AGM. The Members can vote for up to two of the above-listed Eligible Candidates to fill the vacant Board positions. If more than two candidates are voted in favour of on the ballot paper, the vote will be invalid. Completed ballot papers are due to be returned 5:00pm on Friday 23 November 2018 (details are included on the ballot paper).

The positions will be determined by a ‘first past the post’ voting system such that the positions are filled by candidates with the highest number of votes in descending order. If two or more Eligible Candidates receive an equal number of votes, the Company Secretary will determine their respective rankings for the purposes of the election by lot. Notwithstanding the number of votes cast in an Eligible Candidate’s favour or the outcome of lots drawn, he or she will automatically cease to be an Eligible Candidate if his or her election would result in the requirements of clause 10.1.2 of the Company Constitution being breached.

The results will be announced at the AGM.

A Director(s) elected by Members will commence in office from the close of the AGM and hold office until the close of the 2021 AGM.

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notice of annual general meeting12 december 2018 at 6.30pm. agenda 1. present 2. apologies 3....

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